ABN AMRO Capital Funding Trust V ABN AMRO Holding N.V.

Ranking
dissolution, winding up or termination of the Trust, and with
respect to distributions, the trust preferred securities and the
trust common securities will rank pari passu, except that,
upon an occurrence and continuance of an event of default
under the intercompany securities or the guarantees, the
holders of the trust preferred securities will have a
preference over the holders of the trust common securities
with respect to distributions upon liquidation of the Trust.
See "Description of the Trust Securities—Subordination of
the Trust Common Securities." The LLC preferred securities
will rank senior to the LLC common securities with respect to
dividend payments and the contingent distribution under the
contingent guarantee and junior to the LLC common
securities upon a liquidation, dissolution or winding up of the
LLC.
LLC Common Securit ies Upon the liquidation of the LLC, the holders of the LLC
common securities will have claims senior to those of the
LLC preferred securities and will be entitled to the
intercompany securities (including interest accrued and
unpaid thereon) as their liquidation distribution; provided that
in liquidation of the LLC, the guarantee independent director
will enforce the contingent guarantee solely for the benefit of
the preferred security holders. Under the terms of the LLC
agreement and to the fullest extent permitted by law, the
LLC will not be dissolved until all claims under the
guarantee and the contingent guarantee shall have been
paid in full pursuant to the terms of the guarantee and the
contingent guarantee, and the contingent distribution, if any,
shall have been made.
When we refer to a "contingent distribution," we mean:
• pursuant to the LLC agreement, the LLC will
distribute payments received under the contingent
guarantee to the holders of the LLC preferred
securities pro rata, except to the extent that any of
those holders or any holders of the trust securities
have already received payments under the
guarantees; and
• pursuant to the trust agreement, the property trustee
will distribute the contingent distribution to the
holders of the trust securities pro rata, except to the
extent that any of those holders have already
received payments under the guarantees.
Exchange of Trust Pref erred
Securit ies f or Perpet ual Non-
Cumulat ive Capit al Securit ies
If a Regulatory Event occurs, then the trust preferred
securities issued by the Trust will be exchanged for
perpetual, non- cumulative capital securities of the Bank,
which we will refer to as the "perpetual non- cumulative
capital securities."
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"Regulatory Event" means that the Bank shall be notified in
writing by the Dutch Central Bank to the effect that at any
initial intercompany security interest payment date, the
Bank's capital adequacy ratio would, after payment of such
interest, be less than the minimum capital adequacy
requirements as then applied and enforced by the Dutch
Central Bank or any other appropriate regulator.
If a Regulatory Event occurs, the Bank will undertake to:
• implement the steps to effect the exchange of the
trust preferred securities for the perpetual noncumulative
capital securities which the Bank will
issue and which will have an equivalent liquidation