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

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."
In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the LLC, holders of the LLC
preferred securities will be entitled to receive out of assets
of the LLC available for distribution to security holders,
following the liquidation distribution of the intercompany
securities to holders of the LLC common securities,
liquidation distributions in the amount of the liquidation
preference per security, plus accumulated and unpaid
dividends thereon, if any, to the date of liquidation, without
any interest. In addition, the guarantee independent
director shall enforce the contingent guarantee solely for
the benefit of the holders of the LLC preferred securities,
without prejudice to the claims of the guarantee trustee or
the holders of the LLC preferred securities or the trust
preferred securities under the guarantees and, solely with
respect to the contingent distribution, the LLC preferred
securities will rank senior to the common securities. Under
the terms of the LLC agreement and to the fullest extent
permitted by law, the LLC shall not be dissolved until all
claims under the guarantee and the contingent guarantee
have been paid in full and the contingent distribution, if
any, has been made.
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Because the holders of the LLC common securities have a
claim senior to that of the holders of the LLC preferred
securities in the liquidation, dissolution or winding up of the
LLC, and will be entitled to receive as the liquidation
distribution the intercompany securities, we anticipate that
the LLC preferred securities holders' claim in liquidation
(equal to the liquidation preference of $25.00 per security)
will be required to be satisfied under the terms of the
guarantee or through the contingent distribution.
Vot ing Right s Holders of the trust preferred securities will not have any
voting rights, except that the holders of a majority of the
outstanding trust preferred securities will have the right to
direct the time, method and place of conducting any
proceeding for any remedy available to the property
trustee, or direct the exercise of any trust or power
conferred upon the property trustee, including the right to
direct the property trustee, as holder of the LLC preferred
securities, on how to vote the LLC preferred securities in
respect of the matters on which holders of the LLC
preferred securities are entitled to vote.
The LLC preferred securities will be non- voting, except
that (i) upon the failure of both the LLC and Holding to pay
dividends for four consecutive or any six dividend periods,
the holders of the LLC preferred securities will have the
right to elect two members of the LLC's board of directors
and (ii) upon the occurrence of the earlier of (x) any
dividend or other distribution made by the LLC on its
common securities in the form of the intercompany
securities or (y) the non- payment within one day following
the making of a claim by the guarantee trustee or a holder
of the LLC preferred securities or the trust preferred
securities under the guarantees, the holders of the LLC
preferred securities will have the right to elect the
guarantee independent director.