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

dividend payments on the LLC preferred securities.
The LLC exists exclusively for the purposes of (i) issuing the LLC common securities and the LLC preferred securities,
(ii) investing the proceeds thereof in the initial intercompany securities, (iii) reinvesting the proceeds of the initial
intercompany securities, upon redemption thereof, in the successor intercompany securities, and the proceeds of the
successor intercompany securities in successor intercompany securities, so long as any such investment will not cause the
LLC to be required to register under the 1940 Act and the Bank has received an opinion of a nationally recognized law firm
or other tax advisor to the effect that payments of interest or principal on the successor intercompany securities would not
be subject to additional amounts (except that no such opinion would be required in connection with the exchange of the trust
preferred securities for the perpetual non- cumulative capital securities), (iv) enforcing the contingent guarantee for the sole
benefit of the holders of the LLC preferred securities and (v) engaging in only those other activities necessary or incidental
thereto. In addition, upon the distribution of the intercompany securities to the holder of the LLC common securities or upon
the occurrence of 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 a right to elect the guarantee independent director.
For so long as the LLC preferred securities remain outstanding, Holding will covenant (i) that 100% of the LLC common
securities will be held by Holding, the Bank, AANAH or one or more qualified subsidiaries, (ii) to cause the LLC to remain a
limited liability company and not to voluntarily dissolve, liquidate, wind up or be terminated, except as permitted by the LLC
agreement, and (iii) to use its commercially reasonable efforts to ensure that the LLC will not be an association or a publicly
traded partnership taxable as a corporation for United States federal income tax purposes. Holding, the Bank, AANAH or a
qualified subsidiary, each one being what we will refer to as a "potential security holder," may transfer the LLC common
securities to another potential security holder, provided that prior to such transfer it has received an opinion of a nationally
recognized law firm experienced in such matters to the effect that (A) the LLC will continue to be treated as a partnership for
United States federal income tax purposes and such transfer will not cause the LLC to be classified as an association or
publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not
cause the LLC or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the
limited liability of the holders of the LLC preferred securities.
The holders of the LLC common securities will be entitled to any excess funds held by the LLC after the dividends on
the LLC preferred securities, if any, for the relevant dividend period, have been declared and paid.
S- 35
The rights of the holders of the LLC preferred securities, including economic rights, rights to information and voting
rights, are set forth in the LLC agreement and the LLC Act. See "Description of the LLC Securities—Preferred Securities."
The LLC's business and affairs will be conducted by its board of directors, which will consist initially of four members.
The LLC agreement will provide, however, that for so long as any LLC preferred securities are outstanding, certain
amendments of the LLC agreement, including any provisions with respect to the guarantee independent director,
enforcement of the contingent guarantee, the contingent distribution and dividends require the unanimous approval of all of
the holders of the LLC preferred securities. Certain other amendments of the LLC agreement require the approval by the
affirmative vote of the holders of not less than 66 2 /3% of the outstanding LLC preferred securities (excluding any LLC
preferred securities held by Holding or any of its affiliates). If, for four consecutive dividend periods or any six dividend
periods, dividends (whether declared or deemed to have been declared), and any additional amounts in respect of such
dividends, have not been paid in full on the LLC preferred securities by the LLC or by Holding under the guarantees,
holders of LLC preferred securities will be entitled to appoint two independent members of the board of directors. See
"Description of the LLC Securities—Preferred Securities—Voting Rights."
All officers and employees of the LLC may also be officers or employees of one or more affiliates of the Bank Holding,
or AANAH.
The LLC and the Trust will enter into a services agreement with AANAH and Holding. See "ABN AMRO Capital
Funding Trust V" for a description of the services agreement.
The location of the principal executive offices of the LLC is 135 South LaSalle Street, Chicago, Illinois 60603, and its
telephone number is (312) 904- 2000.
S- 36
USE OF PROCEEDS
All the proceeds from the sale of the trust securities will be invested by the Trust in the LLC preferred securities. The
LLC will use the funds from the sale of its preferred securities, together with funds contributed by AANAH in return for the LLC
common securities, to make an investment in the initial intercompany securities from the Bank. The Bank intends to use the
proceeds from the sale of the initial intercompany securities for general corporate purposes.