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

circumstances the property trustee and the Delaware trustee), provided, that if
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any proposed amendment provides for, or the regular trustees otherwise propose to effect, (i) any action that would
materially adversely affect the powers, preferences or special rights of the trust securities, whether by way of amendment to
the trust agreement or otherwise, or (ii) the dissolution, winding up or termination of the Trust other than pursuant to the terms
of the trust agreement, then the holders of the trust securities voting together as a single class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective except with the approval of at least a
majority of the outstanding trust securities affected thereby; provided, further that if any amendment or proposal referred to in
clause (i) above would adversely affect only the trust preferred securities or the trust common securities, then only the
affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of a majority of such class of trust securities outstanding.
The trust agreement may be amended without the consent of the holders of the trust securities to (i) cure any
ambiguity, (ii) correct or supplement any provision in the trust agreement that may be defective or inconsistent with any other
provision of the trust agreement, (iii) add to the covenants, restrictions or obligations of Holding or AANAH, (iv) conform to
any change in the 1940 Act, the Trust Indenture Act or the rules or regulations of either and (v) modify, eliminate and add to
any provision of the trust agreement to such extent as may be necessary or desirable; provided that no such amendment
shall have a material adverse effect on the rights, preferences or privileges of the holders of the trust securities.
Notwithstanding the foregoing, no amendment or modification may be made to the trust agreement if such amendment
or modification would (i) cause the Trust to fail to be classified as a grantor trust for United States federal income tax
purposes, (ii) cause the LLC to be classified as an association or publicly traded partnership taxable as a corporation for
such purposes, (iii) reduce or otherwise adversely affect the powers of the property trustee, (iv) cause the Trust or the LLC
to be required to register under the 1940 Act or (v) permit the contingent distribution to be made to anyone other than the
holders of the trust securities to the extent that any claims of such holders under the guarantees have not been paid in full
pursuant to the terms of the guarantees and the contingent guarantee.
Book- Ent ry Only Issuance
DTC will act as securities depositary for the trust preferred securities and, to the extent distributed to the holders of trust
preferred securities, the LLC preferred securities. The trust preferred securities will be issued only as fully registered
securities registered in the name of Cede & Co. (DTC's nominee). One or more fully- registered global trust preferred
certificates, which we will refer to as the "global certificates," representing the total aggregate number of trust preferred
securities, will be issued and will be deposited with a custodian for DTC.
Persons acquiring beneficial ownership interests in the global certificates, whom we will refer to as "beneficial owners,"
will hold their interests through DTC in the United States, or Clearstream or Euroclear in Europe as indirect participants of
DTC. Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers' securities
accounts in Clearstream's and Euroclear's names on the books of their respective depositaries which in turn will hold such
positions in customers' securities accounts in the depositaries names on the books of DTC. In this prospectus supplement,
we refer to each of Euroclear and Clearstream as a "relevant depositary," and to them collectively as the "European
depositaries." Unless and until certificated securities are issued, it is anticipated that the only "security holder" of the trust
preferred securities will be Cede & Co., as nominee of DTC. Beneficial owners are only permitted to exercise their rights
indirectly through DTC and its participants.
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DTC is a limited- purpose trust company organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the
settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book- entry changes in participants' accounts, thereby eliminating the need for physical movement
of securities certificates. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock
Exchange, the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities
for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream
participants through electronic book- entry changes in accounts of Clearstream participants, thereby eliminating the need for