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

So long as DTC, or its nominee, is the registered owner or holder of a global certificate, DTC or such nominee, as the
case may be, will be considered the sole owner or holder of the trust preferred securities represented thereby for all
purposes under the trust agreement and the trust preferred securities. No beneficial owner of an interest in a global
certificate will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those
provided for under the trust agreement.
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DTC has advised Holding and the LLC that it will take any action permitted to be taken by a holder of trust preferred
securities (including the presentation of trust preferred securities for exchange as described below) only at the direction of
one or more participants to whose account the DTC interests in the Global Certificates are credited and only in respect of
such portion of the aggregate liquidation amount of trust preferred securities as to which such participant or participants has
or have given such direction.
Conveyance of notices and other communications by DTC to participants, by participants to indirect participants, and
by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Redemption notices in respect of the trust preferred securities held in book- entry form will be sent to Cede & Co. and
provided in the manner indicated under "General Euronext Listing Information—Notices." If less than all of the trust preferred
securities are being redeemed, DTC will determine the amount of the interest of each participant to be redeemed in
accordance with its procedures.
Although voting with respect to the trust preferred securities is limited, in those cases where a vote is required, neither
DTC nor Cede & Co. will itself consent or vote with respect to trust preferred securities. Under its usual procedures, DTC
would mail an Omnibus Proxy to the Trust as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights of those participants to whose accounts the trust preferred securities are allocated on the
record date (identified in a listing attached to the Omnibus Proxy).
Distributions on the trust preferred securities held in book- entry form will be made to DTC in immediately available
funds. DTC's practice is to credit participants' accounts on the relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on such payment
date. Payments by participants and indirect participants to beneficial owners will be governed by standing instructions and
customary practices and will be the responsibility of such participants and indirect participants and not of DTC, the Trust or
the guarantor, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of any
distributions to DTC is the responsibility of the Trust, disbursement of such payments to participants is the responsibility of
DTC, and disbursement of such payments to the beneficial owners is the responsibility of participants and indirect
participants.
Except as described herein, a beneficial owner of an interest in a global certificate will not be entitled to receive
physical delivery of trust preferred securities. Accordingly, each beneficial owner must rely on the procedures of DTC to
exercise any rights under the trust preferred securities.
A global certificate is exchangeable for trust preferred securities in registered certificated form if (i) DTC (x) notifies the
Trust that it is unwilling or unable to continue as depositary for the global certificates and the Trust thereupon fails to appoint
a successor depositary or (y) has ceased to be a clearing agency registered under the Exchange Act, or (ii) there shall
have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an
Event of Default under the guarantees. In all cases, certificated trust preferred securities delivered in exchange for any
global certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear a legend related to
the acceptance of the guarantees by the holder.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of
interests in the global certificates among participants, none of them is under any obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. Neither Holding nor the Trust will have any
responsibility for the
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performance by DTC or its participants or indirect participants under the rules and procedures governing DTC, Clearstream
or Euroclear. DTC, Clearstream and Euroclear may discontinue providing their services as securities depositary with
respect to the trust preferred securities at any time by giving notice to the Trust. Under such circumstances, in the event that
a successor securities depositary is not obtained, trust preferred security certificates are required to be printed and
delivered to the property trustee. Additionally, the Trust may decide to discontinue use of the system of book- entry transfers
through DTC, Clearstream or Euroclear or any successor depositary. In that event, certificates for the trust preferred