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

federal income tax purposes. In this connection, the regular trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust or the trust agreement that the regular trustees determine in their discretion to be
necessary or desirable for such purposes as long as such action does not adversely affect the interests of the holders of
the trust preferred securities.
S- 53
DESCRIPTION OF THE PERPETUAL NON- CUMULATIVE CAPITAL SECURITIES
The following summary sets forth the material terms and provisions of the perpetual non- cumulative capital securities.
The perpetual non- cumulative capital securities will be issued pursuant to an indenture, a form of which has been filed as
an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
General
The Bank will undertake, upon the occurrence of a Regulatory Event, to exchange the trust preferred securities for
perpetual non- cumulative capital securities having equivalent liquidation preference, rights and restrictions in all material
respects to the rights and restrictions of the trust preferred securities.
The perpetual non- cumulative capital securities are intended to provide the holders thereof, as nearly as possible,
with rights to payments, and on liquidation, equivalent to those to which the holders thereof would be entitled to if they held
parity preferred shares of the Bank.
The perpetual non- cumulative capital securities will be issued in fully registered form without coupons. The perpetual
non- cumulative capital securities will not be issued in bearer form.
The payment of distributions by the Bank are irrevocably and unconditionally guaranteed by Holding as described
under "Description of the Guarantees and the Contingent Guarantee." The guarantee of the perpetual non- cumulative
capital securities will be held by BNY Midwest Trust Company, the guarantee trustee, for the benefit of the holders of the
perpetual non- cumulative capital securities.
The perpetual non- cumulative capital securities will be governed by New York law.
Dist ribut ions
The distribution rate on the perpetual non- cumulative capital securities will be fixed at an annual rate of 5.90% of the
liquidation preference of $25.00 per perpetual non- cumulative capital securities (equivalent to $1.475 per annum per
perpetual non- cumulative capital securities). Distributions on the perpetual non- cumulative capital securities will be payable
quarterly in arrears on the last day of March, June, September and December, commencing on the next distribution
payment date after the trust preferred securities have been exchanged for the perpetual non- cumulative capital securities.
Distributions will not be cumulative. The amount of distributions payable for any period will be computed on the basis of a
360- day year of twelve 30- day months. The rate at which distributions will be payable for each full distribution period will be
computed by dividing the annual rate by four.
Subject to applicable law, the Bank's obligations under the perpetual non- cumulative capital securities will constitute
unsecured obligations of the Bank and will rank (i) subordinate and junior to indebtedness of the Bank (other than any
guarantee or contractual right expressed to rank pari passu with or junior to the perpetual non- cumulative capital securities),
(ii) pari passu with each other, and, effectively, with any of the Bank's most senior ranking preferred or preference shares (if
any are then outstanding) and (iii) senior to the Bank's ordinary shares.
Distributions on the perpetual non- cumulative capital securities will be payable to the holders thereof as they appear
after the exchange on the books and records of the Bank on the relevant record dates, which will be one business day prior
to the relevant distribution payment date or other distribution date. Subject to any applicable laws and regulations, each
such payment will be made in book- entry form as described under "Description of the Trust Securities—Book- Entry Only
Issuance". In the event that the perpetual non- cumulative capital securities do not remain in book- entry only form, the
relevant record dates shall be the 15th day of the month of the relevant distribution payment
S- 54
date. In the event that any date on which distributions are payable on the perpetual non- cumulative capital securities is not
a business day, payment of the distributions payable on such date will be made on the next succeeding day which is a
business day (without any interest or other payment in respect of the dividends subject to such delay), except that, if such
business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
business day, in each case with the same force and effect as if made on such date. "Business day" means any day on
which commercial and foreign exchange markets settle payments in London, New York and Amsterdam.