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

Payment of Addit ional Amount s
All payments in respect of the perpetual non- cumulative capital securities by the Bank will be made without withholding
or deduction for or on account of any relevant tax, unless the withholding or deduction of such relevant tax is required by
law. In that event, the Bank will pay, as further distributions, such additional amounts as may be necessary in order that the
net amounts received by the holders of the perpetual non- cumulative capital securities after such withholding or deduction
will equal the amount which would have been received in respect of the perpetual non- cumulative capital securities in the
absence of such withholding or deduction, except that no such additional amounts will be payable to a holder of perpetual
non- cumulative capital securities (or to a third party on the holder's behalf) with respect to any perpetual non- cumulative
capital securities (i) to the extent that such relevant tax is imposed or levied by virtue of such holder (or the beneficial owner
of such trust securities) having some connection with the relevant jurisdiction, other than being a holder (or beneficial owner)
of such perpetual non- cumulative capital securities, (ii) to the extent that such relevant tax is imposed or levied by virtue of
such holder (or beneficial owner) not having made a declaration of non- residence in, or other lack of connection with, the
relevant jurisdiction or any similar claim for exemption, if Holding or its agent has provided the beneficial owner of such
perpetual non- cumulative capital securities or its nominee with at least 60 days' prior written notice of an opportunity to
make such a declaration or claim, or (iii) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions
of the ECOFIN Council meeting of June 3, 2003 or any law implementing or complying with, or introduced in order to
conform to, or substantially similar to such Directive.
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Regulat ory Event Procedures
If a Regulatory Event occurs, the Bank will undertake to:
• implement the steps to effect the substitution of the trust preferred securities for the perpetual non- cumulative
capital securities which the Bank will issue and which will have an equivalent liquidation preference and
distribution rate of the trust preferred securities and will have the rights and preferences described in this
prospectus supplement, and
• use its reasonable best efforts to obtain a listing of the perpetual non- cumulative capital securities on the New
York Stock Exchange and Euronext, or on such other national securities exchange as the trust preferred
securities are then listed.
To effect the exchange of the trust preferred securities for the perpetual non- cumulative capital securities, the Bank will
take, or procure the taking of, such actions as shall be necessary to (i) exchange the initial intercompany securities (or
successor intercompany securities, as the case may be) for perpetual non- cumulative capital securities, (ii) dissolve the
LLC (such dissolution to occur at the time the perpetual non- cumulative capital securities are distributed to the holders of the
trust preferred securities), and (iii) dissolve the Trust (such dissolution to occur at the time the perpetual non- cumulative
capital securities are distributed to the holders of the trust preferred securities).
Upon an exchange, the perpetual non- cumulative capital securities will be distributed to the holders of the trust
preferred securities on a pro rata basis in an aggregate liquidation preference equal to the aggregate liquidation
preference of the trust preferred securities.
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DESCRIPTION OF THE LLC SECURITIES
The following summary sets forth the material terms and provisions of the limited liability company interests of the LLC,
including the LLC preferred securities. This summary is qualified in its entirety by reference to the terms and provisions of
the LLC agreement, 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. The LLC agreement will be qualified as an indenture under the
Trust Indenture Act.
The LLC will issue limited liability company interests consisting of LLC common securities and LLC preferred securities.
All of the LLC common securities will be initially owned directly by AANAH. All of the LLC preferred securities will be initially
owned by the Trust. See "Description of the Trust Securities."
Common Securit ies
Subject to the rights of the holders of LLC preferred securities to appoint two independent directors upon a nonpayment
of dividends on the LLC preferred securities for four consecutive or any six dividend periods and the guarantee
independent director upon the distribution of the intercompany securities to the holder of the LLC common securities or upon