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

dividend period to the date of the final distribution of assets of the LLC, in respect of each LLC preferred security held out of
the assets of the LLC available for distribution to shareholders. Such entitlement will arise following the liquidation distribution
of intercompany securities to holders of the LLC common securities. In addition, the guarantee independent director shall
enforce the contingent guarantee solely for the benefit of the holders of the LLC preferred securities and, solely with respect
to the contingent distribution, the LLC preferred securities will rank senior to the LLC common securities.
Because the holders of the common securities will be entitled to receive as their liquidation distribution the
intercompany securities, it is anticipated that the LLC preferred securities holders' claim in liquidation, equal to the
liquidation preference of $25.00 per security plus accumulated but unpaid interest, will be required to be satisfied under the
terms of the guarantee.
The LLC agreement will provide that, in the event of any voluntary or involuntary liquidation, dissolution, termination or
winding up of Holding or the Bank, the LLC shall be liquidated automatically, provided that the LLC shall, to the fullest extent
permitted by law, not be dissolved until all claims under the guarantees and the contingent guarantee shall have been paid
in full pursuant to the terms of the guarantees and the contingent guarantee, and the contingent distribution, if any, shall have
been made.
Merger, Consolidat ion or Amalgamat ion of t he LLC
The LLC may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to, any corporation or other body, except as described below or
elsewhere herein. The LLC may, without the consent of the holders of the LLC preferred securities, consolidate,
amalgamate, merge with or into, or be replaced by a limited partnership, limited liability company or trust organized as
such under the laws of any state of the United States of America, provided that:
• such successor entity either (x) expressly assumes all of the obligations of the LLC under the LLC preferred
securities or (y) substitutes for the LLC preferred securities other securities having substantially the same terms
as the LLC preferred securities (which we will call the "LLC successor securities") so long as these LLC
successor securities are not junior to any equity securities of the successor entity, with respect to participation
in the profits, distributions and assets of the successor entity, except that they may rank junior to the LLC
common securities or
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any successor LLC common securities to the same extent that the LLC preferred securities rank junior to the
LLC common securities;
• the Bank expressly acknowledges such successor entity as the holder of the intercompany securities;
• the LLC preferred securities or any LLC successor securities are listed, or any LLC successor securities will be
listed upon notification of issuance, on any national securities exchange or other organization on which the
LLC preferred securities, if so listed, are then listed;
• such merger, consolidation, amalgamation or replacement does not cause the trust preferred securities (or, in
the event that the trust is liquidated in connection with a Trust Special Redemption Event, the LLC preferred
securities (including any LLC successor securities)) to be downgraded by any nationally recognized statistical
rating organization;
• such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences
and other special rights of the holders of the trust preferred securities or LLC preferred securities (including any
LLC successor securities) in any material respect;
• such successor entity has a purpose substantially identical to that of the LLC;
• prior to such merger, consolidation, amalgamation or replacement, the LLC has received an opinion of
nationally recognized law firm experienced in such matters to the effect that (A) such successor entity will be
treated as a partnership, and will not be classified as an association or a publicly traded partnership taxable
as a corporation, for United States federal income tax purposes, (B) such merger, consolidation,
amalgamation or replacement would not cause the Trust to be classified as other than a grantor trust for United
States federal income tax purposes, (C) following such merger, consolidation, amalgamation or replacement,
such successor entity will not be required to register under the 1940 Act and (D) such merger, consolidation,
amalgamation or replacement will not adversely affect the limited liability of the holders of the LLC preferred
securities; and
• Holding guarantees the obligations of such successor entity under the LLC successor securities at least to the
extent provided by the guarantee with respect to the LLC preferred securities.
Book Ent ry and Set t lement