POS AM

As filed with the Securities and Exchange Commission on September 11, 2003

Registration No. 333-104778

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
(Exact name of each registrant as specified in its charter)

The Netherlands	N/A
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
(31-20) 383 68 21

(Address and telephone number of registrants’ principal executive offices)

	LaSalle Funding LLC (Exact name of registrant as specified in its charter)
Delaware		36-4484881
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding Trust V (Exact name of registrant as specified in its charter)
Delaware		56-6616232
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding Trust VI (Exact name of registrant as specified in its charter)
Delaware		56-6616233
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	ABN AMRO Capital Funding Trust VII (Exact name of registrant as specified in its charter)
Delaware		56-6616236
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	ABN AMRO Capital Funding Trust VIII (Exact name of registrant as specified in its charter)
Delaware		56-6616234
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding Trust IX (Exact name of registrant as specified in its charter)
Delaware		56-6616235
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding LLC V (Exact name of registrant as specified in its charter)
Delaware		To be applied for
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding LLC VI (Exact name of registrant as specified in its charter)
Delaware		To be applied for
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding LLC VII (Exact name of registrant as specified in its charter)
Delaware		To be applied for
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding LLC VIII (Exact name of registrant as specified in its charter)
Delaware		To be applied for
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	ABN AMRO Capital Funding LLC IX (Exact name of registrant as specified in its charter)
Delaware		To be applied for
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

135 South LaSalle Street
Chicago, Illinois 60603
(312) 904-2000
(Address and telephone number of registrants’ principal executive offices)

Willie J.Miller, Jr., Esq.
LaSalle Bank Corporation
Chief Legal Officer and Executive Vice President
135 South LaSalle Street
Chicago, Illinois 60603
(312) 904-2018
(Name, address and telephone number of agent for service)

Copies to:

Richard A. Drucker
Randall D. Guynn
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Edward S. Best
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600

     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Title of Each Class of Securities to be Registered (1)	Amount to be Registered (1)(2)(3)	Proposed maximum aggregate offering price (2)(4)	Amount of registration fee (5)(6)
ABN AMRO Holding N.V. Ordinary Shares (6)
ABN AMRO Holding N.V. Preference Shares (7)
ABN AMRO Holding N.V. Purchase Contracts(7) (8) (9)
ABN AMRO Holding N.V. Warrants (7) (8) (9)
ABN AMRO Holding N.V. Units (7) (8) (11)
ABN AMRO Holding N.V. Debt Securities(7) (8)
ABN AMRO Bank N.V. Debt Securities(7) (8)
LaSalle Funding LLC Debt Securities(7) (8)
ABN AMRO Capital Funding Trust V Preferred Securities
ABN AMRO Capital Funding Trust VI Preferred Securities
ABN AMRO Capital Funding Trust VII Preferred Securities
ABN AMRO Capital Funding Trust VIII Preferred Securities
ABN AMRO Capital Funding Trust IX Preferred Securities
ABN AMRO Capital Funding LLC V Preferred Securities
ABN AMRO Capital Funding LLC VI Preferred Securities
ABN AMRO Capital Funding LLC VII Preferred Securities
ABN AMRO Capital Funding LLC VIII Preferred Securities
ABN AMRO Capital Funding LLC IX Preferred Securities
Guarantees of Debt Securities of LaSalle Funding (12)
Guarantees of Preferred Securities of each ABN AMRO Capital Funding Trust (12)
Guarantees of Preferred Securities of each ABN AMRO Capital Funding LLC (12)
Guarantees of Securities issued hereunder by ABN AMRO Bank N.V. (13)
Total	$4,127,259,000	$4,127,259,000	$333,895.25

(1) These offered securities may be sold separately, together or as units with other offered securities.

(2) An indeterminate number or amount of

• ordinary shares, preference shares, Purchase Contracts, Units, Warrants and debt securities of ABN AMRO Holding N.V.;
• debt securities of ABN AMRO Bank N.V.;
• debt securities of LaSalle Funding LLC;
• preferred securities of each of ABN AMRO Capital Funding Trusts V-IX; and
• preferred securities of each of ABN AMRO Capital Funding LLCs V-IX,

as may from time to time be issued at indeterminate prices, in U.S. Dollars. In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed $4,127,259,000, or if any debt securities are issued with original issue discount, such greater amount as shall result in an aggregate offering price not to exceed $4,127,259,000, in each case excluding securities previously registered pursuant to Registration Statement No. 333-74436 and which are also covered by the prospectus included in this Registration Statement.

(3) This Registration Statement also relates to offers and sales of offered securities and securities previously registered pursuant to Registration Statement No. 333-9224 and Registration Statement No. 333-10144 in connection with market-making transactions by and through affiliates of the registrants, including ABN AMRO Financial Services, Inc., ABN AMRO Incorporated, ABN AMRO Rothschild LLC and ABN AMRO Sage Corporation.

(4) Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed. The table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price.

(5) Pursuant to Rule 429 of the Securities Act of 1933, the amount of registration fees do not include $216,303.13 previously paid to the Commission relating to $2,351,121,000 aggregate offering price of debt securities previously registered pursuant to Registration Statement No. 333-74436, which remained unissued as of the close of business on June 16, 2003 and which are also covered by the prospectus included in this Registration Statement.

(6) A separate registration statement on form F-6EF filed by ABN AMRO Holding N.V. on September 20, 2001 (Registration No. 333-13922) has been used for the registration of American Depositary Shares evidenced by the American Depositary Receipts issuable upon deposit of the ordinary shares of ABN AMRO Holding registered hereby.

(7) Also includes such currently indeterminate number of ordinary shares of ABN AMRO Holding N.V. as may be issued upon conversion of or exchange for any securities that provide for conversion or exchange into such ordinary shares.

(8) Also includes such currently indeterminate number of preference shares of ABN AMRO Holding N.V. as may be issued upon conversion of or exchange for any securities that provide for conversion or exchange into such preference shares.

(9) There are being registered hereby such indeterminate number of Purchase Contracts as may be issued at indeterminate prices. Such Purchase Contracts may be issued together with any of the other securities being registered hereby. Purchase Contracts may require the holder thereof to purchase or sell any of the other securities registered hereby or to purchase or sell (i) securities of an entity unaffiliated with any of the registrants, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies or (iii) commodities.

(10) There are being registered hereby such indeterminate number of Warrants as may be issued at indeterminate prices. Such Warrants may be issued together with any of the securities registered hereby. Warrants may be exercised to purchase any of the other securities registered hereby or to purchase or sell (i) securities of an entity unaffiliated with any of the registrants, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies or (iii) commodities.

(11) There are being registered hereby such indeterminate number of Units as may be issued at indeterminate prices. Units may consist of any combination of the securities being registered hereby.

(12) The guarantees will be issued by ABN AMRO Holding N.V. or ABN AMRO Bank N.V. No separate consideration will be received for any of these guarantees.

 (13) The guarantees will be issued by ABN AMRO Holding N.V. No separate consideration will be received for any of these guarantees.

Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement No. 333-74436, previously filed by ABN AMRO Bank N.V. and LaSalle Funding LLC and declared effective on April 3, 2002. In the event any of such previously registered and unsold Securities are offered and sold prior to the effective date of this Registration Statement, the amount of such Securities will not be included in such Prospectus hereunder.

Explanatory Note

The Registration Statement on Form F-3 (File No. 333-104778) of ABN AMRO Holding N.V., ABN AMRO Bank N.V., LaSalle Funding LLC, ABN AMRO Capital Funding Trust V, ABN AMRO Capital Funding Trust VI, ABN AMRO Capital Funding Trust VII, ABN AMRO Capital Funding Trust VIII, ABN AMRO Capital Funding Trust IX, ABN AMRO Capital Funding LLC V, ABN AMRO Capital Funding LLC VI, ABN AMRO Capital Funding LLC VII, ABN AMRO Capital Funding LLC VIII, and ABN AMRO Capital Funding LLC IX is hereby amended to reflect the fact that all securities, including guarantees, to be issued by ABN AMRO Bank N.V. hereunder will be fully and unconditionally guaranteed by ABN AMRO Holding N.V.

PROSPECTUS

$6,478,380,000

ABN AMRO HOLDING N.V.

American Depositary Shares, each representing one Ordinary Share,
Preference Shares, Debt Securities,
Purchase Contracts, Units and Warrants

ABN AMRO BANK N.V.

Debt Securities,
fully and unconditionally guaranteed by
ABN AMRO Holding N.V.

LASALLE FUNDING LLC

Debt Securities,
fully and unconditionally guaranteed by
ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

ABN AMRO CAPITAL FUNDING TRUST V
ABN AMRO CAPITAL FUNDING TRUST VI
ABN AMRO CAPITAL FUNDING TRUST VII
ABN AMRO CAPITAL FUNDING TRUST VIII
ABN AMRO CAPITAL FUNDING TRUST IX

Preferred Securities,
fully and unconditionally guaranteed by
ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

ABN AMRO CAPITAL FUNDING LLC V
ABN AMRO CAPITAL FUNDING LLC VI
ABN AMRO CAPITAL FUNDING LLC VII
ABN AMRO CAPITAL FUNDING LLC VIII
ABN AMRO CAPITAL FUNDING LLC IX

Preferred Securities,
fully and unconditionally guaranteed by
ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

     We may offer and sell from time to time securities in one or more offerings up to a total dollar amount of $6,478,380,000. This prospectus provides you with a general description of the securities we may offer.

     ABN AMRO Holding N.V. may offer and sell American Depositary Shares, or ADSs, each representing one ordinary share, preference shares, Purchase Contracts, Units, Warrants or senior or subordinated debt securities.

     ABN AMRO Bank N.V. may offer and sell senior or subordinated debt securities all of which will be fully and unconditionally guaranteed by ABN AMRO Holding N.V.

     LaSalle Funding LLC may offer and sell senior or subordinated debt securities, all of which will be guaranteed by ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

     Each of the ABN AMRO Capital Funding Trusts V through IX may offer and sell preferred securities, which will be guaranteed by ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

     Each of the ABN AMRO Capital Funding LLCs V through IX may offer and sell preferred securities, which will be guaranteed by ABN AMRO Bank N.V. or ABN AMRO Holding N.V.

     Each time that securities are sold using this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering. The supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any supplement carefully before you invest.

     The securities will be offered through underwriters, dealers or agents or directly to investors. The supplements to this prospectus will provide the specific terms of the plan of distribution.

     ABN AMRO Holding N.V.’s ADSs, each of which represents one ordinary share, are listed on the New York Stock Exchange under the trading symbol “ABN.” If we decide to list any of these other securities on a national securities exchange upon issuance, the applicable prospectus supplement to this prospectus will identify the exchange and the date when we expect trading to begin.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

     The securities of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. may not be offered or sold anywhere in the world except in compliance with the requirements of the Dutch Securities Market Supervision Act of 1995 (Wet toezicht effectenverkeer 1995).

The date of this prospectus is September •, 2003.

TABLE OF CONTENTS

About This Prospectus

Where You Can Find More Information

Cautionary Note Regarding Forward-Looking Statements

ABN AMRO Holding N.V. and ABN AMRO Bank N.V.

Ratio of Earnings to Fixed Charges 

Ordinary Shares Price Range and Dividends

LaSalle Funding LLC

ABN AMRO Capital Funding Trusts

ABN AMRO Capital Funding LLCs

Use of Proceeds

Accounting Treatment

Capital Stock of ABN AMRO Holding N.V.

Description of Purchase Contracts

Description of Units

Description of Warrants

Description of American Depositary Shares

Description of Debt Securities

Description of Trust Preferred Securities

Description of LLC Preferred Securities

Description of Preferred Securities Guarantees

Taxation

Plan of Distribution

Experts

Legal Matters

ERISA Matters for Pension Plans and Insurance Companies

Enforcement of Civil Liabilities

Information Not Required in Prospectus

ABOUT THIS PROSPECTUS

     This prospectus is part of a Registration Statement that ABN AMRO Holding, the Bank, LaSalle Funding, the Trusts and the LLCs (each as defined below) filed with the SEC utilizing a “shelf” registration process. Under this shelf process, any of the registrants may, from time to time, sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $6,478,380,000.

     This prospectus provides you with a general description of the securities which we may offer and the related guarantees, if any, of those securities. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” beginning on page 2 of this prospectus before purchasing any of our securities.

     Following the initial distribution of an offering of securities, ABN AMRO Financial Services, Inc., ABN AMRO Incorporated and other of our affiliates may offer and sell those securities in the course of their businesses as broker-dealers acting either as a principal or agent in these transactions. This prospectus and the applicable prospectus supplement will also be used in connection with those transactions. Sales in any of those transactions will be made at varying prices related to prevailing market prices and other circumstances at the time of sale.

     You should rely only on the information contained or incorporated by reference in this prospectus. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making, nor will we make, an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any supplement to this prospectus is current only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since that date.

     Unless the context otherwise requires, references in this prospectus and any supplement to this prospectus to “ABN AMRO”, “ABN AMRO Holding,” “Holding,” “we,” “us” and “our” refer to ABN AMRO Holding N.V. and its subsidiaries, collectively. References to “ABN AMRO Bank” and the “Bank” refer to ABN AMRO Bank N.V. and its subsidiaries, collectively. References to “AANAH” refer to ABN AMRO North America Holding Company, our first-tier U.S. holding company and its subsidiaries, collectively. References to “LaSalle Bank Corp.” refer to LaSalle Bank Corporation (formerly known as ABN AMRO North America, Inc.), our second-tier U.S. holding company and its subsidiaries, collectively. References to “LaSalle Funding” refer to LaSalle Funding LLC. References to “ABN AMRO Capital Funding Trusts” or the “Trusts” refer to ABN AMRO Capital Funding Trust V, ABN AMRO Capital Funding Trust VI, ABN AMRO Capital Funding Trust VII, ABN AMRO Capital Funding Trust VIII and ABN AMRO Capital Funding Trust IX, each a Delaware statutory trust. References to “ABN AMRO Capital Funding LLCs” or the “LLCs” refer to ABN AMRO Capital Funding LLC V, ABN AMRO Capital Funding LLC VI, ABN AMRO Capital Funding LLC VII, ABN AMRO Capital Funding LLC VIII and ABN AMRO Capital Funding LLC IX, each a Delaware limited liability company.

     References to the “ordinary shares” refer to ABN AMRO Holding’s ordinary shares, nominal value EUR 0.56 per share. References to “EUR” and “€” are to the Euro, the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community. References to “$” are to United States currency, and the terms “United States” and “U.S.” mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction.

     CERTAIN PERSONS PARTICIPATING IN THE OFFERING MADE HEREBY MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE SECURITIES AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING MADE HEREBY.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

     This prospectus is part of a registration statement that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some of the information included in the registration statement from this prospectus. In addition, ABN AMRO Holding is subject to the information requirements of the Securities Exchange Act of 1934 and, in accordance with the Exchange Act, ABN AMRO Holding files reports and other information with the SEC. You may read and copy any of this information in the SEC’s Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room in Washington, D.C. by calling the SEC at 1-800-SEC-0330.

     The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is http://www.sec.gov. The SEC file numbers for documents filed by ABN AMRO Holding and the Bank under the Exchange Act are 1-14624 and 5-52647, respectively.

     Our American Depositary Shares, or ADSs, each of which represents one ordinary share, are listed on the New York Stock Exchange under the trading symbol “ABN.” You can inspect reports and other information concerning ABN AMRO Holding at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. For further information on obtaining copies of our public filings at the NYSE, you should call (212) 656-5060.

Incorporation by Reference

     The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below:

(a)	Annual Report on Form 20-F of ABN AMRO Holding for the year ended December 31, 2002, filed on March 28, 2003 and amended by an Amendment to the Annual Report on Form 20-F filed with the SEC on August 28, 2003, which, as amended, we also refer to as our 20-F for 2002; and
(b)	the Report of Foreign Private Issuer filed on Form 6-K on April 14, 2003, May 8, 2003 (both of the two Forms 6-K filed on such date) and May 16, 2003, in each case of both ABN AMRO Holding and ABN AMRO Bank.

      All documents filed by ABN AMRO Holding or the Bank pursuant to Section 12, 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus, and any Form 6-K subsequently submitted to the SEC specifying that they are being incorporated by reference in this prospectus, shall be deemed to be incorporated by reference and to be a part of this prospectus from the respective dates of filing of those documents. Any statement contained in this prospectus, or in a document all or any portion of which is incorporated or deemed to be incorporated by reference into this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement that is modified or superseded in this way shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.

     Upon request, we will provide without charge to each person to whom a copy of this prospectus has been delivered a copy of any of these filings other than exhibits not specifically incorporated by reference. You may request a copy of these filings by writing or telephoning us at:

ABN AMRO Bank N.V.
ABN AMRO Investor Relations Department
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam, The Netherlands
(31-20) 6 28 78 35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements included in this prospectus are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believe”, “expect”, “may”, “intend”, “will”, “should”, “anticipate”, “Value-at-Risk”, or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements.

     In particular, this prospectus and certain documents incorporated into this prospectus by reference include forward-looking statements relating but not limited to management objectives, trends in results of operations, margins, costs, return on equity, and risk management, including our potential exposure to various types of market risk, such as interest rate risk, currency risk and equity risk. For example, certain of the market risk disclosures are dependent on choices about key model characteristics, assumptions and estimates, and are subject to various limitations. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future.

     We have identified some of the risks inherent in forward-looking statements in Item 3 of our 20-F for 2002, “Key Information – Risk Factors”. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements in this report include, but are not limited to:

• general economic and business conditions in The Netherlands, the European Union, the United States, Brazil and other countries or territories in which we operate;
  
  
• changes in applicable laws and regulations, including taxes;
  
  
• the monetary, interest rate and other policies of central banks in The Netherlands, the European Union, the United States and elsewhere;
  
  
• changes or volatility in interest rates, foreign exchange rates (including the euro-U.S. dollar rate), asset prices, equity markets, commodity prices, inflation or deflation;
  
  
• the effects of competition in the markets in which we operate, which may be influenced by regulation or deregulation;
  
  
• changes in consumer spending and savings habits, including changes in government policies which may influence investment decisions;
  
  
• our ability to hedge certain risks economically;
  
  
• our success in managing the risks involved in the foregoing, which depends, among other things, on our ability to anticipate events that cannot be captured by the statistical models we use; and
  
  
• force majeure and other events beyond our control.

     Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed here or in Item 3 of our 20-F for 2002 “Key Information – Risk Factors” to be a complete set of all potential risks or uncertainties.

     The forward-looking statements made in this prospectus speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this prospectus, and we do not assume any responsibility to do so.

ABN AMRO HOLDING N.V. AND ABN AMRO BANK N.V.

History and Incorporation

     ABN AMRO Holding N.V. is incorporated under the laws of The Netherlands by deed of May 30, 1990 as the holding company of ABN AMRO Bank N.V. The Articles of Association of Holding were last amended by deed of May 26, 2003 executed before Mr. R.J.C. van Helden, Notary Public of Amsterdam. Holding’s main purpose is to own ABN AMRO Bank N.V. and its subsidiaries. Holding owns 100 percent of the shares of ABN AMRO Bank N.V. and is jointly and severally liable for all liabilities of ABN AMRO Bank N.V. All of the securities, including guarantees, to be issued by ABN AMRO Bank N.V. hereunder will be fully and unconditionally guaranteed by ABN AMRO Holding N.V.

     ABN AMRO Bank N.V. traces its origin to the formation of the “Nederlandsche Handel-Maatschappij, N.V.” in 1825 pursuant to a Dutch Royal Decree of 1824. ABN AMRO Bank N.V.’s Articles of Association were last amended by deed of May 17, 2001.

     ABN AMRO Bank N.V. is registered in the Commercial Register of Amsterdam under number 33002587. The registered office of ABN AMRO Bank N.V. is at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands.

     For further information, see Item 4 “Information On The Company” of our 20-F for 2002.

RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges in accordance with U.S. GAAP for the periods presented are as follows:

	(Unaudited) Six Months Ended (1)	Fiscal Year Ended December 31,
	June 30, 2003	2002	2001	2000	1999	1998
Excluding Interest on Deposits (2)	2.50x	1.89x	1.45x	1.85x	1.91x	2.04x
Including Interest on Deposits (2)	1.34x	1.21x	1.08x	1.15x	1.17x	1.17x
(1) The ratio for June 30, 2003 is based on Dutch GAAP because U.S. GAAP reconciliation was not required for this period and because U.S. GAAP ratios are not available.
(2) Deposits include bank and total customer accounts. See the Consolidated Financial Statements incorporated by reference in this prospectus.

ORDINARY SHARES PRICE RANGE AND DIVIDENDS

      The principal trading market for our ordinary shares is the AEX Stock Exchange. Our ordinary shares also are listed on the London, Paris, Brussels, Frankfurt, Hamburg, Düsseldorf, Singapore and The Swiss Stock Exchanges. In the United States, ABN AMRO Holding’s ADSs are listed on the New York Stock Exchange under the symbol “ABN.” However, the ordinary shares are not traded on the New York Stock Exchange but are listed only in connection with the listing of our American Depositary Shares, pursuant to the requirements of the New York Stock Exchange. Our ADSs are evidenced by American Depositary Receipts, or ADRs, and each ADS represents one of our ordinary shares. As of December 31, 2002, 61,261,393 ordinary shares were held in the form of ADSs.

Market Price Information

     The following table sets forth, for the periods indicated, the high and low daily quoted closing prices for Holding’s ordinary shares as reported in the Official Price List of the Euronext Amsterdam Stock Exchange and the high and low prices for the ADSs on the New York Stock Exchange, of Holding’s ordinary shares on the Euronext Amsterdam Stock Exchange. Differences in the rate of change between the prices of Holding’s ordinary shares and the prices of ADSs for the periods indicated are attributable principally to fluctuations in the U.S. dollar-euro exchange rate.

Year	High	Low	High	Low
	Ordinary Shares		American Depository Shares
	(In EUR)		(In USD)
2002	22.78	10.45	20.32	10.54
2001	27.80	15.78	25.94	14.44
2000	29.30	20.22	26.44	19.49
1999	25.00	16.40	25.75	19.25
1998	25.00	12.62	27.44	14.75

Year	High	Low	High	Low
	Ordinary Shares		American Depository Shares
	(In EUR)		(In USD)
2003
First Quarter	16.55	11.93	17.47	13.39
Second Quarter	17.50	14.00	20.75	15.34
2002
First Quarter	21.90	18.02	19.26	16.28
Second Quarter	22.78	17.22	20.32	17.00
Third Quarter	18.40	11.00	17.96	11.12
Fourth Quarter	17.26	10.45	17.01	10.54
2001
First Quarter	27.80	19.32	25.94	17.03
Second Quarter	22.85	20.34	20.37	17.93
Third Quarter	22.87	15.85	19.10	14.59
Fourth Quarter	19.15	15.78	16.90	14.44
September 2002	16.35	11.00	16.24	11.12
October 2002	15.05	10.45	14.70	10.54
November 2002	17.26	14.79	17.01	14.90
December 2002	17.00	14.92	16.90	15.32
January 2003	16.55	13.42	17.47	14.76
February 2003	15.56	13.40	16.65	14.50
March 2003	15.24	11.93	16.47	13.39
April 2003	16.20	14.00	17.82	15.34
May 2003	16.45	14.12	19.21	16.03
June 2003	17.50	16.25	20.75	18.90
July 2003	17.47	16.38	19.92	18.60
August 2003	16.78	15.95	19.24	17.64
September 2003 (through September 4)	16.81	16.36	18.24	18.06

Dividends

     Dividends on ordinary shares may be paid out of profits as shown in our Consolidated Financial Statements, as adopted by the Supervisory Board and approved by the general meeting of shareholders, after the payment of dividends on the priority share, preference shares and convertible preference shares and the establishment of any reserves. Reserves are established by the Managing Board subject to approval of the Supervisory Board.

     Holding has paid an interim and final dividend for each of the last five years. The following table sets forth dividends paid in respect of the ordinary shares for 1998 through 2002:

	2002(1)	2002	2001	2000	1999	1998
	(in USD)			(in EUR)
Interim dividend	0.47	0.45	0.45	0.40	0.30	0.28
Final dividend	0.47	0.45	0.45	0.50	0.50	0.30
Total dividend per Ordinary Share	0.94	0.90	0.90	0.90	0.80	0.58
Total dividends per share as a percentage of net   profit per Ordinary Share	–	64.7%	42.9%	55.2%	46.5%	46.9%
(1) For your convenience, the 2002 interim dividend has been translated into U.S. dollars at the applicable rate on the date of payment, and the 2002 final dividend has been translated into U.S. dollars at the exchange rate of 1 USD = EUR 0.95306, the exchange rate on December 31, 2002.

      At December 31, 2002, there were 1,585,603,519 ordinary shares outstanding.

LASALLE FUNDING LLC

     LaSalle Funding was established to provide financing to LaSalle Bank N.A., which we refer to as LaSalle Bank, and its affiliates. LaSalle Funding may raise funds through the offering of debt securities in the United States, Europe and other overseas markets and will lend the net proceeds to LaSalle Bank or one or more of its affiliates. LaSalle Funding does not and will not engage in any separate business activities. All of the debt securities offered by LaSalle Funding will be fully and unconditionally guaranteed by ABN AMRO Holding or the Bank.

     LaSalle Funding was formed in Delaware in October 2001 and is an indirectly wholly owned subsidiary of ABN AMRO Holding and the Bank. LaSalle Funding’s principal executive offices are located at 135 South LaSalle Street, Chicago, Illinois 60603, and its telephone number is (312) 904-2000.

ABN AMRO CAPITAL FUNDING TRUSTS

     The Trusts are Delaware statutory trusts each formed pursuant to separate trust agreements entered into between LaSalle Funding, as depositor, and The Bank of New York (Delaware), as trustee, on April 1, 2003. We have filed a copy of each initial trust agreement as an exhibit to the registration statement of which this prospectus is a part. The initial trust agreement for each of the Trusts will be replaced by an amended and restated trust agreement, referred to in this prospectus as the trust agreement, which will state the terms and conditions for each Trust to issue and sell its preferred securities and common securities.

     Unless otherwise specified in the applicable prospectus supplement, each Trust exists solely to:

• issue and sell its preferred securities, representing undivided beneficial interests in its assets, to the public;
• issue and sell its common securities, if any, representing undivided beneficial interests in its assets to Holding or a wholly owned direct or indirect subsidiary of Holding;
• use the proceeds from the sale of its preferred and common securities to purchase intercompany securities, which will consist of either preferred securities of an ABN AMRO Capital Funding LLC or fixed income or preferred securities of Holding or an affiliate thereof;
• distribute the cash payments it receives from the fixed income securities it owns to the holders of the preferred and common securities;
• unless the proceeds from the sale of its securities are used to purchase preferred securities of an ABN AMRO Capital Funding LLC, enter into and enforce for the benefit of the holders of its preferred securities an agreement for a contingent guarantee issued by Holding or the Bank, enforceable by the Trust in the event of certain failure by the applicable guarantor to pay under the guarantee applicable to the Trust’s preferred securities; and
• engage in other activities that are necessary or incidental to these purposes.

     All the common securities, if issued, will be held by Holding or a wholly owned direct or indirect subsidiary of Holding which is deemed to be a “company controlled by the parent company” under Rule 3a-5, as amended, of the Investment Company Act of 1940. The preferred securities will represent the remaining portion of each Trust’s total capitalization. The common securities will have terms substantially identical to, and will rank equal in priority of payment with, the preferred securities. However, if the holder of the common securities defaults on the related fixed income securities, then cash distributions and liquidation, redemption and other amounts payable on the common securities will be subordinate in priority of payment to these amounts payable on the preferred securities.

     The preferred securities of each Trust will be fully and unconditionally guaranteed by Holding or the Bank as described later in this prospectus.

     Unless otherwise specified in the applicable prospectus supplement, the depositor will appoint the following trustees to conduct each Trust’s business and affairs:

• a property trustee to be named in the applicable prospectus supplement;
• a Delaware trustee, to the extent the property trustee does not maintain its principal place of business in the State of Delaware, to be named in the applicable prospectus supplement; and
• three employees of Holding or one of its affiliates, as regular trustees.

     Except under specified limited circumstances, only the depositor or one of its affiliates can remove or replace the trustees. In addition, the depositor or one of its affiliates can increase or decrease the number of trustees. 

     The property trustee for each Trust will act as indenture trustee for purposes of compliance with the provisions of the Trust Indenture Act. The property trustee will hold title to the securities purchased by the Trust, except for any accompanying guarantees to such securities which may be held by a guarantee trustee, for the benefit of the holders of the trust securities, and it will have the power to exercise all rights, powers and privileges relating to such securities of the Trust. The property trustee will also maintain exclusive control of an account to hold all payments received in respect of the securities held by it as assets of the Trust for the benefit of the holders of the trust securities.

     The depositor, or one of its affiliates, will pay all fees and expenses related to each Trust and the offering of the preferred securities and will pay all ongoing costs and expenses of each Trust, except each Trust’s obligations under its preferred and common securities.

      The Trusts will not have any independent operations and exist solely for the reasons summarized above. Accordingly, the Trusts do not have separate financial statements. Holding files consolidated financial information regarding the Trusts.

     Each Trust’s principal executive offices are located at 135 South LaSalle Street, Chicago, Illinois 60603, and its telephone number is (312) 904-2000.

ABN AMRO CAPITAL FUNDING LLCS

     Each LLC is a limited liability company that was formed on March 28, 2003 under the Delaware Limited Liability Company Act, as amended, pursuant to an initial limited liability company agreement by ABN AMRO North America Holding Company as the sole initial member. The initial limited liability company agreement will be amended and restated in its entirety, and as such referred to as the LLC Agreement, to state the terms and conditions for each LLC to issue and sell its preferred securities and common securities. The LLC Agreement will be qualified as an indenture under the Trust Indenture Act. All of the common securities of each LLC will be owned at all times by Holding or a wholly owned direct or indirect subsidiary of Holding. As described below under “Description of the Preferred Securities Guarantees”, the preferred securities issued by any LLC and any Trust will be guaranteed by either Holding or the Bank. Where the preferred securities issued by an LLC are held by a Trust, such Trust will be referred to as an affiliated Trust of such LLC. Each LLC will also enter into an agreement for a contingent guarantee issued by Holding or the Bank, enforceable by the LLC, in the event of certain failure by the applicable guarantor to pay under the guarantee applicable to the LLC’s preferred securities or any affiliated Trust’s preferred securities.

     Unless otherwise set forth in the applicable prospectus supplement, each LLC exists solely to:

• issue and sell preferred securities representing undivided beneficial interests in its assets, other than senior preferred securities, to the public or an affiliate, including a Trust;
• issue and sell its common securities, and senior preferred securities, if any, each representing undivided beneficial interests in its assets to Holding or a wholly owned direct or indirect subsidiary of Holding;
• use the proceeds from the sale of its preferred and common securities to purchase intercompany securities, which will consist of a series of fixed income or preferred securities of Holding or an affiliate thereof;
• reinvest from time to time the proceeds from the sale of its preferred and common securities in other fixed income securities of Holding or a subsidiary of Holding, so long as such reinvestment will not result in the LLC being required to register as an investment company under the Investment Company Act or cause any withholding taxes to be imposed by the United States or any taxing authority of or in the United States with respect to payments by the LLC or, if applicable, the Trust holding the LLC preferred securities;
• distribute the cash payments it receives from the fixed income securities or preferred securities it owns to the holders of the preferred and common securities;
• enter into and enforce the contingent guarantee for the benefit of the holders of its preferred securities; and
• engage in other activities that are necessary or incidental to these purposes.

     For so long as the preferred securities remain outstanding, ABN AMRO Holding will covenant

• that 100% of the common securities will be held by ABN AMRO Holding or a wholly owned direct or indirect subsidiary of ABN AMRO Holding which is deemed to be a “company controlled by the parent company” under Rule 3a-5, as amended, of the Investment Company Act of 1940;
• to cause the LLC to remain a limited liability company and not to voluntarily dissolve, liquidate, wind up or be terminated, except as permitted by the LLC Agreement; and
• to use its commercially reasonable efforts to ensure that the LLC will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

     Unless otherwise specified in the applicable prospectus supplement, the common securities may be transferred to Holding or a wholly owned direct or indirect subsidiary of ABN AMRO Holding which is deemed to be a “company controlled by the parent company” under Rule 3a-5, as amended, of the Investment Company Act of 1940, provided that prior to such transfer the transferor has received an opinion of a nationally recognized law firm experienced in such matters to the effect that:

• the LLC will continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the LLC to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes;
• the transfer will not cause the LLC or an affiliated Trust to be required to register under the Investment Company Act; and
• the transfer will not adversely affect the limited liability of the holders of the preferred securities.

     Unless otherwise specified in the applicable prospectus supplement, the LLC Agreement will provide that: Each LLC’s business and affairs will be conducted by its Board, which consist initially of four members. Holders of preferred securities issued by the LLC will be entitled to appoint two independent members of the Board if, for four consecutive dividend periods or any six dividend periods, dividends (whether declared or deemed to have been declared), and any additional amounts in respect of such dividends, have not been paid in full on the preferred securities by the LLC or by the applicable guarantor under the guarantee applicable to the holders of the LLC preferred securities or the holders of the affiliated Trust preferred securities. Furthermore, as described below under “Description of the Preferred Securities Guarantees”, the holders of preferred securities issued by the LLC may also be entitled to elect an independent member of the Board to enforce the contingent guarantee.

     For so long as any preferred securities are outstanding, certain amendments of the LLC Agreement require the unanimous approval of all of the holders of the preferred securities, including any provisions with respect to the independent members of the Board that may be appointed by the holders of the preferred securities, enforcement of the conditional guarantee, the contingent distribution or dividends. Certain other amendments of the LLC Agreement require the approval by the affirmative vote of the holders of not less than 66-2/3% of the outstanding preferred securities.

     All officers and employees of the LLCs may also be officers or employees of one or more affiliates of ABN AMRO Holding.

     Each LLC will enter into a services agreement with ABN AMRO Holding or an affiliate.

     Holding, or an affiliate thereof, will pay all fees and expenses related to each LLC and the offering of the preferred securities and will pay all ongoing costs and expenses of each LLC, except each LLC’s obligations under its preferred and common securities.

     The LLCs will not have any independent operations and exist solely for the reasons summarized above. Accordingly, the LLCs do not have separate financial statements. Holding files consolidated financial information regarding the LLCs.

     The location of the principal executive offices of each LLC is 135 South LaSalle Street, Chicago, Illinois 60603, and its telephone number is (312) 904-2000.

USE OF PROCEEDS

     Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of securities offered by ABN AMRO Holding or the Bank will be used for general corporate purposes. General corporate purposes may include additions to working capital, investments in or extensions of credit to our subsidiaries and the repayment of indebtedness.

     Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of securities offered by LaSalle Funding will be used to provide funds to LaSalle Bank, an indirect, wholly owned subsidiary of the Bank, and its affiliates. We will invest in or loan to LaSalle Bank or one or more of its affiliates at least 85% of the net proceeds raised by selling securities of the Trusts pursuant to this prospectus and the applicable prospectus supplements as soon as practicable after receipt, but in no event later than six months after we receive the net proceeds. In the meantime, we may invest any funds held only in securities permitted under Rule 3a-5(a)(6) under the Investment Company Act.

     All of the proceeds from the sale of preferred securities by a Trust or an LLC will be invested in fixed income securities or preferred securities of ABN AMRO Holding or an affiliate. Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of the fixed income securities or preferred securities will be used for general corporate purposes. General corporate purposes may include additions to working capital, investments in or extensions of credit to our subsidiaries and the repayment of indebtedness.

ACCOUNTING TREATMENT

     There are no separate financial statements of the Bank, LaSalle Funding or the Trusts in this prospectus because these entities are, or will be treated as, subsidiaries of ABN AMRO Holding for financial reporting purposes. We do not believe the financial statements would be significant to the holders of the securities of these entities because:

• Holding is a reporting company under the Exchange Act and owns, or will own, directly or indirectly, all of the voting interests of these entities;
• Holding’s consolidated financial statements contain the Bank's financial information, as described below;
• LaSalle Funding, the Trusts and the LLCs do not have any independent operation and do not propose to engage in any activities other than issuing securities and investing the proceeds in debt securities of its affiliates; and
• these entities’ obligations under the securities will be fully and unconditionally guaranteed by Holding.

     Accordingly, these entities’ financial statements will be included in the consolidated financial statements of ABN AMRO Holding. The Bank’s financial information will be included in a footnote containing condensed consolidating financial information with separate columns for Holding, the Bank, other subsidiaries of Holding on a combined basis, together with other appropriate disclosure. The Trusts’ or LLCs’ preferred securities will be presented as a separate line item in the consolidated statements of financial condition of ABN AMRO Holding and appropriate disclosures about the Trusts’ or LLCs’ preferred securities will be included in the notes to the consolidated financial statements. For financial reporting purposes, ABN AMRO Holding will record distributions payable on the preferred securities as a component of interest expense in the consolidated statements of operations of ABN AMRO Holding.

     These entities are not currently subject to, and subsequent to the effectiveness of the registration statement that contains this prospectus will be exempt from, the information reporting requirements of the Exchange Act.

     In its future financial reports, Holding will:

• include in its financial statements a footnote containing condensed consolidating financial information with separate columns for Holding, the Bank, other subsidiaries of Holding on a combined basis, and other appropriate disclosure;
• present the preferred securities on its consolidated financial statements of financial condition as a separate line item and
• include in a footnote to the financial statements disclosure that the sole assets of the Trusts and LLCs are the fixed income securities specifying the principal amount, interest rate and maturity date of the securities held.

CAPITAL STOCK OF ABN AMRO HOLDING N.V.

     Holding’s authorized share capital consists of EUR 4,704,000,224 nominal value, which consists of:

• 4,000,000,000 ordinary shares, nominal value 0.56 EUR per share, of which 1,585,603,519 ordinary shares were outstanding as of December 31, 2002;
• 100,000,000 convertible preference shares, nominal value 2.24 EUR per share, each of which is convertible into four ordinary shares, subdivided into one series of 20,000,000 convertible preference shares and eight series of 10,000,000 convertible preference shares, of which 521,303 convertible preference shares were outstanding as of December 31, 2002;
• 1,000,000,000 preference shares, nominal value 2.24 EUR per share, divided into one series of 400,000,000 preference shares and six series of 100,000,000 preference shares, of which 362,503,010 preference shares were outstanding as of December 31, 2002; and
• 100 priority shares, nominal value 2.24 EUR, of which one priority share was outstanding as of December 31, 2002.

     For additional information, see Item 10 “Additional Information – B. Memorandum and Articles of Association” of our 20-F for 2002.

DESCRIPTION OF PURCHASE CONTRACTS

     ABN AMRO Holding may issue purchase contracts for the purchase or sale of:

• debt or equity securities issued by ABN AMRO Holding or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;
• currencies; or
• commodities.

     Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. ABN AMRO Holding may, however, satisfy its obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.

     The purchase contracts may require ABN AMRO Holding to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contacts are issued. ABN AMRO Holdings’ obligation to settle such pre-paid purchase contacts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under either the senior indenture or the subordinated indenture.

DESCRIPTION OF UNITS

     As specified in the applicable prospectus supplement, ABN AMRO Holding may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of preferred stock, shares of common stock, ADSs or any combination of such securities. The applicable prospectus supplement will describe:

• the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
• a description of the terms of any unit agreement governing the units; and
• a description of the provisions for the payment, settlement, transfer or exchange of the units.

DESCRIPTION OF WARRANTS

      ABN AMRO Holding may issue warrants to purchase its debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between ABM AMRO Holding and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.

     The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:

• the title of such warrants;
• the aggregate number of such warrants;
• the price or prices at which such warrants will be issued;
• the currency or currencies, in which the price of such warrants will be payable;
• the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants may be purchased;
• the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
• if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
• if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
• if applicable, the date on and after which such warrants and the related securities will be separately transferable;
• information with respect to book-entry procedures, if any;
• if applicable, a discussion of any material United States Federal income tax considerations; and
• any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

      The following is a summary of the material provisions of an Amended and Restated Deposit Agreement, which we refer to in this prospectus as the deposit agreement, among Holding, JPMorgan Chase Bank, as depositary, and the registered holders from time to time of the ADSs issued under the deposit agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the deposit agreement, a copy of which is included as Exhibit 4.27 to the registration statement of which this prospectus is a part.

     ADRs are issuable by the depositary pursuant to the terms of the deposit agreement. Each ADS represents, as of the date hereof, the right to receive one ordinary share deposited under the deposit agreement together with any additional ordinary shares deposited, and all other securities, property and cash received and held, under the deposit agreement at any time in respect of or in lieu of the deposited shares, which we refer to in this prospectus as the deposited securities, with the custodian, which is currently ABN AMRO Bank N.V. in Amsterdam. An ADR may evidence any number of ADSs. Only persons in whose names ADSs are registered on the books of the depositary will be treated by the depositary and Holding as holders of the ADSs.

Deposit, Transfer and Withdrawal

     In connection with the deposit of ordinary shares under the deposit agreement, the depositary or the custodian may require the following in form satisfactory to it:

• a written order directing the depositary to execute and deliver to, or upon the written order of, the person or persons designated in the order an ADR or ADRs evidencing the number of ADSs representing the deposited ordinary shares, which we refer to in this prospectus as a delivery order;
• proper endorsements or duly executed instruments of transfer in respect of the deposited ordinary shares;
• instruments assigning to the custodian or its nominee any distribution on or in respect of the deposited ordinary shares or indemnity for the deposited ordinary shares; and
• proxies entitling the custodian to vote the deposited ordinary shares until the deposited ordinary shares are registered in the name of the depositary or its nominee or the custodian or its nominee.

As soon as practicable after the custodian receives deposited securities pursuant to any deposit or pursuant to the form of ADR, the custodian shall present the deposited securities for registration of transfer into the name of the depositary or its nominee or the custodian or its nominee, to the extent registration is practicable, at the cost and expense of the person making the deposit, or for whose benefit the deposit is made, and shall obtain evidence satisfactory to it of the registration. Deposited securities shall be held by the custodian for the account and to the order of the depositary at a place or places and in a manner as the depositary shall determine. Deposited securities may be delivered by the custodian to any person only under the circumstances expressly contemplated in the deposit agreement.

After any deposit of ordinary shares, the custodian shall notify the depositary of the deposit and of the information contained in any related delivery order by letter, first class airmail postage prepaid, or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. After receiving this notice from the custodian, the depositary, subject to the terms and conditions of the deposit agreement, shall execute and deliver at the transfer office of the depositary, to or upon the order of any person named in the notice, an ADR or ADRs registered as requested and evidencing the aggregate number of ADSs to which the person is entitled.

Subject to the terms and conditions of the deposit agreement, the depositary may issue ADRs for delivery at the transfer office only against deposit with the custodian of:

• ordinary shares in form satisfactory to the custodian;
• rights to receive ordinary shares from Holding or any registrar, transfer agent, clearing agent or other entity recording ordinary share ownership or transactions; or
• other rights to receive ordinary shares until the ordinary shares are actually deposited pursuant to the above, which we refer to in this prospectus as pre-released ADRs, only if:
• pre-released ADRs are fully collateralized, marked to market daily, with cash or U.S. government securities held by the depositary for the benefit of holders the ADRs, but this collateral shall not constitute deposited securities,
• each recipient of pre-released ADRs agrees in writing with the depositary that the recipient:
  • owns the ordinary shares,
  • assigns all beneficial right, title and interest in the ordinary shares to the depositary for the benefit of the holders of the ADSs,
  • holds the ordinary shares for the account of the depositary and
  • will deliver the ordinary shares to the custodian as soon as practicable and promptly upon demand for the ordinary shares, and
• all pre-released ADRs evidence not more than 20% of all ADSs, excluding those evidenced by pre-released ADRs, except to the extent that the depositary, in its sole discretion, determines that unusual market conditions require the issuance of pre-released ADRs in addition to 20% of all of these ADSs.

The depositary may retain for its own account any earnings on collateral for pre-released ADRs and its charges for their issuance. At the request, risk and expense of the person depositing ordinary shares, the depositary may accept deposits together with other specified instruments for forwarding to the custodian and may deliver ADRs at a place other than its office. Every person depositing ordinary shares under the deposit agreement shall represent and warrant that the ordinary shares are validly issued and outstanding, fully paid and free of pre-emptive rights, that the person making the deposit is authorized so to do and that the shares:

• are not “restricted securities” as that term is defined in Rule 144 under the Securities Act unless at the time of deposit they may be freely transferred in accordance with Rule 144(k) and may otherwise be offered and sold freely in the United States, or
• have been registered under the Securities Act.

These representations and warranties shall survive the deposit of ordinary shares and issuance of ADRs. The depositary will not knowingly accept for deposit under the deposit agreement any ordinary shares required to be registered under the Securities Act and not so registered. The depositary may refuse to accept for deposit any ordinary shares identified by Holding in order to facilitate Holding’s compliance with the Securities Act.

Subject to the terms and conditions of the deposit agreement, upon surrender of an ADR in form satisfactory to the depositary at its transfer office, a holder of ADSs is entitled to delivery at the custodian’s office of the deposited securities at the time represented by the ADSs evidenced by the ADR. At the request, risk and expense of the holder of the ADRs, the depositary may deliver the deposited securities at any other place as may have been requested by the holder. Notwithstanding any other provision of the deposit agreement or the ADR, the withdrawal of deposited securities may be restricted only under limited circumstances as set forth in the Securities Act, which provides that the holder of the ADRs is entitled to withdraw the deposited securities at any time subject only to:

• temporary delays caused by closing transfer books of the depositary or Holding of the deposited securities or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends,
• the payment of fees, taxes, and similar charges, and
• compliance with any laws or governmental regulations relating to ADSs or to the withdrawal of deposited securities.

Distributions on Deposited Securities

Subject to the terms and conditions of the deposit agreement, to the extent practicable, the depositary will distribute by mail to each holder on the record date set by the depositary at the holder’s address shown on the ADR register, in proportion to the number of deposited securities, on which the following distributions on deposited securities are received by the custodian, represented by ADSs evidenced by the holder’s ADRs:

• Cash. Any U.S. dollars available to the depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion of a distribution authorized in the deposit agreement, on an averaged or other practicable basis, subject to:
• appropriate adjustments for taxes withheld,
• the distribution being impermissible or impracticable with respect to certain Holders, and
• deduction of the Depositary’s expenses in:
  • converting any foreign currency to U.S. dollars by sale or in any other manner as the depositary may determine, to the extent that it determines that the conversion may be made on a reasonable basis,
• transferring foreign currency to U.S. dollars to the United States by means as the depositary may determine, to the extent that it determines that the transfer may be made on a reasonable basis,
• obtaining any approval or license of any governmental authority required for the conversion or transfer, to the extent obtainable at a reasonable cost and within a reasonable time, and
• making any sale by public or private means in any commercially reasonable manner.
• Shares of Stock.
• Additional ADRs evidencing whole ADSs representing any ordinary shares available to the depositary resulting from a dividend or free distribution on deposited securities consisting of ordinary shares, which we refer to in this prospectus as a Share Distribution, and
• U.S. dollars available to it resulting from the net proceeds of sales of ordinary shares received in a share distribution, which ordinary shares would give rise to fractional ADSs if additional ADRs were issued for the ordinary shares, as in the case of cash.
• Rights.
• Warrants or other instruments, in the discretion of the depositary, representing rights to acquire additional ADRs in respect of any rights to subscribe for additional ordinary shares or rights of any nature available to the depositary as a result of a distribution on deposited securities, which we refer to in this prospectus as rights, to the extent that Holding timely furnishes to the depositary evidence satisfactory to it that it may lawfully distribute the same, or
• to the extent Holding does not furnish this evidence and sales of rights are practicable, any U.S. dollars available to the depositary from the net proceeds of sales of rights as in the case of cash, or
• to the extent Holding does not furnish this evidence and sales cannot practicably be accomplished by reason of the non-transferability of the rights, limited markets for the rights, their short duration or otherwise, nothing, and any rights may lapse.
• Other Distributions.
• Securities or property available to the depositary resulting from any distribution on deposited securities other than cash, share distributions and rights, which we refer to in this prospectus as other distributions, by any means that the depositary may deem equitable and practicable, or
• to the extent the depositary deems distribution of securities or property not to be equitable and practicable, any U.S. dollars available to the depositary from the net proceeds of sales of other distributions as in the case of cash. U.S. dollars available will be distributed by checks drawn on a bank in the United States for whole dollars and cents, any fractional cents being withheld without liability for interest and added to future cash distributions.

To the extent that the depositary determines in its discretion that any distribution is not practicable with respect to any holder, the depositary may make the distribution as it determines is practicable, including the distribution of foreign currency, securities or property, or appropriate documents evidencing the right to receive foreign currency, securities or property, or the retention thereof as deposited securities with respect to such holder’s ADRs without liability for interest thereon or the investment thereof.

Disclosure of Interests

     To the extent that the provisions of or governing any deposited securities may:

• require disclosure of, or impose limits on, beneficial or other ownership of deposited securities, ordinary shares and other securities, and
• may provide for blocking transfer, voting or other rights to enforce this disclosure or limits,

holders and all persons holding ADRs agree to comply with all disclosure requirements and ownership limitations and to cooperate with the depositary in the depositary’s compliance with any instructions from Holding in respect of disclosure requirements and ownership limitations. The depositary will use reasonable efforts to comply with all of Holding’s instructions, as well.

Record Dates

     The depositary shall, after consultation with Holding if practicable, fix a record date, which shall be as near as practicable to any corresponding record date set by Holding, for the determination of the holders of ADSs who shall be entitled to receive any distribution on or in respect of deposited securities, to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters, and only these holders shall be so entitled.

Voting of Deposited Securities

As soon as practicable after receipt from Holding of notice of any meeting or solicitation of consents or proxies of holders of ADSs or other deposited shares, the depositary shall mail to holders of ADSs a notice stating:

• the information contained in the notice and any solicitation materials,
• that each holder of ordinary shares on the record date set by the depositary will be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by the holder’s ADRs, and
• the manner in which the instructions may be given, including instructions to give a discretionary proxy to a person designated by Holding.

Upon receipt of instructions of a holder of ordinary shares, on the record date in the manner and on or before the date established by the depositary for this purpose, the depositary shall endeavor, insofar as practicable and permitted under the provisions of or governing the deposited securities, to vote or cause to be voted, or to grant a discretionary proxy to a person designated by Holding to vote, the deposited securities represented by the ADSs evidenced by that holder’s ADRs in accordance with the holder’s instructions. The depositary will not itself exercise any voting discretion in respect of any deposited securities.

Inspection of Transfer Books

The deposit agreement provides that the depositary will keep books at its transfer office for the registration, registration of transfer, combination and split-up of ADSs, which, at all reasonable times, will be open for inspection by the holders of ADSs and Holding for the purpose of communicating with these holders in the interest of the business of Holding or a matter related to the deposit agreement.

Reports and Other Communications

On or before the first date on which Holding makes any communication available to holders of deposited securities by publication or otherwise or publicly files or submits any communication to any securities regulatory authority or stock exchange, Holding shall transmit to the depositary a copy of the communication in English or with an English translation or summary to the extent required under the Exchange Act. The deposit agreement, the provisions of or governing the deposited securities and any written communications from Holding, which are received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities, are available for inspection by holders of ADSs at the offices of the depositary and the custodian and at the depositary’s transfer office. The depositary will mail copies of these communications, or English translations or summaries of the communications, to holders of ADSs when furnished by Holding.

In connection with any registration statement under the Securities Act relating to the ADSs or with any undertaking contained in the registration statement, Holding and the depositary shall each furnish to the other and to the SEC or any successor governmental agency the necessary information to make these filings or comply with the undertakings. Holding has delivered to the depositary, the custodian and any transfer office, a copy of all provisions of or governing the ordinary shares and any other deposited securities issued by Holding or any affiliate of Holding and, promptly upon any change thereto, Holding shall delver to the depositary, the custodian and any transfer office, a copy, in English or with an English translation, of the provisions as changed. The depositary and its agent may rely upon Holding’s delivery of these changes for all purposes of the deposit agreement.

Changes Affecting Deposited Securities

Generally, the depositary may, in its discretion, amend the form of ADR or distribute additional or amended ADRs, with or without calling the ADRs for exchange, or cash, securities or property on the record date set by the depositary to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities, any share distribution or other distribution not distributed to holders of ADSs or any cash, securities or property available to the depositary in respect of deposited securities from, and in the deposit agreement, the depositary is authorized to surrender any deposited securities to any person and to sell by public or private sale any property received in connection with, any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of the assets of Holding. Additionally, to the extent the depositary does not amend the ADRs or make a distribution to the holders of the ADSs to reflect any of the above, or the net proceeds, whatever cash, securities or property results from any of the above shall constitute deposited securities and each ADS evidenced by the ADRs shall automatically represent its pro rata interest in the deposited securities as then constituted.

Amendment and Termination of Deposit Agreement

Generally, the ADRs and the deposit agreement may be amended by Holding and the depositary. However, any amendment that imposes or increases any fees or charges, other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other similar expenses, or that shall otherwise prejudice any substantial existing right of the holders of ADSs, shall become effective 30 days after notice of the amendment has been given to the holders. Every holder of an ADR at the time any amendment to the deposit agreement becomes effective shall be deemed, by continuing to hold the ADR, to consent and agree to the amendment and to be bound by the deposit agreement as amended. In no event shall any amendment impair the right of the holder of any ADR to surrender the ADR and receive the deposited securities represented by the ADR, except in order to comply with mandatory provisions of applicable law.

The depositary shall, at the written direction of Holding, terminate the deposit agreement and the ADRs by mailing notice of termination to the holders of ADSs at least 30 days prior to the date fixed in the notice for termination. The depositary may terminate the deposit agreement, after giving this notice at any time 30 days after the depositary has delivered to Holding its written resignation. However, no successor depositary may be appointed or accept its appointment before the end of this 30 day period. After the date fixed for termination, the depositary and its agents will perform no further acts under the deposit agreement and the ADRs, except:

• to advise holders of the ADSs of the termination,
• receive and hold, or sell, distributions on the deposited securities, and
• deliver the deposited securities being withdrawn.

As soon as practicable after the expiration of six months from the date fixed for termination, the depositary shall sell the deposited securities and shall thereafter and as long as it may lawfully do so hold in a segregated account the net proceeds of these sales, together with any other cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata benefit of the holders of the ADRs not already surrendered. After making this sale, the depositary shall be discharged from all obligations in respect of the deposit agreement and the ADRs, except to account for the net proceeds and other cash. After the date fixed for termination, Holding shall be discharged from all obligations under the deposit agreement, except for its obligations to the depositary and its agents.

Charges of Depositary

The depositary may charge each person to whom ADRs are issued against deposits of ordinary shares, including deposits in respect of share distributions, rights and other distributions, and each person surrendering ADRs for withdrawal of deposited securities, $5.00 for each 100 ADSs or portion of ADSs evidenced by the ADRs delivered or surrendered. The depositary may sell by public or private sale sufficient securities and property received in respect of share distributions, rights and other distributions prior to the deposit to pay this charge. Holding will pay all other charges and expenses of the depositary and any agent of the depositary, except the custodian, pursuant to agreements from time to time between Holding and the depositary, except:

• stock transfer or other taxes and other governmental charges, which are payable by the holders of the ADSs or persons depositing ordinary shares;
• cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or holders delivering, ordinary shares, ADRs or deposited securities, which are payable by these persons or holders of ADSs;
• transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, which are payable by persons depositing ordinary shares or holders of ADSs withdrawing deposited securities; there are no similar fees in respect of the ordinary shares as of the date of the deposit agreement; and
• expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars, which are paid out of the foreign currency.

Liability of Holders for Taxes

If any tax or other governmental charge shall become payable by or on behalf of the custodian or the depositary with respect to the ADRs, any deposited securities represented by the ADSs evidenced by the ADRs, or any distribution on the ADSs, this tax or other governmental charge shall be paid by the holder of the ADRs to the depositary. The depositary may refuse to effect any registration, registration of transfer, split-up or combination of ADRs or, generally, any withdrawal of the deposited securities until this payment is made. The depositary may also deduct from any distributions on or in respect of deposited securities, or may sell by public or private sale in a commercially reasonable manner for the account of the holder of the ADRs any part or all of the deposited securities, after attempting by reasonable means to notify the holder of the ADRs prior to that sale. The depositary may apply this deduction or the proceeds of any sale in payment of the tax or other governmental charge and shall reduce the number of ADSs evidenced by the ADRs to reflect any sales of deposited securities. The holder of the ADRs shall remain liable for any deficiency. In connection with any distribution to holders of ADSs, Holding or its agent will remit to the appropriate governmental authority or agency all amounts, if any, required to be withheld and owing to that governmental authority or agency by Holding. The depositary and the custodian will remit to the appropriate governmental authority or agency all amounts, if any, required to be withheld and owing to that authority or agency by the depositary or the custodian. The depositary shall forward to Holding or its agent the information from its records as Holding may reasonably request to enable Holding or its agent to file necessary reports with governmental authorities or agencies. If the depositary determines that any distribution in property other than cash, including ordinary shares or rights, on deposited securities is subject to any tax that the depositary or the custodian is obligated to withhold, the depositary may dispose of all or a portion of the property in amounts and in the manner as the depositary deems necessary and practicable to pay the taxes, by public or private sale in a commercially reasonable manner. The depositary shall distribute the net proceeds of any sale or the balance of any property after deduction of the taxes to the holders of the ADSs entitled to the proceeds or property.

General Limitations

The depositary, Holding, their respective agents and each of them shall:

• incur no liability if any present or future law, regulation of any country or of any governmental or regulatory authority or stock exchange, the provisions of or governing any deposited security, act of God, war or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the deposit agreement or the ADRs provides shall be done or performed by it, or by reason of any exercise or failure to exercise any discretion given it in the deposit agreement or the ADRs;
• assume no liability except to perform its obligations to the extent they are specifically set forth in the ADRs and the deposit agreement without gross negligence or bad faith;
• except in the case of Holding and its agents be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs;
• in the case of Holding and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which, in its opinion, may involve it in expense or liability, unless indemnity satisfactory to it against all expense, including fees and disbursements of counsel, and liability be furnished as often as may be required; or
• not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs, or any other person believed by it in good faith to be competent to give this advice or information.

The depositary, Holding and their respective agents may relay and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the deposited securities, provided that any omission is in good faith, for the manner in which any vote is cast, provided that the act is in good faith, or for the effect of any vote, provided that the action or omission is in good faith. The depositary and its agents may own and deal in any class of securities of Holding and its affiliates and in ADRs. Holding has agreed to indemnify the depositary and its duly authorized agents under specified circumstances and the depositary and its authorized agents have agreed to indemnify Holding against losses incurred by Holding to the extent the losses are due to negligence or bad faith. No disclaimer of liability under the Securities Act is intended by any provision of the deposit agreement.

Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect of the ADRs, or, generally, the withdrawal of any deposited securities, Holding, the depositary or the custodian may require:

• payment with respect to the ADRs of:
• any stock transfer or other tax or other governmental charge,
• any stock transfer or registration fees in effect for the registration of transfers of ordinary shares or other deposited securities upon any applicable register and
• any applicable charges as provided in the deposit agreement;
• the production of proof satisfactory to it of:
• the identity and genuineness of any signature and
• any other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing the deposited securities and terms of the deposit agreement and the ADRs, in each case as it may deem necessary or proper; and
• compliance with regulations as the depositary may establish consistent with the deposit agreement.

At the written request and expense of Holding, the depositary shall provide Holding with copies of the information the depositary receives pursuant to the production of proof above. The issuance of ADRs, the acceptance of deposits of ordinary shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the terms of the deposit agreement, the withdrawal of deposited securities may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when this type of action is deemed advisable by the depositary or Holding.

Governing Law

The deposit agreement is governed by and shall be construed in accordance with the laws of the State of New York.

Depositary

The depositary is JPMorgan Chase Bank, a New York banking corporation, which has its principal office located in New York, New York.

DESCRIPTION OF DEBT SECURITIES

We, the Bank, or LaSalle Funding may elect to offer debt securities. The following description of debt securities sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate. Holding’s senior debt securities would be issued under a senior indenture, between Holding and a trustee to be named in the appropriate prospectus supplement. Holding’s subordinated debt securities would be issued under a subordinated indenture between Holding and a trustee to be named in the appropriate supplemental indenture. The senior or subordinated indenture, a form of each of which is included as an exhibit to the registration statement of which this prospectus is a part, will be executed at the time we issue any debt securities. Any supplemental indentures will be filed with the SEC on a Form 6-K or by a post-effective amendment to the registration statement of which this prospectus is a part.

LaSalle Funding’s and the Bank’s senior debt securities would be issued under a senior indenture between that entity, Holding, as guarantor, and a trustee to be named in the appropriate prospectus supplement. LaSalle Funding’s or the Bank’s subordinated debt securities, as the case may be, would be issued under a subordinated indenture between that entity, Holding, as guarantor, and a trustee to be named in the appropriate prospectus supplement.

All of the indentures are sometimes referred to in this prospectus collectively as the “indentures” and each, individually, as an “indenture.” All senior indentures are sometimes referred to in this prospectus collectively as the “senior indentures” and each, individually, as a “senior indenture.” All subordinated indentures are sometimes referred to in this prospectus collectively as the “subordinated indentures” and each, individually, as a “subordinated indenture.” The particular terms of the debt securities offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered debt securities, will be described in the applicable prospectus supplement. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. The terms of the debt securities will include those stated in the indentures and those made part of the indentures by reference to the Trust Indenture Act.

Because the following summaries of the material terms and provisions of the indentures and the related debt securities are not complete, you should refer to the forms of the indentures and the debt securities for complete information on some of the terms and provisions of the indentures, including definitions of some of the terms used below, and the debt securities. The senior indentures and subordinated indentures are substantially identical to one another, except for specific provisions relating to subordination contained in the subordinated indentures.

General

The senior debt securities will be the issuer’s direct, unsecured and unsubordinated general obligations and will have the same rank in liquidation as all of the issuer’s other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured obligations of the issuer, subordinated in right of payment to the prior payment in full of all senior indebtedness of the issuer with respect to such series, as described below under “Subordination of the Subordinated Debt Securities” and in the applicable prospectus supplement.

Payments

The issuer may issue debt securities from time to time in one or more series. The provisions of the indentures allow the issuer to “reopen” a previous issue of a series of debt securities and issue additional debt securities of that series. The debt securities may be denominated and payable in U.S. dollars or foreign currencies. The issuer may also issue debt securities from time to time with the principal amount or interest payable on any relevant payment date to be determined by reference to one or more currency exchange rates, securities or baskets of securities, commodity prices or indices. Holders of these types of debt securities will receive payments of principal or interest that depend upon the value of the applicable currency, security or basket of securities, commodity or index on the relevant payment dates.

Debt securities may bear interest at a fixed rate, which may be zero, a floating rate, or a rate which varies during the lifetime of the debt security. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate may be sold at a discount below their stated principal amount.

Terms Specified in the Applicable Prospectus Supplement

The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to any offered debt securities:

• the specific designation;
• the aggregate principal amount, purchase price and denomination;
• the currency in which the debt securities are denominated and/or in which principal, premium, if any, and/or interest, if any, is payable;
• the date of maturity;
• the interest rate or rates or the method by which the calculation agent will determine the interest rate or rates, if any;
• the interest payment dates, if any;
• the place or places for payment of the principal of and any premium and/or interest on the debt securities;
• any repayment, redemption, prepayment or sinking fund provisions, including any redemption notice provisions;
• whether we will issue the debt securities in registered form or bearer form or both and, if we are offering debt securities in bearer form, any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of those debt securities in bearer form;
• whether we will issue the debt securities in definitive form and under what terms and conditions;
• the terms on which holders of the debt securities may convert or exchange these securities into or for stock or other securities of an entity unaffiliated with us, any specific terms relating to the adjustment of the conversion or exchange feature and the period during which the holders may make the conversion or exchange;
• information as to the methods for determining the amount of principal or interest payable on any date and/or the currencies, securities or baskets of securities, commodities or indices to which the amount payable on that date is linked;
• any agents for the debt securities, including trustees, depositaries, authenticating or paying agents, transfer agents or registrars;
• any applicable United States federal income tax consequences and Netherlands income tax consequences, including, but not limited to:
• whether and under what circumstances the issuer will pay additional amounts on debt securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem those debt securities rather than pay the additional amounts;
• tax considerations applicable to any discounted debt securities or to debt securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes; and
• tax considerations applicable to any debt securities denominated and payable in foreign currencies;
• whether certain payments on the debt securities will be guaranteed under a financial insurance guaranty policy and the terms of that guaranty;
• any applicable selling restrictions; and
• any other specific terms of the debt securities, including any modifications to or additional events of default, covenants or modified or eliminated acceleration rights, and any terms required by or advisable under applicable laws or regulations, including laws and regulations relating attributes required for the debt securities to be afforded certain capital treatment for bank regulatory or other purposes.

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates and may be sold at a discount below their stated principal amount. The applicable prospectus supplement will contain information relating to federal income tax, accounting, and other special considerations applicable to these.

Registration and Transfer of Debt Securities

Holders may present debt securities for exchange, and holders of registered debt securities may present these securities for transfer, in the manner, at the places and subject to the restrictions stated in the debt securities and described in the applicable prospectus supplement. The issuer will provide these services without charge except for any tax or other governmental charge payable in connection with these services and subject to any limitations or requirements provided in the applicable indenture or the supplemental indenture or issuer order under which that series of debt securities is issued. Holders may transfer debt securities in bearer form and/or the related coupons, if any, by delivery to the transferee. If any of the securities are held in global form, the procedures for transfer of interests in those securities will depend upon the procedures of the depositary for those global securities.

Events of Default

Each indenture provides holders of debt securities with remedies if the issuer and/or guarantor, as the case may be, fails to perform specific obligations, such as making payments on the debt securities, or if the issuer and/or guarantor, as the case may be, becomes bankrupt. Holders should review these provisions and understand which actions trigger an event of default and which actions do not. Each indenture permits the issuance of debt securities in one or more series, and, in many cases, whether an event of default has occurred is determined on a series-by-series basis.

An event of default is defined under the indentures, with respect to any series of debt securities issued under that indenture, as any one or more of the following events, subject to modification in a supplemental indenture, each of which we refer to in this prospectus as event of default, having occurred and be continuing:

• default is made for more than 30 days in the payment of interest, premium or principal in respect of the securities;
• the issuer and/or guarantor, as the case may be, fails to perform or observe any of its other obligations under the securities and this failure has continued for the period of 60 days next following the service on us of notice requiring the same to be remedied;
• issuer’s and/or guarantor’s, as the case may be, bankruptcy, insolvency or reorganization under any applicable bankruptcy, insolvency or insolvency related reorganization law (including Chapter X of the Act on the Supervision of the Credit System (Wet toezicht kredietwezen 1992) of The Netherlands);
• an order is made or an effective resolution is passed for the winding up or liquidation of the issuer and/or guarantor, as the case may be; or
• any other event of default provided in the supplemental indenture or issuer order, if any, under which that series of debt securities is issued.

Acceleration of Debt Securities Upon an Event of Default

Each indenture provides that, unless otherwise set forth in a supplemental indenture:

• if an event of default occurs due to the default in payment of principal of, or any premium or interest on, any series of debt securities issued under the indenture, or due to the default in the performance or breach of any other covenant or warranty of the issuer and/or guarantor, as the case may be, applicable to that series of debt securities but not applicable to all outstanding debt securities issued under that indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in writing to the issuer and guarantor, as the case may be, may declare the principal of and accrued interest on the debt securities of such affected series (but not any other debt securities issued under that indenture) to be due and payable immediately;
• if an event of default occurs due to specified events of bankruptcy, insolvency or reorganization of the issuer and/or the guarantor, as the case may be, the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately; and
• if an event of default due to a default in the performance of any other of the covenants or agreements in the indenture applicable to all outstanding debt securities issued under the indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the indenture for which any applicable supplemental indenture does not prevent acceleration under the relevant circumstances, voting as one class, by notice in writing to the issuer and/or guarantor, as the case may be, may declare the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately.

Annulment of Acceleration and Waiver of Defaults

In some circumstances, if any and all events of default under the indenture, other than the non-payment of the principal of the securities that has become due as a result of an acceleration, have been cured, waived or otherwise remedied, then the holders of a majority in aggregate principal amount of all series of outstanding debt securities affected, voting as one class, may annul past declarations of acceleration or waive past defaults of the debt securities.

Indemnification of Trustee for Actions Taken on Your Behalf

Each indenture provides that the trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of debt securities issued under that indenture relating to the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred upon the trustee. In addition, each indenture contains a provision entitling the trustee, subject to the duty of the trustee to act with the required standard of care during a default, to be indemnified by the holders of debt securities issued under the indenture before proceeding to exercise any right or power at the request of holders. Subject to these provisions and specified other limitations, the holders of a majority in aggregate principal amount of each series of outstanding debt securities of each affected series, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

Limitation on Actions by You as an Individual Holder

Each indenture provides that no individual holder of debt securities may institute any action against us under that indenture, except actions for payment of overdue principal and interest, unless the following actions have occurred:

• the holder must have previously given written notice to the trustee of the continuing default;
• the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, treated as one class, must have:
• requested the trustee to institute that action and
• offered the trustee reasonable indemnity;
• the trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and
• the holders of a majority in principal amount of the outstanding debt securities of each affected series, voting as one class, must not have given directions to the trustee inconsistent with those of the holders referred to above.

Each indenture contains a covenant that the issuer and guarantor, if applicable, will file annually with the trustee a certificate of no default or a certificate specifying any default that exists.

Discharge, Defeasance and Covenant Defeasance

The issuer has the ability to eliminate most or all of its obligations on any series of debt securities prior to maturity if it complies with the following provisions:

Discharge of Indenture. The issuer may discharge all of its obligations, other than as to transfers and exchanges, under the indenture after it has:

• paid or caused to be paid the principal of and interest on all of the outstanding debt securities in accordance with their terms;
• delivered to the applicable trustee for cancellation all of the outstanding debt securities; or
• irrevocably deposited with the applicable trustee cash or, in the case of a series of debt securities payable only in U.S. dollars, U.S. government obligations in trust for the benefit of the holders of any series of debt securities issued under the indenture that have either become due and payable, or are by their terms due and payable, or are scheduled for redemption, within one year, in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, those debt securities. However, the deposit of cash or U.S. government obligations for the benefit of holders of a series of debt securities that are due and payable, or are scheduled for redemption, within one year will discharge obligations under the applicable indenture relating only to that series of debt securities.

Defeasance of a Series of Securities at Any Time. The issuer may also discharge all of its obligations, other than as to transfers and exchanges, under any series of debt securities at any time, which we refer to as defeasance in this prospectus. The issuer may be released with respect to any outstanding series of debt securities from the obligations imposed by the covenants described above limiting consolidations, mergers, asset sales and leases, and elect not to comply with those sections without creating an event of default. Discharge under those procedures is called covenant defeasance.

     Defeasance or covenant defeasance may be effected only if, among other things:

• the issuer irrevocably deposits with the relevant trustee cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and
• the issuer delivers to the relevant trustee an opinion of counsel to the effect that:
• the holders of the series of debt securities being defeased will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance; and
• the defeasance or covenant defeasance will not otherwise alter those holders’ United States federal income tax treatment of principal and interest payments on the series of debt securities being defeased; in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of this prospectus, since that result would not occur under current tax law.

Modification of the Indenture

Modification without Consent of Holders. The issuer and the relevant trustee may enter into supplemental indentures without the consent of the holders of debt securities issued under each indenture to:

• secure any debt securities;
• evidence the assumption by a successor corporation of our obligations;
• add covenants for the protection of the holders of debt securities;
• cure any ambiguity or correct any inconsistency;
• establish the forms or terms of debt securities of any series; or
• evidence the acceptance of appointment by a successor trustee.

Modification with Consent of Holders. Each issuer and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of each affected series of outstanding debt securities, voting as one class, may add any provisions to, or change in any manner or eliminate any of the provisions of, the indenture or modify in any manner the rights of the holders of those debt securities. However, the issuer and the trustee may not make any of the following changes to any outstanding debt security without the consent of each holder that would be affected by the change:

• extend the final maturity of the security;
• reduce the principal amount;
• reduce the rate or extend the time of payment of interest;
• reduce any amount payable on redemption;
• change the currency in which the principal, including any amount of original issue discount, premium, or interest on the security is payable;
• modify or amend the provisions for conversion of any currency into another currency;
• reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy;
• alter the terms on which holders of the debt securities may convert or exchange debt securities for stock or other securities or for other property or the cash value of the property, other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the debt securities;
• impair the right of any holder to institute suit for the enforcement of any payment on any debt security when due; or
• reduce the percentage of debt securities the consent of whose holders is required for modification of the Indenture.

Form of Debt Security

Each debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Both certificated securities in definitive form and global securities may be issued either:

• in registered form, where the issuer’s obligation runs to the holder of the security named on the face of the security or
• in bearer form, where the issuer’s obligation runs to the bearer of the security.

Definitive securities name you or your nominee as the owner of the security, other than definitive bearer securities, which name the bearer as owner, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable.

Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities, other than global bearer securities, which name the bearer as owner. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

Registered Global Securities. The issuer may issue the debt securities in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees. If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements:

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or selling agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities. So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture.

Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of the issuer, the guarantor, if applicable, the trustee or any other agent of the issuer, guarantor or agent of the trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by the issuer within 90 days, the issuer will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. In addition, the issuer may, at any time and in its sole discretion, decide not to have any of the securities represented by one or more registered global securities. If the issuer makes that decision, it will issue securities in definitive form in exchange for all of the registered global security or securities representing those securities. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

Bearer Global Securities. The securities may also be issued in the form of one or more bearer global securities that will be deposited with a common depositary for the Euroclear System and Clearstream Banking, société anonyme or with a nominee for the depositary identified in the prospectus supplement relating to those securities. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any securities to be represented by a bearer global security will be described in the prospectus supplement relating to those securities.

Limitations on Issuance of Bearer Securities. In compliance with United States federal income tax laws and regulations, bearer securities, including bearer securities in global form, will not be offered, sold or delivered, directly or indirectly, in the United States or its possessions or to United States persons, as defined below, except as otherwise permitted by United States Treasury Regulations Section 1.163-5(c)(2)(i)(D). Any underwriters, selling agents or dealers participating in the offerings of bearer securities, directly or indirectly, must agree that they will not, in connection with the original issuance of any bearer securities or during the restricted period with respect to the bearer notes as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), which we refer to in this prospectus as the restricted period, offer, sell or deliver, directly or indirectly, any bearer securities in the United States or its possessions or to United States persons, other than as permitted by the applicable Treasury Regulations described above. In addition, any underwriters, selling agents or dealers must have procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling bearer securities are aware of the above restrictions on the offering, sale or delivery of bearer securities.

Bearer securities, other than temporary global debt securities and bearer securities that satisfy the requirements of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(iii), and any coupons appertaining to these securities, will not be delivered in definitive form, and no interest will be paid on these securities, unless the issuer has received a signed certificate in writing or an electronic certificate described in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of that certificate the bearer security:

• is owned by a person that is not a United States person;
• is owned by a United States person that:
• is a foreign branch of a United States financial institution, as defined in applicable United States Treasury Regulations, which we refer to in this prospectus as a financial institution, purchasing for its own account or for resale, or
• is acquiring the bearer security through a foreign branch of a United States financial institution and who holds the bearer security through that financial institution through that date, and in either of these cases, each of those United States financial institutions agrees, on its own behalf or through its agent, that the issuer may be advised that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder; or
• is owned by a United States or foreign financial institution for the purposes of resale during the restricted period and, in addition, if the owner of the bearer security is a United States or foreign financial institution described in this clause, whether or not also described in the first or second clause above, the financial institution certifies that it has not acquired the bearer security for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We will make payments on bearer securities only outside the United States and its possessions except as permitted by the above regulations. Bearer securities, other than temporary global securities, and any coupons issued with bearer securities, will bear the following legend:

Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code.

The sections referred to in this legend provide that, with exceptions, a United States person who holds the bearer security or coupon will not be permitted to deduct any loss, and will not be eligible for capital gain treatment with respect to any gain, realized on the sale, exchange or redemption of that bearer security or coupon.

     As used herein, United States person means a citizen or resident of the United States for United States federal income tax purposes, a corporation or partnership, including an entity treated as a corporation or partnership for United States federal income tax purposes, created or organized in or under the laws of the United States, or any state of the United States or the District of Columbia, or an estate or a trust the income of which is subject to United States federal income taxation regardless of its source. In addition, some trusts treated as United States persons before August 20, 1996 may elect to continue to be so treated to the extent provided in the Treasury Regulations.

Guarantee

ABN AMRO Holding or ABN AMRO Bank will fully and unconditionally guarantee payment in full to the holders of the debt securities issued by LaSalle Funding. Debt securities and guarantees issued by ABN AMRO Bank will be fully and unconditionally guaranteed by ABN AMRO Holding. The guarantee is set forth in, and forms part of, the indenture under which the debt securities will be issued. If, for any reason, LaSalle Funding or the Bank, as the case may be, does not make any required payment in respect of its debt securities when due, the guarantor will cause the payment to be made to or to the order of the trustee. The guarantee will be on a senior basis when the guaranteed debt securities are issued under the senior indenture, and on a subordinated basis to the extent the guaranteed debt securities are issued under the subordinated indenture. The extent to which the guarantee is subordinated to other indebtedness of the guarantor will be substantially the same as the extent to which the subordinated debt issued by the issuer is subordinated to the other indebtedness of the issuer as described below under “—Subordination of the Subordinated Debt Securities.” The holder of the guaranteed security may sue the guarantor to enforce its rights under the guarantee without first suing any other person or entity.

Subordination of the Subordinated Debt Securities

Subordinated debt securities issued by an issuer will, to the extent set forth in the applicable subordinated indenture, be subordinate in right of payment to the prior payment in full of all senior indebtedness of the issuer, whether outstanding at the date of the subordinated indenture or incurred after that date. In the event of:

• any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the issuer or to its creditors, as such, or to its assets; or
• any voluntary or involuntary liquidation, dissolution or other winding up of the issuer, whether or not involving insolvency or bankruptcy; or
• any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the issuer,

then the holders of senior indebtedness of the issuer will be entitled to receive payment in full of all amounts due or to become due on or in respect of all its senior indebtedness, or provision will be made for the payment in cash, before the holders of the subordinated debt securities of the issuer are entitled to receive or retain any payment on account of principal of, or any premium or interest on, or any additional amounts with respect to, the subordinated debt securities. The holders of senior indebtedness of the issuer will be entitled to receive, for application to the payment of the senior indebtedness, any payment or distribution of any kind or character, whether in cash, property or securities, including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the issuer being subordinated to the payment of its subordinated debt securities. This payment may be payable or deliverable in respect of its subordinated debt securities in any case, proceeding, dissolution, liquidation or other winding up event.

By reason of subordination, in the event of liquidation or insolvency of the issuer, holders of senior indebtedness of the issuer and holders of other obligations of the issuer that are not subordinated to its senior indebtedness may recover more ratably than the holders of subordinated debt securities of the issuer.

Subject to the payment in full of all senior indebtedness of the issuer, the rights of the holders of subordinated debt securities of the issuer will be subrogated to the rights of the holders of its senior indebtedness to receive payments or distributions of cash, property or securities of the issuer applicable to its senior indebtedness until the principal of, any premium and interest on, and any additional amounts with respect to, its subordinated debt securities have been paid in full.

No payment of principal, including redemption and sinking fund payments, of, or any premium or interest on, or any additional amounts with respect to the subordinated debt securities of the issuer, or payments to acquire these securities, other than pursuant to their conversion, may be made:

• if any senior indebtedness of the issuer is not paid when due and any applicable grace period with respect to the default has ended and the default has not been cured or waived or ceased to exist, or
• if the maturity of any senior indebtedness of the issuer has been accelerated because of a default.

The subordinated indentures do not limit or prohibit the issuer from incurring additional senior indebtedness, which may include indebtedness that is senior to its subordinated debt securities, but subordinate to the issuer’s other obligations.

The subordinated indentures provide that these subordination provisions, insofar as they relate to any particular issue of subordinated debt securities by the issuer, may be changed prior to the issuance. Any change would be described in the applicable prospectus supplement.

New York Law to Govern

The indentures and the debt securities will be governed by the laws of the State of New York.

Information Concerning the Trustee

Information about the indenture trustee will be set forth by amendment hereof or in the applicable prospectus supplement. The trustee under one indenture may also serve as trustee under some or all of the other indentures, and may also serve as property trustee and guarantee trustee with respect to the preferred securities issued by the ABN AMRO Capital Funding Trusts. We and our subsidiaries may maintain ordinary banking relationships and custodial facilities with the trustee and affiliates of the trustee.

DESCRIPTION OF TRUST PREFERRED SECURITIES

The trust preferred securities will be issued pursuant to an amended and restated trust agreement between LaSalle Funding, the trustees of the trust and the holders from time to time of the trust’s preferred and common securities. LaSalle Funding may assign all of its rights and obligations under one or more of the trust agreements to Holding or a direct or indirect wholly owned subsidiary of Holding. The amended and restated trust agreement will be executed at the time we issue any preferred securities and will be filed with the SEC on Form 6-K or by a post-effective amendment to the registration statement of which this prospectus is a part. The amended and restated trust agreement may be qualified under the Trust Indenture Act of 1939, as amended. The terms of the trust securities will include those stated in the amended and restated trust agreement and those made part of the amended and restated trust agreement by reference to the Trust Indenture Act. The specific terms of the preferred securities will be described in the applicable supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to those preferred securities.

General

Each trust agreement will authorize the regular trustees to issue on behalf of the applicable Trust, referred to in this section collectively as a trust, one series of preferred securities that have the terms described in a prospectus supplement. The proceeds from the sale of a trust’s preferred and common securities will be used by the trust to purchase either a series of fixed income securities or preferred securities from Holding or an affiliate thereof, including an LLC. Such securities are referred to in this prospectus as intercompany securities. The intercompany securities will be held in trust by the property trustee for the benefit of the holders of the preferred and common securities issued by the trust.

Unless otherwise set forth in the applicable prospectus supplement, the trust preferred securities will be perpetual and non-cumulative. The terms of the preferred securities issued by the trust will mirror the terms of the intercompany securities held by the trust, and the trust will pass through the payments it receives on the intercompany securities. Such payments will be used to make payments on, or redeem, the trust preferred securities in accordance with the trust agreement as described in the applicable prospectus supplement. The assets of the trust available for distribution to the holders of its preferred securities generally will be limited to payments from the issuer of the intercompany securities held by the trust. If the issuer of the intercompany securities fails to make a payment on the intercompany securities, the trust will not have sufficient funds to make related payments, including distributions, on its preferred securities.

Under the securities guarantee of the trust’s preferred securities, Holding or the Bank, as guarantor, will agree to make payments of distributions and payments on redemption or liquidation with respect to the Trust’s preferred securities, but only to the extent the trust has funds available to make those payments and has not made the payments. Where the intercompany securities are not preferred shares issued by an ABN AMRO Capital Funding LLC, the trust will itself enter into a contingent guarantee with Holding or Bank, enforceable, as described below under “Description of the Preferred Securities Guarantees,” in connection with certain failure by the applicable guarantor to pay under the guarantee applicable to the holders of the preferred securities issued by the trust.

The preferred securities guarantees, when taken together with the obligations of the issuer under intercompany securities, any contingent guarantee and related agreements, will provide a full and unconditional guarantee by ABN AMRO Holding or the Bank of amounts due on the preferred securities issued by the trust.

It is intended that the trust will be capable of issuing preferred securities that qualify as Tier 1 capital for Holding or Bank, in accordance with the laws of The Netherlands and other applicable rules and regulations. The prospectus supplement relating to the preferred securities of the trust will describe the specific terms of the preferred securities, including:

• the name of the preferred securities;
• the dollar amount and number of securities issued;
• the annual distribution rate, or method of determining the rate, of distributions on the preferred securities, and date or dates from which any distributions will accrue;
• the payment date and the record date used to determine the holders who are to receive distributions;
• the right, if any, to defer distributions on the preferred securities upon extension of the payment periods of the related intercompany securities;
• the trust’s obligation, if any, to redeem or purchase the preferred securities and the terms and conditions on which the preferred securities may be redeemed or purchased;
• the terms and conditions, if any, on which the preferred securities may be redeemed at the trust’s option or at the option of the holders;
• the terms and conditions, if any, upon which the related intercompany securities may be distributed to holders of the preferred securities;
• the voting rights, if any, of the holders of the preferred securities;
• whether the preferred securities are to be issued in book-entry form and represented by one or more global certificates and, if so, the depository for the global certificates and the specific terms of the depositary arrangements;
• circumstances under which the trust will be dissolved, and provisions relating to liquidation and distribution upon dissolution;
• circumstances that constitute an event of default, and the consequences thereof;
• restrictions on, and conditions for, merger and amalgamation of the trust;
• restrictions on the right to amend the trust agreement following issuance of any securities by the trust;
• restrictions and requirements for the removal and replacement of trustees; and
• any other relevant rights, preferences, privileges, limitations or restrictions of the preferred securities.

The prospectus supplement may also describe the relevant United States federal income tax and ERISA considerations applicable to the purchase, holding and disposition of the preferred securities of the trust.

Information Concerning the Property Trustee

For matters relating to compliance with the Trust Indenture Act, the property trustee will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act. The property trustee, other than during the occurrence and continuance of an event of default under the trust agreement, undertakes to perform only the duties as are specifically set forth in the trust agreement and, after an event of default, must use the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the property trustee is under no obligation to exercise any of the powers given it by the trust agreement at the request of any holder of the preferred securities unless it is offered reasonable security or indemnity against the costs, expenses and liabilities that it might incur.

The property trustee which may be the property trustee for each ABN AMRO Capital Funding Trust, also may serve as the guarantee trustee under the preferred securities guarantee described below. We and some of our and its affiliates may maintain banking relationships with the trustee.

Miscellaneous

The regular trustees of each ABN AMRO Capital Funding Trust will be authorized and directed to conduct the affairs of and to operate the trust in such a way that:

• it will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes;
• the intercompany securities held by it will be treated as indebtedness of us or the holder of the trust’s common securities, as the case may be, for United States federal income tax purposes; and
• it will not be deemed to be an investment company required to be registered under the Investment Company Act.

The issuer of the related intercompany securities and the trustees of the trust will be authorized to take any action, so long as it is consistent with applicable law, the certificate of trust or trust agreement, that the issuer of the related intercompany securities and the trustees of the trust determine to be necessary or desirable for the above purposes.

Registered holders of the preferred securities will have no preemptive or similar rights.

No ABN AMRO Capital Funding Trust may incur indebtedness or place a lien on any of its assets.

Governing Law

The trust agreement and the preferred securities will be governed by the laws of the State of Delaware.

Guarantee

The payment obligations with respect to the preferred securities issued by any ABN AMRO Capital Funding Trust hereunder will be fully and unconditionally guaranteed by ABN AMRO Holding or the Bank as described below under “Description of the Preferred Securities Guarantees.” Guarantees issued by ABN AMRO Bank will be fully and unconditionally guaranteed by ABN AMRO Holding.

DESCRIPTION OF LLC PREFERRED SECURITIES

The LLC preferred securities will be issued pursuant to an amended and restated LLC Agreement between the holders from time to time of the LLC’s preferred and common securities. The amended and restated LLC Agreement will be executed at the time the LLC issues any preferred securities and will be filed with the SEC on Form 6-K or by a post-effective amendment to the registration statement of which this prospectus is a part. The amended and restated LLC Agreement may be qualified under the Trust Indenture Act of 1939, as amended. The terms of the preferred securities will include those stated in the amended and restated LLC Agreement and those made part of the amended and restated LLC Agreement by reference to the Trust Indenture Act. The specific terms of the preferred securities will be described in the applicable supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to those preferred securities.

Each LLC will issue limited liability company interests consisting of common securities, and one or more series of preferred securities. A series of preferred securities will either be of a class with certain senior rights, referred to as senior preferred securities, or a class that does not have such rights, referred to as junior preferred securities. The LLC Agreement will authorize the LLC to issue the junior preferred securities, either to an ABN AMRO Capital Funding Trust or otherwise, and the common securities and senior preferred securities initially to Holding or one or more wholly owned subsidiaries of Holding. Unless otherwise set forth in the applicable prospectus supplement, the LLC preferred securities will be perpetual and non-cumulative.

The proceeds from the sale of the preferred and common securities will be used by the LLC to purchase either a series of fixed income securities or preferred securities from Holding or an affiliate thereof. Such securities are referred to in this prospectus as intercompany securities.

Under the securities guarantee of the LLC’s preferred securities, Holding or the Bank, as guarantor, will agree to make payments of distributions and payments on redemption or liquidation with respect to the LLC’s preferred securities. The LLC will itself enter into a contingent guarantee with Holding or Bank, enforceable, as described below under “Description of the Preferred Securities Guarantees,” in connection with certain failure by the applicable guarantor to pay under the guarantee applicable to the holders of the preferred securities issued by the LLC or, where the preferred securities are issued to an ABN AMRO Captial Funding Trust, failure to pay under the guarantee applicable to the holders of the preferred securities issued by such trust.

The preferred securities guarantees, when taken together with the obligations of the issuer under intercompany securities, any contingent guarantee and related agreements, will provide a full and unconditional guarantee by ABN AMRO Holding or the Bank of amounts due on the preferred securities issued by the LLC.

It is intended that the LLC will be capable of issuing preferred securities that qualify as Tier 1 capital for Holding or Bank, in accordance with the laws of The Netherlands and other applicable rules and regulations. In a offering of securities intended to qualify for Tier 1 treatment by Holding or the Bank, unless otherwise specified in the applicable prospectus supplement, the holders of the junior preferred securities will be afforded liquidation and dividend payments similar to those of Tier 1 eligible preferred securities, with economic terms substantially similar to those of the junior preferred securities, that could be issued directly by Holding or the Bank. The prospectus supplement relating to the preferred securities of the LLC will describe the specific terms of the preferred securities, including:

• the designations of the LLC preferred securities;
• the number and liquidation preference of the LLC preferred securities;
• the relative rights of the securities issued by the LLC;
• the dividend rate, or method of determining rate, and date or dates from which any dividends will accumulate;
• whether the dividend will be non-cumulative;
• any limitations on the LLC’s authorization to declare dividends on the one or more series of LLC preferred securities, and the criteria for determining whether and to what extent the LLC will be required to pay dividends on its preferred securities;
• the LLC’s obligation, if any, to redeem or purchase the preferred securities and the terms and conditions on which the preferred securities may be redeemed or purchased;
• the terms and conditions, if any, on which the preferred securities may be redeemed at the LLC’s option or at the option of the holders;
• the terms and conditions, if any, upon any conversion or exchange of preferred securities of the LLC into other securities, including shares of Holding;
• the voting rights, if any, of the holders of the LLC’s securities;
• whether the preferred securities are to be issued in book-entry form and represented by one or more global certificates and, if so, the depository for the global certificates and the specific terms of the depositary arrangements;
• whether and to what extent the LLC will be required to pay any additional amounts in respect of withholding tax or other taxes;
• the right, if any, of the LLC to change the dividend preference of the preferred securities;
• circumstances under which the LLC will be dissolved, and provisions relating to liquidation and distribution upon dissolution;
• circumstances that constitute an event of default, and the consequences thereof;
• restrictions on, and conditions for, merger and amalgamation of the LLC;
• restrictions on the right to amend the LLC Agreement following issuance of any securities by the LLC; and
• any other relevant rights, preferences, privileges, limitations or restrictions of the preferred securities.

The prospectus supplement may also, if relevant, describe the relevant United States federal income tax and ERISA considerations applicable to the purchase, holding and disposition of the preferred securities.

Miscellaneous

Unless otherwise set forth in the applicable supplement to this prospectus, the Board of each LLC will be authorized and directed to conduct the affairs of the LLC in such a way that (i) the LLC will not be deemed to be required to register under the Investment Company Act and (ii) the LLC will not be treated as an association or as a ‘‘publicly traded partnership’’ (within the meaning of Section 7704 of the Code) taxable as a corporation for United States federal income tax purposes. In this connection, the Board of each LLC will be authorized to take any action, not inconsistent with applicable law or the LLC Agreement, that the Board determines in its discretion to be necessary or desirable for such purposes, so long as such action does not adversely affect the interests of the holders of the junior preferred securities. Any amendment of the applicable LLC Agreement relating to dividends or the guarantee will require consent of each holder of the junior preferred securities.

Guarantee

The payment obligations with respect to any securities issued by any of the LLCs hereunder will be fully and unconditionally guaranteed by ABN AMRO Holding or the Bank as described below under “Description of the Preferred Securities Guarantees.” The payment obligations under such guarantee will be further guaranteed by the conditional guarantee between the guarantor and each LLC. Guarantees issued by ABN AMRO Bank will be fully and unconditionally guaranteed by ABN AMRO Holding.

DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

ABN AMRO Holding or ABN AMRO Bank, referred to in this prospectus as the guarantor, will guarantee payment in full to the holders of the securities listed herein to be issued by each of the Trusts and each of the LLCs. This guarantee, in combination with certain other agreements, as discussed below under “—Relationships Defining the Scope of the Guarantee,” will constitute a full and unconditional guarantee. Each guarantee will constitute a guarantee of payment and not of collection. This means that the holder of the guaranteed security may sue the guarantor to enforce its rights under the guarantee without first suing any other person or entity.

The guarantee for the preferred securities of the Trusts and the LLCs will be issued pursuant to a guarantee agreement between the Bank or Holding, as guarantor, and a guarantee trustee to be specified in the applicable prospectus supplement. The guarantee agreement will be executed at the time we issue any preferred securities and will be filed with the SEC on a Form 6-K or by a post-effective amendment to the registration statement of which this prospectus is a part. The guarantee agreement will be held by the guarantee trustee for the benefit of the holders of preferred securities of the Trusts.

Each agreement establishing the guarantee may be qualified under the Trust Indenture Act of 1939, as amended. The terms of each guarantee will include those stated in the applicable guarantee agreement and those made part of such guarantee agreement by reference to the Trust Indenture Act. The documents establishing such guarantee, and the specific terms of such guarantee, including its seniority, are described in greater detail in the accompanying prospectus supplement.

Unless otherwise set forth herein or in the prospectus supplement, each securities guarantee will constitute an unsecured obligation of the Bank or Holding as guarantor, and will rank junior to all other obligations of Holding or the Bank, as the case may be, and effectively rank senior to Holding’s and the Bank’s ordinary shares. As a result, in the event of the guarantor’s bankruptcy, liquidation or reorganization or upon acceleration of any series of debt securities due to an event also triggering payment obligations on other debt, the guarantor’s assets will be available to pay its obligations on the guarantee only after all secured indebtedness and other indebtedness senior to the guarantee has been paid in full in cash or other payment satisfactory to the holders of the secured and senior indebtedness has been made. There may not be sufficient assets remaining to pay amounts due on any or all of the guarantees. Each guarantee also will be effectively subordinated to the indebtedness and other liabilities of the guarantor’s subsidiaries.

The specific terms of any guarantee will be explained in the applicable prospectus supplement, and such prospectus supplement will also set forth the extent to which the general terms of the guarantee set forth in this prospectus apply.

General

The guarantor will irrevocably agree to pay in full, to the holders of the Trust and LLC preferred securities, the guarantee payments described below, except to the extent previously paid. The guarantor will pay the guarantee payments when and as due, regardless of any defense, right of set-off or counterclaim that the trust may have or assert. The following payments, to the extent not paid by the Trust or LLC, as applicable, will be covered by the guarantee of the preferred securities:

• any accumulated and unpaid distributions required to be paid on the preferred securities, to the extent that the applicable Trust or LLC has funds available to make the payment;
• the redemption price, to the extent that the applicable Trust or LLC has funds available to make the payment; and
• upon a voluntary or involuntary dissolution, termination, winding–up or liquidation of the applicable Trust or LLC, other than in connection with a distribution of related intercompany securities to holders of the preferred securities, the lesser of:
• the aggregate of the liquidation amounts specified in the prospectus supplement for each preferred security plus all accumulated and unpaid distributions on the preferred security to the date of payment, to the extent the applicable Trust or LLC has funds available to make the payment; and
• the amount of assets of the applicable Trust or LLC remaining available for distribution to holders of its preferred securities upon its liquidation.

The guarantor’s obligation to make a guarantee payment may be satisfied by directly paying the required amounts to the holders of the preferred securities or by causing the applicable Trust or LLC to pay the amounts to the holders.

The preferred securities guarantee will be subject to the subordination provisions described below and will not apply to the payment of distributions and other payments on the preferred securities when the applicable Trust or LLC does not have sufficient funds legally and immediately available to make the distributions or other payments.

In addition, the guarantor will enter into a contingent guarantee with each LLC. The guarantor will also enter into a contingent guarantee with any Trust that has issued preferred shares to the public, to the extent the intercompany securities of a Trust do not consist of preferred shares issued by an LLC, on substantially the same terms as described herein with respect to the contingent guarantee of the LLC preferred securities.

Unless otherwise specified in the applicable prospectus supplement, the contingent guarantee will require the guarantor to pay to the other party to the contingent guarantee the payments under the guarantee, to the extent that any such payments remain unpaid, plus interest accrued since the date of the claim under the guarantee. If a claim has been made under the guarantee by the guarantee trustee or a holder of a security issued by the LLC or any affiliated Trust, and such claim remains unpaid for 180 days or more, then the independent director appointed by the holders of the junior preferred securities pursuant to the terms of the LLC Agreement, shall enforce the claim of the LLC without prejudice to the claims of the guarantee trustee or the holders of the junior preferred securities or the Trust’s preferred securities under the guarantee. The independent director appointed to enforce the contingent guarantee will be elected by the holders of the junior preferred securities upon the non-payment within one day following the making of a claim by the guarantee trustee or a holder of the junior preferred securities or the trust preferred securities under the guarantee. Pursuant to the LLC Agreement, the LLC will distribute any distribution received with respect to the contingent guarantee to the holders of junior preferred securities pro rata, except to the extent that any such holder or holder of trust preferred securities received payments under the guarantee. To the extent the LLC junior preferred securities are held by an affiliated trust, such trust will, in turn, be distributed pro rata by the trust to the holders of the trust preferred securities, but without duplication with any prior payments under the securities, the guarantee or the contingent guarantee.

Status of Guarantee

The guarantee of preferred securities of the Trusts and the LLCs will constitute an unsecured obligation of the Bank or Holding, as guarantor, and will rank:

• subordinate and junior in right of payment to all of the guarantor’s other liabilities except those that rank equally or are subordinate by their terms; and
• equal with any other preferred securities guarantee now or hereafter issued by the guarantor of the related intercompany securities on behalf of the holders of the preferred securities issued by any other trust or LLC, as applicable.

Unless otherwise specified in the applicable prospectus supplement, the Bank or Holding, as applicable, will make all payments of principal of and premium, if any, interest and any additional amounts on, or in respect of, the trust preferred securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The Netherlands or any other jurisdiction in which any of its successors under the applicable guarantee may be organized.

Amendments and Assignment

No consent of the holders of the preferred securities will be required with respect to any changes to the guarantee of Trust or LLC issued preferred securities that do not adversely affect the rights of the holders of the preferred securities in any material respect. Other amendments to the guarantee of Trust or LLC issued preferred securities may be made only with the prior approval of the holders of at least a majority in aggregate liquidation amount of the preferred securities unless otherwise stated in the applicable prospectus supplement. All guarantees and agreements contained in the guarantee of Trust or LLC issued preferred securities will be binding on the guarantor’s successors, assigns, receivers, trustees and representatives and are for the benefit of the holders of the preferred securities.

Events of Default

Unless otherwise specified in the applicable prospectus supplement, an event of default under the guarantee relating to the preferred securities issued by a Trust or LLC occurs if the guarantor fails to make any of its required payments or fails to perform any of its other obligations under the relevant securities guarantee, and this failure continues for at least 30 days.

The holders of at least a majority in aggregate liquidation amount of the relevant preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee relating to the relevant preferred securities guarantee or to direct the exercise of any trust or power given to the guarantee trustee under the relevant securities guarantee.

The holders of a majority in liquidation amount of relevant preferred securities may waive any past event of default and its consequences.

Information Concerning Guarantee Trustee

The guarantee trustee under each guarantee of Trust or LLC issued preferred securities, other than during the occurrence and continuance of an event of default under the securities guarantee, will perform only the duties that are specifically described in the preferred securities guarantee. After any event of default, the guarantee trustee will exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, a guarantee trustee is under no obligation to exercise any of its powers as described in the relevant preferred securities guarantee at the request of any holder of preferred securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

The guarantee trustee may also serve as the indenture trustee and the property trustee for any or all the trusts. Holding and some of its affiliates may maintain banking relationships with the trustee.

Termination of the Preferred Securities Guarantees

The guarantee with respect to the preferred securities issued by a Trust or an LLC will terminate once the relevant preferred securities are paid in full or redeemed in full or upon distribution of the related intercompany securities to the holders of the relevant trust or LLC preferred securities in accordance with the applicable trust or LLC Agreement. The securities guarantee will continue to be effective or will be reinstated if at any time any holder of preferred securities must restore payment of any sums paid under the preferred securities or the preferred securities guarantee.

Governing Law, Jurisdiction

The guarantee of the securities issued by any Trust or any LLC will be governed by the laws of The Netherlands, except that, all the rights and duties of the trustee relating to such guarantee towards the holders of the securities issued to the public subject to such guarantee will be governed by New York law. The guarantee will require that any claim or proceeding brought by a holder to enforce the obligations of Holding or the Bank, as applicable, as guarantor be brought in a court of competent jurisdiction in The Netherlands.

Relationships Defining the Scope of the Guarantee

No single document executed by the guarantor in connection with the issuance of the preferred securities will provide for a full, irrevocable and unconditional guarantee of the preferred securities. It is only the combined operation of the guarantor’s obligations under the guarantee of the preferred securities, the contingent guarantee, the trust agreement and/or LLC agreement, as applicable, the agreements governing the intercompany securities, the related intercompany securities and the expense agreement that has the effect of providing a full, irrevocable and unconditional guarantee of each Trust’s and LLC’s obligations under the preferred securities.

As long as the issuer of the intercompany securities makes payments of interest and other payments when due on the intercompany securities held by the trust or the LLC, as applicable, the payments will be sufficient to cover the payment of distributions and redemption and liquidation payments due on the preferred securities, primarily because:

• the aggregate principal amount of the intercompany securities will be equal to the sum of the aggregate liquidation amounts of the preferred and common securities;
• the interest rate and interest and other payment dates on the intercompany securities will match the distribution rate and distribution and other payment dates for the preferred securities;
• the guarantor has agreed to pay for any and all costs, expenses and liabilities of the trust and LLC, except the obligations under their preferred securities; and
• the Trust agreements and LLC Agreements will provide that none of the Trusts or the LLCs will engage in any activity that is inconsistent with their limited purposes.

If and to the extent that the issuer of the intercompany securities held by a Trust or an LLC, as applicable, fails to make any payments due on the intercompany securities held by the Trust or the LLC, as applicable, the holder of such intercompany securities will not have funds available to make payments of distributions or other amounts due on the preferred securities. In those circumstances, a holder of the preferred securities issued by such entity will not be able to rely upon the preferred securities guarantee for payment of these amounts. Instead the holder may directly sue the guarantor to collect its pro rata share of payments owed. If a holder sues the guarantor to collect payment, then the guarantor will assume the holder’s rights as a holder of preferred securities under the trust agreement or LLC Agreement, as applicable, to the extent the guarantor makes a payment to the holder in any legal action.

TAXATION

The material Dutch tax and U.S. federal income tax consequences relating to the purchase and ownership of any of the securities offered by this prospectus will be set forth in the prospectus supplement offering those securities.

PLAN OF DISTRIBUTION

We may sell our securities in any one or more of the following ways from time to time:

• to or through underwriters;
• to or through dealers;
• through agents; or
• directly to purchasers, including our affiliates.

The prospectus supplement with respect to any offering of our securities will set forth the terms of the offering, including:

• the name or names of any underwriters, dealers or agents;
• the purchase price of the securities and the proceeds to us from the sale;
• any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; and
• any delayed delivery arrangements.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

If securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to sell the securities. If underwriters are utilized in the sale of the securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.

Our securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the securities, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to conditions precedent and that the underwriters with respect to a sale of securities will be obligated to purchase all of those securities if they purchase any of those securities.

We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment option will be set forth in the prospectus supplement relating to those securities.

If a dealer is utilized in the sales of securities in respect of which this prospectus is delivered, we will sell those securities to the dealer as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. Any reselling dealer may be deemed to be an underwriter, as the term is defined in the Securities Act of 1933, of the securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.

Offers to purchase securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, of the securities so offered and sold.

Offers to purchase securities may be solicited directly by us and the sale of those securities may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resale of those securities. The terms of any sales of this type will be described in the related prospectus supplement.

Underwriters, dealers, agents and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, that may arise from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make.

If so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions with which contracts of this type may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases those institutions must be approved by us. The obligations of any purchaser under any contract of this type will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of those contracts.

One or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for ABN AMRO Holding, Bank or any of its subsidiaries. These remarketing firms will offer or sell the securities in accordance with a redemption or repayment pursuant to the terms of the securities. The prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with ABN AMRO Holding, Bank or any of its subsidiaries and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with ABN AMRO Holding, Bank or any of its subsidiaries to indemnification by ABN AMRO Holding, Bank or any of its subsidiaries against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for ABN AMRO Holding, Bank or any of its subsidiaries in the ordinary course of business.

Disclosure in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents soliciting purchases of the securities under delayed contracts will be entitled to receive in addition to the date when we will demand payment and delivery of the securities under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.

In connection with the offering of securities, persons participating in the offering, such as any underwriters, may purchase and sell securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities, and syndicate short positions involve the sale by underwriters of a greater number of securities than they are required to purchase from Holding, the Bank, LaSalle Funding, any of the ABN AMRO Capital Funding LLCs or any of the ABN AMRO Capital Funding Trusts, as the case may be, in the offering. Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the securities sold in the offering for their account may be reclaimed by the syndicate if the securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might prevail in the open market, and these activities, if commenced, may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

Our American Depositary Shares, each of which represents one ordinary share, are listed on the New York Stock Exchange under the trading symbol “ABN.”

Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

     To the extent an initial offering of the securities will be distributed by an affiliate of ABN AMRO Holding, each such offering of securities will be conducted in compliance with the requirements of Rule 2720 of the National Association of Securities Dealers, Inc., which is commonly referred to as the NASD, regarding a NASD member firm’s distribution of securities of an affiliate. Following the initial distribution of any of these securities, affiliates of ABN AMRO Holding may offer and sell these securities in the course of their businesses as broker-dealers. Such affiliates may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing market prices at the time of sale or otherwise. Such affiliates may also use this prospectus in connection with these transactions. None of our affiliates is obligated to make a market in any of these securities and may discontinue any market-making activities at any time without notice.

     In the event that any NASD member participates in a public offering of these securities: (a) the actual price and selling terms will be disclosed in post-effective amendments or prospectus or pricing supplements; (b) the maximum compensation to be received by any NASD member in this distribution will be disclosed and submitted for approval with the NASD’s Corporate Financing Department (the “Department”); and (c) prior to the commencement of the distribution, underwriting documents proposed for use will be submitted to the Department for review. Underwriting discounts and commissions on securities sold in the initial distribution will not exceed 8% of the offering proceeds.

     All post-effective amendments or prospectus supplements disclosing actual price and selling terms will be submitted to the Department at the same time they are filed with the SEC.

     The Department will be advised if, subsequent to the filing of the offering, any 5% or greater shareholder of the issuer is or becomes an affiliate or associated person of an NASD member participating in the distribution.

     All NASD members participating in the offering understand the requirements that have to be met in connection with SEC Rule 415 and Notice-to-Members 88-101.

EXPERTS

Our consolidated financial statements and the related financial statement schedules incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2002 have been so incorporated in reliance on the report of Ernst & Young, independent accountants, given on the authority of the firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters with respect to United States and New York law with respect to the validity of certain of the offered securities will be passed upon for the issuers by Davis Polk & Wardwell, New York, New York. Certain legal matters with respect to Delaware law with respect to the validity of certain of the offered securities will be passed upon for the issuers by Richards, Layton & Finger, Wilmington, Delaware. Certain legal matters with respect to Dutch law will be passed upon for the issuers by Clifford Chance Limited Liability Partnership. Mayer, Brown, Rowe & Maw LLP, Chicago, Illinois will pass upon certain legal matters for any underwriters, dealers or agents. Mayer, Brown, Rowe & Maw LLP has in the past represented ABN AMRO Holding N.V. and its affiliates, including the Bank, and continues to represent ABN AMRO Holding N.V. and its affiliates on a regular basis and in a variety of matters.

ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES

We and some of our affiliates may each be considered a “party in interest” within the meaning of the Employee Retirement Income Security Act of 1975, which is commonly referred to as ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code with respect to many employee benefit plans. Prohibited transactions with the meaning of ERISA or the IRC may arise, for example, if the securities offered pursuant to this prospectus are acquired by or with the assets of a pension or other employee benefit plan with respect to which we or any of our affiliates is a service provider, unless those securities are acquired pursuant to an exemption for transactions effected on behalf of one of these plans by a “qualified professional asset manager” or pursuant to any other available exemption. The assets of a pension or other employee benefit plan may include assets held in the general account of an insurance company that are deemed to be “plan assets” under ERISA. Any insurance company or pension or employee benefit plan, proposing to invest in the securities should consult with its legal counsel.

ENFORCEMENT OF CIVIL LIABILITIES

ABN AMRO Holding and ABN AMRO Bank are organized under the laws of The Netherlands and the members of their Supervisory Boards, with one exception, and their Managing Boards are residents of The Netherlands or other countries outside the United States. Although some of our affiliates, including LaSalle Bank, have substantial assets in the United States, substantially all of Holding’s assets and the assets of the members of the Supervisory Board and the Managing Board are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon Holding or these persons or to enforce against Holding or these persons in United States courts judgments of United States courts predicated upon the civil liability provisions of United States securities laws. The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States federal securities laws, would not be enforceable in The Netherlands. However, if the party in whose favor such judgment is rendered brings a new suit in a competent court in The Netherlands, that party may submit to a Dutch court the final judgment which has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that the final judgment concerned results from proceedings compatible with Dutch concepts of due process, to the extent that the Dutch court is of the opinion that reasonableness and fairness so require, the Dutch court would, in principle, under current practice, recognize the final judgment that has been rendered in the United States and generally grant the same claim without relitigation on the merits, unless the consequences of the recognition of such judgment contravene public policy in The Netherlands.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Officers and Directors.

ABN AMRO Holding N.V. and ABN AMRO Bank N.V.

     The Articles of Association of ABN AMRO Bank N.V. and ABN AMRO Holding N.V. contain no provisions under which any member of the respective supervisory boards or the respective managing boards or any officer is indemnified in any manner against any liability which he or she may incur in his or her capacity as such. However, Article 34 of the Articles of Association of ABN AMRO Bank N.V. provides that the annual accounts require approval by the shareholders meeting. Similarly, the current Articles of Association of ABN AMRO Holding N.V. provides that the annual accounts that have been adopted by its supervisory board, require the approval of the shareholders meeting and that the shareholders meeting shall ratify the conduct of ABN AMRO Holding N.V.’s managing board and supervisory board. At the 2003 shareholders meeting it was resolved to amend ABN AMRO Holding N.V.’s Articles of Association so that the annual accounts require adoption at the shareholders meeting and that the shareholders meeting shall make all decisions regarding the discharge of the members of ABN AMRO Holding N.V.’s managing board and supervisory board in respect of their management and supervision respectively. The unconditional approval of ABN AMRO Bank N.V.’s annual accounts shall discharge members of ABN AMRO Bank N.V.’s managing board from liability to ABN AMRO Bank N.V or ABN AMRO Holding N.V. as its shareholder as set forth below. The unconditional approval of ABN AMRO Holding N.V.’s annual accounts shall similarly discharge members of ABN AMRO Holding N.V.’s managing board from liability to ABN AMRO Holding N.V. and its shareholders. The liability so discharged is, for each managing board with respect to the conduct of its management activities during the financial year concerned, and for each supervisory board for its supervision thereof, insofar as such management and supervision is reflected in the annual accounts. Shareholder ratification or approval of other management or supervisory conduct will correspondingly discharge liability. Under Dutch law, this discharge is not absolute and would not be effective as to any matters not disclosed to the Bank’s or Holding’s shareholders, as applicable. Furthermore, this discharge may not set aside general rules regarding liability of each managing board with regard to the proper fulfillment of such managing board’s task.

     The members of the supervisory board, the managing board and certain officers of the Bank and Holding, respectively, are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such.

Item 9. Exhibits.

     Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.

Item 10. Undertakings.

     Each undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that (a) and (b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in the post-effective amendment, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) To file a post-effective amendment to the registration statement to include any financial statements required by §210.3-19 of this chapter at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or §210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

     (5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of each of Holding’s and the Bank’s annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered in this registration statement, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

     (6) To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

     (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against these types of liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the asserted indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.

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  (8) To file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Securities Act.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, The Netherlands, as of the 11th day of September, 2003.

ABN AMRO Holding N.V.
By:	/s/ H. Duijn
	Name:  H. Duijn
	Title:     Secretary to the Managing Board
By:	/s/ R.W.J. Groenink
	Name:  R.W.J. Groenink
	Title:     Chairman of the Managing Board

ABN AMRO Bank N.V.
By:	/s/ H. Duijn
	Name:  H. Duijn
	Title:     Secretary to the Managing Board
By:	/s/ R.W.J. Groenink
	Name:  R.W.J. Groenink
	Title:     Chairman of the Managing Board

     Each Of ABN AMRO Holding N.V. and ABN AMRO Bank N.V., and each person whose signatures appears below constitutes and appoints Rolf Smit, Jan Pranger, and Arjo Blok, and any two of them acting together, his, her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and any two of them acting together, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any two of them acting together, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed below by the following persons on behalf of each of the Registrants and in the capacities indicated as of the 11th day of September, 2003.

Signature	Title
/s/ R. W. J. Groenink	Chairman of the Managing Board
R. W. J. Groenink
/s/ T. de Swaan	Member of the Managing Board
	(Chief Financial Officer and Principal Accounting Officer)
T. de Swaan
/s/ W. G. Jiskoot	Member of the Managing Board
W. G. Jiskoot
/s/ J. Ch. L. Kuiper	Member of the Managing Board
J. Ch. L. Kuiper
/s/ C. H. A. Collee	Member of the Managing Board
C. H. A. Collee
/s/ H. Y. Scott-Barrett	Member of the Managing Board
H. Y. Scott-Barrett
/s/ Willie J. Miller, Jr.	Authorized Representative in the United States
Willie J. Miller, Jr.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, LaSalle Funding LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

LASALLE FUNDING LLC
BY:	LaSalle Bank Corporation, as Managing Member
By:	/s/ Marty Penstein
	Name:  Marty Penstein
	Title:     Executive Vice President
By:	/s/ John P. Murphy
	Name:  John P. Murphy
	Title:     Senior Vice President

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding Trust V certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING TRUST V
By:	/s/ J. Sirota
	Name:  J. Sirota
	Title:     Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding Trust VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING TRUST VI
BY:	LaSalle Funding LLC, as Depositor By: LaSalle Bank Corporation, as Managing Member
By:	/s/ Marty Penstein
	Name:  Marty Penstein
	Title:     Executive Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding Trust VII certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING TRUST VII
BY:	LaSalle Funding LLC, as Depositor By: LaSalle Bank Corporation, as Managing Member
By:	/s/ Marty Penstein
	Name:  Marty Penstein
	Title:     Executive Vice President

II - 6

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding Trust VIII certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING TRUST VIII
BY:	LaSalle Funding LLC, as Depositor By: LaSalle Bank Corporation, as Managing Member
By:	/s/ Marty Penstein
	Name:  Marty Penstein
	Title:     Executive Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding Trust IX certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING TRUST IX
BY:	LaSalle Funding LLC, as Depositor By: LaSalle Bank Corporation, as Managing Member
By:	/s/ Marty Penstein
	Name:  Marty Penstein
	Title:     Executive Vice President

II - 7

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding LLC V certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING LLC V
By:	/s/ J. Sirota
	Name:  J. Sirota
	Title:     Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding LLC VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING LLC VI
BY:	ABN AMRO North America Holding Company, as Sole Member
By:	/s/ J. Sirota
	Name: J. Sirota
	Title:    Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding LLC VII certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING LLC VII
BY:	ABN AMRO North America Holding Company, as Sole Member
By:	/s/ J. Sirota
	Name:  J. Sirota
	Title:     Senior Vice President

II - 8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding LLC VIII certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING LLC VIII
BY:	ABN AMRO North America Holding Company, as Sole Member
By:	/s/  J. Sirota
	Name:   J. Sirota
	Title:     Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, ABN AMRO Capital Funding LLC IX certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, as of the 11th day of September, 2003.

ABN AMRO CAPITAL FUNDING LLC IX
BY:	ABN AMRO North America Holding Company, as Sole Member
By:	/s/ J. Sirota
	Name:  J. Sirota
	Title:     Senior Vice President

II - 9

EXHIBIT INDEX

*1.1	Underwriting Agreement relating to ordinary shares issued by ABN AMRO Holding N.V.
*1.2	Underwriting Agreement relating to preference shares issued by ABN AMRO Holding N.V.
*1.3	Underwriting Agreement relating to purchase contracts issued by ABN AMRO Holding N.V.
*1.4	Underwriting Agreement relating to units issued by ABN AMRO Holding N.V.
*1.5	Underwriting Agreement relating to warrants issued by ABN AMRO Holding N.V.
*1.6	Underwriting Agreement relating to debt securities issued by ABN AMRO Holding N.V.
*1.7	Underwriting Agreement relating to debt securities issued by ABN AMRO Bank N.V.
*1.8	Underwriting Agreement relating to debt securities issued by LaSalle Funding
*1.9	Underwriting Agreement relating to preferred securities issued by ABN AMRO Capital Funding Trust V
*1.10	Underwriting Agreement relating to preferred securities issued by ABN AMRO Capital Funding Trust VI
*1.11	Underwriting Agreement relating to preferred securities issued by ABN AMRO Capital Funding Trust VII
*1.12	Underwriting Agreement relating to preferred securities issued by ABN AMRO Capital Funding Trust VIII
*1.13	Underwriting Agreement relating to preferred securities issued by ABN AMRO Capital Funding Trust IX
*1.14	Form of U.S. Distribution Agreement
*1.15	Form of Euro Distribution Agreement
4.1	Specimen ABN AMRO Holding N.V. American Depository Receipt (incorporated herein by reference to Exhibit 2.2 to its Annual Report on Form 20-F for the year ended December 31, 2002 (Nos. 1-14624, 5-52647))
*4.2	Specimen ABN AMRO Holding N.V. preference share certificate
**4.3	Form of Senior ABN AMRO Holding N.V. Indenture
4.4	Form of Senior ABN AMRO Bank N.V. Indenture
**4.5	Form of Guaranteed Senior LaSalle Funding LLC Indenture
**4.6	Form of Subordinated ABN AMRO Holding N.V. Indenture
4.7	Form of Subordinated ABN AMRO Bank N.V. Indenture
**4.8	Form of Guaranteed Subordinated LaSalle Funding LLC Indenture

II - 10

**4.9	Trust Agreement of ABN AMRO Capital Funding Trust V
**4.10	Trust Agreement of ABN AMRO Capital Funding Trust VI
**4.11	Trust Agreement of ABN AMRO Capital Funding Trust VII
**4.12	Trust Agreement of ABN AMRO Capital Funding Trust VIII
**4.13	Trust Agreement of ABN AMRO Capital Funding Trust IX
**4.14	Form of Amended and Restated Trust Agreement of ABN AMRO Capital Funding Trusts V through IX
**4.15	Limited Liability Company Agreement of ABN AMRO Capital Funding LLC V
**4.16	Limited Liability Company Agreement of ABN AMRO Capital Funding LLC VI
**4.17	Limited Liability Company Agreement of ABN AMRO Capital Funding LLC VII
**4.18	Limited Liability Company Agreement of ABN AMRO Capital Funding LLC VIII
**4.19	Limited Liability Company Agreement of ABN AMRO Capital Funding LLC IX
**4.20	Form of Amended and Restated LLC Agreement of ABN AMRO Capital Funding LLCs V through IX
**4.21	Form of Guarantee of preferred securities issued by ABN AMRO Capital Funding Trusts V through IX
**4.22	Form of Guarantee of preferred securities issued by ABN AMRO Capital Funding LLCs V through IX
**4.23	Form of Contingent Guarantee
*4.24	Form of Purchase Contract Agreement
*4.25	Form of Warrant Agreement
*4.26	Form of Expense Agreements
4.27	Amended and Restated Deposit Agreement dated as of May 20, 1997, between ABN AMRO Holding N.V. and Morgan Guarantee Trust Company of New York (succeeded through merger by JPMorgan Chase Bank), as Depositary (incorporated herein by reference to the Registration Statement on Form F-6/EF filed by ABN AMRO Holding N.V. on September 20, 2001 (File No. 333-13922))
**5.1	Opinion of Clifford Chance Limited Liability Partnership as to the validity of the ordinary shares, preference shares and preferred securities guarantees of ABN AMRO Holding N.V. and as to the validity of the preferred securities guarantees of ABN AMRO Bank N.V. (Dutch law)
5.2	Opinion of Davis Polk & Wardwell as to the validity of the ADSs, purchase contracts, units, warrants, debt securities and the debt securities guarantees of ABN AMRO Holding N.V., the debt securities and the debt securities guarantees of ABN AMRO Bank N.V. and the debt securities of LaSalle Funding LLC (New York law)
**5.3	Opinion of Richards, Layton & Finger, P.A. as to the validity of the preferred securities of each of ABN AMRO Capital Funding Trusts V through IX and each of ABN AMRO Capital Funding LLCs V through IX
12.1	Statement regarding the computation of consolidated ratio of earnings to fixed charges and preference dividends to earnings for the year ended December 31, 1998, 1999, 2000, 2001 and 2002 only (incorporated herein by reference to Exhibit 7.1 to the Annual Report on Form 20-F for the year ended December 31, 2002 (Nos. 1-14624, 5-52647))

II - 11

23.1	Consent of Ernst & Young (incorporated herein by reference to Exhibit 14.1 to Amendment No. 1 on Form 20-F/A to the Annual Report on Form 20-F for the year ended December 31, 2002 (No. 1-14624)
**23.2	Consent of Clifford Chance Limited Liability Partnership (included in Exhibit 5.1)
23.3	Consent of Davis Polk & Wardwell (included in Exhibit 5.2)
**23.4	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3)
24.1	Powers of Attorney (included on the signature pages)
*25.1	Statements of Eligibility of the Trustees under the Indentures

_______________________

*  To be filed.

** Previously filed.

II - 12

EX-4.4

                                                                    EXHIBIT 4.4


================================================================================


                               ABN AMRO BANK N.V.

                                   as Issuer,

                             ABN AMRO HOLDING N.V.,

                                 as Guarantor,

                                      and

                                     [___],

                                  as Trustee





                                SENIOR INDENTURE

                           Dated as of __________, __


================================================================================





                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE 1
                                  DEFINITIONS

Section 1.01.  Certain Terms Defined...........................................1

                                   ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally.................................................6
Section 2.02.  Form of Trustee's Certification of Authentication...............7
Section 2.03.  Amount Unlimited; Issuable in Series............................7
Section 2.04.  Authentication and Delivery of Securities......................10
Section 2.05.  Execution of Securities........................................11
Section 2.06.  Certificate of Authorization...................................11
Section 2.07.  Denomination and Date of Securities; Payments of Interest......12
Section 2.08.  Regulation, Transfer and Exchange..............................12
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities......13
Section 2.10.  Cancellation of Securities.....................................14
Section 2.11.  Temporary Securities...........................................15

                                   ARTICLE 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

Section 3.01.  Payment of Principal and Interest..............................15
Section 3.02.  Offices for Payments, etc......................................16
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............16
Section 3.04.  Paying Agents..................................................16
Section 3.05.  Certificates of the Issuer and the Guarantor...................17
Section 3.06.  Securityholders Lists..........................................18
Section 3.07.  Reports by the Issuer and the Guarantor........................18
Section 3.08.  Reports by the Trustee.........................................18

                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.01.  Event of Default; Acceleration of Maturity, Waiver of Default..18
Section 4.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt..21
Section 4.03.  Application of Proceeds........................................24
Section 4.04.  Suits for Enforcement..........................................25
Section 4.05.  Restoration of Rights on Abandonment of Proceeding.............25
Section 4.06.  Limitations on Suits by Securityholder.........................25





                                                                            Page
                                                                            ----
Section 4.07.  Unconditional Right of Securityholders to Institute
               Certain Suits..................................................26
Section 4.08.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default..............................................26
Section 4.09.  Control by Securityholders.....................................26
Section 4.10.  Waiver of Past Defaults........................................27
Section 4.11.  Trustee to Give Notice of Default, But May Withhold in
               Certain Circumstances..........................................27
Section 4.12.  Right of Court to Require Filing of Undertaking to Pay Costs...28

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

Section 5.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...............................................28
Section 5.02.  Certain Rights of the Trustee..................................30
Section 5.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof..................31
Section 5.04.  Trustee and Agents May Hold Securities; Collections, etc.......31
Section 5.05.  Moneys Held by Trustee.........................................31
Section 5.06.  Compensation and Indemnification of Trustee and
               its Prior Claim................................................32
Section 5.07.  Right of Trustee to Reply on Officers' Certificate, etc........32
Section 5.08.  Persons Eligible for Appointment as Trustee....................33
Section 5.09.  Resignation and Removal; Appointment of Successor Trustee......33
Section 5.10.  Acceptance of Appointment By Successor Trustee.................34
Section 5.11.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee............................................35

                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

Section 6.01.  Evidence of Action Taken by Securityholders....................36
Section 6.02.  Proof of Execution of Instruments and of Holding of
               Securities; Record Date........................................36
Section 6.03.  Holders to be Treated as Owners................................37
Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding..............37
Section 6.05.  Right of Revocation of Action Taken............................37

                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

Section 7.01.  Supplemental Indentures Without Consent of Securityholders.....38
Section 7.02.  Supplemental Indentures With Consent of Securityholders........39
Section 7.03.  Effect of Supplemental Indenture...............................41
Section 7.04.  Documents to Be Given to Trustee...............................41


                                      ii



                                                                            Page
                                                                            ----
Section 7.05.  Notation On Securities In Respect Of Supplemental
               Indentures.....................................................42

                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01.  Issuer May Consolidate, etc.,..................................42
Section 8.02.  Successor Substituted for the Issuer...........................42
Section 8.03.  Guarantor May Consolidate, etc., on Certain Terms..............43
Section 8.04.  Successor Substituted For The Guarantor........................43
Section 8.05.  Opinion of Counsel to Trustee..................................43

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01.  Satisfaction and Discharge of Indenture........................44
Section 9.02.  Application by Trustee of Funds Deposited for
               Payment of Securities..........................................48
Section 9.03.  Repayment of Moneys Held by Paying Agent.......................48
Section 9.04.  Return of Moneys Held by Trustee and Paying Agent
               Unclaimed for Two Years........................................48

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

Section 10.01.  Incorporators, Stockholders, Members, Officers and
                Directors of Issuer Exempt from Individual Liability..........49
Section 10.02.  Provisions of Indenture for the Sole Benefit of Parties
                and Securityholders...........................................49
Section 10.03.  Successors and Assigns of Issuer and Guarantor
                Bound by Indenture............................................49
Section 10.04.  Notices and Demands on Issuer, Trustee and Securityholders....49
Section 10.05.  Officers' Certificates and Opinions of Counsel; Statements
                to be Contained Therein.......................................50
Section 10.06.  Payments Due on Saturdays, Sundays and Holidays...............51
Section 10.07.  Conflict of any Provision of Indenture with Trust
                Indenture Act of 1939.........................................51
Section 10.08.  New York Law to Govern........................................52
Section 10.09.  Counterparts..................................................52
Section 10.10.  Effect of Headings............................................52
Section 10.11.  Securities in a Non-U.S. Currency.............................52
Section 10.12.  Submission to Jurisdiction....................................53
Section 10.13.  Judgment Currency.............................................53


                                      iii



                                                                            Page
                                                                            ----
                                   ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.01.  Applicability Of Article......................................54
Section 11.02.  Notice Of Redemption; Partial Redemptions.....................54
Section 11.03.  Payment of Securities Called for Redemption...................55
Section 11.04.  Exclusion of Certain Securities from Eligibility
                for Selection for Redemption..................................56
Section 11.05.  Mandatory and Optional Sinking Funds..........................56

                                   ARTICLE 12
                            GUARANTEE AND INDEMNITY

Section 12.01.  The Guarantee.................................................59
Section 12.02.  Net Payments..................................................59
Section 12.03.  Guarantee Unconditional, etc..................................61
Section 12.04.  Reinstatement.................................................62
Section 12.05.  Subrogation...................................................62
Section 12.06.  Indemnity.....................................................62
Section 12.07.  Assumption by Guarantor.......................................63


                                      iv



     THIS INDENTURE, dated as of __________, _____ between ABN AMRO BANK N.V.,
a public limited liability company incorporated under the laws of The
Netherlands (the "Issuer"), ABN AMRO HOLDING N.V., a public limited liability
company incorporated under the laws of The Netherlands (the "Guarantor")and
[_____], (the "Trustee"),

                              W I T N E S S E T H:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture;

     WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantee and the indemnity provided for herein. All things necessary to make
this Indenture a valid agreement of the Guarantor, in accordance with its
terms, have been done; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer, the Guarantor and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided herein or in any indenture supplemental hereto, or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in





force at the date of this Indenture. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.

     "Authorized Agent" shall have the meaning set forth in Section 10.12.

     "Bearer Security" means any Security other than a Registered Security.

     "Board" means either the Managing Board of the Issuer or any committee of
such Board duly authorized to act hereunder.

     "Board Resolution" means one or more resolutions, certified by the
secretary of the Board to have been duly adopted or consented to by the Board
and to be in full force and effect, and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day that in the city
(or in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at [___].

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Registered
Global Securities of that series.


                                       2



     "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private
debts.

     "Event of Default" means any event or condition specified as such in
Section 4.01.

     "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on, and any additional amounts with
respect to the Securities by the Guarantor, as more fully set forth in Article
12.

     "Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Person.

     "Guarantor's Board of Directors" means the Managing Board of the Guarantor
or any committee of that board duly authorized to act generally or in any
particular respect for the Guarantor hereunder.

     "Guarantor's Board Resolution" means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Guarantor to have
been duly adopted by the Guarantor's Board of Directors and to be in full force
and effect on the date of such certification, delivered to the Trustee.

     "Guarantor's Officers' Certificate" means a certificate signed by any two
duly authorized signatories of the Guarantor acting together, that complies
with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

     "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the registered holder of any Security.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article 5) ABN AMRO Bank
N.V., a public limited liability company incorporated under the laws of The
Netherlands, and, subject to Article 8, its successors and assigns.

     "Judgment Currency" shall have the meaning set forth in Section 10.13.


                                       3



     "New York Banking Day" shall have the meaning set forth in Section 10.13.

     "Non-U.S. Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Officers' Certificate" means a certificate (i) signed by any two officers
of the Issuer authorized by the Board to execute any such certificate and (ii)
delivered to the Trustee. Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer and who shall be reasonably
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05, if and to the extent required hereby.

     "Original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.01.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 6.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof


                                       4



satisfactory to the Trustee is presented that such Security is held by a
person in whose hands such Security is a legal, valid and binding obligation of
the Issuer).

     In determining whether the holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.01.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.03, and bearing the legend prescribed by the
applicable supplemental indenture.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 10.13.

     "Responsible Officer" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any
vice president, the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 5, shall also include any
successor trustee.


                                       5



     "Trust Indenture Act of 1939" (except as otherwise provided in Sections
7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed.

     "U.S. Government Obligations" shall have the meaning set forth in Section
9.01.

     "vice president" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president". "Yield to Maturity"
means the yield to maturity on a series of securities, calculated at the time
of issuance of such series, or, if applicable, at the most recent
redetermination of interest on such series, and calculated in accordance with
accepted financial practice.

                                   ARTICLE 2
                                   SECURITIES

     Section 2.01. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

     The definitive Securities shall be printed or lithographed on security
printed paper or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

     Section 2.02. Form of Trustee's Certification of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

     This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.

                                                -----------------
                                               as Trustee


                                       6



                                            By:
                                               ------------------
                                               Authorized Officer

     Section 2.03. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series and unless provided for
otherwise in an indenture supplemental hereto, each such series shall rank
equally and pari passu with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in or pursuant to a resolution of the Board
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

     (a) the designation of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

     (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11 or 11.03);

     (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Non-U.S.
Currency);

     (d) the date or dates on which the principal of the Securities of the
series is payable;

     (e) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method by which such rate shall be determined, the
date or dates from which such interest shall accrue, the interest payment dates
on which such interest shall be payable and the record dates for the
determination of Holders to whom interest is payable and/or the method by which
such rate or rates or date or dates shall be determined;

     (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02);

     (g) the price or prices at which, the period or periods within which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Issuer, pursuant to any sinking fund
or otherwise;


                                       7



     (h) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

     (i) if other than denominations of $1,000 and any multiple thereof, the
denominations in which Securities of the series shall be issuable

     (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 4.01 or
provable in bankruptcy pursuant to Section 4.02;

     (k) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (l) if the principal of or interest on the Securities of such series are
to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election
may be made;

     (m) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on
a coin or currency other than that in which the Securities of the series are
denominated, or with reference to any currencies, securities or baskets of
securities, commodities or indices, the manner in which such amounts shall be
determined;

     (n) if the Holders of the Securities of the series may convert or exchange
the Securities of the series into or for securities of the Issuer or of other
entities or other property (or the cash value thereof), the specific terms of
and period during which such conversion or exchange may be made;

     (o) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Bearer Securities, or any combination of the foregoing,
any restrictions applicable to the offer, sale, transfer, exchange or delivery
of Bearer Securities or Registered Securities or the payment of interest
thereon and, if other than as provided herein, the terms upon which Bearer
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;


                                       8



     (p) whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a Person who is not a U.S.
Person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

     (q) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     (r) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such
series;

     (s) any applicable United States federal income tax consequences and
Netherlands income tax consequences, including, but not limited to: whether and
under what circumstances the Issuer will pay additional amounts on Securities
for any tax, assessment or governmental charge withheld or deducted and, if so,
whether it will have the option to redeem those Securities rather than pay the
additional amounts; tax considerations applicable to any discounted Securities
or to Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes; and tax considerations
applicable to any Securities denominated and payable in foreign currencies;

     (t) whether certain payments on the Securities will be guaranteed under a
financial insurance guaranty policy and the terms of that guaranty;

     (u) any applicable selling restrictions;

     (v) any other events of default, modifications or elimination of any
acceleration rights, or covenants with respect to the Securities of such series
and any terms required by or advisable under applicable laws or regulations,
including laws and regulations relating attributes required for the Securities
to be afforded certain capital treatment for bank regulatory or other purposes;
and

     (w) any other terms of the series.

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such resolution of the Board or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution or in any such indenture
supplemental hereto.

     Section 2.04. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the
Issuer may


                                       9



deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by any two
officers of the Issuer authorized by the Board to execute any such order,
without any further action by the Issuer. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities the Trustee shall be entitled to receive, and (subject to
Section 5.01) shall be fully protected in relying upon:

     (a) a certified copy of any resolution or resolutions of the Board
authorizing the action taken pursuant to the resolution or resolutions
delivered under clause 2.04(b) below;

     (b) a copy of any resolution or resolutions of the Board relating to such
series, in each case certified by the Secretary or an Assistant Secretary of
the Issuer;

     (c) an executed supplemental indenture, if any;

     (d) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Section 2.01 and 2.03, respectively and
prepared in accordance with Section 10.05;

     (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to
the effect that

          (i) that the form or forms and terms of such Securities have been
     established by or pursuant to a resolution of the Board or by a
     supplemental indenture as permitted by Section 2.01 and 2.03 in conformity
     with the provisions of this Indenture;

          (ii) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Issuer in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     binding obligations of the Issuer;

          (iii) that all laws and requirements in respect of the execution and
     delivery by the Issuer of the Securities have been complied with; and

          (iv) covering such other matters as the Trustee may reasonably
     request.

     The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive


                                      10



committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders.

     Section 2.05. Execution of Securities. The Securities shall be signed on
behalf of the Issuer by any two officers of the Issuer authorized by the Board
to execute such Securities, which Securities may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any
such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall
be authenticated and delivered by the Trustee or disposed of by the Issuer,
such Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

     Section 2.06. Certificate of Authorization. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. Section
2.07. Denomination and Date of Securities; Payments of Interest. The Securities
shall be issuable as registered securities without coupons and in denominations
as shall be specified as contemplated by Section 2.03. In the absence of any
such specification with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any multiple
thereof. The Securities shall be numbered, lettered, or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.03.


                                      11



     The person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the persons in whose names Outstanding Securities for such
series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the holders of Securities not less than 15 days preceding such
subsequent record date. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall
mean the date specified as such in the terms of the Securities of any
particular series, or, if no such date is so specified, if such interest
payment date is the first day of a calendar month, the fifteenth day of the
next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

     Section 2.08. Regulation, Transfer and Exchange. The Issuer will keep or
cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.02 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Security of any
series at any such office or agency to be maintained for the purpose as
provided in Section 3.02, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a
like aggregate principal amount.

     Any Security or Securities of any series may be exchanged for a Security
or Securities of the same series in other authorized denominations, in an equal
aggregate principal amount. Securities of any series to be exchanged shall be
surrendered at any office or agency to be maintained by the Issuer for the
purpose as provided in Section 3.02, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously
outstanding.


                                      12



     All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where notice has been given that such Security is to
be redeemed in part, the portion thereof not so to be redeemed.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer and the Guarantor, respectively, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such transfer or exchange.

     Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer, the Guarantor and to the Trustee and any
agent of the Issuer, the Guarantor or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof in the case of mutilation or defacement shall surrender the
Security to the Trustee or such agent.

     Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same


                                      13



(without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer, the
Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer, the Guarantor and the Trustee and any agent
of the Issuer, the Guarantor or the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions
of this section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer
and the Guarantor, whether or not the destroyed, lost or stolen Security shall
be at any time enforceable by anyone and shall be entitled to all the benefits
of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, defaced or destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     Section 2.10. Cancellation of Securities. All Securities surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if surrendered
to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy canceled Securities held by it and deliver a certificate of
destruction to the Issuer. If the Issuer, the Guarantor or an agent of either
of them shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

     Section 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined


                                      14



by the Issuer with the concurrence of the Trustee. Temporary Securities may
contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.02, and the
Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series a like aggregate principal amount of definitive
Securities of the same series of authorized denominations. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series unless otherwise
established pursuant to Section 2.03.

                                   ARTICLE 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

     Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities. Subject to any
other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order of
the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last addresses as they appear on the registry
books of the Issuer.

     Section 3.02. Offices for Payments, etc. So long as any of the Securities
remain outstanding, the Issuer and the Guarantor will maintain in the Borough
of Manhattan, The City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer and
the Guarantor will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof. Unless otherwise
specified in accordance with Section 2.03, the Issuer hereby initially
designates the Corporate Trust Office of the Trustee, as the office to be
maintained by it for each such purpose. In case the Issuer or the Guarantor
shall fail to so designate or maintain


                                      15



any such office or agency or shall fail to give such notice of the location or
of any change in the location thereof, presentations and demands may be made
and notices may be served at the Corporate Trust Office.

     The Issuer and the Guarantor may from time to time designate one or more
additional offices or agencies where the Securities of a series may be
presented for payment, where the Securities of that series may be presented for
exchange as provided in this Indenture and pursuant to Section 2.03 and where
the Securities of that series may be presented for registration of transfer as
provided in this Indenture, and the Issuer and the Guarantor may from time to
time rescind any such designation, as the Issuer and the Guarantor may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in this Section. The Issuer and the Guarantor will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

     Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer or the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 5.09, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.

     Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

     (a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer, the Guarantor or by any
other obligor on the Securities of such series) in trust for the benefit of the
holders of the Securities of such series or of the Trustee,

     (b) that it will give the Trustee notice of any failure by the Issuer (or
by the Guarantor or any other obligor on the Securities of such series) to make
any payment of the principal of or interest on the Securities of such series
when the same shall be due and payable, and

     (c) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause 3.04(b) above.

     The Issuer or the Guarantor will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming
due, and


                                      16



(unless such paying agent is the Trustee) the Issuer or the Guarantor will
promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own paying agent, or if the Guarantor shall
act as paying agent, with respect to the Securities of any Series, it will, on
or before each due date of the principal of or interest on the Securities of
such series, set aside, segregate and hold in trust for the benefit of the
holders of the Securities of such series a sum sufficient to pay such principal
or interest so becoming due. The Issuer will promptly notify the Trustee of any
failure to take such action.

     Anything in this section to the contrary notwithstanding, the Issuer or
the Guarantor may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer, the Guarantor or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee
upon the trusts herein contained.

     Anything in this section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this section is subject to the provisions of
Section 9.03 and 9.04.

     Section 3.05. Certificates of the Issuer and the Guarantor. Each of the
Issuer and the Guarantor will furnish to the Trustee on or before [__] in each
year (beginning with [__]) a brief certificate (which need not comply with
Section 10.05) from the principal executive, financial or accounting officer of
the Issuer or the Guarantor, as the case may be, as to his or her knowledge of
the Issuer's or the Guarantor's compliance with all conditions and covenants
under the Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture).

     Section 3.06. Securityholders Lists. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, each of the
Issuer and the Guarantor covenants and agrees that it will furnish or cause to
be furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date
and on dates to be determined pursuant to Section 2.03 for non-interest bearing
securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.


                                      17



     Section 3.07. Reports by the Issuer and the Guarantor. Each of the Issuer
and the Guarantor covenants to file with the Trustee, within 15 days after the
Issuer or the Guarantor, as the case may be, is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports that the Issuer or the Guarantor may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.

     Section 3.08. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before July 15 in each year following the date hereof, so long as any
Securities are outstanding hereunder, and shall be dated as of a date
convenient to the Trustee no more than 60 nor less than 45 days prior thereto.

                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 4.01. Event of Default; Acceleration of Maturity, Waiver of
Default. Unless otherwise established in accordance with Section 2.03 or by any
applicable supplemental indenture, "Event of Default" with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

     (a) default for more than 30 days in the payment of interest, premium or
principal in respect of the Securities; or

     (b) the failure to perform or observe any other obligations under the
Securities which failure continues for the period of 60 days next following
service on the Issuer and the Guarantor of notice requiring the same to be
remedied; or

     (c) the entry by a court having competent jurisdiction of:

          (i) a decree or order for relief in respect of the Issuer or the
     Guarantor in an involuntary proceeding under any applicable bankruptcy,
     insolvency, reorganization law (including Chapter X of the Act of the
     Supervision of the Credit System (Wet toezicht kredietwezen 1992) of the
     Netherlands) (other than a reorganization under a foreign law that does
     not relate to insolvency) or other similar law and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days;
     or


                                      18



          (ii) a decree or order adjudging the Issuer or the Guarantor to be
     insolvent, or approving a petition seeking reorganization (other than a
     reorganization under a foreign law that does not relate to insolvency),
     arrangement, adjustment or composition of the Issuer or the Guarantor and
     such decree or order shall remain unstayed and in effect for a period of
     60 consecutive days; or

          (iii) a final and non-appealable order appointing a custodian,
     receiver, liquidator, assignee, trustee or other similar official of the
     Issuer or the Guarantor of any substantial part of the property of the
     Issuer or the Guarantor or ordering the winding up or liquidation of the
     affairs of the Issuer or the Guarantor; or

     (d) the commencement by the Issuer or the Guarantor of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other
than a reorganization under a foreign law that does not relate to insolvency)
or other similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Issuer or the Guarantor to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the
Issuer or the Guarantor of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Issuer or relief
under any applicable law, or the consent by the Issuer or the Guarantor to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or similar official of the
Issuer or the Guarantor or any substantial part of the property of the Issuer
or the Guarantor or the making by the Issuer or the Guarantor of an assignment
for the benefit of creditors, or the taking of corporate action, including the
passing of an effective resolution, by the Issuer or the Guarantor in
furtherance of any such action; or

     (e) any other Event of Default provided in the supplemental indenture or
resolution of the Board under which such series of Securities is issued or in
the form of Security for such series.

     Unless otherwise set forth in any applicable supplemental indenture, if an
Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if
the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to less
than all series of Securities then Outstanding) occurs and is continuing, then,
and in each and every such case, except for any series the principal of which
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and


                                      19



to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such affected series and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. Unless
otherwise set forth in any applicable supplemental indenture, if an Event of
Default described in clauses 4.01(b) or 4.01(e) (if the Event of Default under
clauses 4.01(b) or 4.01(e) is with respect to all series of Securities at the
time Outstanding) occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the holders of not less than 25% in
aggregate principal amount of all the then Outstanding Securities hereunder
(treated as one class) for which any applicable supplemental indenture does not
prevent acceleration under the relevant circumstances, by notice in writing to
the Issuer and the Guarantor (and to the Trustee if given by Securityholders),
may declare the entire principal (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities then Outstanding and interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. Unless otherwise
set forth in any applicable supplemental indenture, if an Event of Default
described in clauses 4.01(c) or 4.01(d), then the principal and accrued and
unpaid interest, and premium of any, with respect to any Securities then
Outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

     The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Issuer or the Guarantor shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of such series (or of all the Securities,
as the case may be) and the principal of any and all Securities of such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and


                                      20



all advances made, by the Trustee except as a result of negligence or bad
faith, and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the
Securities, as the case may be), then Outstanding (in each case treated as one
class), by written notice to the Issuer, the Guarantor and to the Trustee, may
waive all defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

     Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. Each of the Issuer and the Guarantor covenants that (a) in case default
shall be made in the payment of any installment of interest on any of the
Securities of any series when such interest shall have become due and payable,
and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any
of the Securities of any series when the same shall have become due and
payable, whether upon maturity of the Securities of such series or upon any
redemption or by declaration or otherwise--then upon demand of the Trustee, the
Issuer or the Guarantor, as the case may be, will pay to the Trustee for the
benefit of the Holders of the Securities of such series the whole amount that
then shall have become due and payable on all Securities of series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of its
negligence or bad faith.


                                      21



     Until such demand is made by the Trustee, the Issuer or the Guarantor, as
the case may be, may pay the principal of and interest on the Securities of any
series to the registered holders, whether or not the principal of and interest
on the Securities of such series be overdue.

     In case the Issuer or the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
the Guarantor or other obligor upon such Securities and collect in the manner
provided by law out of the property of the Issuer or the Guarantor or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

     In case there shall be pending proceedings relative to the Issuer or the
Guarantor or any other obligor upon the Securities under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or the Guarantor or such other
obligor or the property of any of them, or in case of any other comparable
judicial proceedings relative to the Issuer or the Guarantor or other obligor
upon the Securities of any series, or to the creditors or property of the
Issuer or the Guarantor or such other obligor, the Trustee, irrespective of
whether the principal of any Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings
or otherwise:

          (a) to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the
     Securities of any series, and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders allowed in
     any judicial proceedings relative to the Issuer or the Guarantor or other
     obligor upon the Securities of any series, or to the creditors or property
     of the Issuer or the Guarantor or such other obligor,


                                      22



          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation
     or other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received
     with respect to the claims of the Securityholders and of the Trustee on
     their behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action was
taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
holders of the Securities in respect to which such action was taken, and it
shall not be necessary to make any holders of such Securities parties to any
such proceedings.

     Section 4.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the


                                      23



following order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which monies have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the overdue principal, and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest at the same rate as the rate of interest or Yield to Maturity (in
     the case of Original Issue Discount Securities) specified in the
     Securities of such series; and in case such moneys shall be insufficient
     to pay in full the whole amount so due and unpaid upon the Securities of
     such series, then to the payment of such principal and interest or Yield
     to Maturity, without preference or priority of principal over interest or
     Yield to Maturity, or of interest or Yield to Maturity over principal, or
     of any installment of interest over any other installment of interest, or
     of any Security of such series over any other Security of such series,
     ratably to the aggregate of such principal and accrued and unpaid interest
     or Yield to Maturity; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.


                                      24



     Section 4.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     Section 4.05. Restoration of Rights on Abandonment of Proceeding. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such
case the Issuer, the Guarantor and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Guarantor and the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

     Section 4.06. Limitations on Suits by Securityholder. No holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 4.09;
it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other such Holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every


                                      25



Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Section 4.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

     Section 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 4.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

     Section 4.09. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with all
such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of


                                      26



all series so affected not joining in the giving of said direction, it being
understood that (subject to Section 5.01) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     Section 4.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 4.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of
all such Securities waive any past default or Event of Default described in
Section 4.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Guarantor, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 4.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry
books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within 90 days after
the occurrence thereof, unless such defaults shall have been cured before the
giving of such notice (the term "default" or "defaults" for the purposes of
this section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee
of directors or trustees and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.


                                      27



     Section 4.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in
the case of any suit relating to or arising under clauses 4.01(b) or 4.01(e)
(if the suit relates to all the Securities then Outstanding), 4.01(c) or
4.01(d), 10% in aggregate principal amount of all Securities Outstanding, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security.

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

     Section 5.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct, except that


                                      28



     (a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any Series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth in this Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless
it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders pursuant to Section 4.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     The provisions of this Section 5.01 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of 1939.

     Section 5.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 5.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate, Guarantor's Officers'


                                      29



Certificate or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     (b) any request, direction, order or demand of the Issuer or the Guarantor
mentioned herein shall be sufficiently evidenced by an Officers' Certificate or
a Guarantor's Officers' Certificate, as the case may be (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of
the Board or of the Guarantor's Board of Directors may be evidenced to the
Trustee by a copy thereof certified by the secretary or an assistant secretary
of the Issuer or the Guarantor, as the case may be;

     (c) the Trustee may consult with counsel and any written advice or Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or
the Guarantor or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer or the Guarantor upon demand; and


                                      30



     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

     Section 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.

     Section 5.04. Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer, the Guarantor or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not the Trustee or such agent and
may otherwise deal with the Issuer or the Guarantor and receive, collect, hold
and retain collections from the Issuer or the Guarantor with the same rights it
would have if it were not the Trustee or such agent.

     Section 5.05. Moneys Held by Trustee. Subject to the provisions of Section
9.04 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

     Section 5.06. Compensation and Indemnification of Trustee and its Prior
Claim. Each of the Issuer and the Guarantor covenants and agrees to pay
(without duplication) to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) and each of the Issuer and the Guarantor covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except to the extent any such expense, disbursement or advance may arise from
its negligence or bad faith. The Issuer and the Guarantor each also covenants
to indemnify the Trustee and each predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this


                                      31



Indenture or the trusts hereunder and the performance of its duties hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss
liability or expense is due to the negligence or bad faith of the Trustee, its
agents or employees or such predecessor Trustee. The obligations of the Issuer
and the Guarantor under this section to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the
holders of particular Securities, and the Securities are hereby subordinated to
such senior claim.

     Section 5.07. Right of Trustee to Reply on Officers' Certificate, etc.
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

     Section 5.08. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
the District of Columbia having a combined capital and surplus of at least
$50,000,000, and which is eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

     Section 5.09. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with


                                      32



respect to one or more or all series of Securities by giving written notice of
resignation to the Issuer and by mailing notice thereof by first class mail to
Holders of the applicable series of Securities at their last addresses as they
shall appear on the Security register. Upon receiving such notice of
resignation, the Issuer or the Guarantor shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of its board of directors, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 4.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer, the Guarantor or
     by any Securityholder who has been a bona fide Holder of a Security or
     Securities of such series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall
     fail to resign after written request therefor by the Issuer, the Guarantor
     or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to
     any series of Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Issuer or the Guarantor may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the
Board or of the Guarantor's Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee with respect
to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.


                                      33



     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.01 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 5.09 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 5.10.

     Section 5.10. Acceptance of Appointment By Successor Trustee. Any
successor trustee appointed as provided in Section 5.09 shall execute and
deliver to the Issuer, the Guarantor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all rights, powers, duties
and obligations with respect to such series of its predecessor hereunder, with
like effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuer, the Guarantor or of the
successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 9.04, pay over to the successor trustee all
moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Issuer
or the Guarantor shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 5.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the Guarantor, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees


                                      34



of the same trust and that each such trustee shall be trustee of a trust or
trusts under separate indentures.

     Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer or the Guarantor shall mail notice thereof by
first-class mail to the Holders of Securities of any series for which such
successor trustee is acting as trustee at their last addresses as they shall
appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
5.09. If the Issuer or the Guarantor fails to mail such notice within ten days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer or the
Guarantor.

     Section 5.11. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such corporation
shall be eligible under the provisions of Section 5.08, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

     Section 6.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount


                                      35



of the Securityholders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Sections
5.01 and 5.02) conclusive in favor of the Trustee and the Issuer, if made in
the manner provided in this Article.

     Section 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of
any instrument by a Securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof. The Issuer may set a record date for
purposes of determining the identity of holders of Securities of any series
entitled to vote or consent to any action referred to in Section 6.01, which
record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any
other provisions hereof, only holders of Securities of such series of record on
such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.

     Section 6.03. Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and none of the Issuer, the Guarantor or the
Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
person, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

     Section 6.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer, the


                                      36



Guarantor or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer,
the Guarantor or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are
so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer, the Guarantor or any other
obligor upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, the
Guarantor or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of
the Trustee, the Issuer shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described
persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled
to accept such Officers' Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

     Section 6.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, of
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Guarantor, the Trustee and the
Holders of all the Securities affected by such action.


                                      37



                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

     Section 7.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board (which resolutions may
provide general authorization for such action and may provide that the specific
terms of such action may be determined by officers of the Issuer authorized
thereby) and the Guarantor, when authorized by a resolution of the Guarantor's
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

     (b) to evidence the succession of another legal entity to the Issuer or
the Guarantor, as the case may be, or successive successions, and the
assumption by the successor legal entity of the covenants, agreements and
obligations of the Issuer or the Guarantor, as the case may be, pursuant to
Article 8;

     (c) to add to the covenants of the Issuer or the Guarantor, as the case
may be, such further covenants, restrictions, conditions or provisions as the
Issuer or the Guarantor, as the case may be, and the Trustee shall consider to
be for the protection of the Holders of Securities, and to make the occurrence,
or the occurrence and continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an Event of
Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Issuer
or the Guarantor may deem necessary or desirable and which shall not adversely
affect the interests of the Holders of the Securities in any material respect;


                                      38



     (e) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.03;

     (f) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 5.10; and

     (g) to evidence the assumption by the Guarantor of all of the rights and
obligations of the Issuer hereunder with respect to a series of Securities and
under the Securities of such series and the release of the Issuer from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series, all as provided in Section 12.07 hereof.

     The Trustee is hereby authorized to join with the Issuer and the Guarantor
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 7.02.

     Section 7.02. Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 6) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of its Board, and
the Guarantor, when authorized by a resolution of the Guarantor's Board of
Directors (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer or the Guarantor, as the case may be, authorized
thereby), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series; provided, that
no such supplemental indenture shall (a)(i) extend the final maturity of any
Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or
extend the time of payment of interest thereon, (iv) reduce any amount payable
on redemption thereof, (v) make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin


                                      39



or currency other than that provided in the Securities or in accordance with
the terms thereof, (vi) modify or amend any provisions for converting any
currency into any other currency as provided in the Securities or in accordance
with the terms thereof, (vii) reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 4.01 or the amount thereof provable in
bankruptcy pursuant to Section 4.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities for securities of the
Issuer or the Guarantor or of other entities or other property (or the cash
value thereof), including the determination of the amount of securities or
other property (or cash) into which the Securities shall be converted or
exchanged, other than as provided in the antidilution provisions or other
similar adjustment provisions of the Securities or otherwise in accordance with
the terms thereof, (ix) alter the provisions of Section 10.11 or Section 10.13
or impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder, in each case without the consent of the
Holder of each Security so affected, or (b) reduce the aforesaid percentage of
Securities of any series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each
Security so affected.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of holders of Securities of such series, with respect to such covenant
or provision, shall be deemed not to affect the rights under this Indenture of
the holders of Securities of any other series.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer authorized thereby) certified by the secretary or an
assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required
by Section 6.01, the Trustee shall join with the Issuer and the Guarantor in
the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under
this section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                      40



     Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof by (a) first class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall
appear on the registry books of the Issuer or (b) by any other means set forth
in such supplemental indenture, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

     Section 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 7.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, may receive an Officers' Certificate,
a Guarantor's Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article 7
complies with the applicable provisions of this Indenture.

     Section 7.05. Notation On Securities In Respect Of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 8.01. Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other Person or sell
or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing legal entity, or the successor legal
entity or the Person which acquires by sale or conveyance substantially all the
assets of the Issuer (if other


                                      41



than the Issuer) shall expressly assume the due and punctual payment of the
principal of and interest on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Issuer, by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such legal entity, and (ii) the Issuer or such successor legal
entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

     Section 8.02. Successor Substituted for the Issuer. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named
herein. Such successor legal entity may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such succession
any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor legal entity instead of the Issuer and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such successor legal entity thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor legal entity which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

     Section 8.03. Guarantor May Consolidate, etc., on Certain Terms. The
Guarantor covenants that it will not merge or consolidate with any other Person
or sell or convey all or substantially all of its assets to any Person, unless
(i) either the Guarantor shall be the continuing legal entity, or the successor
legal entity or the Person which acquires by sale or conveyance substantially
all the assets of the Guarantor (if other than the Guarantor) shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants


                                      42



and conditions of this Indenture to be performed or observed by the Guarantor,
by supplemental indenture satisfactory to the Trustee, executed and delivered
to the Trustee by such legal entity, and (ii) the Guarantor or such successor
legal entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

     Section 8.04. Successor Substituted For The Guarantor. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Guarantor, with the same effect as if it had been named
herein. In case of any such consolidation, merger, sale, lease or conveyance
such changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Guarantor or any successor legal entity which shall
theretofore have become such in the manner described in this Article shall be
discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.

     Section 8.05. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 9.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder (other than
Securities of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered to
the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) or (iii) (A) all the securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (B) the Issuer or the
Guarantor


                                      43



shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds the entire amount in cash (other than moneys repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 9.04) in the case
of any series of Securities the payments on which may only be made in United
States dollars, direct obligations of the United States of America, backed by
its full faith and credit ("U.S. Government Obligations"), maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient to pay at maturity
or upon redemption all Securities of such series (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.09) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due on or prior to such date of maturity as the case may be, and
if, in any such case, the Issuer or the Guarantor shall also pay or cause to be
paid all other sums payable hereunder by the Issuer with respect to Securities
of such series, then this Indenture shall cease to be of further effect with
respect to Securities of such series (except as to (i) rights of registration
of transfer and exchange of securities of such series, and the Issuer's right
of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders to receive
payments of principal thereof and interest thereon upon the original stated due
date therefor (but no upon acceleration), and remaining rights of the holders
to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations and immunities of the Trustee hereunder and (v) the rights of the
Securityholders of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers'
Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Issuer and the Guarantor, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; provided, that the rights of Holders of
the Securities to receive amounts in respect of principal of and interest on
the Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer and the Guarantor agree to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

     (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause 9.01(b)(i)
below, the Issuer shall be deemed to have


                                      44



paid and discharged the entire indebtedness on all the Securities of such a
series on the 91st day after the date of the deposit referred to in clause
9.01(b)(i) below, and the provisions of this Indenture with respect to the
Securities of such series thereto shall no longer be in effect (except as to
(1) rights of registration of transfer and exchange of Securities of such
series and the Issuer's right of optional redemption, if any, (2) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of
Holders of Securities to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of
the Trustee hereunder, (5) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (6) the obligations of the Issuer
under Section 3.02) and the Trustee, at the expense of the Issuer and the
Guarantor, shall at the Issuer's or the Guarantor's request, execute proper
instruments acknowledging the same, if

          (i) with reference to this provision the Issuer or the Guarantor has
     irrevocably deposited or caused to be irrevocably deposited with the
     Trustee as trust funds in trust, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations, maturing as to principal and interest at such
     times and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay (1) the principal
     and interest on all Securities of such series on each date that such
     principal or interest is due and payable and (2) any mandatory sinking
     fund payments on the dates on which such payments are due and payable in
     accordance with the terms of the Indenture and the Securities of such
     series;

          (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, any agreement or instrument to which the
     Issuer is a party or by which it is bound;

          (iii) the Issuer or the Guarantor has delivered to the Trustee an
     Opinion of Counsel based on the fact that (x) the Issuer has received
     from, or there has been published by, the Internal Revenue Service a
     ruling or (y) since the date hereof, there has been a change in the
     applicable Federal income tax law, in either case to the effect that, and
     such opinion shall confirm that, the Holders of the Securities of such
     series will not recognize income, gain or loss for Federal income tax
     purposes as a result of such deposit, defeasance and


                                      45



     discharge and will be subject to Federal income tax on the same amount and
     in the same manner and at the same times, as would have been the case if
     such deposit, defeasance and discharge had not occurred; and

          (iv) the Issuer or the Guarantor has delivered to the Trustee an
     Officers' Certificate or Guarantor's Officers' Certificate and an Opinion
     of Counsel, each stating that all conditions precedent provided for
     relating to the defeasance contemplated by this provision have been
     complied with.

     (c) Each of the Issuer and the Guarantor shall be released from its
obligations under Section 8.01 with respect to the Securities of any Series,
Outstanding, and under the Guarantee in respect thereof, on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of any Series, and under the Guarantee in
respect thereof, the Issuer and the Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
such Sections, whether directly or indirectly by reason of any reference
elsewhere herein to such Sections or by reason of any reference in such
Sections to any other provision herein or in any other document and such
omission to comply shall not constitute an Event of Default under Section 4.01,
but the remainder of this Indenture and such Securities and the Guarantee shall
be unaffected thereby. The following shall be the conditions to application of
this subsection (c) of this Section 9.01:

          (i) The Issuer or the Guarantor has irrevocably deposited or caused
     to be deposited with the Trustee as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for,
     and dedicated solely to, the benefit of the holders of the Securities of
     such series, (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations maturing as to principal and interest at such times
     and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay (1) the principal
     and interest on all Securities of such series and (2) any mandatory
     sinking fund payments on the day on which such payments are due and
     payable in accordance with the terms of the Indenture and the Securities
     of such series.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities
     shall have occurred and be continuing on the date of such deposit


                                      46



     or, insofar as subsections 4.01(c) and 4.01(d) are concerned, at any time
     during the period ending on the 91st day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until the expiration of such period).

          (iii) Such covenant defeasance shall not cause the Trustee to have a
     conflicting interest for purposes of the Trust Indenture Act of 1939 with
     respect to any securities of the Issuer.

          (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Issuer or the Guarantor is a party or
     by which either of them is bound.

          (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted.

          (vi) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and Opinion of Counsel to the effect that the Holders of the
     Securities of such series will not recognize income, gain or loss for
     Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (vii) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

     Section 9.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 9.04 and any subordination provisions applicable
to the Securities, all moneys deposited with the Trustee pursuant to Section
9.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Issuer acting as its own paying
agent or the Guarantor acting as paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.


                                      47



     Section 9.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

     Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee for such series or such paying
agent, and the Holder of the Security of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer and the Guarantor
for any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon
cease.

                                  ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     Section 10.01. Incorporators, Stockholders, Members, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder (except in a stockholder's capacity as Guarantor), member, officer
or director, as such, of the Issuer or the Guarantor or of any successor,
either directly or through the Issuer or the Guarantor, as the case may be, or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the holders thereof and as part of the
consideration for the issue of the Securities.

     Section 10.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors and the Holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole


                                      48



benefit of the parties hereto and their successors and of the Holders of the
Securities.

     Section 10.03. Successors and Assigns of Issuer and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Guarantor
shall bind its successors and assigns, whether so expressed or not.

     Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
to or on the Issuer or the Guarantor may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address is filed with the Trustee) as follows:

         ABN AMRO Bank N.V. / ABN AMRO Holding N.V.
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands
         Attention: Group Asset and Liability Management
         Fax: +31 20 383 48 30

     Any notice, direction, request or demand by the Issuer, the Guarantor or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made to its Corporate
Trust Office at [_____].

     Where this Indenture provides for notice to Holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at
his last address as it appears in the Security register. In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer or the
Guarantor and


                                      49



Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     Section 10.05. Officers' Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, shall furnish to
the Trustee an Officers' Certificate or a Guarantor's Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Issuer or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer or the Guarantor, as the case may be, unless such
counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which his certificate, statement or opinion
may be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.


                                      50



     Any certificate, statement or opinion of an officer of the Issuer, of the
Guarantor or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Issuer, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     Section 10.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

     Section 10.07. Conflict of any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

     Section 10.08. New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

Section 10.09. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     Section 10.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     Section 10.11. Securities in a Non-U.S. Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.03 of
this Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding


                                      51



Securities of any series which are denominated in a coin or currency other than
Dollars, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate. For purposes of this Section 10.11, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency
as published by the Federal Reserve Bank of New York. If such Market Exchange
Rate is not available for any reason with respect to such currency, the Trustee
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 10.12. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that any legal suit, action or proceeding arising out of or
based upon this Indenture may be instituted in any State or Federal court in
the Borough of Manhattan, City and State of New York, and, to the fullest
extent permitted by law, waives any objection which it may now or hereafter
have to the laying of venue of any such proceeding, and irrevocably submits to
the jurisdiction of such court in any suit, action or proceeding. Each of the
Issuer and the Guarantor has appointed [Willie J. Miller, Jr., Esq., Chief
Legal Officer and Executive Vice President], ABN AMRO North America Holding
Company, as its authorized agent (the "Authorized Agent") upon which process
may be instituted in any State or Federal court in the Borough of Manhattan,
City and State of New York and each of the Issuer and the Guarantor expressly
accepts the jurisdiction of any such court in respect of such action. Such
appointment shall be irrevocable unless and until a successor authorized agent,
located or with an office in the Borough of Manhattan, City and State of New
York, shall have been appointed by the Issuer or the Guarantor, as the case may
be, and such appointment shall have been accepted by such successor authorized
agent. Each of the Issuer and the Guarantor represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and
each of the Issuer and the Guarantor agrees to take any and all action,
including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent and written notice of such service
to


                                      52



the Issuer or the Guarantor, as the case may be, shall be deemed, in every
respect, effective service of process upon the Issuer or the Guarantor, as the
case may be.

     Section 10.13. Judgment Currency. Each of the Issuer and the Guarantor
agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or interest on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the day on which final unappealable judgment is
entered, unless such day is not a New York Banking Day, then, to the extent
permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close

                                  ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 11.01. Applicability Of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

     Section 11.02. Notice Of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than


                                      53



60 days prior to the date fixed for redemption to such Holders of Securities of
such series at their last addresses as they shall appear upon the registry
books. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part
only the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer or the Guarantor will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent or the Guarantor is acting as paying agent, set aside,
segregate and hold in trust as provided in Section 3.04) an amount of money or
other property sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officers' Certificate stating the aggregate principal amount of Securities
to be redeemed.

     If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer and the Guarantor in writing of the Securities of such series
selected for redemption and, in


                                      54



the case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

     Section 11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer and the Guarantor shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue and, except as provided in Sections
5.05 and 9.04, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at
a place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided that any semiannual payment of interest becoming due on
the date fixed for redemption shall be payable to the Holders of such
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.03 and 2.04 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of
the Holder thereof, at the expense of the Issuer, a new Security or Securities
of such series , of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 11.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which
notice of redemption may be given as


                                      55



being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer.

     Section 11.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.07, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by
the Trustee at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.05) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written
statement (or reasonably promptly thereafter if acceptable to the Trustee).
Such written statement shall be irrevocable and upon its receipt by the Trustee
the Issuer


                                      56



shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Issuer, on or before any such sixtieth day,
to deliver such written statement and Securities specified in this paragraph,
if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in
this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Issuer shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in
excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 11.02, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash,
as nearly as may be, and shall (if requested in writing by the Issuer) inform
the Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities of any series which are (a) owned by the
Issuer or an entity known by the Trustee to be directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer, as shown by the Security register, and not known to the Trustee to
have been pledged or hypothecated by the Issuer or any such entity or (b)
identified in an Officers' Certificate at least 60 days prior to the sinking
fund payment date as being beneficially owned by, and not pledged or
hypothecated by, the Issuer or an entity directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer shall
be excluded from Securities of such series eligible for selection for
redemption. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 11.02 (and with the effect provided in Section
11.03) for the redemption of Securities of such series in part at the option of
the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of


                                      57



particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

     On or before each sinking fund payment date, the Issuer or the Guarantor
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer or the
Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such default or Event
of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 4 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 4.09 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.

                                  ARTICLE 12
                            GUARANTEE AND INDEMNITY

     Section 12.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.


                                      58



     Section 12.02. Net Payments. All payments of principal of and premium, if
any, interest and any other amounts on, or in respect of, the Securities of any
series shall be made by the Guarantor without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of The Netherlands (the "taxing jurisdiction") or any political
subdivision or taxing authority thereof or therein, unless such taxes, fees,
duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the
Guarantor shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any such Security such additional amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security and this
Indenture to be then due and payable; provided, however, that the Guarantor
shall not be required to make payment of such additional amounts for or on
account of:

     (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the relevant
taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became
due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such additional amounts if it had
presented such Security for payment on any day within such period of thirty
(30) days;

     (b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

     (c) any tax assessment or other governmental charge imposed on a payment
that is required to be made pursuant to any European Union Directive on the
taxation of savings implementing the conclusions of the ECOFIN council meetings
of November 26 - 27, 2000 and June 3, 2003 or any law implementing or complying
with, or introduced in order to confirm such directive;


                                      59



     (d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Security to comply with any reasonable request by the Guarantor addressed to
the Holder within 90 days of such request (A) to provide information concerning
the nationality, residence or identity of the Holder or such beneficial owner
or (B) to make any declaration or other similar claim or satisfy any
information or reporting requirement, which, in the case of (A) or (B), is
required or imposed by statute, treaty, regulation or administrative practice
of the relevant taxing jurisdiction or any political subdivision thereof as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge; or

     (e) any combination of items (a), (b) (c) and (d);

nor shall additional amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision
or relevant taxing authority thereof or therein) to be included in the income
for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of the
Security.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Security of any series or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional
amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of additional amounts in those provisions hereof where
such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to
each date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Guarantor's Officer's
Certificate, the Guarantor shall furnish to the Trustee and the principal
paying agent, if other than the Trustee, a Guarantor's Officer's Certificate
instructing the Trustee and such paying agent whether such payment of principal
of and premium, if any, interest or any other amounts on the Securities of such
series shall be made to Holders of Securities of such series


                                      60



without withholding for or on account of any tax, fee, duty, assessment or
other governmental charge described in Section 12.02. If any such withholding
shall be required, then such Guarantor's Officer's Certificate shall specify by
taxing jurisdiction the amount, if any, required to be withheld on such
payments to such Holders of Securities, and the Guarantor agrees to pay to the
Trustee or such paying agent the additional amounts required by Section 12.02.
The Guarantor covenants to indemnify the Trustee and any paying agent for, and
to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Guarantor's Officer's Certificate furnished pursuant to Section 12.02.

     Section 12.03. Guarantee Unconditional, etc. The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, irrevocable and unconditional, irrespective of, and
shall be unaffected by, any invalidity, irregularity or unenforceability of any
Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Security or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any additional amounts
and sinking fund payments required with respect to, the Securities and the
complete performance of all other obligations contained in the Securities. The
Guarantor further agrees, to the fullest extent that it lawfully may do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Section 4.01 hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or prohibition extant under any
bankruptcy, insolvency, reorganization or other similar law of any jurisdiction
preventing such acceleration in respect of the obligations guaranteed hereby.

     Section 12.04. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Security, in whole or in part, is rescinded or must otherwise be restored to
the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization
of the Issuer or otherwise.

     Section 12.05. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Security against the Issuer in respect of any
amounts


                                      61



paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts and sinking fund payments required with respect to, all
Securities shall have been paid in full.

     Section 12.06. Indemnity. As a separate and alternative stipulation, the
Guarantor unconditionally and irrevocably agrees that any sum expressed to be
payable by the Issuer under this Indenture or the Securities but which is for
any reason (whether or not now known or becoming known to the Issuer, the
Guarantor, the Trustee or any Holder of any Security) not recoverable from the
Guarantor on the basis of a guarantee will nevertheless be recoverable from it
as if it were the sole principal debtor and will be paid by it to the Trustee
on demand. This indemnity constitutes a separate and independent obligation
from the other obligations in this Indenture, gives rise to a separate and
independent cause of action and will apply irrespective of any indulgence
granted by the Trustee or any Holder of any Security.

     Section 12.07. Assumption by Guarantor.

     (a) The Guarantor may, without the consent of the Holders, assume all of
the rights and obligations of the Issuer hereunder with respect to a series of
Securities and under the Securities of such series if, after giving effect to
such assumption, no Event of Default or event which with the giving of notice
or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing. Upon such an assumption, the Guarantor shall
execute a supplemental indenture evidencing its assumption of all such rights
and obligations of the Issuer and the Issuer shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such Series.

     (b) The Guarantor shall assume all of the rights and obligations of the
Issuer hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Issuer in the due and
punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under Section
12.01 with respect to such series of Securities. Such assumption shall result
in the Securities of such series becoming the direct obligations of the
Guarantor and shall be effected without the consent of the Holders of the
Securities of any Series. Upon such an assumption, the Guarantor shall execute
a supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer, and the Issuer shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such Series.

                            [SIGNATURE PAGE FOLLOWS]


                                      62



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of ___________, ____.


                                       ABN AMRO BANK N.V.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       ABN AMRO HOLDING N.V.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       [TRUSTEE],
                                          as Trustee


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      63

EX-4.7

                                                                     EXHIBIT 4.7

================================================================================




                               ABN AMRO BANK N.V.,

                                   as Issuer,

                             ABN AMRO HOLDING N.V.,

                                  as Guarantor,

                                       and

                                  [__________],

                                   as Trustee




                             SUBORDINATED INDENTURE

                          Dated as of __________, _____







================================================================================






                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Certain Terms Defined...........................................1

                                    ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally.................................................6
Section 2.02.  Form of Trustee's Certification of Authentication...............7
Section 2.03.  Amount Unlimited; Issuable in Series............................7
Section 2.04.  Authentication and Delivery of Securities......................10
Section 2.05.  Execution of Securities........................................11
Section 2.06.  Certificate of Authorization...................................12
Section 2.07.  Denomination and Date of Securities; Payments of Interest......12
Section 2.08.  Regulation, Transfer and Exchange..............................13
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities......14
Section 2.10.  Cancellation of Securities.....................................15
Section 2.11.  Temporary Securities...........................................15

                                    ARTICLE 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

Section 3.01.  Payment of Principal and Interest..............................16
Section 3.02.  Offices for Payments, etc......................................16
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............17
Section 3.04.  Paying Agents..................................................17
Section 3.05.  Certificates of the Issuer and the Guarantor...................18
Section 3.06.  Securityholders Lists..........................................18
Section 3.07.  Reports by the Issuer and the Guarantor........................18
Section 3.08.  Reports by the Trustee.........................................18

                                    ARTICLE 4
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.01.  Event of Default; Acceleration of Maturity, Waiver of Default..19
Section 4.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt..22
Section 4.03.  Application of Proceeds........................................24
Section 4.04.  Suits for Enforcement..........................................25
Section 4.05.  Restoration of Rights on Abandonment of Proceeding.............25
Section 4.06.  Limitations on Suits by Securityholder.........................26


Section 4.07.  Unconditional Right of Securityholders to Institute
               Certain Suits..................................................26
Section 4.08.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default..............................................26
Section 4.09.  Control by Securityholders.....................................27
Section 4.10.  Waiver of Past Defaults........................................27
Section 4.11.  Trustee to Give Notice of Default, But May Withhold in
               Certain Circumstances..........................................28
Section 4.12.  Right of Court to Require Filing of Undertaking to Pay Costs...28

                                    ARTICLE 5
                             CONCERNING THE TRUSTEE

Section 5.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...............................................29
Section 5.02.  Certain Rights of the Trustee..................................30
Section 5.03.  Trustee Not Responsible for Recitals, Disposition
               of Securities or Application of Proceeds Thereof...............31
Section 5.04.  Trustee and Agents May Hold Securities; Collections, etc.......32
Section 5.05.  Moneys Held by Trustee.........................................32
Section 5.06.  Compensation and Indemnification of Trustee and its Prior
               Claim..........................................................32
Section 5.07.  Right of Trustee to Reply on Officers' Certificate, etc........33
Section 5.08.  Persons Eligible for Appointment as Trustee....................33
Section 5.09.  Resignation and Removal; Appointment of Successor Trustee......33
Section 5.10.  Acceptance of Appointment By Successor Trustee.................35
Section 5.11.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee............................................36

                                    ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

Section 6.01.  Evidence of Action Taken by Securityholders....................36
Section 6.02.  Proof of Execution of Instruments and of Holding of
               Securities; Record Date........................................36
Section 6.03.  Holders to be Treated as Owners................................37
Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding..............37
Section 6.05.  Right of Revocation of Action Taken............................38

                                    ARTICLE 7
                             SUPPLEMENTAL INDENTURES

Section 7.01.  Supplemental Indentures Without Consent of Securityholders.....38
Section 7.02.  Supplemental Indentures With Consent of Securityholders........40
Section 7.03.  Effect of Supplemental Indenture...............................41
Section 7.04.  Documents to Be Given to Trustee...............................42

                                       ii


Section 7.05.  Notation On Securities In Respect Of Supplemental Indentures...42

                                    ARTICLE 8
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01.  Issuer May Consolidate, etc.,..................................42
Section 8.02.  Successor Substituted for the Issuer...........................42
Section 8.03.  Guarantor May Consolidate, etc., on Certain Terms..............43
Section 8.04.  Successor Substituted For The Guarantor........................43
Section 8.05.  Opinion of Counsel to Trustee..................................44

                                    ARTICLE 9
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01.  Satisfaction and Discharge of Indenture........................44
Section 9.02.  Application by Trustee of Funds Deposited for Payment
               of Securities..................................................48
Section 9.03.  Repayment of Moneys Held by Paying Agent.......................48
Section 9.04.  Return of Moneys Held by Trustee and Paying Agent Unclaimed
               for Two Years..................................................48

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

Section 10.01. Incorporators, Stockholders, Members, Officers and
               Directors of Issuer Exempt from Individual Liability...........49
Section 10.02. Provisions of Indenture for the Sole Benefit of Parties and
               Securityholders................................................49
Section 10.03. Successors and Assigns of Issuer Bound by Indenture............49
Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.....49
Section 10.05. Officers' Certificates and Opinions of Counsel; Statements
               to be Contained Therein........................................50
Section 10.06. Payments Due on Saturdays, Sundays and Holidays................51
Section 10.07. Conflict of any Provision of Indenture with Trust
               Indenture Act of 1939..........................................52
Section 10.08. New York Law to Govern.........................................52
Section 10.09. Counterparts...................................................52
Section 10.10. Effect of Headings.............................................52
Section 10.11. Securities in a Non-U.S. Currency..............................52
Section 10.12. Submission to Jurisdiction.....................................53
Section 10.13. Judgment Currency..............................................53

                                   ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.01. Applicability Of Article.......................................54

                                      iii



Section 11.02. Notice Of Redemption; Partial Redemptions......................54
Section 11.03. Payment of Securities Called for Redemption....................55
Section 11.04. Exclusion of Certain Securities from Eligibility for
               Selection for Redemption.......................................56
Section 11.05. Mandatory and Optional Sinking Funds...........................56

                                  ARTICLE 12
                            GUARANTEE AND INDEMNITY

Section 12.01. The Guarantee..................................................59
Section 12.02. Net Payments...................................................59
Section 12.03. Guarantee Unconditional, etc...................................62
Section 12.04. Reinstatement..................................................62
Section 12.05. Subrogation....................................................62
Section 12.06. Indemnity......................................................63
Section 12.07. Assumption by Guarantor........................................63

                                  ARTICLE 13
                          SUBORDINATION OF SECURITIES

Section 13.01. Agreement to Subordinate.......................................63
Section 13.02. Payments to Holders of Securities..............................64
Section 13.03. No Payment When Senior Debt Is In Default......................65
Section 13.04. Payment Permitted in Certain Situations........................65
Section 13.05. Subrogation to Rights of Holders of Senior Debt................66
Section 13.06. Provisions Solely to Define Relative Rights....................66
Section 13.07. Trustee to Effectuate Subordination............................67
Section 13.08. No Waiver of Subordination Provisions..........................67
Section 13.09. Notice to Trustee..............................................67
Section 13.10. Reliance on Judicial Order or Certificate of Liquidating
               Agent..........................................................67
Section 13.11. Trustee Not Fiduciary for Holders of Senior Debt...............68
Section 13.12. Rights of Trustee as Holder of Senior Debt; Preservation
               of Trustee's Rights............................................68
Section 13.13. Article Applicable to Paying Agents............................68


                                       iv



     THIS INDENTURE, dated as of __________, ____ between ABN AMRO BANK N.V., a
public limited liability company incorporated under the laws of The Netherlands
(the "Issuer"), ABN AMRO HOLDING N.V., a public limited liability company
incorporated under the laws of The Netherlands (the "Guarantor") and [_____],
(the "Trustee"),

                              W I T N E S S E T H:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture;

     WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantee and the indemnity provided for herein. All things necessary to make
this Indenture a valid agreement of the Guarantor, in accordance with its terms,
have been done; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer, the Guarantor and the Trustee mutually covenant and
agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities as follows:

                                    Article 1
                                   DEFINITIONS

     Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided herein or in any indenture supplemental hereto, or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in



force at the date of this Indenture. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

     "Authorized Agent" shall have the meaning set forth in Section 10.12.

     "Bearer Security" means any Security other than a Registered Security.

     "Board" means either the Managing Board of the Issuer or any committee of
such Board duly authorized to act hereunder.

     "Board Resolution" means one or more resolutions, certified by the
secretary of the Board to have been duly adopted or consented to by the Board
and to be in full force and effect, and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day that in the city
(or in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at [____].

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

                                       2


     "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

     "Event of Default" means any event or condition specified as such in
Section 4.01.

     "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on, and any additional amounts with
respect to the Securities by the Guarantor, as more fully set forth in Article
12.

     "Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Person.

     "Guarantor's Board of Directors" means the Managing Board of the Guarantor
or any committee of that board duly authorized to act generally or in any
particular respect for the Guarantor hereunder.

     "Guarantor's Board Resolution" means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Guarantor to have
been duly adopted by the Guarantor's Board of Directors and to be in full force
and effect on the date of such certification, delivered to the Trustee.

     "Guarantor's Officers' Certificate" means a certificate signed by any two
duly authorized signatories of the Guarantor acting together, that complies with
the requirements of Section 314(e) of the Trust Indenture Act and is delivered
to the Trustee.

     "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the registered holder of any Security.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article 5) ABN AMRO BANK
N.V., a public limited liability company incorporated under the laws of The
Netherlands, and, subject to Article 8, its successors and assigns.

     "Judgment Currency" shall have the meaning set forth in Section 10.13.

                                       3


     "New York Banking Day" shall have the meaning set forth in Section 10.13.

     "Non-U.S. Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Officers' Certificate" means a certificate (i) signed by any two officers
of the Issuer authorized by the Board to execute any such certificate and (ii)
delivered to the Trustee. Each such certificate shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer and who shall be reasonably
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05, if and to the extent required hereby.

     "Original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.01.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 6.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Issuer) or shall have been set
aside, segregated and held in trust by the Issuer for the holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of

                                       4


Section 2.09 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

     In determining whether the holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.01.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.03, and bearing the legend prescribed by the
applicable supplemental indenture.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 10.13.

     "Responsible Officer" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president,
the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Senior Debt" means, unless otherwise specified in an applicable
supplemental indenture, the principal of (and premium, if any) and interest, if
any,

                                       5


on all obligations and indebtedness (other than the Securities) of, or
guaranteed or assumed by, the Issuer that are for borrowed money or are
evidenced by bonds, debentures, notes or other similar instruments, whether
outstanding on the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, and all amendments, renewals, extensions, modifications
and refundings of such indebtedness and obligations, unless in any such case the
instrument by which such indebtedness or obligations are created, incurred,
assumed or guaranteed by the Issuer, or are evidenced, provides that they are
subordinate, or not superior, in right of payment to the Securities.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 5, shall also include any
successor trustee.

     "Trust Indenture Act of 1939" (except as otherwise provided in Sections
7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed.

     "U.S. Government Obligations" shall have the meaning set forth in Section
9.01.

     "vice president" when used with respect to the Issuer or the Trustee, means
any vice president, whether or not designated by a number or a word or words
added before or after the title of "vice president".

     "Yield to Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                   Article 2
                                   SECURITIES

     Section 2.01. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.

                                       6


     The definitive Securities shall be printed or lithographed on security
printed paper or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

     Section 2.02. Form of Trustee's Certification of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

     This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.

                                            ------------------------------------
                                            as Trustee


                                            By:
                                                --------------------------------
                                                 Authorized Officer

     Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more series and unless provided for
otherwise in an indenture supplemental hereto, each such series shall rank
equally and pari passu with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in or pursuant to a resolution of the Board
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

     (a) the designation of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

     (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11 or 11.03);

     (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Non-U.S.
Currency);

     (d) the date or dates on which the principal of the Securities of the
series is payable;

     (e) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method by which such rate shall be determined, the date
or dates from

                                       7


which such interest shall accrue, the interest payment dates on which such
interest shall be payable and the record dates for the determination of Holders
to whom interest is payable and/or the method by which such rate or rates or
date or dates shall be determined;

     (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02);

     (g) the price or prices at which, the period or periods within which and
the terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Issuer, pursuant to any sinking fund or
otherwise;

     (h) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

     (i) if other than denominations of $1,000 and any multiple thereof, the
denominations in which Securities of the series shall be issuable

     (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 4.01 or
provable in bankruptcy pursuant to Section 4.02;

     (k) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (l) if the principal of or interest on the Securities of such series are to
be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

     (m) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, or with reference to any currencies, securities or baskets of
securities, commodities or indices, the manner in which such amounts shall be
determined;

     (n) if the Holders of the Securities of the series may convert or exchange
the Securities of the series into or for securities of the Issuer or of other
entities or

                                       8


other property (or the cash value thereof), the specific terms of and period
during which such conversion or exchange may be made;

     (o) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Bearer Securities, or any combination of the foregoing,
any restrictions applicable to the offer, sale, transfer, exchange or delivery
of Bearer Securities or Registered Securities or the payment of interest thereon
and, if other than as provided herein, the terms upon which Bearer Securities of
any series may be exchanged for Registered Securities of such series and vice
versa;

     (p) whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a Person who is not a U.S.
Person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

     (q) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     (r) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such
series;

     (s) any applicable United States federal income tax consequences and
Netherlands income tax consequences, including, but not limited to: whether and
under what circumstances the Issuer will pay additional amounts on Securities
for any tax, assessment or governmental charge withheld or deducted and, if so,
whether it will have the option to redeem those Securities rather than pay the
additional amounts; tax considerations applicable to any discounted Securities
or to Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes; and tax considerations
applicable to any Securities denominated and payable in foreign currencies;

     (t) whether certain payments on the Securities will be guaranteed under a
financial insurance guaranty policy and the terms of that guaranty;

     (u) any applicable selling restrictions;

     (v) any other events of default, modifications or elimination of any
acceleration rights, or covenants with respect to the Securities of such series
and any terms required by or advisable under applicable laws or regulations,
including

                                       9


laws and regulations relating attributes required for the Securities to be
afforded certain capital treatment for bank regulatory or other purposes; and

     (w) any other terms of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution or in any such indenture
supplemental hereto.

     Section 2.04. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by any two
officers of the Issuer authorized by the Board to execute any such order,
without any further action by the Issuer. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities the Trustee shall be entitled to receive, and (subject to
Section 5.01) shall be fully protected in relying upon:

     (a) a certified copy of any resolution or resolutions of the Board
authorizing the action taken pursuant to the resolution or resolutions delivered
under clause 2.04(b) below;

     (b) a copy of any resolution or resolutions of the Board relating to such
series, in each case certified by the Secretary or an Assistant Secretary of the
Issuer;

     (c) an executed supplemental indenture, if any;

     (d) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Section 2.01 and 2.03, respectively and
prepared in accordance with Section 10.05;

     (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to
the effect that

          (i) that the form or forms and terms of such Securities have been
     established by or pursuant to a resolution of the Board or by a
     supplemental indenture as permitted by Section 2.01 and 2.03 in conformity
     with the provisions of this Indenture;

          (ii) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Issuer in the manner and subject to any

                                       10


     conditions specified in such Opinion of Counsel, will constitute valid and
     binding obligations of the Issuer;

          (iii) that all laws and requirements in respect of the execution and
     delivery by the Issuer of the Securities have been complied with; and

          (iv) covering such other matters as the Trustee may reasonably
     request.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

     Section 2.05.  Execution of Securities. The Securities shall be signed on
behalf of the Issuer by any two officers of the Issuer authorized by the Board
to execute such Securities, which Securities may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any
such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

     Section 2.06. Certificate of Authorization. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

                                       11


     Section 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities shall be issuable as registered securities without coupons and in
denominations as shall be specified as contemplated by Section 2.03. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any multiple thereof. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each case,
which shall be specified as contemplated by Section 2.03.

     The person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.

     Section 2.08. Regulation, Transfer and Exchange. The Issuer will keep or
cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.02 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Security of any
series at any such office or agency to be maintained for the purpose as provided
in

                                       12


Section 3.02, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series in authorized denominations for a like aggregate
principal amount.

     Any Security or Securities of any series may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal
aggregate principal amount. Securities of any series to be exchanged shall be
surrendered at any office or agency to be maintained by the Issuer for the
purpose as provided in Section 3.02, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

     All Securities presented for registration of transfer, exchange, redemption
or payment shall (if so required by the Issuer or the Trustee) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the holder or his
attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where notice has been given that such Security is to be
redeemed in part, the portion thereof not so to be redeemed.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer and the Guarantor, respectively, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such transfer or exchange.

     Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security, or in lieu of and substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substitute Security shall
furnish to the Issuer, the Guarantor and to the Trustee and any agent of the
Issuer, the Guarantor

                                       13


or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof in the case of
mutilation or defacement shall surrender the Security to the Trustee or such
agent.

     Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer, the Guarantor and the Trustee and any agent of the
Issuer, the Guarantor or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer, the Guarantor and
the Trustee and any agent of the Issuer, the Guarantor or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions
of this section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer
and the Guarantor, whether or not the destroyed, lost or stolen Security shall
be at any time enforceable by anyone and shall be entitled to all the benefits
of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

     Section 2.10.  Cancellation of Securities. All Securities surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if surrendered to the
Issuer or any agent of the Issuer or the Trustee, shall be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall destroy
canceled Securities held by it and deliver a certificate of destruction to the
Issuer. If the Issuer, the Guarantor

                                       14


or an agent of either of them shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee. Temporary Securities may contain such reference to
any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge
at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.02, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series a like aggregate principal
amount of definitive Securities of the same series of authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series
unless otherwise established pursuant to Section 2.03.

                                   Article 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

     Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities. Subject to any
other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order of
the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last addresses as they appear on the registry
books of the Issuer.

                                       15


     Section 3.02. Offices for Payments, etc. So long as any of the Securities
remain outstanding, the Issuer and the Guarantor will maintain in the Borough of
Manhattan, The City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer and
the Guarantor will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof. Unless otherwise
specified in accordance with Section 2.03, the Issuer hereby initially
designates the Corporate Trust Office of the Trustee, as the office to be
maintained by it for each such purpose. In case the Issuer or the Guarantor
shall fail to so designate or maintain any such office or agency or shall fail
to give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.

     The Issuer and the Guarantor may from time to time designate one or more
additional offices or agencies where the Securities of a series may be presented
for payment, where the Securities of that series may be presented for exchange
as provided in this Indenture and pursuant to Section 2.03 and where the
Securities of that series may be presented for registration of transfer as
provided in this Indenture, and the Issuer and the Guarantor may from time to
time rescind any such designation, as the Issuer and the Guarantor may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in this Section. The Issuer and the Guarantor will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

     Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer or the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 5.09, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.

     Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section,

     (a) that it will hold all sums received by it as such agent for the payment
of the principal of or interest on the Securities of such series (whether such
sums have been paid to it by the Issuer, the Guarantor or by any other obligor
on the Securities of such series) in trust for the benefit of the holders of the
Securities of such series or of the Trustee,

                                       16


     (b) that it will give the Trustee notice of any failure by the Issuer (or
by the Guarantor or any other obligor on the Securities of such series) to make
any payment of the principal of or interest on the Securities of such series
when the same shall be due and payable, and

     (c) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause 3.04(b) above.

     The Issuer or the Guarantor will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such paying agent is the Trustee) the Issuer or the Guarantor will
promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own paying agent, or if the Guarantor shall
act as paying agent, with respect to the Securities of any Series, it will, on
or before each due date of the principal of or interest on the Securities of
such series, set aside, segregate and hold in trust for the benefit of the
holders of the Securities of such series a sum sufficient to pay such principal
or interest so becoming due. The Issuer will promptly notify the Trustee of any
failure to take such action.

     Anything in this section to the contrary notwithstanding, the Issuer or the
Guarantor may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer, the Guarantor or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee upon
the trusts herein contained.

     Anything in this section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this section is subject to the provisions of
Section 9.03 and 9.04.

     Section 3.05. Certificates of the Issuer and the Guarantor. Each of the
Issuer and the Guarantor will furnish to the Trustee on or before [____] in each
year (beginning with [____]) a brief certificate (which need not comply with
Section 10.05) from the principal executive, financial or accounting officer of
the Issuer or the Guarantor, as the case may be, as to his or her knowledge of
the Issuer's or the Guarantor's compliance with all conditions and covenants
under the Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture).

                                       17


     Section 3.06. Securityholders Lists. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, each of the
Issuer and the Guarantor covenants and agrees that it will furnish or cause to
be furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date
and on dates to be determined pursuant to Section 2.03 for non-interest bearing
securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.

     Section 3.07. Reports by the Issuer and the Guarantor. Each of the Issuer
and the Guarantor covenants to file with the Trustee, within 15 days after the
Issuer or the Guarantor, as the case may be, is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports that the Issuer or the Guarantor may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.

     Section 3.08. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before July 15 in each year following the date hereof, so long as any Securities
are outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 nor less than 45 days prior thereto.

                                   Article 4
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 4.01. Event of Default; Acceleration of Maturity, Waiver of
Default. Unless otherwise established in accordance with Section 2.03 or by any
applicable supplemental indenture, "Event of Default" with respect to Securities
of any series wherever used herein, means each one of the following events which
shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (a) default for more than 30 days in the payment of interest, premium or
principal in respect of the Securities; or

     (b) the failure to perform or observe any other obligations under the
Securities which failure continues for the period of 60 days next following
service

                                       18


on the Issuer and the Guarantor of notice requiring the same to be remedied; or

     (c) the entry by a court having competent jurisdiction of:

          (i) a decree or order for relief in respect of the Issuer or the
     Guarantor in an involuntary proceeding under any applicable bankruptcy,
     insolvency, reorganization law (including Chapter X of the Act of the
     Supervision of the Credit System (Wet toezicht kredietwezen 1992) of the
     Netherlands) (other than a reorganization under a foreign law that does not
     relate to insolvency) or other similar law and such decree or order shall
     remain unstayed and in effect for a period of 60 consecutive days; or

          (ii) a decree or order adjudging the Issuer or the Guarantor to be
     insolvent, or approving a petition seeking reorganization (other than a
     reorganization under a foreign law that does not relate to insolvency),
     arrangement, adjustment or composition of the Issuer or the Guarantor and
     such decree or order shall remain unstayed and in effect for a period of 60
     consecutive days; or

          (iii) a final and non-appealable order appointing a custodian,
     receiver, liquidator, assignee, trustee or other similar official of the
     Issuer or the Guarantor of any substantial part of the property of the
     Issuer or the Guarantor or ordering the winding up or liquidation of the
     affairs of the Issuer or the Guarantor; or

     (d) the commencement by the Issuer or the Guarantor of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other
than a reorganization under a foreign law that does not relate to insolvency) or
other similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Issuer or the Guarantor to the entry of a decree
or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the
Issuer or the Guarantor of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Issuer or relief
under any applicable law, or the consent by the Issuer or the Guarantor to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or similar official of the
Issuer or the Guarantor or any substantial part of the property of the Issuer or
the Guarantor or the making by the Issuer or the Guarantor of an assignment for
the benefit of creditors, or the

                                       19


taking of corporate action, including the passing of an effective resolution, by
the Issuer or the Guarantor in furtherance of any such action; or

     (e) any other Event of Default provided in the supplemental indenture or
resolution of the Board under which such series of Securities is issued or in
the form of Security for such series.

     Unless otherwise set forth in any applicable supplemental indenture, if an
Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if the
Event of Default under clauses 4.01(b) or 4.01(e) is with respect to less than
all series of Securities then Outstanding) occurs and is continuing, then, and
in each and every such case, except for any series the principal of which shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such affected series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all Securities of such affected
series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses 4.01(b) or 4.01(e) (if
the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to all
series of Securities at the time Outstanding) occurs and is continuing, then and
in each and every such case, unless the principal of all the Securities shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of all the then Outstanding
Securities hereunder (treated as one class) for which any applicable
supplemental indenture does not prevent acceleration under the relevant
circumstances, by notice in writing to the Issuer and the Guarantor (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses 4.01(c) or 4.01(d), then
the principal and accrued and unpaid interest, and premium of any, with respect
to any Securities then Outstanding shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have

                                       20


been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Issuer or the Guarantor shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and such
amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of negligence
or bad faith, and if any and all Events of Default under the Indenture, other
than the non-payment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the
Securities, as the case may be), then Outstanding (in each case treated as one
class), by written notice to the Issuer, the Guarantor and to the Trustee, may
waive all defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. Each of the Issuer and the Guarantor covenants that (a) in case default
shall be made in the payment of any installment of interest on any of the
Securities of any series when such interest shall have become due and payable,
and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any
of the Securities of any series when the same shall have become due and payable,
whether upon

                                       21


maturity of the Securities of such series or upon any redemption or by
declaration or otherwise--then upon demand of the Trustee, the Issuer or the
Guarantor, as the case may be, will pay to the Trustee for the benefit of the
Holders of the Securities of such series the whole amount that then shall have
become due and payable on all Securities of series for principal or interest, as
the case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad faith.

     Until such demand is made by the Trustee, the Issuer or the Guarantor, as
the case may be, may pay the principal of and interest on the Securities of any
series to the registered holders, whether or not the principal of and interest
on the Securities of such series be overdue.

     In case the Issuer or the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
the Guarantor or other obligor upon such Securities and collect in the manner
provided by law out of the property of the Issuer or the Guarantor or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

     In case there shall be pending proceedings relative to the Issuer or the
Guarantor or any other obligor upon the Securities under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or the Guarantor or such other
obligor or the property of any of them, or in case of any other comparable
judicial proceedings relative to the Issuer or the Guarantor or other obligor
upon the Securities of any series, or to the creditors or property of the Issuer
or the Guarantor or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

                                       22


          (a) to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the
     Securities of any series, and to file such other papers or documents as may
     be necessary or advisable in order to have the claims of the Trustee
     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders allowed in
     any judicial proceedings relative to the Issuer or the Guarantor or other
     obligor upon the Securities of any series, or to the creditors or property
     of the Issuer or the Guarantor or such other obligor,

          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof on any trial or other
proceedings relative

                                       23


thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation
of the Trustee, each predecessor Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the holders of the Securities in
respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

     Section 4.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
         series in respect of which monies have been collected, including
         reasonable compensation to the Trustee and each predecessor Trustee and
         their respective agents and attorneys and of all expenses and
         liabilities incurred, and all advances made, by the Trustee and each
         predecessor Trustee except as a result of negligence or bad faith;

                  SECOND: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default in the order of the maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest or
         Yield to Maturity (in the case of Original Issue Discount Securities)
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for principal
         and interest, with interest upon the overdue principal, and (to the
         extent that such interest has been collected by the Trustee) upon
         overdue installments of interest at

                                       24


         the same rate as the rate of interest or Yield to Maturity (in the
         case of Original Issue Discount Securities) specified in the
         Securities of such series; and in case such moneys shall be
         insufficient to pay in full the whole amount so due and unpaid upon
         the Securities of such series, then to the payment of such principal
         and interest or Yield to Maturity, without preference or priority of
         principal over interest or Yield to Maturity, or of interest or Yield
         to Maturity over principal, or of any installment of interest over any
         other installment of interest, or of any Security of such series over
         any other Security of such series, ratably to the aggregate of such
         principal and accrued and unpaid interest or Yield to Maturity; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

     Section 4.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     Section 4.05. Restoration of Rights on Abandonment of Proceeding. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer, the Guarantor and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Issuer, the Guarantor and the Trustee and the Securityholders shall
continue as though no such proceedings had been taken.

     Section 4.06. Limitations on Suits by Securityholder. No holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses

                                       25


and liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 4.09; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Security with every other taker and Holder and
the Trustee, that no one or more Holders of Securities of any series shall have
any right in any manner whatever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Section 4.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

     Section 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 4.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

     Section 4.09. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with all
such series voting as a single class) at the time Outstanding shall have the
right to direct

                                       26


the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee,
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 5.01) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     Section 4.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 4.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section
4.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Guarantor, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     Section 4.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
notice by mail of all defaults known to the Trustee which have occurred with
respect to such series, such notice to be transmitted within 90 days after the
occurrence thereof,

                                       27


unless such defaults shall have been cured before the giving of such notice (the
term "default" or "defaults" for the purposes of this section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default); provided that, except in the case of
default in the payment of the principal of or interest on any of the Securities
of such series, or in the payment of any sinking or purchase fund installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

     Section 4.12. Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the
suit relates to all the Securities then Outstanding), 4.01(c) or 4.01(d), 10% in
aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                   Article 5
                             CONCERNING THE TRUSTEE

     Section 5.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this

                                       28


Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived) the Trustee shall
exercise with respect to such series of Securities such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

     (a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any Series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth in this Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders pursuant to Section 4.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if

                                       29


there shall be reasonable ground for believing that the repayment of such funds
or adequate indemnity against such liability is not reasonably assured to it.

     The provisions of this Section 5.01 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of 1939.

     Section 5.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 5.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate, Guarantor's Officers'
Certificate or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     (b) any request, direction, order or demand of the Issuer or the Guarantor
mentioned herein shall be sufficiently evidenced by an Officers' Certificate or
a Guarantor's Officers' Certificate, as the case may be (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the
Board or of the Guarantor's Board of Directors may be evidenced to the Trustee
by a copy thereof certified by the secretary or an assistant secretary of the
Issuer or the Guarantor, as the case may be;

     (c) the Trustee may consult with counsel and any written advice or Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document

                                       30


unless requested in writing so to do by the holders of not less than a majority
in aggregate principal amount of the Securities of all series affected then
outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Issuer or the Guarantor or, if paid by the
Trustee or any predecessor trustee, shall be repaid by the Issuer or the
Guarantor upon demand; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

     Section 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

     Section 5.04. Trustee and Agents May Hold Securities; Collections, etc. The
Trustee or any agent of the Issuer, the Guarantor or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not the Trustee or such agent and
may otherwise deal with the Issuer or the Guarantor and receive, collect, hold
and retain collections from the Issuer or the Guarantor with the same rights it
would have if it were not the Trustee or such agent.

     Section 5.05. Moneys Held by Trustee. Subject to the provisions of Section
9.04 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

     Section 5.06. Compensation and Indemnification of Trustee and its Prior
Claim. Each of the Issuer and the Guarantor covenants and agrees to pay (without
duplication) to the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any provision

                                       31


of law in regard to the compensation of a trustee of an express trust) and each
of the Issuer and the Guarantor covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except to the extent
any such expense, disbursement or advance may arise from its negligence or bad
faith. The Issuer and the Guarantor each also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of
its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises, except to the
extent such loss liability or expense is due to the negligence or bad faith of
the Trustee, its agents or employees or such predecessor Trustee. The
obligations of the Issuer and the Guarantor under this section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities, and the Securities are hereby subordinated
to such senior claim.

     Section 5.07. Right of Trustee to Reply on Officers' Certificate, etc.
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     Section 5.08. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
the District of Columbia having a combined capital and surplus of at least
$50,000,000, and which is eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of a
Federal, State or District of Columbia supervising or examining authority, then
for the purposes of this Section,

                                       32


the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

     Section 5.09. Resignation and Removal; Appointment of Successor Trustee.

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuer and by mailing notice thereof by
first class mail to Holders of the applicable series of Securities at their
last addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Issuer or the Guarantor shall promptly appoint
a successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of its board of
directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 4.12,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer, the Guarantor or
     by any Securityholder who has been a bona fide Holder of a Security or
     Securities of such series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall
     fail to resign after written request therefor by the Issuer, the Guarantor
     or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     series of Securities, or shall be adjudged a bankrupt or insolvent, or a
     receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

                                       33


then, in any such case, the Issuer or the Guarantor may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the
Board or of the Guarantor's Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee with respect to such
series. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.01 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 5.09 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 5.10.

     Section 5.10. Acceptance of Appointment By Successor Trustee. Any successor
trustee appointed as provided in Section 5.09 shall execute and deliver to the
Issuer, the Guarantor and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer, the Guarantor or of the successor trustee, upon
payment of its charges then unpaid, the trustee ceasing to act shall, subject to
Section 9.04, pay over to the successor trustee all moneys at the time held by
it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer or the Guarantor shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a prior claim upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 5.06.

                                       34


     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the Guarantor, the predecessor Trustee
and each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee with
respect to the Securities of any series as to which the predecessor Trustee is
not retiring shall continue to be vested in the predecessor Trustee, and shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts under
separate indentures.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 5.10, the Issuer or the Guarantor shall mail notice thereof by
first-class mail to the Holders of Securities of any series for which such
successor trustee is acting as trustee at their last addresses as they shall
appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
5.09. If the Issuer or the Guarantor fails to mail such notice within ten days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer or the
Guarantor.

     Section 5.11. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 5.08, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the

                                       35


certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

                                   Article 6
                         CONCERNING THE SECURITYHOLDERS

     Section 6.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     Section 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of
Securities shall be proved by the Security register or by a certificate of the
registrar thereof. The Issuer may set a record date for purposes of determining
the identity of holders of Securities of any series entitled to vote or consent
to any action referred to in Section 6.01, which record date may be set at any
time or from time to time by notice to the Trustee, for any date or dates (in
the case of any adjournment or reconsideration) not more than 60 days nor less
than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

     Section 6.03. Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and none of the Issuer, the Guarantor or the Trustee or any
agent of the Issuer, the Guarantor or the Trustee shall be affected by any
notice to the

                                       36


contrary. All such payments so made to any such person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security.

     Section 6.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer, the Guarantor or any other obligor on the Securities with respect to
which such determination is being made or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, the Guarantor or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer, the Guarantor or any other
obligor upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, the
Guarantor or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the
Trustee, the Issuer shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described persons;
and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept
such Officers' Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

     Section 6.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon

                                       37


any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Guarantor, the Trustee and the Holders
of all the Securities affected by such action.

                                   Article 7
                             SUPPLEMENTAL INDENTURES

     Section 7.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board (which resolutions may
provide general authorization for such action and may provide that the specific
terms of such action may be determined by officers of the Issuer authorized
thereby) and the Guarantor, when authorized by a resolution of the Guarantor's
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

     (b) to evidence the succession of another legal entity to the Issuer or the
Guarantor, as the case may be, or successive successions, and the assumption by
the successor legal entity of the covenants, agreements and obligations of the
Issuer or the Guarantor, as the case may be, pursuant to Article 8;

     (c) to add to the covenants of the Issuer or the Guarantor, as the case may
be, such further covenants, restrictions, conditions or provisions as the Issuer
or the Guarantor, as the case may be, and the Trustee shall consider to be for
the protection of the Holders of Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or

                                       38


inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Issuer
or the Guarantor may deem necessary or desirable and which shall not adversely
affect the interests of the Holders of the Securities in any material respect;

     (e) to establish the form or terms of Securities of any series as permitted
by Sections 2.01 and 2.03;

     (f) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 5.10; and

     (g) to evidence the assumption by the Guarantor of all of the rights and
obligations of the Issuer hereunder with respect to a series of Securities and
under the Securities of such series and the release of the Issuer from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series, all as provided in Section 12.07 hereof.

     The Trustee is hereby authorized to join with the Issuer and the Guarantor
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this section may
be executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 7.02.

     Section 7.02. Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article 6) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board, and the
Guarantor, when authorized by a resolution of the Guarantor's Board of Directors
(which resolutions may provide general authorization for such action and may
provide that the specific terms of such action may be determined by officers of
the Issuer or the Guarantor, as the case may be, authorized thereby), and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture

                                       39


or of modifying in any manner the rights of the Holders of the Securities of
each such series; provided, that no such supplemental indenture shall (a)(i)
extend the final maturity of any Security, (ii) reduce the principal amount
thereof, (iii) reduce the rate or extend the time of payment of interest
thereon, (iv) reduce any amount payable on redemption thereof, (v) make the
principal thereof (including any amount in respect of original issue discount),
or interest thereon payable in any coin or currency other than that provided in
the Securities or in accordance with the terms thereof, (vi) modify or amend
any provisions for converting any currency into any other currency as provided
in the Securities or in accordance with the terms thereof, (vii) reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity thereof pursuant to
Section 4.01 or the amount thereof provable in bankruptcy pursuant to Section
4.02, (viii) modify or amend any provisions relating to the conversion or
exchange of the Securities for securities of the Issuer or the Guarantor or of
other entities or other property (or the cash value thereof), including the
determination of the amount of securities or other property (or cash) into
which the Securities shall be converted or exchanged, other than as provided in
the antidilution provisions or other similar adjustment provisions of the
Securities or otherwise in accordance with the terms thereof, (ix) alter the
provisions of Section 10.11 or Section 10.13 or impair or affect the right of
any Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder, in each case without the consent of the Holder of each Security
so affected, or (b) reduce the aforesaid percentage of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of holders of Securities of such series, with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture of the
holders of Securities of any other series.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer authorized thereby) certified by the secretary or an
assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section 6.01, the Trustee shall join with the Issuer and the Guarantor in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee

                                       40


may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof by (a) first class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall
appear on the registry books of the Issuer or (b) by any other means set forth
in such supplemental indenture, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

     Section 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 7.04. Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, may receive an Officers' Certificate, a
Guarantor's Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article 7
complies with the applicable provisions of this Indenture.

     Section 7.05. Notation On Securities In Respect Of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board, to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

                                       41


                                   Article 8
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 8.01. Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other Person or sell or
convey all or substantially all of its assets to any Person, unless (i) either
the Issuer shall be the continuing legal entity, or the successor legal entity
or the Person which acquires by sale or conveyance substantially all the assets
of the Issuer (if other than the Issuer) shall expressly assume the due and
punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such legal entity, and (ii) the Issuer
or such successor legal entity, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition.

     Section 8.02. Successor Substituted for the Issuer. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor legal entity may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
legal entity instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor legal entity thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor legal entity which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

                                       42


     Section 8.03. Guarantor May Consolidate, Etc., on Certain Terms. The
Guarantor covenants that it will not merge or consolidate with any other Person
or sell or convey all or substantially all of its assets to any Person, unless
(i) either the Guarantor shall be the continuing legal entity, or the successor
legal entity or the Person which acquires by sale or conveyance substantially
all the assets of the Guarantor (if other than the Guarantor) shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Guarantor, by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such legal entity, and
(ii) the Guarantor or such successor legal entity, as the case may be, shall
not, immediately after such merger or consolidation, or such sale or conveyance,
be in default in the performance of any such covenant or condition.

     Section 8.04. Successor Substituted For The Guarantor. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Guarantor, with the same effect as if it had been named
herein. In case of any such consolidation, merger, sale, lease or conveyance
such changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Guarantor or any successor legal entity which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

     Section 8.05. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   Article 9
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 9.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder (other than
Securities of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable,

                                       43


or (ii) the Issuer shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.09) or (iii) (A) all the
securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited
or caused to be deposited with the Trustee as trust funds the entire amount in
cash (other than moneys repaid by the Trustee or any paying agent to the Issuer
in accordance with Section 9.04) in the case of any series of Securities the
payments on which may only be made in United States dollars, direct obligations
of the United States of America, backed by its full faith and credit ("U.S.
Government Obligations"), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a combination
thereof, sufficient to pay at maturity or upon redemption all Securities of such
series (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) not theretofore delivered to the Trustee for cancellation,
including principal and interest due or to become due on or prior to such date
of maturity as the case may be, and if, in any such case, the Issuer or the
Guarantor shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange of securities of such
series, and the Issuer's right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and interest thereon upon the
original stated due date therefor (but no upon acceleration), and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv)
the rights, obligations and immunities of the Trustee hereunder and (v) the
rights of the Securityholders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by
an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion
of Counsel and at the cost and expense of the Issuer and the Guarantor, shall
execute proper instruments acknowledging such satisfaction of and discharging
this Indenture with respect to such series; provided, that the rights of Holders
of the Securities to receive amounts in respect of principal of and interest on
the Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer and the Guarantor agree to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

                                       44


     (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause 9.01(b)(i)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in clause 9.01(b)(i) below, and the provisions
of this Indenture with respect to the Securities of such series thereto shall no
longer be in effect (except as to (1) rights of registration of transfer and
exchange of Securities of such series and the Issuer's right of optional
redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (3) rights of Holders of Securities to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (4) the rights, obligations,
duties and immunities of the Trustee hereunder, (5) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (6) the
obligations of the Issuer under Section 3.02) and the Trustee, at the expense of
the Issuer and the Guarantor, shall at the Issuer's or the Guarantor's request,
execute proper instruments acknowledging the same, if

          (i) with reference to this provision the Issuer or the Guarantor has
     irrevocably deposited or caused to be irrevocably deposited with the
     Trustee as trust funds in trust, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations, maturing as to principal and interest at such times
     and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay (1) the principal and interest on
     all Securities of such series on each date that such principal or interest
     is due and payable and (2) any mandatory sinking fund payments on the dates
     on which such payments are due and payable in accordance with the terms of
     the Indenture and the Securities of such series;

          (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, any agreement or instrument to which the Issuer
     is a party or by which it is bound;

                                       45


          (iii) the Issuer or the Guarantor has delivered to the Trustee an
     Opinion of Counsel based on the fact that (x) the Issuer has received from,
     or there has been published by, the Internal Revenue Service a ruling or
     (y) since the date hereof, there has been a change in the applicable
     Federal income tax law, in either case to the effect that, and such opinion
     shall confirm that, the Holders of the Securities of such series will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such deposit, defeasance and discharge and will be subject to Federal
     income tax on the same amount and in the same manner and at the same times,
     as would have been the case if such deposit, defeasance and discharge had
     not occurred; and

          (iv) the Issuer or the Guarantor has delivered to the Trustee an
     Officers' Certificate or Guarantor's Officers' Certificate and an Opinion
     of Counsel, each stating that all conditions precedent provided for
     relating to the defeasance contemplated by this provision have been
     complied with.

     (c) Each of the Issuer and the Guarantor shall be released from its
obligations under Section 8.01 with respect to the Securities of any Series,
Outstanding, and under the Guarantee in respect thereof, on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of any Series, and under the Guarantee in
respect thereof, the Issuer and the Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
such Sections, whether directly or indirectly by reason of any reference
elsewhere herein to such Sections or by reason of any reference in such Sections
to any other provision herein or in any other document and such omission to
comply shall not constitute an Event of Default under Section 4.01, but the
remainder of this Indenture and such Securities and the Guarantee shall be
unaffected thereby. The following shall be the conditions to application of this
subsection (c) of this Section 9.01:

          (i) The Issuer or the Guarantor has irrevocably deposited or caused to
     be deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the holders of the Securities of such
     series, (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations maturing as to principal and interest at such times
     and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay (1) the principal and interest on
     all

                                       46


     Securities of such series and (2) any mandatory sinking fund payments on
     the day on which such payments are due and payable in accordance with the
     terms of the Indenture and the Securities of such series.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities
     shall have occurred and be continuing on the date of such deposit or,
     insofar as subsections 4.01(c) and 4.01(d) are concerned, at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period).

          (iii) Such covenant defeasance shall not cause the Trustee to have a
     conflicting interest for purposes of the Trust Indenture Act of 1939 with
     respect to any securities of the Issuer.

          (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Issuer or the Guarantor is a party or
     by which either of them is bound.

          (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted.

          (vi) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and Opinion of Counsel to the effect that the Holders of the
     Securities of such series will not recognize income, gain or loss for
     Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (vii) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

     Section 9.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 9.04 and any subordination provisions applicable
to the Securities, all moneys deposited with the Trustee pursuant to Section
9.01 shall

                                       47


be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Issuer acting as its own paying agent or the
Guarantor acting as paying agent), to the Holders of the particular Securities
of such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money need not be segregated from other funds
except to the extent required by law.

     Section 9.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

     Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable, shall, upon
the written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and
the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer and the Guarantor for any payment which
such Holder may be entitled to collect, and all liability of the Trustee or any
paying agent with respect to such moneys shall thereupon cease.

                                   Article 10
                            MISCELLANEOUS PROVISIONS

     Section 10.01. Incorporators, Stockholders, Members, Officers and Directors
of Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder
(except in a stockholder's capacity as Guarantor), member, officer or director,
as such, of the Issuer or the Guarantor or of any successor, either directly or
through the Issuer or the Guarantor, as the case may be, or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the holders thereof and as part of the consideration for the issue
of the Securities.

                                       48


     Section 10.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors, the holders of Senior Debt
and the Holders of the Securities, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors, the holders of Senior Debt and of the Holders of the
Securities.

     Section 10.03. Successors and Assigns of Issuer and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Guarantor
shall bind its successors and assigns, whether so expressed or not.

     Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
to or on the Issuer or the Guarantor may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address is filed with the Trustee) as follows:

         ABN AMRO Bank N.V. / ABN AMRO Holding N.V.
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands
         Attention: Group Asset and Liability Management
         Fax: +31 20 383 48 30

     Any notice, direction, request or demand by the Issuer, the Guarantor or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made to its Corporate
Trust Office at [____].

     Where this Indenture provides for notice to Holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at his
last address as it appears in the Security register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such

                                       49


notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer or the Guarantor
and Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     Section 10.05. Officers' Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, shall furnish to the
Trustee an Officers' Certificate or a Guarantor's Officers' Certificate stating
that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Issuer or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer or the Guarantor, as the

                                       50


case may be, unless such counsel knows that the certificate, statement or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of an officer of the Issuer, of the
Guarantor or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of accountants in the employ of the Issuer, unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     Section 10.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

     Section 10.07. Conflict of any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

     Section 10.08. New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

     Section 10.09. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     Section 10.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                       51


     Section 10.11. Securities in a Non-U.S. Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.03 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
coin or currency other than Dollars, then the principal amount of Securities of
such series which shall be deemed to be Outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate. For purposes of this Section 10.11, Market
Exchange Rate shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New York.
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
The City of New York or in the country of issue of the currency in question, or
such other quotations as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 10.12. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that any legal suit, action or proceeding arising out of or
based upon this Indenture may be instituted in any State or Federal court in the
Borough of Manhattan, City and State of New York, and, to the fullest extent
permitted by law, waives any objection which it may now or hereafter have to the
laying of venue of any such proceeding, and irrevocably submits to the
jurisdiction of such court in any suit, action or proceeding. Each of the Issuer
and the Guarantor has appointed [Willie J. Miller, Jr., Esq., Chief Legal
Officer and Executive Vice President], ABN AMRO North America Holding Company,
as its authorized agent (the "Authorized Agent") upon which process may be
instituted in any State or Federal court in the Borough of Manhattan, City and
State of New York and each of the Issuer and the Guarantor expressly accepts the
jurisdiction of any such court in respect of such action. Such appointment shall
be irrevocable unless and until a successor authorized agent, located or with an
office in the Borough of Manhattan, City and State of New York, shall have been
appointed by the Issuer or the Guarantor, as the case may be, and such
appointment shall have been accepted

                                       52


by such successor authorized agent. Each of the Issuer and the Guarantor
represents and warrants that the Authorized Agent has agreed to act as said
agent for service of process, and each of the Issuer and the Guarantor agrees to
take any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Issuer or the Guarantor, as the case may
be, shall be deemed, in every respect, effective service of process upon the
Issuer or the Guarantor, as the case may be.

     Section 10.13. Judgment Currency. Each of the Issuer and the Guarantor
agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or interest on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the day on which final unappealable judgment is
entered, unless such day is not a New York Banking Day, then, to the extent
permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close

                                   Article 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 11.01. Applicability Of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their

                                       53


maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.03 for Securities of
such series.

     Section 11.02. Notice Of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the place or places of payment,
that payment will be made upon presentation and surrender of such Securities,
that such redemption is pursuant to the mandatory or optional sinking fund, or
both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer or the Guarantor will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting as
its own paying agent or the Guarantor is acting as paying agent, set aside,
segregate and hold in trust as provided in Section 3.04) an amount of money or
other property sufficient to redeem on the redemption date all the Securities of
such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed.

                                       54


     If less than all the Securities of a series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer and the Guarantor in writing of the Securities of such series selected
for redemption and, in the case of any Securities of such series selected for
partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

     Section 11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer and the Guarantor shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue and, except as provided in Sections 5.05 and 9.04, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semiannual payment of interest becoming due on the date fixed
for redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of Sections
2.03 and 2.04 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Issuer, a new Security or Securities of
such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

                                       55


     Section 11.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either  the Issuer or
 an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer.

     Section 11.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.07, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.05) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be

                                       56


delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its receipt by
the Trustee the Issuer shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such sixtieth day, to deliver such written statement and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Issuer will make no optional sinking fund payment with respect to such series as
provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Issuer shall so request) with respect to the Securities
of any particular series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 11.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
of any series which are (a) owned by the Issuer or an entity known by the
Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Security
register, and not known to the Trustee to have been pledged or hypothecated by
the Issuer or any such entity or (b) identified in an Officers' Certificate at
least 60 days prior to the sinking fund payment date as being beneficially owned
by, and not pledged or hypothecated by, the Issuer or an entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer shall be excluded from Securities of such series
eligible for selection for redemption. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 11.02 (and with the effect
provided in Section 11.03) for the redemption of Securities of such series in
part at the option of the Issuer. The amount of any sinking fund payments not so
applied or allocated to

                                       57


the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at
maturity.

     On or before each sinking fund payment date, the Issuer or the Guarantor
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer or the
Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such default or Event
of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 4 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 4.09 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.

                                   Article 12
                             GUARANTEE AND INDEMNITY

     Section 12.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or

                                       58


sinking fund payment, the Guarantor hereby agrees to cause any such payment to
be made punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration, redemption, repayment or otherwise, and as if such
payment were made by the Issuer.

     Section 12.02. Net Payments. All payments of principal of and premium, if
any, interest and any other amounts on, or in respect of, the Securities of any
series shall be made by the Guarantor without withholding or deduction at source
for, or on account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of The
Netherlands (the "taxing jurisdiction") or any political subdivision or taxing
authority thereof or therein, unless such taxes, fees, duties, assessments or
governmental charges are required to be withheld or deducted by (i) the laws (or
any regulations or ruling promulgated thereunder) of a taxing jurisdiction or
any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If a
withholding or deduction at source is required, the Guarantor shall, subject to
certain limitations and exceptions set forth below, pay to the Holder of any
such Security such additional amounts as may be necessary so that every net
payment of principal, premium, if any, interest or any other amount made to such
Holder, after such withholding or deduction, shall not be less than the amount
provided for in such Security and this Indenture to be then due and payable;
provided, however, that the Guarantor shall not be required to make payment of
such additional amounts for or on account of:

     (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the relevant
taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became
due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such additional amounts if it had
presented such Security for payment on any day within such period of thirty
(30) days;

     (b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

                                       59


     (c) any tax assessment or other governmental charge imposed on a payment
that is required to be made pursuant to any European Union Directive on the
taxation of savings implementing the conclusions of the ECOFIN council meetings
of November 26 - 27, 2000 and June 3, 2003 or any law implementing or complying
with, or introduced in order to confirm such directive;

     (d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Security to comply with any reasonable request by the Guarantor addressed to the
Holder within 90 days of such request (A) to provide information concerning the
nationality, residence or identity of the Holder or such beneficial owner or (B)
to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (A) or (B), is required or imposed
by statute, treaty, regulation or administrative practice of the relevant taxing
jurisdiction or any political subdivision thereof as a precondition to exemption
from all or part of such tax, assessment or other governmental charge; or

     (e) any combination of items (a), (b) (c) and (d);

nor shall additional amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of the
Security.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Security of any series or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if

                                       60


there has been any change with respect to the matters set forth in the
below-mentioned Guarantor's Officer's Certificate, the Guarantor shall furnish
to the Trustee and the principal paying agent, if other than the Trustee, a
Guarantor's Officer's Certificate instructing the Trustee and such paying agent
whether such payment of principal of and premium, if any, interest or any other
amounts on the Securities of such series shall be made to Holders of Securities
of such series without withholding for or on account of any tax, fee, duty,
assessment or other governmental charge described in Section 12.02. If any such
withholding shall be required, then such Guarantor's Officer's Certificate shall
specify by taxing jurisdiction the amount, if any, required to be withheld on
such payments to such Holders of Securities, and the Guarantor agrees to pay to
the Trustee or such paying agent the additional amounts required by Section
12.02. The Guarantor covenants to indemnify the Trustee and any paying agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Guarantor's Officer's Certificate furnished pursuant to Section 12.02.

     Section 12.03. Guarantee Unconditional, etc. The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, irrevocable and unconditional, irrespective of, and shall
be unaffected by, any invalidity, irregularity or unenforceability of any
Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Security or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any additional amounts and
sinking fund payments required with respect to, the Securities and the complete
performance of all other obligations contained in the Securities. The Guarantor
further agrees, to the fullest extent that it lawfully may do so, that, as
between the Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, the maturity of the obligations guaranteed hereby may be accelerated
as provided in Section 4.01 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or prohibition extant under any bankruptcy,
insolvency, reorganization or other similar law of any jurisdiction preventing
such acceleration in respect of the obligations guaranteed hereby.

     Section 12.04. Reinstatement. This Guarantee shall continue to be effective
or be reinstated, as the case may be, if at any time payment on any

                                       61


Security, in whole or in part, is rescinded or must otherwise be restored to the
Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of
the Issuer or otherwise.

     Section 12.05. Subrogation. The Guarantor shall be subrogated to all rights
of the Holder of any Security against the Issuer in respect of any amounts paid
to such Holder by the Guarantor pursuant to the provisions of this Guarantee;
provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, any premium and interest on, and any additional amounts
and sinking fund payments required with respect to, all Securities shall have
been paid in full.

     Section 12.06. Indemnity. As a separate and alternative stipulation, the
Guarantor unconditionally and irrevocably agrees that any sum expressed to be
payable by the Issuer under this Indenture or the Securities but which is for
any reason (whether or not now known or becoming known to the Issuer, the
Guarantor, the Trustee or any Holder of any Security) not recoverable from the
Guarantor on the basis of a guarantee will nevertheless be recoverable from it
as if it were the sole principal debtor and will be paid by it to the Trustee on
demand. This indemnity constitutes a separate and independent obligation from
the other obligations in this Indenture, gives rise to a separate and
independent cause of action and will apply irrespective of any indulgence
granted by the Trustee or any Holder of any Security.

     Section 12.07. Assumption by Guarantor.

     (a) The Guarantor may, without the consent of the Holders, assume all of
the rights and obligations of the Issuer hereunder with respect to a series of
Securities and under the Securities of such series if, after giving effect to
such assumption, no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing. Upon such an assumption, the Guarantor shall execute a
supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer and the Issuer shall be released from its liabilities
hereunder and under such Securities as obligor on the Securities of such Series.

     (b) The Guarantor shall assume all of the rights and obligations of the
Issuer hereunder with respect to a series of Securities and under the Securities
of such series if, upon a default by the Issuer in the due and punctual payment
of the principal, sinking fund payment, if any, premium, if any, or interest on
such Securities, the Guarantor is prevented by any court order or judicial
proceeding from fulfilling its obligations under Section 12.01 with respect to
such series of Securities. Such assumption shall result in the Securities of
such series becoming the direct obligations of the Guarantor and shall be
effected without the consent of the Holders of the Securities of any Series.
Upon such an assumption, the

                                       62


Guarantor shall execute a supplemental indenture evidencing its assumption of
all such rights and obligations of the Issuer, and the Issuer shall be released
from its liabilities hereunder and under such Securities as obligor on the
Securities of such Series.

                                   Article 13
                           SUBORDINATION OF SECURITIES

     Section 13.01. Agreement to Subordinate. The Issuer covenants and agrees,
and each Holder of a Security issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article; and each person holding any Security, whether
upon original issue or upon transfer, assignment or exchange thereof accepts and
agrees that the principal of (and premium, if any) and interest on all
Securities issued hereunder shall, to the extent and in the manner set forth
herein, subject to any modifications or additional terms set forth in any
applicable supplemental indenture, be subordinated and subject in right to the
prior payment in full of all Senior Debt.

     Section 13.02. Payments to Holders of Securities. In the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Issuer, the Issuer or to its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up of the Issuer,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, and (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Issuer, then and in any such event
the holders of Senior Debt shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Debt (including any
interest accruing thereon after the commencement of any such case or
proceeding), or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, before the Holders of the Securities are entitled to receive any payment
on account of principal of (or premium, if any) or interest on the Securities,
and to that end the holders of Senior Debt shall be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
of distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Issuer being subordinated to the payment of the
Securities, which may be payable or deliverable in respect of the Securities in
any such case, proceeding, dissolution or other winding up event.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Issuer of any kind or character,
whether in cash,

                                       63


property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Issuer being subordinated to the payment of the Securities, before all Senior
Debt is paid in full or payment thereof provided for, and if such fact shall, at
or prior to the time of such payment or distribution, have been made known to
the Trustee or, as the case may be, such Holder, than and in such event such
payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Issuer for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt.

     For purposes of this Article only, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Issuer as reorganized or
readjusted, or securities of the Issuer or any other corporation or other entity
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Debt which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities
are pursuant to the provisions in this Article. The consolidation of the Issuer
with, or the merger of the Issuer into, another legal entity or the liquidation
or dissolution of the Issuer following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another legal
entity upon the terms and conditions provided in Article 8 shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
section if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 8.

     Section 13.03. No Payment When Senior Debt Is In Default. Subject to the
last paragraph of this Section, (a) in the event and during the continuation of
any default in the payment of principal of (or premium, if any) or interest on
any Senior Debt beyond any applicable grace period with respect thereto (but not
if such default in payment shall have been cured or waived or shall have ceased
to exist), or (b) in the event that the holders of such Senior Debt (or a
trustee on behalf of the holders thereof) to have declared such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable by reason of an event of default (but not if such declaration of
acceleration shall have been rescinded or annulled), then no payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Issuer being subordinated to the payment of the Securities)
shall be made by the Issuer on account of principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
Securities, other than pursuant to their conversion, if any; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article 11

                                       64


by delivering and crediting pursuant to Section 11.05 Securities which have been
acquired (upon redemption or otherwise) prior to such default in payment.

     In the event that, notwithstanding the foregoing, the Issuer shall make any
payment to the Trustee or the Holder of any Security prohibited by the
provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Issuer.

     Section 13.04. Payment Permitted in Certain Situations. Nothing contained
in this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Issuer, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Issuer referred to in Section 13.02 or under the conditions described in Section
13.03, from making payments at any time of or on account of the principal of
(and premium, if any) or interest on the Securities or on account of the
purchase or other acquisition of the Securities, or (b) the application by the
Trustee of any money deposited with it hereunder to the payment of or on account
of the principal of (and premium, if any) or interest on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

     Section 13.05. Subrogation to Rights of Holders of Senior Debt. Subject to
the payment in full of all Senior Debt or the provision for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Debt pursuant
to the provisions of this Article (equally and ratably with the holders of
indebtedness of the Issuer which by its express terms is subordinated to the
indebtedness of the Issuer to substantially the same extent as the Securities
are subordinated to the Senior Debt and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Issuer, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Issuer to or on account of the
Senior Debt.

                                       65


     Section 13.06. Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders
of Senior Debt on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall (a) impair, as
among the Issuer, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Issuer of the Holders of the Securities and
creditors of the Issuer other than the holders of Senior Debt; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

     Section 13.07. Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     Section 13.08. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any non-compliance by the Issuer with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

     Section 13.09. Notice to Trustee. The Issuer shall give prompt written
notice to the Trustee of any fact known to the Issuer which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Issuer or a holder of Senior Debt or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 5.01, shall be entitled in all
respects to assume that no such facts exist.

         Subject to the provisions of Section 5.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a

                                       66


holder of Senior Debt (or a trustee therefor) to establish that such notice has
been given by a holder of Senior Debt (or a trustee therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     Section 13.10. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Issuer referred to in
this Article, the Trustee, subject to the provisions of Section 5.01, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other indebtedness of the Issuer,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

     Section 13.11. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders or creditors if it shall in
good faith pay over or distribute to Holders of Securities or to the Issuer or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise.

     Section 13.12. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.06.

     Section 13.13. Article Applicable to Paying Agents.

                                       67


     In case at any time any paying agent other than the Trustee shall have been
appointed by the Issuer and be then acting hereunder, the term "Trustee" as used
in this Article shall in such case (unless the context otherwise requires) be
construed as extending to and including such paying agent within its meaning as
fully for all intents and purposes as if such paying agent were named in this
Article in addition to or in place of the Trustee.



                            [SIGNATURE PAGE FOLLOWS]



                                       68



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of __________, ____.



                                                ABN AMRO BANK N.V.

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:




                                                ABN AMRO HOLDING N.V.

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:




                                                [TRUSTEE],
                                                as Trustee

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:


                                       69

EX-5.2

                                                                    EXHIBIT 5.2


                             DAVIS POLK & WARDWELL
                              450 Lexington Avenue
                            New York, New York 10017


                                                   September 11, 2003


ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
LaSalle Funding LLC
c/o ABN AMRO Holding N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands

Ladies and Gentlemen:

     We have acted as counsel to ABN AMRO Holding N.V. ("Holding") and ABN AMRO
Bank N.V. (the "Bank"), each a public limited liability company incorporated
under the laws of The Netherlands, and LaSalle Funding LLC, a limited liability
company organized under the laws of Delaware ("LaSalle Funding" and, together
with the Bank and Holding, each a "Company" and collectively the "Companies"),
in connection with the Companies' Registration Statement on Form F-3 (No.
333-104778), as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), for the registration of the sale from time to time of up
to $6,478,380,000 aggregate principal amount of (i) senior debt securities to
be issued by Holding (the "Holding Senior Debt Securities"), which may be
issued pursuant to an indenture (the "Holding Senior Indenture") to be executed
by Holding and an eligible trustee; (ii) subordinated debt securities to be
issued by Holding (the "Holding Subordinated Debt Securities" and, together
with the Holding Senior Debt Securities, the "Holding Debt Securities"), which
may be issued pursuant to an indenture (the "Holding Subordinated Indenture"
and, together with the Holding Senior Indenture, the "Holding Indentures") to
be executed by Holding and an eligible trustee; (iii) senior debt securities to
be issued by the Bank (the "Bank Senior Debt Securities") and guaranteed by
Holding, which may be issued pursuant to an indenture (the "Bank Senior
Indenture") to be executed by the Bank, Holding and an eligible trustee; (iv)
subordinated debt securities to be issued by the Bank



ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
LaSalle Funding LLC                    2                     September 11, 2003


(the "Bank Subordinated Debt Securities" and, together with the Bank Senior
Debt Securities, the "Bank Debt Securities") and guaranteed by Holding, which
may be issued pursuant to an indenture (the "Bank Subordinated Indenture" and,
together with the Bank Senior Indenture, the "Bank Indentures") to be executed
by the Bank, Holding and an eligible trustee; (v) senior debt securities to be
issued by LaSalle Funding (the "LaSalle Funding Senior Debt Securities") and
guaranteed by Holding and the Bank (the "LaSalle Guarantors"), which may be
issued pursuant to an indenture (the "LaSalle Funding Senior Indenture") to be
executed by LaSalle Funding, the LaSalle Guarantors and an eligible trustee;
(vi) subordinated debt securities to be issued by LaSalle Funding (the "LaSalle
Funding Subordinated Debt Securities" and, together with the LaSalle Funding
Senior Debt Securities, the "LaSalle Funding Debt Securities") and guaranteed
by the LaSalle Guarantors, which may be issued pursuant to an indenture (the
"LaSalle Funding Subordinated Indenture" and, together with the LaSalle Funding
Senior Indenture, the "LaSalle Funding Indentures") to be executed by LaSalle
Funding, the LaSalle Guarantors and an eligible trustee; (vii) American
Depositary Shares ("ADSs"), each representing one ordinary share, par value
0.56 euro per share, of Holding (the "Ordinary Shares") and evidenced by
American Depositary Receipts (the "Receipts"); (viii) preference shares to be
issued by Holding (the "Preference Shares"); (ix) warrants to purchase debt
securities or equity securities of Holding or securities of third parties or
other rights (the "Warrants"); (x) purchase contracts (the "Purchase
Contracts") for the purchase or sale of (A) Holding's securities or securities
of third parties, a basket of such securities, an index or indices of such
securities or any combination of the above, (B) currencies and (C) commodities;
(xi) units (the "Units") consisting of one or more Purchase Contracts,
Warrants, Debt Securities, Preference Shares, ADSs, Ordinary Shares or any
combination of such securities; and (x) preferred shares issued by ABN AMRO
Capital Funding LLC V through IX and ABN AMRO Capital Funding Trust V through
IX.

     We have examined originals or copies, certified and otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.




ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
LaSalle Funding LLC                    3                     September 11, 2003


     On the basis of the foregoing, we are of the opinion that:

     1. When the Holding Indentures have been duly authorized, executed and
delivered by the parties thereto, and when the specific terms of a particular
series of Holding Debt Securities have been duly authorized and established in
accordance with the relevant Holding Indenture and such Holding Debt Securities
have been duly authorized, executed, authenticated, issued and delivered in
accordance with the relevant Holding Indenture and any applicable underwriting
or other agreement, such Holding Debt Securities will constitute valid and
binding obligations of Holding.

     2. When the Bank Indentures have been duly authorized, executed and
delivered by the parties thereto, and when the specific terms of a particular
series of Bank Debt Securities have been duly authorized and established in
accordance with the relevant Bank Indenture and such Bank Debt Securities have
been duly authorized, executed, authenticated, issued and delivered in
accordance with the relevant Bank Indenture and any applicable underwriting or
other agreement, such Bank Debt Securities will constitute valid and binding
obligations of the Bank, and Holding's obligations under each Bank Indenture
with respect to such Bank Debt Securities will constitute valid and binding
obligations of Holding.

     3. When the LaSalle Funding Indentures have been duly authorized, executed
and delivered by the parties thereto, and when the specific terms of a
particular series of LaSalle Funding Debt Securities have been duly authorized
and established in accordance with the relevant LaSalle Funding Indenture and
such LaSalle Funding Debt Securities have been duly authorized, executed,
authenticated, issued and delivered in accordance with the relevant LaSalle
Funding Indenture and any applicable underwriting or other agreement, such
LaSalle Funding Debt Securities will constitute valid and binding obligations
of LaSalle Funding, and the LaSalle Guarantors' obligations under each LaSalle
Funding Indenture with respect to such LaSalle Funding Debt Securities will
constitute valid and binding obligations of the LaSalle Guarantors.

     4. Assuming the Amended and Restated Deposit Agreement among Holding,
JPMorgan Chase Bank, as depositary, and the holders of Receipts issued
thereunder, dated as of May 20, 1997 (the "Deposit Agreement"), has been duly
authorized, executed and delivered by the parties thereto, when Receipts are
issued in accordance with the Deposit Agreement against the deposit of duly
authorized, validly issued, fully paid and non-assessable Ordinary Shares, such
Receipts will be validly issued and will entitle the holders thereof to the
rights specified therein.

     5. When the Warrants have been duly authorized by Holding, the applicable
warrant agreement and the applicable warrant certificates have been duly issued
and delivered by Holding as described in the Registration Statement and any



ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
LaSalle Funding LLC                    4                     September 11, 2003


prospectus supplement relating thereto, the Warrants will constitute valid and
binding obligations of Holding.

     6. When the Purchase Contracts have been duly authorized by Holding, and
the applicable purchase contract agreement and pledge agreement have been duly
authorized, executed and delivered as described in the Registration Statement
and any prospectus supplement relating thereto, the Purchase Contracts will
constitute valid and binding obligations of Holding.

     7. When the Units have been duly authorized by Holding, all corporate
action on the part of Holding has been taken to authorize and execute and
deliver or issue the securities underlying such Units, and any applicable unit
agreement has been duly authorized, executed and delivered, such unit agreement
will constitute valid and binding obligations of Holding.

     In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors (or the relevant equivalent) with respect to the relevant Company
shall have duly established the terms of such security and duly authorized the
issuance and sale of such security and such authorization shall not have been
modified or rescinded; (ii) the Registration Statement shall have been declared
effective and such effectiveness shall not have been terminated or rescinded;
and (iii) there shall not have occurred any change in law affecting the
validity or enforceability of such security. We have also assumed that none of
the terms of any security to be established subsequent to the date hereof, nor
the issuance and delivery of such security, nor the compliance by the Companies
with the terms of such security will violate any applicable law or will result
in a violation of any provision of any instrument or agreement then binding
upon the relevant Company, or any restriction imposed by any court or
governmental body having jurisdiction over the relevant Company.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware. Insofar as the opinions expressed herein relate to matters governed
by the laws of The Netherlands, we have relied upon the opinion of Clifford
Chance Limited Liability Partnership, special legal counsel in The Netherlands
for Holding and the Bank, dated June 18, 2003, filed as Exhibit 5.1 to the
Registration Statement.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Matters" in the prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.



ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
LaSalle Funding LLC                    5                     September 11, 2003


     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purposes or
relied upon by or furnished to any other person without our prior written
consent.

                                              Very truly yours,

                                              /s/ Davis Polk & Wardwell