6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

     Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of September, 2003

ABN AMRO HOLDING N.V.

Commission File Number: 001-14624

ABN AMRO BANK N.V.

Commission File Number: 001-14624-05

(Translation of registrants’ names into English)

Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
(Address of principal executive offices)

ABN AMRO CAPITAL FUNDING LLC VI

Commission File Number: 001-31814

ABN AMRO CAPITAL FUNDING TRUST VI

Commission File Number: 001-31813

(Translation of registrants’ names into English)

135 South LaSalle Street
Chicago, Illinois 60603
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   X   Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

         Yes         No   X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

         Yes         No   X  

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

         Yes         No   X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

The Information contained in this Report is incorporated by reference into Registration Statement No. 333-104778.

ABN AMRO HOLDING N.V.
ABN AMRO BANK N.V.
     ABN AMRO CAPITAL FUNDING LLC VI
ABN AMRO CAPITAL FUNDING TRUST VI

INDEX TO EXHIBITS

Exhibit
1	Underwriting Agreement, dated September 25, 2003, among ABN AMRO Holding N.V., ABN AMRO Bank N.V., ABN AMRO North America Holding Company, LaSalle Funding LLC, LaSalle Bank Corporation, ABN AMRO Capital Funding Trust VI, ABN AMRO Capital Funding LLC VI, and ABN AMRO Incorporated and ABN AMRO Financial Services, Inc. as representatives of the several underwriters named therein, relating to the sale of up to 9,200,000 non-cumulative trust preferred securities unconditionally guaranteed by ABN AMRO Holding N.V.
4.1	Amended and Restated Trust Agreement, dated September 30, 2003, among the Regular Trustees named therein, The Bank of New York (Delaware), as Delaware trustee, BNY Midwest Trust Company, as property trustee, LaSalle Funding LLC, as sponsor, and ABN AMRO Holding N.V., as guarantor
4.2	Amended and Restated LLC Agreement, dated September 30, 2003, among ABN AMRO North America Holding Company, as initial common security holder, ABN AMRO Capital Funding Trust VI, as initial preferred security holder, and BNY Midwest Trust Company, as manager trustee, for the benefit of the persons who may become preferred security holders
4.3	Trust Securities Guarantee Agreement, dated September 30, 2003, among ABN AMRO Holding N.V., as guarantor, ABN AMRO North America Holding Company, as initial common security holder, ABN AMRO Incorporated and ABN AMRO Financial Services, Inc., as representatives of the several initial preferred security holders named therein, and BNY Midwest Trust Company, as trustee, for the benefit of the initial holders and any subsequent holders of trust preferred securities
4.4	Company Preferred Securities Guarantee Agreement, dated September 30, 2003, among ABN AMRO Holding N.V., as guarantor, and BNY Midwest Trust Company, as guarantee trustee and as initial preferred security holder in its capacity as Property Trustee pursuant to the Amended and Restated Trust Agreement of ABN AMRO Capital Funding Trust VI
8	Opinion of Davis Polk & Wardwell regarding tax matters

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABN AMRO HOLDING N.V.

 Dated:  October 2, 2003 By: /s/ Hans Duijn

Name: Hans Duijn
Title:    Secretary to the Managing Board

By: /s/ J. Kuiper

Name: J. Kuiper
Title:    Member of the Managing Board

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABN AMRO BANK N.V.

 Dated:  October 2, 2003 By: /s/ Rolf Smit

Name: Rolf Smit
Title:    Executive Vice President

By: /s/ Arjo Blok

Name: Arjo Blok
Title:    Senior Vice President

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ABN AMRO CAPITAL FUNDING LLC VI
Date: October 2, 2003	By:	/s/ J. Sirota
		Name:	J. Sirota
		Title:	Vice President

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ABN AMRO CAPITAL FUNDING TRUST VI
Date: October 2, 2003	By:	/s/ J. Sirota
		Name:	J. Sirota
		Title:	Vice President

EX-1

                                                                       EXHIBIT 1


                             ABN AMRO HOLDING N.V.
                (a Netherlands public limited liability company)

                               ABN AMRO BANK N.V.
                (a Netherlands public limited liability company)

                     ABN AMRO NORTH AMERICA HOLDING COMPANY

                              LASALLE FUNDING LLC
                     (a Delaware limited liability company)

                            LASALLE BANK CORPORATION
                            (a Delaware corporation)

                        ABN AMRO CAPITAL FUNDING LLC VI
                     (a Delaware limited liability company)

                       ABN AMRO CAPITAL FUNDING TRUST VI
                          (a Delaware statutory trust)

           6.25% NONCUMULATIVE GUARANTEED TRUST PREFERRED SECURITIES





                             UNDERWRITING AGREEMENT





                           DATED: September 25, 2003







                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----



Section 1.   Representations and Warranties by the ABN AMRO Parties............4

Section 2.   Sale and Delivery to Underwriters, Closing.......................11

Section 3.   Covenants of the ABN AMRO Parties................................13

Section 4.   Offering by Underwriters.........................................16

Section 5.   Payment of Expenses..............................................16

Section 6.   Conditions of Underwriters' Obligations..........................17

Section 7.   Indemnification..................................................24

Section 8.   Contribution.....................................................28

Section 9.   Representations, Warranties and Agreements to Survive Delivery...29

Section 10.  Termination of Agreement.........................................29

Section 11.  Default by One or More of the Underwriters.......................30

Section 12.  Notices..........................................................31

Section 13.  Parties..........................................................31

Section 14.  Governing Law and Jurisdiction...................................32

Section 15.  Effect of Headings...............................................33

Schedule A:  Names of Underwriters and Number of Trust
             Preferred Securities to be Purchased...........................SA-1
Schedule B:  Initial Public Offering Price and Underwriters
             Commission.....................................................SB-1

Exhibit A:   Form of Netherlands Counsel Opinion.............................A-1
Exhibit B:   Form of U.S. Counsel Opinion....................................B-1
Exhibit C:   Form of TIA Trustees' Counsel Opinion...........................C-1





                       ABN AMRO Capital Funding Trust VI
                          (a Delaware statutory trust)


           6.25% Noncumulative Guaranteed Trust Preferred Securities
            (Liquidation Amount of $25 per Trust Preferred Security)
                      guaranteed by ABN AMRO Holding N.V.


                             UNDERWRITING AGREEMENT


                               September 25, 2003


ABN AMRO Incorporated
ABN AMRO Financial Services, Inc.
    c/o ABN AMRO Incorporated
    55 E. 52nd Street
    New York, New York 10055
    As Representatives of the Several Underwriters named in Schedule A hereto


Ladies and Gentlemen:

         ABN AMRO Capital Funding Trust VI (the "Trust"), a statutory trust
organized under the Delaware Statutory Trust Act (the "Delaware Trust Act")
(Chapter 38, Title 12, of the Delaware Code, 12 Del. C. ss.3801 et seq.), ABN
AMRO Capital Funding LLC VI (the "LLC"), a limited liability company organized
under the Limited Liability Company Act (the "Delaware LLC Act") of the State
of Delaware (Chapter 18, Title 6, of the Delaware Code, 6 Del. C. ss.ss. 18-101
et seq.), ABN AMRO Holding N.V., a Netherlands public limited liability company
(the "Guarantor"), ABN AMRO Bank N.V., a Netherlands public limited liability
company (the "Bank"), LaSalle Funding LLC, a Delaware limited liability company
("LaSalle Funding"), LaSalle Bank Corporation, a Delaware corporation ("LaSalle
Bank"), and ABN AMRO North America Holding Company ("AANAH" and together with
the Guarantor, the Trust, the Bank and the LLC, the "ABN AMRO Parties"),
confirm their agreement (the "Agreement") with ABN AMRO Incorporated, ABN AMRO
Financial Services, Inc. and each of the other Underwriters named in Schedule A
hereto (collectively, the "Underwriters," which term shall also include any
underwriter substituted as


                                       1


hereinafter provided in Section 11 hereof), for whom ABN AMRO Incorporated and
ABN AMRO Financial Services, Inc. are acting as representatives (in such
capacity, hereinafter referred to as the "Representatives"), with respect to
the sale by the Trust and the purchase by the Underwriters, acting severally
and not jointly, of the respective numbers of 6.25% Noncumulative Guaranteed
Trust Preferred Securities (liquidation preference $25 per trust preferred
security), representing preferred undivided beneficial ownership interests in
the assets of the Trust (the "Trust Preferred Securities"), set forth in
Schedule A. AANAH will initially own all the common securities (the "Trust
Common Securities" and, together with the Trust Preferred Securities, the
"Trust Securities"), representing undivided beneficial ownership interests in
the assets of the Trust. The Trust Preferred Securities and the Trust Common
Securities will be issued pursuant to an amended and restated trust agreement
(the "Trust Agreement") of the Trust, to be dated as of September 30, 2003,
among the Guarantor, LaSalle Funding, as sponsor, the regular trustees named
therein (the "Regular Trustees"), BNY Midwest Trust Company, as institutional
trustee (the "Property Trustee"), and The Bank of New York (Delaware), a
Delaware corporation, as Delaware trustee (the "Delaware Trustee" and, together
with the Regular Trustees and the Property Trustee, the "Issuer Trustees"), and
the holders from time to time of undivided beneficial interests in the assets
of the Trust. The Trust Preferred Securities will be guaranteed by the
Guarantor, to the extent set forth in the Trust Securities Guarantee Agreement
(the "Trust Guarantee"), to be dated as of September 30, 2003, among the
Guarantor, the Underwriters and AANAH, as initial holders, and BNY Midwest
Trust Company, as trustee (the "Guarantee Trustee", and together with the
Guarantee Trustee under the LLC Guarantee, as defined below, and the Guarantee
Trustee under the Contingent Guarantee, as defined below, the "Guarantee
Trustees") with respect to distributions and payments upon liquidation and
redemption and otherwise pursuant to the Trust Guarantee.

         The proceeds from the sale of the Trust Securities will be used by the
Trust to purchase 6.25% Noncumulative Guaranteed LLC Preferred Securities ("LLC
Preferred Securities"), representing ownership interests in the LLC. All of the
common securities of the LLC (the "LLC Common Securities") will be initially
owned by AANAH. The LLC Preferred Securities will be issued pursuant to an
amended and restated Limited Liability Company Agreement to be dated as of
September 30, 2003 (the "LLC Agreement") among AANAH, as initial holder of the
LLC Common Securities, the Trust, as initial holder of the LLC Preferred
Securities, and BNY Midwest Trust Company, as trustee (the "LLC Trustee", and,
together with the Property Trustee, the Delaware Trustee and the Guarantee
Trustees, the "TIA Trustees") for purposes of compliance under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and will be guaranteed by
the Guarantor, to the extent set forth in the LLC Preferred Securities
Guarantee Agreement (the "LLC Guarantee", and, together with the


                                       2


Trust Guarantee, the "Guarantees") to be dated as of September 30, 2003 among
the Guarantor, the Property Trustee and the Guarantee Trustee, as trustee, with
respect to distributions and payments upon liquidation and redemption and
otherwise pursuant to the LLC Guarantee. In addition, the Guarantor will agree
in a contingent guarantee agreement to be dated as of September 30, 2003 among
the Guarantor, the LLC, and the Guarantee Trustee (the "Contingent Guarantee")
to pay to the LLC the amounts payable under the LLC Guarantee, to the extent
such amounts have been claimed but remain unpaid, plus accrued interest. The
Trust Preferred Securities, the LLC Preferred Securities, the Perpetual
Non-Cumulative Capital Securities, as defined below, and the related
Guarantees, are referred to herein as the "Offered Securities."

         The LLC will use the proceeds from the sale of the LLC Preferred
Securities to acquire, among other things, fixed income securities issued by
the Bank (the "Initial Intercompany Securities"). In the case of a Regulatory
Event (as defined in the Prospectus), the Trust Preferred Securities will be
exchanged for perpetual, non-cumulative capital securities of the Bank (the
"Perpetual Non-Cumulative Capital Securities").

         The ABN AMRO Parties (other than AANAH) have filed with the Securities
and Exchange Commission (the "Commission") a registration statement on Form F-3
(file No. 333-104778) to register under the Securities Act of 1933, as amended
(the "1933 Act"), the offer and sale of (i) the Trust Preferred Securities,
(ii) the LLC Preferred Securities and (iii) the Guarantees and the Contingent
Guarantee.

         The ABN AMRO Parties understand that the Underwriters propose to make
an offering of the Offered Securities as soon as the Representatives deem
advisable after this Agreement has been executed and delivered. The ABN AMRO
Parties further understand that no Offered Securities will be offered by the
Underwriters in The Netherlands other than in accordance with the provisions of
Article 3 of the Act of Supervision of Securities Trade 1995.

         The ABN AMRO Parties (other than AANAH) have filed with, or
transmitted for filing to, or shall promptly hereafter file with or transmit
for filing to, the Commission a prospectus supplement (in the form so filed or
transmitted for filing, the "Prospectus Supplement") specifically relating to
the Offered Securities pursuant to Rule 424 of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations"). The term
"Registration Statement" means the registration statement, as amended to the
date of this Agreement, including the exhibits thereto, schedules thereto, if
any, and the documents incorporated by reference therein pursuant to Item 6 of
Form F-3 under the 1933 Act. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together


                                       3


with the Prospectus Supplement. The term "preliminary prospectus" means a
preliminary prospectus supplement specifically relating to the Offered
Securities together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein.

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act"), which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

         Section 1. Representations and Warranties by the ABN AMRO Parties. The
ABN AMRO Parties represent and warrant jointly and severally to each
Underwriter as of the date hereof, and as of the Closing Time referred to in
Section 2(c) hereof, and, if applicable, as of each Date of Delivery (as
defined below) as follows:

         (a) Compliance with Registration Requirements. The Registration
Statement has been filed on an appropriate form under the 1933 Act. The
Registration Statement has become effective under the 1933 Act and no stop
order suspending the effectiveness of the Registration Statement has been
issued under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the ABN AMRO Parties, are
contemplated by the Commission, and any request on the part of the Commission
for additional information has been complied with.

         At the respective times the Registration Statement and any
post-effective amendments thereto became effective and at the Closing Time,
and, if applicable, as of each Date of Delivery, the Registration Statement and
any amendments and supplements thereto complied and will comply in all material
respects with the applicable requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act and the rules and regulations of the Commission
under the 1939 Act (the "1939 Act Regulations"), and did not and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. Neither the Prospectus nor any amendments or supplements thereto,
at the time the


                                       4


Prospectus or any such amendment or supplement was issued or at the Closing
Time, and at each Date of Delivery, if any, included or will include an untrue
statement of a material fact or omitted or will omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The representations
and warranties in this subsection shall not apply to statements in or omissions
from the Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the ABN AMRO Parties in writing by any
Underwriter through the Representatives expressly for use in the Registration
Statement or Prospectus.

         The Basic Prospectus and preliminary prospectus and the prospectus
filed as part of the Registration Statement as originally filed or as part of
any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
complied when so filed in all material respects with the 1933 Act Regulations.

         (b) Incorporated Documents. The documents incorporated or deemed to be
incorporated by reference in the Registration Statement and the Prospectus, at
the time they were or hereafter are filed with the Commission, complied and
will comply in all material respects with the requirements of the 1934 Act and
the rules and regulations of the Commission thereunder (the "1934 Act
Regulations"), and, when read together with the other information in the
Prospectus, at the time the Registration Statement became effective, at the
time the Prospectus was issued and at the Closing Time, and at each Date of
Delivery, if any, did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

         (c) Independent Accountants. The accountants who certified the
financial statements included in the Registration Statement are independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.

         (d) Good Standing of the ABN AMRO Parties. Each of the ABN AMRO
Parties and their subsidiaries has been duly incorporated under the laws of The
Netherlands, or other jurisdiction of incorporation, as the case may be (except
to the extent that the failure to be duly incorporated would not have a
material adverse effect on the ABN AMRO Parties and their subsidiaries, taken
as a whole), the Trust has been duly created as a statutory trust under the
Delaware Trust Act and the LLC has been duly formed as a limited liability
company under the Delaware LLC Act. Each of the ABN AMRO Parties and their
subsidiaries is validly existing and in good standing under the laws of its
respective jurisdiction (where such concept is legally relevant), is duly
qualified to do business and in good standing in each other jurisdiction in
which qualification is necessary for the ownership of its respective properties
or for the conduct of its respective


                                       5


businesses (except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the ABN AMRO Parties
and their subsidiaries, taken as a whole). The LLC is and will be treated as a
consolidated subsidiary of AANAH pursuant to Dutch generally accepted
accounting principles. The Trust is and will be classified as a grantor trust
and will not be classified as an association taxable as a corporation for
United States federal income tax purposes.

         Each ABN AMRO Party has the power and authority necessary to own or
hold its respective properties, to enter into and perform its respective
obligations under the Transaction Documents (as defined below) to which it is a
party and to conduct the businesses in which it is engaged, as described in the
Prospectus. Neither the Trust nor the LLC is a party to or otherwise bound by
any agreement other than the Transaction Documents.

         (e) Authorization of Agreement. At the Closing Time, this Agreement
will have been duly authorized by each of the ABN AMRO Parties. This Agreement
has been duly executed and delivered (if applicable under applicable law) by
each of the ABN AMRO Parties.

         (f) Absence of Defaults and Conflicts; Absence of Further
Requirements. None of the ABN AMRO Parties nor any of their subsidiaries is in
violation of the constituent documents, charter or by-laws or in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which any of the ABN
AMRO Parties or any of their subsidiaries is a party or by which any of them
may be bound, or to which any of the property or assets of any of the ABN AMRO
Parties or any of their subsidiaries is subject, except for such defaults that
would not be material to the ABN AMRO Parties and their subsidiaries, taken as
a whole. The execution, delivery (if applicable under applicable law) and
performance of this Agreement, the Trust Agreement, the LLC Agreement, the
Guarantees, the Contingent Guarantee, the Initial Intercompany Securities, the
Perpetual Non-Cumulative Capital Securities and the Services Agreement to be
dated as of September 30, 2003 among LaSalle Bank, the Guarantor, the Trust and
the LLC (the "Services Agreement" and, together with the Trust Agreement, the
LLC Agreement, the Guarantees, the Contingent Guarantee and the Initial
Intercompany Securities, the "Transaction Documents") by AANAH, LaSalle Bank,
LaSalle Funding, the Bank, the Guarantor, the Trust or the LLC, as the case may
be, and the consummation of the transactions contemplated hereby and thereby
will not conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which any of the
ABN AMRO Parties or any of their subsidiaries is a party or by which any of the
ABN


                                       6


AMRO Parties or any of their subsidiaries is bound or to which any of the
property or assets of the ABN AMRO Parties or any of their subsidiaries is
subject, nor will such actions result in any violation of the provisions of the
constituent documents, the charter, bylaws, Trust Agreement, Certificate of
Trust, LLC Agreement or Certificate of Formation, as the case may be, of any of
the ABN AMRO Parties or any of their subsidiaries or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the ABN AMRO Parties or any of their subsidiaries or any of
their properties or assets, the effect of which breach, violation or default
would be material to the ABN AMRO Parties and their subsidiaries taken as a
whole; and, except such as have been obtained or required under the 1933 Act or
the 1933 Act Regulations, 1934 Act or the 1934 Act Regulations or state
securities laws and the qualification of the Trust Agreement, the LLC
Agreement, the Guarantees and the Contingent Guarantee under the 1939 Act, no
consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body in The Netherlands or the United
States is required in connection with the offering, issuance, and sale of the
Offered Securities or the consummation of the transactions contemplated by this
Agreement or the execution, delivery and performance by the ABN AMRO Parties of
the Transaction Documents.

         (g) Material Adverse Change. Since the respective dates as of which
information is given in the Registration Statement and the Prospectus, except
as otherwise stated therein, (a) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings or business affairs
or business prospects of the ABN AMRO Parties and their subsidiaries taken as a
whole, whether or not arising in the ordinary course of business, (b) there
have been no transactions entered into by any of the ABN AMRO Parties or any of
their subsidiaries, other than those arising in the ordinary course of
business, which are material with respect to the ABN AMRO Parties and their
subsidiaries considered as a whole and (c) except for regular dividends on
ordinary shares or preferred or preference shares, in amounts per share that
are consistent with past practice or the applicable charter document or
supplement thereto, respectively, there has been no dividend or distribution of
any kind declared, paid or made by any of the ABN AMRO Parties on any class of
capital stock.

         (h) Investment Company Act. None of the ABN AMRO Parties is, nor after
giving effect to the offering and sale of the Offered Securities and the
application of the net proceeds therefrom as described in the forepart of this
Agreement and in the Prospectus, will be an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

         (i) Absence of Proceedings. Except as disclosed in the Prospectus,
there is no action, suit or proceeding before or by any government,
governmental instrumentality or court, domestic or foreign, now pending or, to
the knowledge


                                       7


of any of the ABN AMRO Parties, threatened against or affecting any of the ABN
AMRO Parties or any of their subsidiaries that is required to be disclosed in
the Prospectus or that would result in any material adverse change in the
consolidated financial position, stockholders' equity or results of operations
of the ABN AMRO Parties and their subsidiaries, taken as a whole, or that could
reasonably be expected to materially and adversely affect the properties or
assets of any of the ABN AMRO Parties or any of their subsidiaries, or that
could adversely affect the consummation of the transactions contemplated in
this Agreement or the performance by each of the ABN AMRO Parties of its
obligations hereunder.

         (j) Authorization of Trust Agreement. The Trust Agreement has been
duly authorized by LaSalle Funding and, at the Closing Time, will have been
executed and delivered by LaSalle Funding, as sponsor, and, assuming due
authorization, execution and delivery of the Trust Agreement by the Issuer
Trustees, the Trust Agreement will, at the Closing Time, and at each Date of
Delivery, if any, be a valid and binding obligation of LaSalle Funding
enforceable against LaSalle Funding in accordance with its terms, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and except to the extent that enforcement thereof is subject
to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law) (the "Bankruptcy Exceptions"),
and will conform in all material respects to all statements relating thereto in
the Prospectus; and, at the Closing Time, the Trust Agreement will have been
duly qualified under the 1939 Act.

         (k) Authorization of Trust Common Securities. At the Closing Time, the
Trust Common Securities will have been duly authorized by the Trust Agreement
and, when issued and delivered by the Trust to AANAH against payment therefor
as described in the Registration Statement and Prospectus, will be validly
issued and (subject to the terms of the Trust Agreement) fully paid undivided
beneficial interests in the assets of the Trust and will conform in all
material respects to all statements relating thereto contained in the
Prospectus; the issuance of the Trust Common Securities is not subject to
preemptive or other similar rights; and at the Closing Time, and at each Date
of Delivery, if any, all of the issued and outstanding Trust Common Securities
of the Trust will be directly owned by AANAH free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity.

         (l) Authorization of Trust Preferred Securities. At the Closing Time,
the Trust Preferred Securities will have been duly authorized by the Trust
Agreement and, when issued and delivered against payment of the consideration
set forth in this Agreement, will be validly issued and (subject to the terms
of the


                                       8


Trust Agreement) fully paid and non-assessable undivided beneficial interests
in the Trust, will be entitled to the benefits of the Trust Agreement and will
conform in all material respects to all statements relating thereto contained
in the Prospectus; the issuance of the Trust Preferred Securities is not
subject to preemptive or other similar rights; and (subject to the terms of the
Trust Agreement) holders of Trust Preferred Securities will be entitled to the
same limitation of personal liability under Delaware law as extended to
stockholders of private corporations for profit.

         (m) Authorization of Guarantees. At the Closing Time, each of the
Guarantees will have been duly authorized by the Guarantor, and AANAH and the
Trust, as initial holders, and, when validly executed and delivered (if
applicable under applicable law) by the Guarantor, and AANAH and the Trust, as
initial holders, and, assuming due authorization, execution and delivery of the
Trust Guarantee by the Guarantee Trustee and by the Underwriters, as initial
holders of the Trust Securities, and the due authorization, execution and
delivery of the LLC Guarantee by the Guarantee Trustee, will each constitute a
valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except to the extent that enforcement
thereof may be limited by the Bankruptcy Exceptions. The Guarantees will
conform in all material respects to all statements relating thereto contained
in the Prospectus and, at the Closing Time, will have been duly qualified under
the 1939 Act.

         (n) Regular Trustees. Each of the Regular Trustees of the Trust is an
employee or officer of, or affiliated with, AANAH. At the Closing Time, the
Trust Agreement will have been duly executed and delivered by the Regular
Trustees and will be a valid and binding obligation of each Regular Trustee,
enforceable against such Regular Trustee in accordance with its terms, except
to the extent that enforcement thereof may be limited by the Bankruptcy
Exceptions.

         (o) Authorization of the LLC Agreement. At the Closing Time, the LLC
Agreement will have been duly authorized by AANAH and the Trust and, at the
Closing Time, will have been duly executed and delivered by AANAH and the
Trust, and will be a valid and legally binding obligation of each of AANAH and
the Trust, enforceable against each of AANAH and the Trust in accordance with
its terms, except to the extent that enforcement thereof may be limited by the
Bankruptcy Exceptions. The LLC Agreement will conform in all material respects
to the description thereof in the Prospectus and, at the Closing Time, will
have been duly qualified under the 1939 Act.

         (p) Authorization of the LLC Common Securities. At the Closing Time,
the LLC Common Securities will have been duly authorized by the LLC Agreement
and, when issued and delivered by the LLC to AANAH against payment therefor as
described in the Registration Statement and Prospectus, will


                                       9


be validly issued and (subject to the terms of the LLC Agreement) fully paid
undivided beneficial interests in the assets of the LLC and will conform in all
material respects to all statements relating thereto contained in the
Prospectus; the issuance of the LLC Common Securities is not subject to
preemptive or other similar rights; and at the Closing Time, and at each Date
of Delivery, if any, all of the issued and outstanding LLC Common Securities of
the LLC will be directly owned by AANAH free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity.

         (q) Authorization of LLC Preferred Securities. At the Closing Time,
the LLC Preferred Securities will have been duly authorized by the LLC
Agreement and, when issued and delivered pursuant to the LLC Agreement against
payment of the consideration set forth therein, will be duly issued and fully
paid and non-assessable, will be entitled to the benefits of the LLC Agreement
and will conform to the description thereof in the Prospectus; the issuance of
the LLC Preferred Securities is not subject to preemptive or other similar
rights.

         (r) Authorization of the Contingent Guarantee. At the Closing Time,
the Contingent Guarantee will have been duly authorized by the Guarantor and
the LLC and, when validly executed and delivered (if applicable under
applicable law) by the Guarantor and the LLC, and assuming due authorization,
execution and delivery by the Guarantee Trustee, will constitute a valid and
binding obligation of each of the Guarantor and the LLC, enforceable against
each of the Guarantor and the LLC in accordance with its terms, except to the
extent that enforcement thereof may be limited by the Bankruptcy Exceptions.
The Contingent Guarantee will conform in all material respects to all
statements relating thereto in the Prospectus and, at the Closing Time, will
have been duly qualified under the 1939 Act.

         (s) Authorization of Intercompany Securities. At the Closing Time, the
Initial Intercompany Securities will have been duly authorized by the Bank, and
when validly executed and delivered to and paid for by the LLC, will constitute
valid and binding obligations of the Bank, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by the
Bankruptcy Exceptions.

         (t) Authorization of Perpetual Non-Cumulative Capital Securities. At
the Closing Time, the Perpetual Non-Cumulative Capital Securities will have
been duly authorized by the Bank, and when validly executed and delivered in
exchange for corresponding Trust Preferred Securities, will constitute valid
and binding obligations of the Bank, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by the
Bankruptcy Exceptions.


                                      10


         (u) Officer's Certificate. Any certificate signed by an officer of any
of the ABN AMRO Parties or any of their subsidiaries and delivered to the
Underwriters or to counsel for the Underwriters in connection with the offering
of the Offered Securities shall be deemed a representation and warranty by the
relevant ABN AMRO Parties to each Underwriter as to the matters covered thereby
on the date of such certificate.

         Section 2. Sale and Delivery to Underwriters, Closing.

         (a) Offered Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Trust agrees to sell to each Underwriter, severally and not jointly,
and each Underwriter, severally and not jointly, agrees to purchase from the
Trust, at the initial public offering price set forth in Schedule B, the number
of Trust Preferred Securities set forth in Schedule A opposite the name of such
Underwriter (the "Initial Offered Securities"), plus any additional number of
Trust Preferred Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 11 hereof.

         (b) Option Offered Securities. Subject to the terms and conditions
herein set forth, the ABN AMRO Parties may grant, if so provided in Schedule B,
an option to the Underwriters, severally and not jointly, to purchase up to the
number or aggregate principal amount, as the case may be, of additional Trust
Preferred Securities to cover over-allotments, if any, set forth therein (the
"Option Offered Securities") at a price set forth therein, less an amount equal
to any distributions paid or payable on the Initial Offered Securities but not
payable on the Option Offered Securities. Such option, if granted, will expire
30 days after the date of this Agreement, and may be exercised in whole or in
part from time to time only for the purpose of covering over-allotments which
may be made in connection with the offering and distribution of the Initial
Offered Securities upon notice by ABN AMRO Incorporated to the ABN AMRO Parties
setting forth the number or aggregate principal amount, as the case may be, of
Option Offered Securities as to which the several Underwriters are then
exercising the option and the time, date and place of payment and delivery for
such Option Offered Securities. Any such time and date of payment and delivery
(each, a "Date of Delivery") shall be determined by ABN AMRO Incorporated, but
shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, unless otherwise agreed
upon by ABN AMRO Incorporated and the ABN AMRO Parties. If the option is
exercised as to all or any portion of the Option Offered Securities, each of
the Underwriters, severally and not jointly, will purchase that proportion of
the total number or aggregate principal amount, as the case may be, of Option
Offered Securities then being purchased which the number or aggregate principal
amount, as the case may be, of Initial Offered Securities each such Underwriter
has severally agreed


                                      11


to purchase as set forth on Schedule A bears to the total number or aggregate
principal amount, as the case may be, of Initial Offered Securities, subject to
such adjustments as ABN AMRO Incorporated in its discretion shall make to
eliminate any sales or purchases of a fractional number or aggregate principal
amount, as the case may be, of Option Offered Securities.

         (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Trust Preferred Securities shall be made at the offices
of Davis Polk & Wardwell or at such other place as shall be agreed upon by the
Representatives and the ABN AMRO Parties, at 9:00 a.m. (Eastern time) on the
fourth business day after the date hereof (unless postponed in accordance with
the provisions of Section 11), or such other time not later than ten business
days after such date as shall be agreed upon by the Representatives and the ABN
AMRO Parties (such time and date of payment and delivery being herein called
the "Closing Time"). In addition, in the event that the Underwriters have
exercised their option, if any, to purchase any or all of the Option Offered
Securities, payment of the purchase price for, and delivery of such Option
Offered Securities, shall be made at the above mentioned offices of Davis Polk
& Wardwell, or at such other place as shall be agreed upon by ABN AMRO
Incorporated and the ABN AMRO Parties, on the relevant Date of Delivery as
specified in the notice from ABN AMRO Incorporated to the ABN AMRO Parties.

         Payment shall be made to the Trust by wire transfer of immediately
available funds to a bank account designated by the ABN AMRO Parties, against
delivery to such persons designated by the Representatives for the respective
accounts of the Underwriters of one or more certificates in global form for the
Trust Preferred Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the Trust
Preferred Securities which it has agreed to purchase.

         The purchase price per Trust Preferred Security to be paid by the
several Underwriters for the Trust Preferred Securities shall be an amount
equal to the initial public offering price as set forth in Schedule B. The
initial public offering price per Trust Preferred Security shall be a fixed
price to be determined by agreement between the Representatives and the ABN
AMRO Parties. The initial public offering price and the purchase price, when so
determined, shall be set forth in Schedule B.

         As compensation to the Underwriters for their commitments hereunder
and in view of the fact that the proceeds of the sale of the Trust Preferred
Securities will be used to purchase LLC Preferred Securities, the proceeds of
which will be invested in Initial Intercompany Securities, the Guarantor hereby
agrees to pay at the Closing Time (and to any relevant Date of Delivery) to the


                                      12


Representatives, for the accounts of the several Underwriters, a commission per
Trust Preferred Security set forth on Schedule B.

         At the Closing Time (and at any relevant Date of Delivery), the
Guarantor will pay, or cause to be paid, the commission payable at such time to
the Underwriters under Section 2 hereof by wire transfer of immediately
available funds to a bank account designated by the Representatives for the
account of Underwriters.

         (d) Denominations; Registration. Certificates for the Trust Preferred
Securities shall be in such denominations and registered in such names as the
Representatives may request in writing at least one business day before the
Closing Time or the relevant Date of Delivery, as applicable. The Trust
Preferred Securities will be made available for examination and packaging by
the Representatives in The City of New York not later than 9:00 a.m. (Eastern
time) on the business day prior to the Closing Time or the relevant Date of
Delivery, as applicable.

         Section 3. Covenants of the ABN AMRO Parties. The ABN AMRO Parties
(other than AANAH) covenant with each Underwriter as follows:

         (a) Compliance with Securities Regulations and Commission Requests.
The ABN AMRO Parties, subject to Section 3(b), will comply with the
requirements of Rule 424(b) of the 1933 Act Regulations and will notify the
Representatives immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement shall become effective,
or any supplement to the Prospectus or any amended Prospectus shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional information and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Offered Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for any of
such purposes. The ABN AMRO Parties will make reasonable efforts to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

         (b) Filing of Amendments. During the period when the Underwriters are
required to deliver a prospectus with respect to the Offered Securities, the
ABN AMRO Parties will give the Representatives notice of their intention to
file or prepare any amendment to the Registration Statement or any amendment,
supplement or revision to either the prospectus included in the Registration


                                      13


Statement at the time it became effective or to the Prospectus, whether
pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the
Underwriters shall reasonably object.

         (c) Delivery of Registration Statements. Upon request by the
Underwriters, the ABN AMRO Parties will furnished or deliver to the
Representatives and counsel for the Underwriters, without charge, conformed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference
therein and documents incorporated or deemed to be incorporated by reference
therein) and conformed copies of all consents and certificates of experts, and
will also deliver to the Representatives, without charge, a conformed copy of
the Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters.

         (d) Delivery of Prospectuses. The ABN AMRO Parties have delivered to
each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the ABN AMRO Parties hereby
consent to the use of such copies for purposes permitted by the 1933 Act. The
ABN AMRO Parties will furnish to each Underwriter, without charge, during the
period when the prospectus is required to be delivered under the 1933 Act or
the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request.

         (e) Continued Compliance with Securities Laws. The ABN AMRO Parties
will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and
the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations with
respect to the offer of the Offered Securities so as to permit the completion
of the distribution of the Offered Securities as contemplated in this Agreement
and in the Prospectus. If at any time when a prospectus is required by the 1933
Act to be delivered in connection with sales of the Trust Preferred Securities,
any event shall occur or condition shall exist as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the ABN AMRO
Parties, to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include any untrue statements
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of such counsel, at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the ABN AMRO
Parties will promptly prepare and file with the Commission, subject to Section
3(b), such amendment or supplement as may be


                                      14


necessary to correct such statement or omission or to make the Registration
Statement or the Prospectus comply with such requirements, and the ABN AMRO
Parties will furnish to the Underwriters such number of copies of such
amendment or supplement as the Underwriters may reasonably request.

         (f) Blue Sky Qualifications. The ABN AMRO Parties will use all
reasonable efforts, in cooperation with the Underwriters, to qualify the
Offered Securities for offering and sale under the applicable securities laws
of such states and other jurisdictions as the Representatives may designate and
to maintain such qualifications in effect for a period of not less than one
year from the effective date of the Registration Statement; provided, however,
that the ABN AMRO Parties shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the Offered
Securities have been so qualified, the ABN AMRO Parties will file such
statements and reports as may be required by the laws of such jurisdiction to
continue such qualification in effect for a period of not less than one year
from the effective date of the Registration Statement.

         (g) Rule 158. The ABN AMRO Parties will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to their security holders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last paragraph of
Section 11(a) of the 1933 Act.

         (h) Use of Proceeds. The ABN AMRO Parties will use or cause to be used
the net proceeds received from the sale of the Offered Securities in the manner
specified in the Prospectus under "Use of Proceeds."

         (i) Listing. The ABN AMRO Parties will use all reasonable efforts to
effect the listing of the Trust Preferred Securities on the New York Stock
Exchange and the Official Segment of Euronext Amsterdam N.V.'s Stock Market
("Euronext").

         (j) Restriction on Sale of Securities. Except as contemplated by this
Agreement, during a period of 30 days from the date of the Prospectus, neither
the Trust nor the LLC nor any other subsidiary of the Guarantor that is similar
to the Trust or the LLC will, without the prior written consent of the
Representatives, directly or indirectly, sell, offer to sell, grant any option
for sale of, or otherwise dispose of, any Trust Preferred Securities or any LLC
Preferred Securities or any security convertible into or exchangeable into or
exercisable for Trust Preferred Securities or LLC Preferred Securities.


                                      15


         (k) Reporting Requirements. The ABN AMRO Parties, during the period
when the Prospectus is required to be delivered under the 1933 Act or the 1934
Act, will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods required by the 1934 Act and the 1934
Act Regulations.

         Section 4. Offering by Underwriters. Each Underwriter represents and
agrees that, prior to the publication of the advertisement as mentioned in
Article 47.7 of the Listing and Issuing Rules of Euronext Amsterdam N.V.
(Fondsenreglement), it has not made and will not make any contractually binding
offers (or solicitations of such offers) in respect of the Trust Preferred
Securities to any individual or legal entity in The Netherlands, other than to
individuals or legal entities, who or which trade or invest in securities in
the conduct of a business or profession (which includes banks, firms, insurance
companies, pension funds, investment institutions, central governments, large
international and supranational organisations and treasuries and finance
companies of large enterprises).

         Section 5. Payment of Expenses.

         (a) Expenses. The ABN AMRO Parties will pay all expenses incident to
the performance of their obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of
this Agreement, the Transaction Documents and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Offered Securities (other than fees of counsel for the Underwriters
related thereto), (iii) the preparation, issuance and delivery of the
certificates for the Trust Preferred Securities to the Underwriters, (iv) the
fees and disbursements of the ABN AMRO Parties' counsel, accountants, experts
and other advisors, (v) the qualification of the Offered Securities under
securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of the Blue Sky Survey and any supplement thereto, (vi) the printing and
delivery to the Underwriters of copies of each preliminary prospectus and of
the Prospectus and any amendments or supplements thereto, (vii) the fees and
expenses of the TIA Trustees, including the reasonable fees and disbursements
of counsel for the TIA Trustees, (viii) any fees payable in connection with the
rating of the Trust Preferred Securities, (ix) the fees and expenses incurred
in connection with the listing of the Trust Preferred Securities on the New
York Stock Exchange and Euronext and (x) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the


                                      16


Underwriters in connection with, the review, if any, by the National
Association of Securities Dealers, Inc. of the terms of the sale of the Offered
Securities.

         (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 6 or Section
10(a)(i) hereof, the ABN AMRO Parties shall reimburse the Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         Section 6. Conditions of Underwriters' Obligations.

         The obligations of the several Underwriters hereunder are subject to
the accuracy in all material respects of the representations and warranties of
the ABN AMRO Parties contained in Section 1 hereof and in certificates of any
officer of the ABN AMRO Parties or any subsidiary of the ABN AMRO Parties
delivered pursuant to the provisions hereof, to the performance by each of the
ABN AMRO Parties in all material respects of its covenants and other
obligations hereunder, and to the following further conditions:

         (a) Effectiveness of Registration Statement. The Registration
Statement has become effective and at the Closing Time and at any relevant Date
of Delivery, no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriters. Any prospectus required
to be filed in accordance with Rule 424(b) shall have been filed with the
Commission.

         (b) Opinion of Netherlands Counsel. At the Closing Time, the
Representatives shall have received a written opinion, dated as of the Closing
Time, of Clifford Chance Limited Liability Partnership, Netherlands counsel to
the Guarantor, in form and substance reasonably satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such opinion for
each of the other Underwriters to the effect set forth in Exhibit A. Such
counsel may also state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers
of the ABN AMRO Parties and certificates of public officials and may contain
other customary or appropriate assumptions and qualifications reasonably
satisfactory to counsel for the Underwriters.

         (c) Opinion of U.S. Counsel for the ABN AMRO Parties. At the Closing
Time, the Representatives shall have received a written opinion, dated as of
the Closing Time, of Davis Polk & Wardwell, U.S. counsel to the ABN AMRO
Parties, in form and substance reasonably satisfactory to counsel for the


                                      17


Underwriters, together with signed or reproduced copies of such opinion for
each of the other Underwriters to the effect set forth in Exhibit B hereto.
Such counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon certificates of
officers of the ABN AMRO Parties and certificates of public officials. Such
opinion also may contain other customary or appropriate assumptions and
qualifications reasonably satisfactory to counsel for the Underwriters.

         (d) Opinion of Delaware Counsel for the ABN AMRO Parties. At the
Closing Time, the Representatives shall have received a written opinion, dated
as of the Closing Time, of Richards, Layton & Finger, P.A., Delaware counsel to
the ABN AMRO Parties, in form and substance reasonably satisfactory to counsel
for the Underwriters, together with signed or reproduced copies of such opinion
for each of the other Underwriters to the effect that:

                  (i) The LLC has been duly formed and is validly existing in
         good standing as a limited liability company under the Delaware LLC
         Act.

                  (ii) Under the LLC Agreement and the Delaware LLC Act, the
         LLC has all necessary limited liability company power and authority to
         conduct its business as described in the Prospectus.

                  (iii) The LLC Preferred Securities issued to the Trust have
         been duly authorized and validly issued and, subject to the
         qualifications set forth in paragraph (iv) below, are fully paid and
         nonassessable limited liability company interests in the LLC.

                  (iv) The Trust, as a member of the LLC, shall not be
         obligated personally for any of the debts, obligations or liabilities
         of the LLC, whether arising in contract, tort or otherwise solely by
         reason of being a member of the LLC, except as the Trust may be
         obligated to make payments provided for in the LLC Agreement and to
         repay any funds wrongfully distributed to it.

                  (v) The provisions of the LLC Agreement, including the terms
         of the LLC Preferred Securities, are permitted under the Delaware LLC
         Act.

                  (vi) The LLC Agreement constitutes a legal, valid and binding
         agreement of AANAH and the Trust, and is enforceable against AANAH and
         the Trust, in accordance with its terms.

                  (vii) Under the LLC Agreement and the Delaware LLC Act, the
         LLC has all necessary limited liability company power and authority to
         execute and deliver the Underwriting Agreement and each of the


                                      18


         Transaction Documents to which it is a party, and to perform its
         obligations thereunder.

                  (viii) Under the LLC Agreement and the Delaware LLC Act, the
         execution and delivery by the LLC of the Underwriting Agreement and
         each of the Transaction Documents to which it is a party, and the
         performance by the LLC of its obligations thereunder, have been duly
         authorized by all necessary limited liability company action on the
         part of the LLC.

                  (ix) The issue and sale by the LLC of the LLC Preferred
         Securities to the Trust pursuant to the Underwriting Agreement and the
         LLC Agreement, and the performance by the LLC of its obligations under
         each of the Transaction Documents to which it is a party, will not
         violate (A) any Delaware statute, rule or regulation, or (B) the
         Certificate of Formation of the LLC, dated March 28, 2003 or the LLC
         Agreement.

                  (x) No consent, approval, authorization, order, registration,
         filing or qualification of or with any Delaware court or Delaware
         governmental agency or body is required solely in connection with (A)
         the issuance and sale by the LLC of the LLC Preferred Securities to
         the Trust as contemplated by the Prospectus, or (B) the execution,
         delivery and performance by the LLC of the Underwriting Agreement or
         any of the Transaction Documents to which it is a party.

                  (xi) Under the LLC Agreement and the Delaware LLC Act, the
         issuance by the LLC of the LLC Preferred Securities is not subject to
         the preemptive purchase rights of any Person.

                  (xii) The Trust has been duly created and is validly existing
         in good standing as a statutory trust under the Delaware Trust Act.

                  (xiii) Under the Trust Agreement and the Delaware Trust Act,
         the Trust has all necessary trust power and authority to conduct its
         business as described in the Prospectus.

                  (xiv) The provisions of the Trust Agreement, including the
         terms of the Trust Preferred Securities, are permitted under the
         Delaware Trust Act.

                  (xv) The Trust Agreement constitutes a legal, valid and
         binding agreement of the Guarantor, LaSalle Funding and the Trustees,
         and is enforceable against the Guarantor, LaSalle Funding and the
         Trustees, in accordance with its terms.


                                      19


                  (xvi) The Trust Preferred Securities are duly authorized by
         the Trust Agreement and when authenticated, issued and delivered in
         accordance with the Trust Agreement, the Trust Preferred Securities
         will be duly and validly issued and, subject to the qualifications set
         forth in paragraph (xvii) below, fully paid and nonassessable
         interests in the Trust.

                  (xvii) The holders of Trust Preferred Securities, in their
         capacity as such, will be entitled to the same limitation of personal
         liability extended to stockholders of private corporations for profit
         organized under the General Corporation Law of the State of Delaware.
         We note that the holders may be obligated to make payments as set
         forth in Sections 10.02 and 10.08 of the Trust Agreement.

                  (xviii) Under the Trust Agreement and the Delaware Trust Act,
         the Trust has all necessary trust power and authority to execute and
         deliver the Underwriting Agreement and the Transaction Documents to
         which it is a party, and to perform its obligations thereunder.

                  (xix) Under the Trust Agreement and the Delaware Trust Act,
         the execution and delivery by the Trust of the Underwriting Agreement
         and the Transaction Documents to which it is a party, and the
         performance by the Trust of its obligations thereunder, have been duly
         authorized by all necessary trust action on the part of the Trust.

                  (xx) Under the Delaware Trust Act and the Trust Agreement,
         the issuance of the Trust Preferred Securities is not subject to any
         preemptive purchase rights of any Person.

                  (xxi) No consent, approval, authorization, order,
         registration or qualification of or with any Delaware court or
         Delaware governmental agency or Delaware body is required solely in
         connection with (A) the issuance and sale by the Trust of the
         Preferred Securities to the holders as contemplated by the Prospectus,
         and (B) the execution, delivery and performance by the Trust of the
         Underwriting Agreement and the Transaction Documents to which it is a
         party.

         Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the ABN AMRO Parties and certificates of public
officials. Such opinion may also contain other customary or appropriate
assumptions and qualifications reasonably satisfactory to counsel for the
Underwriters.

         (e) Opinion of Counsel for Underwriters. At the Closing Time, the
Representatives shall have received the favorable opinion, dated as of the
Closing


                                      20


Time, of Mayer, Brown, Rowe & Maw LLP, counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other
Underwriters, in form and substance satisfactory to the Underwriters.

         (f) Opinion of Counsel for the TIA Trustees. At the Closing Time, the
Representatives shall have received a written opinion, dated as of the Closing
Time, of Emmet, Marvin & Martin, counsel for the TIA Trustees, in form and
substance reasonably satisfactory to counsel for the Underwriters, together
with signed or reproduced copies of such opinion for each of the other
Underwriters, to the effect set forth in Exhibit C hereto and to such further
effect as counsel to the Underwriters may reasonably request.

         (g) Opinion of Netherlands Tax Counsel. At the Closing Time, the
Representatives shall have received a written opinion, dated as of the Closing
Time, of Clifford Chance Limited Liability Partnership, special Netherlands tax
counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel
for the Underwriters, together with signed or reproduced copies of such opinion
for each of the other Underwriters. Such opinion shall confirm Clifford Chance
Limited Liability Partnership's opinion set forth in the Prospectus under the
caption "Taxation - Netherlands Taxation" and that, subject to the
qualifications set forth therein, the discussion set forth in the Prospectus
under such caption is an accurate summary of the Netherlands tax matters
described therein.

         Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the ABN AMRO Parties and certificates of public
officials. Such opinion may also contain other customary appropriate
assumptions and qualifications reasonably satisfactory to counsel for the
Underwriters.

         (h) Officers' Certificate. At the Closing Time (and at any relevant
Date of Delivery), there shall not have been, since the date hereof or since
the respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the ABN AMRO Parties and
their subsidiaries taken as a whole, whether or not arising in the ordinary
course of business, and the Representatives shall have received a certificate
of officers of each of the ABN AMRO Parties, dated as of the Closing Time, to
the effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1 hereof are true and correct in all
material respects with the same force and effect as though expressly made at
and as of the Closing Time, (iii) the ABN AMRO Parties shall have complied in
all material respects with all agreements and satisfied all conditions on their
part to be performed or satisfied at or prior to the Closing Time, and (iv) no
stop order suspending the effectiveness of the Registration Statement has been
issued and, to such officer's knowledge, no


                                      21


proceedings for that purpose have been instituted or are pending or are
contemplated by the Commission.

         (i) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Representatives shall have received from Ernst & Young
Accountants a letter, dated as of the date hereof, in form and substance
reasonably satisfactory to the Representatives, together with signed or
reproduced copies of such letter for each of the other Underwriters, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectus, including reports incorporated by reference therein.

         (j) Bring-down Comfort Letter. At the Closing Time, the
Representatives shall have received from Ernst & Young a letter, dated as of
the Closing Time, to the effect that they reaffirm the statements made in the
letter furnished pursuant to subsection (j) of this Section, except that the
specified date referred to shall be a date not more than five business days
prior to the Closing Time.

         (k) Maintenance of Rating. At the Closing Time, the Trust Preferred
Securities and the LLC Preferred Securities shall be rated at least "A2" by
Moody's Investors Service and "A" by Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc. , and the ABN AMRO Parties shall have delivered
to the Representatives a letter dated the Closing Time, from each such rating
agency, or other evidence satisfactory to the Representatives, confirming that
the Trust Preferred Securities and the LLC Preferred Securities have such
ratings. Since the date of this Agreement, there shall not have occurred a
downgrading in the rating assigned to the securities of any of the ABN AMRO
Parties by any "nationally recognized statistical rating agency," as that term
is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act,
and no such organization shall have publicly announced that it has under
surveillance or review, that does not indicate an improvement, its rating of
any securities of any of the ABN AMRO Parties.

         (l) Approval of Listing. At the Closing Time, the Trust Preferred
Securities shall have been approved for listing on the New York Stock Exchange
and Euronext, subject only to official notice of issuance, and approved for
settlement through The Depository Trust Company ("DTC"), Euroclear and
Clearstream.

         (m) Over-Allotment Option. In the event that the Underwriters exercise
their option to purchase all or any portion of the Option Offered Securities,
the representations and warranties of the ABN AMRO Parties contained herein and


                                      22


the statements in any certificates furnished by the ABN AMRO Parties hereunder
shall be true and correct as of each Date of Delivery, and, at the relevant
Date of Delivery, the Representatives shall have received:

                  (i) A certificate, dated such Date of Delivery, of officers
         of each of the ABN AMRO Parties, confirming that the certificate
         delivered at the Closing Time pursuant to Section 6(h) hereof remains
         true and correct as of such Date of Delivery.

                  (ii) The favorable opinion of Clifford Chance Limited
         Liability Partnership, Netherlands counsel to the Guarantor, in form
         and substance satisfactory to counsel for the Underwriters, dated such
         Date of Delivery, relating to the Option Offered Securities and
         otherwise to the same effect as the opinion required by Section 6(b)
         hereof.

                  (iii) The favorable opinion of Davis, Polk & Wardwell, U.S.
         counsel to the ABN AMRO Parties, in form and substance satisfactory to
         counsel for the Underwriters, dated such Date of Delivery, relating to
         the Option Offered Securities and otherwise to the same effect as the
         opinion required by Section 6(c) hereof.

                  (iv) The favorable opinion of Richards, Layton & Finger,
         P.A., Delaware counsel to ABN AMRO Parties, in form and substance
         satisfactory to counsel for the Underwriters, dated such Date of
         Delivery, relating to the Option Offered Securities and otherwise to
         the same effect as the opinion required by Section 6(d) hereof.

                  (v) The favorable opinion of Mayer, Brown, Rowe & Maw,
         counsel for the Underwriters, dated such Date of Delivery, relating to
         the Option Offered Securities and otherwise to the same effect as the
         opinion required by Section 6(e) hereof.

                  (vi) The favorable opinion of Emmet, Marvin & Martin, counsel
         for the TIA Trustees, in form and substance satisfactory to counsel
         for the Underwriters, dated such Date of Delivery, relating to the
         Option Offered Securities and otherwise to the same effect as the
         opinion required by Section 6(f) hereof.

                  (vii) The favorable opinion of Clifford Chance Limited
         Liability Partnership, special Netherlands tax counsel to the ABN AMRO
         Parties, in form and substance satisfactory to counsel for the
         Underwriters, dated such Date of Delivery, relating to the Option
         Offered Securities and otherwise to the same effect as the opinion
         required by Section 6(g) hereof.


                                      23


                  (viii) A letter from Ernst & Young, in form and substance
         satisfactory to the Representatives and dated such Date of Delivery,
         substantially in the same form and substance as the letter furnished
         to the Representatives pursuant to Section 6(i) hereof, except that
         the "specified date" on the letter furnished pursuant to this
         paragraph shall be a date not more than three business days prior to
         such Date of Delivery.

                  (ix) Since the date of this Agreement, there shall not have
         occurred a downgrading in, or withdrawal of, the rating assigned to
         the securities of any of the ABN AMRO Parties by any "nationally
         recognized statistical rating agency," as that term is defined by the
         Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no
         such organization shall have publicly announced that it has under
         surveillance or review, that does not indicate an improvement, its
         rating of any securities of any of the ABN AMRO Parties.

         (n) Additional Documents. At the Closing Time, and at each Date of
Delivery, counsel for the Underwriters shall have been furnished with such
documents as they may reasonably require for the purpose of enabling them to
pass upon the issuance and sale of the Offered Securities as herein
contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the ABN AMRO Parties in
connection with the issuance and sale of the Offered Securities as herein
contemplated shall be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

         (o) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled in all material respects when and as
required to be fulfilled, this Agreement (or, with respect to the Underwriters'
exercise of any applicable over allotment option for the purchase of Option
Offered Securities on a Date of Delivery after the Closing Time, the
obligations of the Underwriters to purchase the Option Offered Securities on
such Date of Delivery) may be terminated by the Representatives by notice to
the ABN AMRO Parties at any time at or prior to the Closing Time (or such Date
of Delivery, as applicable), and such termination shall be without liability of
any party to any other party except as provided in Section 5 and except that
Sections 1, 7, 8 and 9 shall survive any such termination and remain in full
force and effect.

         Section 7. Indemnification.

         (a) Indemnification of Underwriters. The ABN AMRO Parties agree,
jointly and severally, to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, as follows:


                                      24


                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement
         or alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information, if applicable, or the omission or alleged omission
         therefrom of a material fact required to be stated therein or
         necessary to make the statements therein not misleading or arising out
         of any untrue statement or alleged untrue statement of a material fact
         contained in any preliminary prospectus or the Prospectus (or any
         amendment or supplement thereto), or the omission or alleged omission
         therefrom of a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or
         threatened, or of any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission, provided that (subject to Section 7(d) below) any such
         settlement is effected with the written consent of the Guarantor; and

                  (iii) against any and all expense whatsoever, as incurred
         (including, subject to Section 7(c) hereof, the fees and disbursements
         of counsel chosen by the Representatives), reasonably incurred in
         investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under (i) or
         (ii) above;

         provided, however, that the indemnity set forth in this Section 7(a)
shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the ABN AMRO Parties by any Underwriter through the
Representatives expressly for use in the Registration Statement (or any
amendment thereto), including the Rule 430A Information, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         The foregoing indemnity with respect to any untrue statement or
alleged untrue statement contained in or omission or alleged omission from a
preliminary prospectus shall not inure to the benefit of the Underwriter (or
any person


                                      25


controlling such Underwriter) from whom the person asserting any loss,
liability, claim, damage or expense purchased any of the Offered Securities
which are the subject thereof if the ABN AMRO Parties shall sustain the burden
of proving that such person was not sent or given a copy of the Prospectus (or
the Prospectus as amended or supplemented) if so required by law at or prior to
the written confirmation of the sale of such Offered Securities to such person
and the untrue statement contained in or omission from such preliminary
prospectus was corrected in the Prospectus (or the Prospectus as amended or
supplemented) and the ABN AMRO Parties had previously furnished copies thereof
to such Underwriter.

         (b) Indemnification of Company, Directors and Officers. Each
Underwriter, severally in proportion to its respective purchase obligation and
not jointly, agrees to indemnify and hold harmless the ABN AMRO Parties,
directors or Supervisory or Managing Board members or the equivalent of the ABN
AMRO Parties, the Issuer Trustees of the Trust, each of the officers of the ABN
AMRO Parties who signed the Registration Statement, and each person, if any,
who controls any of the ABN AMRO Parties within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the ABN AMRO Parties by such Underwriter
through the Representatives expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

         (c) Actions Against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it
is not materially prejudiced as a result thereof and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. In the case of parties indemnified pursuant to
Section 7(a) above, counsel to the indemnified parties shall be selected by the
Representatives, and, in the case of parties indemnified pursuant to Section
7(b) above, counsel to the indemnified parties shall be selected by the ABN
AMRO Parties, provided that if it so elects within a reasonable time after
receipt of such notice, an indemnifying party, jointly with any other
indemnifying parties receiving such notice, may assume the defense of such
action with counsel chosen by it and approved by the


                                      26


indemnified parties defendant in such action (which approval shall not be
unreasonably withheld), unless such indemnified parties reasonably object to
such assumption on the ground that there may be legal defenses available to
them which are different from or in addition to those available to such
indemnifying party. If an indemnifying party assumes the defense of such
action, the indemnifying parties shall not be liable for any fees and expenses
of counsel for the indemnified parties incurred thereafter in connection with
such action. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any one
firm of local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 7 or Section 8 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

         (d) Settlement Without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for reasonable fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement. Notwithstanding the immediately preceding
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, an indemnifying party shall not be liable for any settlement of the
nature contemplated by Section 7(a)(ii) effected without its consent if such
indemnifying party (i) reimburses such indemnified party in accordance with
such request to the extent it considers such request to be reasonable and (ii)
provides written notice to the indemnified party


                                      27


substantiating the unpaid balance as unreasonable, in each case prior to the
date of such settlement.

         Section 8. Contribution.

         If the indemnification provided for in Section 7 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the ABN AMRO Parties on the one hand
and the Underwriters on the other hand from the offering of the Offered
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the ABN AMRO Parties on the one hand and
of the Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

         The relative benefits received by the ABN AMRO Parties on the one hand
and the Underwriters on the other hand in connection with the offering of the
Offered Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Offered Securities pursuant to this Agreement (before deducting expenses but
after deducting the total underwriting commission received by the Underwriters)
received by the ABN AMRO Parties and the total underwriting commission received
by the Underwriters, in each case as set forth on the cover of the Prospectus,
bear to the aggregate initial public offering price of the Offered Securities
as set forth on such cover.

         The relative fault of the ABN AMRO Parties on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the ABN AMRO Parties or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The ABN AMRO Parties and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 8. The
aggregate amount


                                      28


of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 8 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 8, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Trust Preferred Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
any such untrue or alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter,
and each director or Supervisory or Managing Board member or the equivalent of
the ABN AMRO Parties, the Regular Trustees of the Trust, each officer of the
ABN AMRO Parties who signed the Registration Statement, and each person, if
any, who controls any of the ABN AMRO Parties within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the ABN AMRO Parties. The Underwriters' respective obligations
to contribute pursuant to this Section 8 are several in proportion to the
number of Trust Preferred Securities set forth opposite their respective names
in Schedule A hereto and not joint.

         Section 9. Representations, Warranties and Agreements to Survive
Delivery.

         All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the ABN AMRO Parties or any of
their subsidiaries submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or controlling person, or by or on behalf of the ABN AMRO
Parties, and shall survive delivery of the Trust Preferred Securities to the
Underwriters.

         Section 10. Termination of Agreement.


                                      29


         (a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Guarantor or AANAH, at any time at or prior to the
Closing Time or any relevant Date of Delivery (i) if there has been, since the
time of execution of this Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings or business affairs or
business prospects of the ABN AMRO Parties and their subsidiaries taken as a
whole, whether or not arising in the ordinary course of business, or (ii) if
there has occurred any material adverse change in the financial markets in the
United States or the international financial markets, any outbreak of
hostilities or escalation thereof, declaration by the United States or the
Netherlands of a national emergency or war or other calamity or crisis or any
change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Representatives,
impracticable to market the Trust Preferred Securities or to enforce contracts
for the sale of the Trust Preferred Securities, or (iii) if trading in any
securities of the ABN AMRO Parties has been suspended or materially limited by
the Commission, the New York Stock Exchange, or Euronext or if trading
generally on the American Stock Exchange or the New York Stock Exchange or
Euronext or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such
system or by order of the Commission, the National Association of Securities
Dealers, Inc. or any other governmental authority, or (iv) if a banking
moratorium has been declared by either Federal, New York State, Illinois or
Netherlands authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 5 hereof, and provided further that
Sections 1, 7, 8 and 9 shall survive such termination and remain in full force
and effect.

         Section 11. Default by One or More of the Underwriters.

         If one or more of the Underwriters shall fail at the Closing Time or
the relevant Date of Delivery, as the case may be, to purchase the Trust
Preferred Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but
not less than all, of the Defaulted Securities in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the Representatives
shall not have completed such arrangements within such 24-hour period, then:


                                      30


                  (i) if the number of Defaulted Securities does not exceed 10%
         of the aggregate number of the Trust Preferred Securities to be
         purchased hereunder, each of the non-defaulting Underwriters shall be
         obligated, severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Underwriters, or

                  (ii) if the number of Defaulted Securities exceeds 10% of the
         aggregate number of the Trust Preferred Securities to be purchased
         hereunder, this Agreement (or, with respect to the Underwriters'
         exercise of any applicable over allotment option for the purchase of
         Option Offered Securities on a Date of Delivery after the Closing
         Time, the obligations of the Underwriters to purchase, and the ABN
         AMRO Parties to sell, such Option Offered Securities on such Date of
         Delivery) shall terminate without liability on the part of any
         non-defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a
termination of this Agreement or (ii) in the case of a Date of Delivery after
the Closing Time, a termination of the obligations of the Underwriters and the
ABN AMRO Parties with respect to the related Option Offered Securities, as the
case may be, either the Representatives or the Guarantor or AANAH shall have
the right to postpone the Closing Time or the relevant Date of Delivery, as the
case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements.

         Section 12. Notices.

         All notices, requests, statements and other communications hereunder
shall be in writing and shall be delivered or sent by mail, messenger or any
standard form of telecommunication. Notices to the Underwriters shall be
directed to the Representatives c/o ABN AMRO Incorporated, 55 E. 52nd Street,
New York, New York 10055, Attention: Vincent Murray - Syndications (fax no.:
212-314-1475); and notices to the Guarantor shall be directed to ABN AMRO
Holding N.V. at Foppingadreef 22, 1102 BS, Amsterdam, Attention: Group Asset
and Liability Management, (fax no.: 31 20 383 4830), to AANAH, LaSalle Funding,
LaSalle Bank, the Trust and the LLC shall be directed to AANAH, 135 S. LaSalle
Street, Chicago, Il 60603, Attention: Chief Legal Officer, with copies to Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, Attention:
Margaret Tahyar, Esq. Any such notice, request, statement or communication
shall be effective upon receipt thereof.


                                      31


         Section 13. Parties.

         This Agreement shall inure to the benefit of and be binding upon the
Underwriters, and the ABN AMRO Parties and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters and the ABN
AMRO Parties and their respective successors and the controlling persons and
officers and directors and Supervisory and Managing Board members or the
equivalent referred to in Sections 7 and 8 and Regular Trustees and their heirs
and legal representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the ABN AMRO Parties and
their respective successors, and said controlling persons and officers and
directors and Supervisory and Managing Board members or the equivalent and
Regular Trustees and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation. No purchaser of Trust Preferred
Securities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

         Section 14. Governing Law and Jurisdiction.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER
TO NEW YORK CITY TIME.

         (b) Submission to Jurisdiction. Each of the Guarantor and the Bank
irrevocably consents and agrees, for the benefit of each Underwriter, that any
legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this
Agreement may be brought in the courts of the State of New York or the courts
of the United States of America located in The City of New York and until
amounts due and to become due in respect of the Offered Securities or otherwise
under this Agreement have been paid, hereby irrevocably consents and submits to
the non-exclusive jurisdiction of each such court in personam, generally and
unconditionally with respect to any such action, suit or proceeding for itself
and in respect of its properties, assets and revenues. Service of process upon
AANAH in any such action, suit or proceeding shall be deemed in every respect
service of process upon the Guarantor and the Bank. The Guarantor and the Bank
hereby irrevocably and unconditionally waive, to the fullest extent permitted
by law, except as otherwise provided for in the Transaction Documents, any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions, suits or proceedings brought in the United States
Federal courts located in


                                      32


The City of New York or the courts of the State of New York and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. The provisions of this Section 14
shall survive any termination of this Agreement, in whole or in part.

         (c) No Sovereign Immunity. To the extent that the Guarantor, the Bank
or any of their properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any thereof, from setoff or counterclaim, from the
jurisdiction of any court, from service of process from attachment upon or
prior to judgment, from attachment in aid of execution or judgment, or from
execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which
proceedings may at any time be commenced, with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with
this Agreement, the Transaction Documents or the Offered Securities, the
Guarantor and the Bank hereby irrevocably and unconditionally waive, and agree
not to plead or claim, any such immunity and consents to such relief and
enforcement.

         (d) Judgment Currency. The Guarantor and the Bank agree to indemnify
the Underwriters against any loss incurred by the Underwriters, as a result of
any judgment or order given or made for any amount due hereunder or under the
Offered Securities and such judgment or order being expressed and paid in a
currency (the "Judgment Currency") other than U.S. dollars (the "Obligation
Currency"), and as a result of any variation as between (i) the rate of
exchange at which the Obligation Currency amount is converted into Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which an Underwriter is able to purchase the Obligation Currency
with the amount of the Judgment Currency actually received by such Underwriter.
The foregoing indemnity shall constitute a separate and independent obligation
of the Guarantor and the Bank and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. In determining the
rate of exchange, any premiums and costs of exchange payable in connection with
the purchase of, or conversion into, the relevant currency shall be taken into
account.

         Section 15. 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.


                                     * * *


                                      33



          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the ABN AMRO Parties a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the Underwriters and the ABN AMRO Parties in accordance with
its terms.


                                     Very truly yours,


                                      ABN AMRO BANK N.V.

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

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

                                      ABN AMRO HOLDING N.V.

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

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









                                      ABN AMRO CAPITAL FUNDING TRUST VI

                                      By: LASALLE FUNDING LLC, as Depositor

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


                                      ABN AMRO CAPITAL FUNDING LLC VI

                                      By:  ABN AMRO NORTH AMERICA HOLDING
                                           COMPANY, as Sole Member

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


                                      LASALLE FUNDING LLC

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

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


                                      ABN AMRO NORTH AMERICA HOLDING COMPANY

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





                                      LASALLE BANK CORPORATION

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

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











CONFIRMED AND ACCEPTED,
     as of the date first above written:


ABN AMRO INCORPORATED
ABN AMRO FINANCIAL SERVICES, INC.
     Acting severally on behalf of itself
     and as Representatives of the other
     Underwriters named in Schedule A hereto.

By:  ABN AMRO INCORPORATED

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








                                   SCHEDULE A


- --------------------------------------------------------------------------------
     Name of Underwriter                   Number of Trust Preferred Securities
- --------------------------------------------------------------------------------
ABN AMRO Incorporated                                    2,000,000
- --------------------------------------------------------------------------------
ABN AMRO Financial Services, Inc.                        4,809,000
- --------------------------------------------------------------------------------
Banc of America Securities LLC                             238,200
- --------------------------------------------------------------------------------
Charles Schwab & Co., Inc.                                 238,200
- --------------------------------------------------------------------------------
Raymond James & Associates, Inc.                           238,200
- --------------------------------------------------------------------------------
U.S. Bancorp Piper Jaffray Inc.                            238,200
- --------------------------------------------------------------------------------
Wells Fargo Securities, LLC                                238,200
- --------------------------------------------------------------------------------




                                     SA-1



                                   SCHEDULE B

Final Terms and Conditions

Issuer:                              ABN AMRO Capital Funding Trust VI (the
                                     "Trust"), a Delaware statutory trust, is a
                                     direct wholly owned subsidiary of ABN AMRO
                                     North America Holding Company ("AANAH"),
                                     and is also an indirect wholly owned
                                     subsidiary of ABN AMRO Holding N.V. ("the
                                     Guarantor"). The sole assets of the Trust
                                     will be the LLC's Preferred Securities
                                     issued by ABN AMRO Capital Funding LLC V
                                     (the "LLC"). The LLC is organized as a
                                     limited liability company under the laws
                                     of the State of Delaware and is a direct
                                     wholly owned subsidiary of AANAH and an
                                     indirect wholly owned subsidiary of the
                                     Guarantor, and is the issuer of the LLC
                                     Preferred Securities. The sole assets of
                                     the LLC will be the Intercompany
                                     Securities to be issued by ABN AMRO Bank
                                     N.V. (the "Bank").

Guarantor:                           ABN AMRO Holding N.V., the holding company
                                     of the Bank, a public limited liability
                                     corporation organized under the laws of
                                     The Netherlands, and its successors.

Preferred Securities Ratings:        A2/A (Moody's/Standard & Poor's)

Pricing Date:                        September 25, 2003

Settlement Date:                     September 30, 2003

Maturity Date:                       Perpetual

Offer Price:                         $25.00 per Trust Preferred Security


                                     SB-1


Securities Offered:                  8,000,000 Noncumulative Guaranteed Trust
                                     Preferred Securities (the "Trust Preferred
                                     Securities")

Underwriting Fee:                    The Guarantor will pay a commission of
                                     $6,300,000 to the Underwriters.

Dividends:                           Dividends will be payable quarterly on the
                                     last day of September, December, March and
                                     June of each year commencing December 31,
                                     2003, at a fixed rate per annum of 6.25%
                                     of the liquidation preference on a
                                     non-cumulative basis.

Additional Amounts:                  All payments in respect of the Trust
                                     Preferred Securities will be made without
                                     withholding or deduction for or on account
                                     of any relevant tax, unless the
                                     withholding or deduction of such relevant
                                     tax is required by law. In that event, the
                                     Trust will pay, as further dividends, such
                                     additional amounts as may be necessary in
                                     order that the net amounts received by the
                                     holders of the Trust Preferred Securities
                                     after such withholding or deduction will
                                     equal the amount which would have been
                                     received in respect of the Trust Preferred
                                     Securities in the absence of such
                                     withholding or deduction.

Optional Redemption:                 The Trust Preferred Securities will be
                                     redeemed in whole or in part upon the
                                     redemption of the LLC Preferred
                                     Securities. The LLC Preferred Securities
                                     may be redeemed with the prior approval of
                                     the Dutch Central Bank and the Guarantor
                                     at the option of the LLC on any dividend
                                     date occurring on or after September 30,
                                     2008 at a redemption price equal to the
                                     liquidation preference plus any
                                     accumulated and unpaid Dividends.


                                     SB-2



Special Event Redemption:            The LLC will have the right to redeem in
                                     whole but not in part the LLC Preferred
                                     Securities, and consequently the Trust
                                     Preferred Securities upon the occurrence
                                     of a Capital Event, Tax Event, or
                                     Investment Company Event prior to
                                     September 30, 2008 at a redemption price
                                     equal to the liquidation preference plus
                                     any accumulated and unpaid Dividends. If
                                     an Investment Company Event occurs with
                                     respect to the LLC, the LLC preferred
                                     securities may be distributed to the
                                     holders of the trust preferred securities.
                                     If the LLC preferred securities are
                                     distributed, the Guarantor will use its
                                     commercially reasonable efforts to cause
                                     the LLC preferred securities to be listed
                                     on the New York Stock Exchange and
                                     Euronext or on such other national
                                     securities exchange or similar
                                     organization as the trust preferred
                                     securities are then listed or quoted.

Guarantee:                           The Guarantor will guarantee any payments
                                     with respect to Dividends and the
                                     Liquidation Preference of the Trust
                                     Preferred Securities and LLC Preferred
                                     Securities. The Guarantee constitutes an
                                     unsecured obligation of the Guarantor and
                                     will rank junior to all indebtedness of
                                     the Guarantor, pari passu with any parity
                                     guarantees and senior to its ordinary
                                     shares.

Regulatory Event:                    If a Regulatory Event occurs, then the
                                     Trust Preferred Securities issued by the
                                     Trust will be exchanged for perpetual,
                                     non-cumulative capital securities of ABN
                                     AMRO Bank N.V. A Regulatory Event occurs
                                     when the Bank is notified by the regulator
                                     to the effect that at any Initial
                                     Intercompany Security interest payment
                                     date, the Bank's capital adequacy ratio
                                     would, after such payment of such
                                     interest, be less than the minimum capital
                                     adequacy requirements as then applied and
                                     enforced by the regulator.

Use of Proceeds:                     All of the proceeds from the sale of the
                                     Trust Preferred Securities will be
                                     invested by the Trust in the LLC Preferred
                                     Securities. The LLC will use the funds
                                     from the sale of the LLC Preferred
                                     Securities, together with funds
                                     contributed by ABN AMRO North America
                                     Holding Company, in return for the LLC
                                     Common Securities, to make an investment
                                     in the Initial Intercompany Securities
                                     issued by ABN AMRO Bank N.V. (the "Bank").
                                     The Bank will use the proceeds from the
                                     sale of the Initial Intercompany
                                     Securities for general corporate purposes.

Greenshoe Option:                    The underwriters may purchase up to an
                                     additional 1,200,000 trust preferred
                                     securities (15% of the total trust
                                     preferred securities offered) at the
                                     public offering price solely to cover
                                     over-allotments within 30 days. If the
                                     underwriters exercise this option in whole
                                     or in part, ABN AMRO Holding N.V. will pay
                                     underwriting commissions as set forth
                                     above.

Listing:                             New York Stock Exchange and the Official
                                     Segment of the stock market of Euronext
                                     Amsterdam N.V.

DRD Eligible:                        No

CUSIP:                               00080V203

ISIN:                                US00080V2034

Listing:                             NYSE



                                     SB-3



                                   Exhibit A

         Form of Opinion of Clifford Chance Limited Liability Partnership

1.1      Corporate Status, Power and Capacity

1.1.1    Holding is registered as: (i) a public limited liability company
         (naamloze vennootschap), (ii) incorporated on 30 May 1990 and (iii)
         validly existing under the laws of The Netherlands.

         Bank is registered as: (i) a public limited liability company
         (naamloze vennootschap), (ii) incorporated on 7 February 1825 and
         (iii) validly existing under the laws of The Netherlands.

         The Companies have:

the corporate power and corporate capacity to execute the Documents to which
they are expressed to be a party, (in respect of Bank) to create and issue the
Intercompany Securities and to undertake and perform the obligations expressed
to be assumed by the Companies therein; and

taken all internal corporate action required by the Articles of Association and
by Dutch corporate law to approve and to authorise the same.

1.1.2    The court registry of the Civil Law Section (Sector Civiel Recht) of
         the Court of first instance (Rechtbank) of Amsterdam has confirmed to
         us by telephone at the time and date hereof that the Companies have
         not been declared bankrupt (failliet) and have not been made the
         subject of Special Measures at the time and the date hereof.

1.1.3    The Chamber has confirmed to us by telephone on the time and date
         hereof that:

         (a)      the Companies have not registered a voluntary winding-up
                  resolution;

         (b)      such Chamber is not itself taking any steps to have the
                  Companies dissolved;

         (c)      it has not registered an order placing any assets of the
                  Companies under administration (onderbewindstelling); and


                                      A-1


         (d)      there is no registration of any order by the Court of first
                  instance (Rechtbank) for the dissolution (ontbinding en
                  vereffening) of the Companies.

1.1.4    The searches and enquiries referred to above do not determine
         conclusively whether or not the matters or events enquired after have
         occurred or not. There is no formal register of judgments,
         declarations or orders referred to in paragraph 1.1.2 or 1.1.3 (c) or
         (d) above.

1.2      Execution of Intercompany Securities and other Documents

1.2.1    When any Intercompany Securities are duly executed on behalf of Bank
         in the manner set out in such counsel's opinion and completed,
         authenticated, delivered and paid for in accordance with the terms of
         the Documents, such Intercompany Securities have been validly executed
         by Bank and constitute the valid and legally binding obligations of
         Bank enforceable against it in accordance with their terms.

1.2.2    Each of the other Documents to which it is expressed to be a party,
         when executed by all parties thereto and on behalf of the Companies in
         the manner set out in such counsel's opinion, has been validly
         executed and delivered on behalf of the Companies and constitutes the
         valid and legally binding obligations of the Companies enforceable
         against them in accordance with their respective terms.

1.3      Authorisations, Consents and Approvals

         No authorisations, consents or approvals of, and no licence or order
         of, any court, governmental agency or body of The Netherlands are
         required under the laws and regulations of The Netherlands for (or in
         connection with):

         (i)      the creation, issue and offering of the Intercompany
                  Securities in or from The Netherlands;

         (ii)     the execution by the Companies of the Documents to which they
                  are expressed to be a party and the performance of their
                  respective obligations thereunder; or

         (iii)    the payment by the Companies, when due, of all sums which
                  they may be liable to pay in respect of the Intercompany
                  Securities or under the


                                      A-2


                  other Documents to which they are expressed to be a party in
                  the currency in which they are stated to be payable.

1.4      Conflict with Laws or Articles of Association

         In themselves, none of the matters referred in paragraphs 1.3 (i)
         through (iii) conflicts or will conflict with or result in a breach of
         any provision of (or constitute a breach of or default under):

         (i)      the Articles of Association; or

         (ii)     any law or generally applicable regulation of The Netherlands
                  to which the Companies are subject,

         which would make the Documents, or parts thereof, null or void or
         subject to avoidance or nullification in The Netherlands.

1.5      Qualification to do Business

         It is not necessary under the laws of The Netherlands (a) in order to
         enable any party thereto (other than the Companies) to enforce its
         rights under the Documents or (b) by reason of the execution of the
         Documents or the performance by it of its obligations thereunder, that
         any party thereto (other than the Companies) should be licensed,
         qualified or otherwise entitled to carry on business in The
         Netherlands.

1.6      Filings and Registrations

         It is not necessary under the laws of The Netherlands to notarise,
         file, register or otherwise record in any public office or elsewhere
         the Documents, or to comply with any other formality in relation
         thereto in order to ensure the validity, effectiveness, enforceability
         or admissibility in evidence of the Documents or any other documents
         relating thereto. However the Companies are obliged to comply with (a)
         all reporting obligations to DNB under the ASCS and (b) all
         notification, reporting and registration requirements of DNB in
         connection with the issue of the Intercompany Securities and all
         payments in respect of the Documents to or from non-residents of The
         Netherlands in accordance with the General Reporting Instructions 2003
         (Rapportagevoorschriften betalingsbalansrapportages 2003) issued by
         DNB pursuant to the External Financial Relations Act 1994 (Wet
         financiele


                                      A-3


         betrekkingen buitenland 1994), although a failure to perform any of
         the foregoing formalities should not adversely affect the validity,
         effectiveness, enforceability or admissibility in evidence of the
         Documents or any payment made or to be made thereunder.

1.7      Submission to Jurisdiction

1.7.1    The submission by the Companies to the jurisdiction of (a) the courts
         of the State of New York with regard to any proceedings arising out of
         or in relation to the Documents (other than the Dutch Documents) and
         (b) the courts of The Netherlands with regard to any proceedings
         arising out of or in relation to the Dutch Documents, is valid and
         binding upon the Companies.

1.7.2    Notwithstanding a contractual provision to the contrary, however, the
         competent court in The Netherlands may assume jurisdiction (i)
         pursuant to Article 254 of the Dutch Code of Civil Procedure (Wetboek
         van Burgerlijke Rechtsvordering) in urgent matters, when, in view of
         the interests of the parties, provisional measures are required, or
         (ii) to allow provisional measures for the duration of the litigation
         at the request of each party to pending litigation pursuant to Article
         223 of the Dutch Code of Civil Procedure. Furthermore, notwithstanding
         any contractual provision to the contrary, jurisdiction of Dutch
         courts may arise in the context of an attachment against the Companies
         or any of their respective assets.

1.8      Enforceability of Foreign Judgments in The Netherlands

1.8.1    In the absence of an applicable treaty or convention providing for the
         recognition and enforcement of judgements in civil and commercial
         matters which is binding in The Netherlands, a judgement rendered by a
         foreign court against the Companies in an action instituted in the
         manner contemplated by the relevant instrument based on one or more of
         the Documents (other than the Dutch Documents) will not be recognised
         and enforced by the courts of The Netherlands.

1.8.2    In order to obtain a judgement that is enforceable against the
         Companies, it will be necessary to relitigate the matter before the
         competent court of The Netherlands and to submit the judgement
         rendered by the foreign court in the course of such proceedings, in
         which case the Netherlands courts may give such effect to the foreign
         judgement as it deems appropriate. There are no


                                      A-4


         treaties between The Netherlands and the United States of America on
         the recognition and enforcement of civil or commercial judgements.
         However, according to current practice, based upon case law,
         Netherlands courts will in all probability recognise, give "res
         juridicata" to and render a judgement in accordance with a foreign
         judgement if and to the extent that the following conditions are met:

         (i)      the foreign court rendering the judgement has jurisdiction
                  over the matter on internationally accepted grounds (e.g. if
                  the parties have agreed, for example in a contract, to submit
                  their disputes to the foreign court) and has conducted the
                  proceedings in accordance with generally accepted principles
                  of fair trial (e.g. after proper service of process);

         (ii)     the foreign judgement is final and definitive; and

         (iii)    such recognition is not in conflict with Netherlands policy
                  (i.e. a fundamental principle of Netherlands law) or an
                  existing Netherlands judgement.

1.9      Choice of Law

         The courts of The Netherlands will observe and give effect to the
         choice of the laws of (a) the State of New York as the law governing
         the Documents (other than the Dutch Documents) and (b) The Netherlands
         as the law governing the Dutch Documents in any proceedings in
         relation such documents but when applying New York State law as the
         law governing the Documents (other than the Dutch Documents), the
         courts of competent jurisdiction of The Netherlands, if any, by virtue
         of the 1980 Rome Convention on the Law Applicable to Contractual
         Obligations (the "Rome Convention"):

         (i)      may give effect to the mandatory rules of law of another
                  country with which the situation has a close connection, if
                  and insofar as, under the law of the latter country, those
                  rules must be applied whatever the law applicable to the
                  Documents (article 7(1) Rome Convention);

         (ii)     will apply the law of The Netherlands in a situation where it
                  is mandatory irrespective of the law otherwise applicable to
                  the Documents (article 7(2) Rome Convention);


                                      A-5


         (iii)    may refuse to apply New York State law if such application is
                  manifestly incompatible with the public policy of The
                  Netherlands (article 16 Rome Convention); and

         (iv)     shall have regard to the law of the country in which
                  performance takes place in relation to the manner of
                  performance and the steps to be taken in the event of
                  defective performance (article 10(2) Rome Convention).

1.10     Guarantee Agreements

1.10.1   As the Trust Guarantee Agreement and the LLC Guarantee Agreement (the
         "Guarantee Agreements") by their terms are guarantees for the benefit
         of each Holder from time to time of a Trust Security or an LLC
         Preferred Security, as the case may be, and contain a provision to the
         effect that no rights thereunder shall exist for a Holder or former
         Holder other than those of such Holder with respect to the Trust
         Securities or LLC Preferred Security held by him, it is our view that
         the rights of a Holder under the Dutch Security, with respect to a
         Trust Security or an LLC Preferred Security, as the case may be, that
         is transferred to a subsequent Holder, will be transferred as a matter
         of law to that subsequent Holder, pursuant to section 6:251 of the
         Netherlands Civil Code. It should be noted, however, that we are not
         aware of any legal precedent concerning such a transfer or of any
         legal writer specifically addressing this issue. Furthermore, section
         6:251 of the Netherlands Civil Code is not applicable in the case of a
         transfer of a Trust Security or an LLC Preferred Security as a
         consequence of a general transfer (onder algemene titel) of assets of
         a Holder (such as may be the case inter alia upon a legal merger or
         upon a person's death). In that case the rules applicable to such
         general transfer should decide as to the effects of such transfer on
         the rights under the Guarantee Agreements.

1.10.2   In addition to a transfer under section 6:251 of the Netherlands Civil
         Code a subsequent Holder of a Trust Security or an LLC Preferred
         Security, as the case may be, may, as long as the agreements pursuant
         to which the Guarantee Agreements are created continue unaltered,
         become entitled to the rights under the Guarantee Agreements with
         respect to that Trust Security or an LLC Preferred Security, as the
         case may be, by accepting the third party beneficiary right
         (derdenbeding) set forth in Section 5.09 of the Guarantee Agreements.
         As the third party beneficiary right is irrevocable and without
         consideration for the


                                      A-6


         subsequent Holder pursuant to Section 5.09 of the Guarantee
         Agreements, such subsequent Holder is under section 6:253 sub
         paragraph 4 of the Netherlands Civil Code deemed to have accepted such
         right, if he has become aware of the right and has not immediately
         rejected it. It should be noted that acceptance by a subsequent Holder
         of a Trust Security or an LLC Preferred Security, as the case may be,
         of the rights under the Guarantee Agreements after Holding has been
         declared bankrupt or become subject to Special Measures or otherwise
         has lost the legal capacity to enter into an agreement with the
         subsequent Holder will not be effective.

1.11     Taxation

         We hereby confirm the opinion set forth in the Prospectus Supplement
         under the caption "Taxation-Netherlands Taxation". The discussion set
         forth in the Prospectus Supplement under such caption is an accurate
         summary of the Netherlands tax matters described therein.







                                      A-7



                                   Exhibit B

                    Form of Opinion of Davis Polk & Wardell


1.   Assuming the due authorization, execution and delivery by the parties
     thereto, each of the Trust Guarantee, the LLC Guarantee, the Trust
     Agreement and the LLC Agreement have been qualified under the 1939 Act;

2.   None of ABN AMRO Parties is, or after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds
     therefrom as described in the Prospectus, will be required to register as
     an "investment company" under the 1940 Act;

3.   No consent, approval, registration, filing, authorization or order of, or
     qualification with, any governmental body or agency under United States
     federal or New York state law that in our experience is normally
     applicable in relation to transactions of the type contemplated by the
     Underwriting Agreement, is required for the performance by the ABN AMRO
     Parties of their obligations under the Underwriting Agreement except such
     as have been obtained and such as may be required under state securities
     or Blue Sky laws in connection with the offer and sale of the Offered
     Securities;

4.   The performance by the ABN AMRO Parties of their respective obligations
     under the Underwriting Agreement and the Transaction Documents will not
     contravene any statute of the State of New York or the United States, or
     any order, rule or regulation of any governmental agency or body of the
     United States or the State of New York that in our experience is normally
     applicable to transactions of the type contemplated by the Underwriting
     Agreement and the Transaction Documents;

5.   Assuming the Underwriting Agreement has been duly authorized, executed and
     delivered by the Guarantor and the Bank insofar as Dutch law is concerned,
     the Underwriting Agreement has been duly authorized, executed and
     delivered by the Guarantor, the Bank and AANAH and is a valid and binding
     agreement of each of the Guarantor, the Bank and AANAH, except as rights
     to indemnity and contribution thereunder may be limited by applicable law;

6.   Assuming each of the Services Agreement, the Intercompany Securities, the
     Trust Agreement and the LLC Agreement has been duly authorized, executed
     and delivered by the Guarantor insofar as Dutch law is concerned, each of
     them has been duly authorized, executed and delivered by the ABN AMRO


                                      B-1


     Parties and is a valid and binding agreement of each of the ABN AMRO
     Parties, enforceable against each of the ABN AMRO Parties in accordance
     with its terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
     or similar laws now or hereafter in effect relating to or affecting
     creditors' rights generally and by general principles of equity
     (regardless of whether enforceability is considered in a proceeding at law
     or in equity);

7.   To the best of our knowledge, there is no pending or threatened action,
     suit or proceeding before any New York or federal court or governmental
     agency, authority or body involving the ABN AMRO Parties or any of their
     subsidiaries of a character required to be disclosed in the Prospectus
     that is not adequately disclosed as required;

8.   Assuming each of the Trust Guarantee, the LLC Guarantee and the Contingent
     Guarantee (together with the Trust Securities Guarantee and the Company
     Preferred Securities Guarantee, the "Guarantees") has been duly
     authorized, executed and delivered by the Guarantor insofar as Dutch law
     is concerned, Sections 3 and 4 of the Guarantees each constitute a valid
     and binding agreement of Holding, enforceable against Holding in
     accordance with its terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
     conveyance or similar laws now or hereafter in effect relating to or
     affecting creditors' rights generally and by general principles of equity
     (regardless of whether enforceability is considered in a proceeding at law
     or in equity);

9.   Assuming the due authorization, execution and delivery by the parties
     thereto, the Perpetual Non-Cumulative Capital Securities will constitute a
     valid and binding agreement of each ABN AMRO Party thereto, enforceable
     against such ABN AMRO Party in accordance with its terms, except as the
     enforceability thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or similar laws now or
     hereafter in effect relating to or affecting creditors' rights generally
     and by general principals of equity (regardless of whether enforceability
     is considered in a proceeding at law or in equity);

10.  We have considered the statements included in the Prospectus under the
     captions "Taxation-U.S. Taxation," "Prospectus Summary--The Trust,"
     "Prospectus Summary--The LLC," "Prospectus Summary--The Formation,"
     "Prospectus Summary --The Offering," "ABN AMRO Capital Funding Trust V,"
     "ABN AMRO Capital Funding LLC V," "Description of the Trust Securities,"
     "Description of the Perpetual Non-cumulative Capital Securities,"
     "Description of the LLC Securities," "Description of the Guarantees and the


                                      B-2


     Contingent Guarantee," "Description of the Initial Intercompany
     Securities" and "Certain ERISA Considerations". In our opinion, in each
     case insofar as such statements constitute a summary of the legal matters
     or documents referred to therein, such statements fairly present in all
     material respects such legal matters or documents and insofar as such
     statements purport to summarize certain federal income tax laws of the
     United States, such statements constitute a fair summary of the principal
     U.S. federal income tax consequences of an investment in the Trust
     Preferred Securities.

     We have not ourselves checked the accuracy or completeness of, or
otherwise verified the information furnished with respect to, other matters in
the Registration Statement or the Prospectus, but we have generally reviewed
and discussed with certain officers and employees of, and Dutch counsel and
independent accountants for, the ABN AMRO Parties and with representatives of
the Underwriters and counsel for the Underwriters the information furnished,
whether or not subject to our check and verification. On the basis of such
consideration, review and discussion, but without independent check and
verification, except as stated, (1) the Registration Statement and the
Prospectus (except for financial statements and other financial and statistical
data included or incorporated by reference therein and the related Form T-1s
filed on Form 305B2, as to which we do not express any belief) appear on their
face to be appropriately responsive in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, (2) nothing has come to our attention that has caused us to believe
that (except for financial statements and other financial and statistical data
included or incorporated by reference therein and the related Form T-1s filed
on Form 305B2, as to which we do not express any belief) the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus, in each case as of its date and as of the date hereof, included any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (3) the documents
incorporated by reference in the Prospectus (except for financial statements
and other financial and statistical data included therein, as to which we do
not express any belief) comply as to form in all material respects with the
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder. For purposes of clauses
(1), (2) and (3) of this paragraph, the term "financial data" includes, without
limitation, the data required to be included in the Registration Statement and
Prospectus under the Act by Guide 3, Statistical Disclosure by Bank Holding
Companies.




                                      B-3



                                   Exhibit C

                   Form of Opinion of Emmet, Marvin & Martin

     1. BNY Midwest Trust Company, as Property Trustee, Guarantee Trustee and
Manager Trustee (collectively, the "BNY Trustee"), is an Illinois trust company
organized and validly existing and in good standing under the laws of Illinois
and is authorized and qualified to accept the trusts imposed by the Trust
Agreement and to act as Property Trustee under the Trust Agreement for the
Trust Preferred Securities.

     2. Each of the Transaction Documents has been duly authorized, executed
and delivered by the BNY Trustee.



                                      C-1

EX-4.1

                                                                     EXHIBIT 4.1

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



                              AMENDED AND RESTATED


                                TRUST AGREEMENT


                                       OF


                       ABN AMRO CAPITAL FUNDING TRUST VI





                         DATED AS OF September 30, 2003









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





                               TABLE OF CONTENTS
                                ---------------

                                                                            PAGE


                                   ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

Section 1.01.  Definitions.....................................................1

                                   ARTICLE 2
                              TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application...............................12
Section 2.02.  Lists of Holders of Trust Securities...........................13
Section 2.03.  Reports by the Property Trustee................................13
Section 2.04.  Periodic Reports to Property Trustee...........................13
Section 2.05.  Evidence of Compliance with Conditions Precedent...............13
Section 2.06.  Trust Enforcement Events; Waiver...............................13
Section 2.07.  Trust Enforcement Event; Notice................................15

                                   ARTICLE 3
                                  ORGANIZATION

Section 3.01.  Name...........................................................16
Section 3.02.  Office.........................................................16
Section 3.03.  Purpose........................................................16
Section 3.04.  Authority......................................................16
Section 3.05.  Title to Property of the Trust.................................17
Section 3.06.  Powers and Duties of the Regular Trustees......................17
Section 3.07.  Prohibition of Actions by the Trust and the Trustees...........19
Section 3.08.  Powers and Duties of the Property Trustee......................20
Section 3.09.  Certain Duties and Responsibilities of the Property Trustee....22
Section 3.10.  Certain Rights of Property Trustee.............................24
Section 3.11.  Delaware Trustee...............................................27
Section 3.12.  Execution of Documents.........................................28
Section 3.13.  Not Responsible for Recitals or Issuance of Trust Securities...28
Section 3.14.  Duration of Trust..............................................28
Section 3.15.  Mergers........................................................28
Section 3.16 . Substitution Event.............................................30



                                   ARTICLE 4
                                   GUARANTOR

Section 4.01.  Responsibilities of the Guarantor..............................30
Section 4.02.  Indemnification and Expenses of the Trustee....................31
Section 4.03.  Covenants of the Guarantor.....................................31

                                   ARTICLE 5
                         TRUST COMMON SECURITIES HOLDER

Section 5.01.  AANAH's Purchase of Trust Common Securities....................33

                                   ARTICLE 6
                                    TRUSTEES

Section 6.01.  Number of Trustees.............................................33
Section 6.02.  Delaware Trustee...............................................33
Section 6.03.  Property Trustee; Eligibility..................................34
Section 6.04.  Qualifications of Regular Trustees and Delaware Trustee
               Generally......................................................34
Section 6.05.  Regular Trustees...............................................35
Section 6.06.  Delaware Trustee...............................................35
Section 6.07.  Appointment, Removal and Resignation of Trustees...............35
Section 6.08.  Vacancies among Trustees.......................................37
Section 6.09.  Effect of Vacancies............................................37
Section 6.10.  Meetings.......................................................37
Section 6.11.  Delegation of Power and Appointment of Trust Officers..........38
Section 6.12.  Merger, Conversion, Consolidation or Succession to Business....39

                                   ARTICLE 7
                                 DISTRIBUTIONS

Section 7.01.  Distributions..................................................39

                                   ARTICLE 8
                          ISSUANCE OF TRUST SECURITIES

Section 8.01.  Designation and General Provisions Regarding Trust Securities..40
Section 8.02.  Subordination of Trust Common Securities.......................42
Section 8.03.  Redemption of Trust Securities.................................43
Section 8.04.  Redemption Procedures..........................................44
Section 8.05.  Voting Rights of Trust Preferred Securities....................46
Section 8.06.  Voting Rights Of Trust Common Securities.......................48
Section 8.07.  Paying Agent...................................................49
Section 8.08.  Acceptance of Guarantees and Agreements........................49


                                      ii


                                   ARTICLE 9
                    TERMINATION AND LIQUIDATION OF THE TRUST

Section 9.01.  Dissolution of Trust...........................................49
Section 9.02.  Liquidation Distribution upon Termination and Dissolution
               of the Trust...................................................51

                                   ARTICLE 10
                             TRANSFER OF INTERESTS

Section 10.01.  Transfer of Trust Securities..................................52
Section 10.02.  Transfer of Certificates......................................52
Section 10.03.  Deemed Security Holders.......................................52
Section 10.04.  Book-entry Interests..........................................53
Section 10.05.  Notices to Clearing Agency....................................53
Section 10.06.  Appointment of Successor Clearing Agency......................54
Section 10.07.  Definitive Trust Preferred Security Certificates..............54
Section 10.08.  Mutilated, Destroyed, Lost or Stolen Certificates.............54

                                   ARTICLE 11
            LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES,
                               TRUSTEES OR OTHERS

Section 11.01.  Liability.....................................................55
Section 11.02.  Exculpation...................................................55
Section 11.03.  Fiduciary Duty................................................56
Section 11.04.  Indemnification...............................................57
Section 11.05.  Outside Businesses............................................60

                                   ARTICLE 12
                                   ACCOUNTING

Section 12.01.  Fiscal Year...................................................60
Section 12.02.  Certain Accounting Matters....................................61
Section 12.03.  Banking.......................................................61
Section 12.04.  Withholding; Additional Amounts...............................61

                                   ARTICLE 13
                            AMENDMENTS AND MEETINGS

Section 13.01.  Amendments....................................................62
Section 13.02.  Meetings of the Holders of Trust Securities; Action
                by Written Consent............................................65

                                   ARTICLE 14
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

Section 14.01.  Representations and Warranties of Property Trustee............66


                                      iii


Section 14.02.  Representations and Warranties of Delaware Trustee............67

                                   ARTICLE 15
                                 MISCELLANEOUS

Section 15.01.  Notices.......................................................67
Section 15.02.  Governing Law.................................................69
Section 15.03.  Intention of the Parties......................................69
Section 15.04.  Headings......................................................69
Section 15.05.  Successors and Assigns........................................69
Section 15.06.  Partial Enforceability........................................69
Section 15.07.  Counterparts..................................................69



                                      iv


                             CROSS-REFERENCE TABLE1

                         Section of Trust Indenture Act
                              of 1939, as amended

                                                                Section of Trust
                                                                   Agreement
310(a)...................................................             6.03
310(b)...................................................           6.03(c)
310(c)...................................................           2.02(b)
311(a)...................................................           2.02(b)
311(b)...................................................         Inapplicable
311(c)...................................................         Inapplicable
312(a)...................................................             2.02
312(b)...................................................           2.02(b)
313......................................................        2.03, 12.02(b)
314(a)...................................................             2.04
314(b)...................................................         Inapplicable
314(c)...................................................             2.05
314(d)...................................................         Inapplicable
314(f)...................................................         Inapplicable
315(a)...................................................           3.09(b)
315(b)...................................................             2.07
315(c)...................................................             3.09
315(d)...................................................             3.09
316(a)...................................................       2.06, 8.05, 8.06
316(c)...................................................           3.06(e)

- --------------------
  1 This Cross-Reference Table does not constitute part of the Trust Agreement
and shall not affect the interpretation of any of its terms or provisions.

                                       v



         This AMENDED AND RESTATED TRUST AGREEMENT (the "Trust Agreement")
dated and effective as of September 30, 2003, by the Trustees (as defined
herein), the Sponsor (as defined herein), the Guarantor (as defined herein),
and the Holders (as defined herein), from time to time, of undivided beneficial
interests in the Trust (as defined herein) to be issued pursuant to this Trust
Agreement;

         WHEREAS, certain of the Trustees and the Sponsor established ABN AMRO
CAPITAL FUNDING TRUST VI (the "Trust"), a statutory trust under the Statutory
Trust Act (as defined herein) pursuant to a Trust Agreement dated as of April
1, 2003 (the "Original Trust Agreement") and a Certificate of Trust filed with
the Secretary of State of the State of Delaware on April 1, 2003, for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in the Company Preferred Securities (as defined herein);

         WHEREAS, as of the date hereof, no interests in the Trust have been
issued; and

         WHEREAS, all of the Trustees and the Sponsor, by this Trust Agreement,
wish to amend and restate each and every term and provision of the Original
Trust Agreement.

         NOW, THEREFORE, the parties hereto hereby amend and restate the
Original Trust Agreement in its entirety as follows:

                                   Article 1
                         INTERPRETATION AND DEFINITIONS

Section 1.01.   Definitions.  Unless the context otherwise requires:

         (a) capitalized terms used in this Trust Agreement but not
defined in the preamble above have the respective meanings assigned to them in
this Section 1.01;

         (b) a term defined anywhere in this Trust Agreement has the same
meaning throughout;

         (c) all references to "the Trust Agreement" or "this Trust Agreement"
are to this Trust Agreement as modified, supplemented or amended from time to
time;




         (d) all references in this Trust Agreement to Articles and
Sections and Annexes and Exhibits are to Articles and Sections of and Annexes
and Exhibits to this Trust Agreement unless otherwise specified;

         (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Trust Agreement unless otherwise defined in this
Trust Agreement or unless the context otherwise requires; and

         (f) a reference to the singular includes the plural and vice versa.

         "10% in liquidation amount of" means, except as provided in the terms
of the Trust Securities or by the Trust Indenture Act, with respect to the
Trust Securities, Holders of outstanding Trust Securities voting together as a
single class or, with respect to the Trust Preferred Securities or the Trust
Common Securities, Holders of outstanding Trust Securities of such class voting
separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to the date upon which the voting percentages are determined) of all
outstanding Trust Securities or all outstanding Trust Securities of the
relevant class, as the case may be.

         "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, or any successor legislation.

         "AANAH" means ABN AMRO North America Holding Company, a wholly-owned
indirect subsidiary of ABN AMRO Holding N.V.

         "ABN AMRO Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, director, shareholder, member, partner, employee,
representative or agent of the Trust or its Affiliates.

         "Additional Amounts" has the meaning set forth in Section 12.04 of
this Trust Agreement.

         "Administrative Action" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory
procedure, notice or announcement (including any notice or announcement of
intent to adopt such procedures or regulations).

         "Affiliate" means, with respect to any specified Person, any other
Person that directly or indirectly controls, is controlled by, or is under
common control with, such specified Person.


                                       2


         "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

         "Bank" means ABN AMRO Bank N.V.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as set forth in Section 10.04 of this
Trust Agreement.

         "Business Day" means any day on which commercial and foreign exchange
markets settle payments in London, Amsterdam and New York City.

         "Certificate" means a Trust Common Security Certificate or a Trust
Preferred Security Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Trust Preferred Securities and in whose name or in the name
of a nominee of whom shall be registered a Global Certificate and which shall
undertake to effect book-entry transfers and pledges of beneficial interests in
the Trust Preferred Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of interest in securities
deposited with the Clearing Agency.

         "Clearstream" means Clearstream Banking, S.A., formerly known as
Cedelbank S.A., and its successors and assigns.

         "Closing Date" means September 30, 2003.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Company" means ABN AMRO Capital Funding LLC VI, a Delaware limited
liability company.

         "Company Common Securities" means the "Common Securities" defined in
Section 1.01 of the LLC Agreement.

         "Company Preferred Securities" means the 6.25% Non-cumulative
Guaranteed LLC Preferred Securities issued by the Company.


                                       3


         "Company Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

         "Company Enforcement Event" means the non-payment of Dividends on the
Company Preferred Securities for four consecutive Distribution Periods or any
six Distribution Periods.

         "Contingent Distribution" means payments received by the Company for
the benefit of the holders of Company Preferred Securities under the Contingent
Guarantee.

         "Contingent Guarantee" means the guarantee dated as of September 30,
2003 executed and delivered by ABN AMRO Holding N.V., as guarantor, the Company
and BNY Midwest Trust Company, as trustee.

         "Corporate Trust Office" means the principal corporate trust office of
the Property Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602.

         "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Trust Securities.

         "Definitive Trust Preferred Security Certificates" has the meaning set
forth in Section 10.04 of this Trust Agreement.

         "Delaware Trustee" has the meaning set forth in Section 6.02 of this
Trust Agreement.

         "Distribution Date" means the last day of each March, June, September
and December of each year.

         "Distribution Period" means each period beginning on the date of
original issuance of the Trust Preferred Securities or on a Distribution Date
and ending on the day that precedes the next succeeding Distribution Date.

         "Distributions" means cash income distributions with respect to the
Trust Securities.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Dutch Central Bank" means De Nederlandsche Bank N.V.


                                       4


         "Exchange Agreement" means the Capital Securities Exchange Agreement,
dated as of September 30, 2003, by and among the Bank, the Guarantor and BNY
Midwest Trust Company, as trustee, for the benefit of the holders from time to
time of the Trust Securities.

         "Euroclear" means Euroclear Bank S.A./N.A., as operator of The
Euroclear System, and its successors and assigns.

         "Euronext" means the official Segment of Euronext Amsterdam N.V.'s
Stock Market

         "Event of Default" has the meaning set forth in Section 2.07 of this
Trust Agreement.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
11.04(b) of this Trust Agreement.

         "Fiscal Period" means each calendar quarter.

         "Fiscal Year" has the meaning set forth in Section 12.01 of this Trust
Agreement.

         "Global Certificate" has the meaning set forth in Section 10.04 of
this Trust Agreement.

         "Guarantee Independent Director" means the independent director of the
Company elected pursuant to Section 10.04(i)(iii) of the LLC Agreement upon the
distribution of the Intercompany Securities to the holder of the Company Common
Securities or upon the non-payment for a day of a claim made under either of
the LLC Securities Guarantee or the Trust Securities Guarantee.

         "Guarantees" means (i) the Trust Securities Guarantee and (ii) the LLC
Securities Guarantee.

         "Guarantor" means ABN AMRO Holding N.V.

         "Guarantor Officers' Certificate" means a certificate signed by any
two Authorized Officers of the Guarantor.

         "Holder" means a Person in whose name a Certificate representing a
Trust Security is registered, such Person being a beneficial owner within the
meaning of the Statutory Trust Act.

         "Indemnified Person" means an ABN AMRO Indemnified Person or a
Fiduciary Indemnified Person.


                                       5


         "Initial Delaware Trustee" has the meaning set forth in Section 6.06
of this Trust Agreement.

         "Initial Intercompany Security" the 6.375% Intercompany Security
issued by ABN AMRO Bank N.V.

         "Initial Property Trustee" has the meaning set forth in Section
6.03(e) of this Trust Agreement.

          "Intercompany Securities" means the Initial Intercompany Security
and, upon maturity or redemption thereof, any successor intercompany securities
that will constitute the assets of the Company.

         "Investment Company" means an investment company as defined in the
1940 Act.

         "Legal Action" has the meaning set forth in Section 3.06(h) of this
Trust Agreement.

         "List of Holders" has the meaning set forth in Section 2.02 of this
Trust Agreement.

         "LLC Agreement" means the Amended and Restated Limited Liability
Company Agreement of ABN AMRO Capital Funding LLC VI dated as of September 30,
2003 .

         "LLC Securities Guarantee" means the guarantee agreement dated
September 30, 2003 executed and delivered by ABN AMRO Holding N.V., as
guarantor, BNY Midwest Trust Company, as initial purchaser of the Company
Preferred Securities in its capacity as property trustee, and BNY Midwest Trust
Company, as trustee (the "LLC Securities Guarantee Trustee"), for the benefit
of the holders from time to time of the Company Preferred Securities.

         "Majority in liquidation amount of" means, except as provided in the
terms of the Trust Securities or by the Trust Indenture Act, with respect to
the Trust Securities, Holders of outstanding Trust Securities voting together
as a single class or, with respect to the Trust Preferred Securities or the
Trust Common Securities, Holders of outstanding Trust Securities of such class,
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to the date upon which the voting percentages are determined) of all
outstanding Trust Securities or all outstanding Trust Securities of the
relevant class, as the case may be.

         "Ministerial Action" means, a ministerial action (such as filing a
form or making an election or pursuing some other similar reasonable measure)
which in




                                       6


the sole judgment of the Guarantor has or will cause no adverse effect on the
Trust, the Company, the Holder of the Trust Common Securities, the Holders or
the Trust Preferred Security Beneficial Owners and will involve no material
cost.

         "Non-Cumulative Capital Securities" means perpetual non-cumulative
capital securities of the Bank, to be issued by the Bank upon the occurrence of
a Regulatory Event.

         "Officer's Certificate" means, with respect to any Person (who is not
an individual), a certificate signed by any Authorized Officer of such Person,
and, with respect to a natural person, a certificate signed by such person. Any
Officer's Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

         (a) a statement that each officer signing the Officer's
Certificate has read the covenant or condition and the definitions relating
thereto;

         (b) a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the Officer's
Certificate;

         (c) a statement that each such officer has made such examination
or investigation as, in such officer's opinion, is necessary to enable such
officer 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, in the opinion of each such
officer, such condition or covenant has been complied with.

         "Ordinary Shares" means the ordinary shares of the Guarantor, any
other shares of the Guarantor's capital stock ranking junior to the Parity
Preferred Shares, if any, and any guarantees of the Guarantor ranking junior to
the Parity Guarantees.

         "Parity Guarantee" means any guarantee issued by the Guarantor of any
preferred securities, preferred or preference shares or of any other securities
that qualify as Tier 1 capital for the Guarantor, issued by any subsidiary of
the Guarantor, if such guarantee ranks pari passu with the Guarantor's
obligations under the Guarantees.

         "Parity Preferred Shares" means the most senior ranking preferred or
preference shares issued by the Guarantor.

         "Payment Amount" has the meaning set forth in Section 7.01(c) of this
Trust Agreement.

         "Paying Agent" has the meaning set forth in Section 3.08(g) of this
Trust Agreement.


                                       7


         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Potential Securityholder" has the meaning set forth in Section
4.03(c) of this Trust Agreement.

         "Property Account" has the meaning set forth in Section 3.08(c) of
this Trust Agreement.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.03 of this Trust Agreement.

         "Pro Rata" means, in reference to any distributions on or redemptions
of Trust Securities or the distribution of Company Preferred Securities or any
other payment with respect to Trust Securities in connection with a Trust
Special Event or liquidation of the Trust, pro rata to each Holder of Trust
Securities according to the aggregate liquidation amount of the Trust
Securities held by the relevant Holder in relation to the aggregate liquidation
amount of all Trust Securities outstanding.

         "Qualified Subsidiary" means one or more subsidiaries of the
Guarantor, the Bank or AANAH which are deemed to be a "company controlled by
the parent company" under Rule 3a-5, as amended, of the 1940 Act.

         "Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

         "Redemption Price" has the meaning set forth in Section 8.03(b) of
this Trust Agreement.

         "Regular Trustee" has the meaning set forth in Section 6.01(b) of this
Trust Agreement.

         "Regulatory Event" means that the Bank shall have been notified in
writing by the Dutch Central Bank to the effect that at any Intercompany
Securities interest payment date, the Bank's capital adequacy ratio would,
after payment of such interest, be less than the minimum capital adequacy
requirements as then applied and enforced by the Dutch Central Bank or any
other appropriate regulator.

         "Relevant Jurisdiction" has the meaning set forth in Section 12.04 of
this Trust Agreement.

         "Relevant Tax" has the meaning set forth in Section 12.04 of this
Trust Agreement.


                                       8


         "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee, including
any vice-president, any assistant vice-president, any secretary, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers, who has
direct responsibility for the administration of the Trust, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

         "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

         "Services Agreement" means the services agreement, dated as of
September 30, 2003 entered into by the Company, the Trust, LaSalle Bank
Corporation and the Guarantor.

         "Special Director" means a director elected to the Board of Directors
of the Company (the "Board") by the holders of the Company Preferred Securities
pursuant to Section 10.02(i) of the LLC Agreement upon the occurrence of a
Company Enforcement Event.

         "Sponsor" means LaSalle Funding LLC, or any successor entity in a
merger, consolidation, amalgamation or by assignment, in its capacity as
sponsor of the Trust.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Substitution Event" has the meaning set forth in Section 3.16 of this
Trust Agreement.

         "Successor Delaware Trustee" has the meaning set forth in Section
6.07(b)(ii) of this Trust Agreement.

         "Successor Entity" has the meaning set forth in Section 3.15(b)(i) of
this Trust Agreement.

         "Successor Property Trustee" has the meaning set forth in Section
6.07(b)(i) of this Trust Agreement.

         "Successor Trust Securities" has the meaning set forth in Section
3.15(b)(i)(B) of this Trust Agreement.

         "Super Majority" has the meaning set forth in Section 2.06(a)(ii) of
this Trust Agreement.


                                       9


         "Transaction Documents" means, collectively, the LLC Agreement, the
Underwriting Agreement, the Services Agreement, the Certificates, any document
contemplated by this Trust Agreement, any document related to the issuance and
listing of the Trust Securities, and any other document related to any of the
foregoing.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury Department, as such regulations may be amended from time to
time (including corresponding provisions of succeeding regulations).

         "Trust Common Security" has the meaning set forth in Section
8.01(a)(ii) of this Trust Agreement.

         "Trust Common Security Certificate" means a definitive certificate in
fully registered form representing a Trust Common Security substantially in the
form of Exhibit A-2.

         "Trust Enforcement Event" means the occurrence, at any time, of (i)
the non-payment of Distributions on the Trust Preferred Securities for four
consecutive Distribution Periods or any six Distribution Periods, (ii) a
default by the Guarantor in respect of any of its obligations under the Trust
Securities Guarantee, (iii) the non-payment of a claim within one day following
the making of such claim by either of the Guarantee Trustees or a Holder of the
Company Preferred Securities or the Trust Securities under either of the
Guarantees or (iv) a Company Enforcement Event.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

         "Trust Investment Company Event" means that the Guarantor shall have
requested and received an opinion of a nationally recognized U.S. law firm
experienced in such matters to the effect that there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" within the meaning of the 1940 Act as a result of (i) any judicial
decision, any pronouncement or interpretation (irrespective of the manner made
known), the adoption or amendment of any law, rule or regulation, any notice or
announcement (including any notice or announcement of intent to adopt such rule
or regulation) by any U.S. legislative body, court, governmental agency or
regulatory authority after the date hereof or (ii) any change after the date
hereof in the laws of The Netherlands relating to the enforceability of either
of the Guarantees thereunder, as confirmed in an opinion of a nationally
recognized Dutch law firm experienced in such matters.

         "Trust Liquidation" has the meaning set forth in Section 9.02(a) of
this Trust Agreement.


                                      10




         "Trust Liquidation Distribution" has the meaning set forth in Section
9.02(a) of this Trust Agreement.

         "Trust Officers" has the meaning set forth in Section 6.11(c) of this
Trust Agreement.

         "Trust Preferred Security" has the meaning set forth in Section
8.01(a)(i) of this Trust Agreement.

         "Trust Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

         "Trust Preferred Security Certificate" means a certificate
representing a Trust Preferred Security substantially in the form of Exhibit
A-1.

          "Trust Securities" has the meaning set forth in Section 8.01(a)(ii)of
this Trust Agreement.

         "Trust Securities Guarantee" means the guarantee dated as of September
30, 2003 executed and delivered by ABN AMRO Holding N.V., as guarantor, the
Initial Holders named therein, and BNY Midwest Trust Company, as trustee (the
"Trust Preferred Guarantee Trustee" and together with the LLC Securities
Guarantee Trustee, the "Guarantee Trustees"), for the benefit of the Holders
from time to time of the Trust Securities.

         "Trust Special Event" means a Trust Tax Event or a Trust Investment
Company Event.

         "Trust Tax Event" means the receipt by the Guarantor or any of its
Affiliates of an opinion of a nationally recognized law firm or other tax
adviser in the United States or The Netherlands, as appropriate, experienced in
such matters, to the effect that, as a result of (i) any amendment to, or
clarification of, or change (including any announced prospective change) in,
the laws or treaties (or any regulations promulgated thereunder) of the United
States or The Netherlands or any political subdivision or taxing authority
thereof or therein affecting taxation, (ii) any Administrative Action or (iii)
any amendment to, clarification of, or change in the official position or the
interpretation of any Administrative Action or any interpretation or
pronouncement that provides for a position with respect to any Administrative
Action that differs from the theretofore generally accepted position, in each
case, by any legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment, clarification or
change is made known, which amendment, clarification or change is effective, or
which pronouncement or decision is announced, on or after the


                                      11


date of issuance of the Trust Securities, there is more than an insubstantial
risk that (A) the Trust will be subject to more than a de minimis amount of
taxes, duties or other governmental charges, (B) the Guarantor or the Bank is
or will be required to pay any Additional Amounts in respect of any taxes,
duties or other governmental charges with respect to payments of interest or
principal on the Intercompany Securities or with respect to any payments on the
Trust Preferred Securities under the Guarantees or the Contingent Guarantee, or
(C) the Trust is or will be required to pay any Additional Amounts in respect
of any taxes, duties or other governmental charges with respect to any
Distributions.

         "Trustee" or "Trustees" means each Person who has signed this Trust
Agreement as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

         "Underwriters" has the meaning given such term in the Underwriting
Agreement.

         "Underwriting Agreement" means the Underwriting Agreement dated as of
September 25, 2003, by and among the Guarantor, the Bank, AANAH, the Company,
the Trust, LaSalle Funding LLC, LaSalle Bank Corporation and ABN AMRO
Incorporated and ABN AMRO Financial Services, Inc., as representatives of the
several underwriters named in Schedule A thereto.

                                  Article 2
                              TRUST INDENTURE ACT

         Section 2.01. Trust Indenture Act; Application. (a) This Trust
Agreement is subject to the provisions of the Trust Indenture Act that are
required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions. A term defined in the Trust
Indenture Act has the same meaning when used in this Trust Agreement, unless
otherwise defined in this Trust Agreement or unless the context otherwise
requires.

         (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.


                                      12


         Section 2.02. Lists of Holders of Trust Securities. (a) If the Trust
Preferred Securities are not held in the form of a Global Certificate
registered in the name of Cede & Co. or a nominee of DTC, each of the Sponsor
and the Regular Trustees on behalf of the Trust shall provide the Property
Trustee (i) within 14 days after each record date for payment of Distributions,
a list, in such form as the Property Trustee may reasonably require, of the
names and addresses of the Holders of the Trust Securities ("List of Holders")
as of such record date and (ii) at any other time, within 30 days of receipt by
the Trust of a written request for a List of Holders as of a date no more than
14 days before such List of Holders is given to the Property Trustee. The
Property Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or which
it receives in the capacity as Paying Agent (if acting in such capacity)
provided that the Property Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         Section 2.03. Reports by the Property Trustee. Within 60 days after
May 15 of each year, the Property Trustee shall provide to the Holders of the
Trust Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         Section 2.04. Periodic Reports to Property Trustee. Each of the
Guarantor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act. Delivery of such
reports, information and documents to the Property Trustee is for informational
purposes only and the Property Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein.

         Section 2.05. Evidence of Compliance with Conditions Precedent. Each
of the Guarantor and the Regular Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officer's Certificate or a Guarantor
Officers' Certificate, as applicable.

         Section 2.06. Trust Enforcement Events; Waiver. (a) The Holders of a
Majority in liquidation amount of Trust Preferred Securities may, by vote, on


                                      13


behalf of the Holders of all of the Trust Preferred Securities, waive any past
Trust Enforcement Event in respect of the Trust Preferred Securities and its
consequences, provided that, if the underlying event of default or Company
Enforcement Event:

                  (i) is not waivable under the Trust Securities Guarantee or
         the LLC Agreement, the Trust Enforcement Event under this Trust
         Agreement shall also not be waivable; or

                  (ii) requires the consent or vote of the Holders of greater
         than a Majority in liquidation amount of the Trust Preferred
         Securities to be waived under the Trust Securities Guarantee or the
         consent or vote of the Holders of more than 50% of the aggregate
         liquidation amount of the Company Preferred Securities to be waived
         under the LLC Agreement (a "Super Majority"), the Trust Enforcement
         Event under this Trust Agreement may only be waived by the vote of the
         Holders of at least the relevant Super Majority in liquidation amount
         of the Trust Preferred Securities.

The foregoing provisions of this Section 2.06 shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Trust Agreement and
the Trust Securities, as permitted by the Trust Indenture Act. Upon such
waiver, any such default shall cease to exist, and any Trust Enforcement Event
with respect to the Trust Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Trust Agreement, but no
such waiver shall extend to any subsequent or other default or Trust
Enforcement Event with respect to the Trust Preferred Securities or impair any
right consequent thereon. Any waiver by the Holders of the Trust Preferred
Securities of Trust Enforcement Events with respect to the Trust Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Trust Common Securities of any such Trust Enforcement Event with respect to the
Trust Common Securities for all purposes of this Trust Agreement without any
further act, vote, or consent of the Holders of the Trust Common Securities.

         (b) The Holders of a Majority in liquidation amount of the Trust
Common Securities may, by vote, on behalf of the Holders of all of the Trust
Common Securities, waive any past Trust Enforcement Event with respect to the
Trust Common Securities and its consequences, provided that, if the underlying
event of default or Company Enforcement Event:

                  (i) is not waivable under the LLC Agreement, except where the
         Holders of the Trust Common Securities are deemed to have waived such
         Trust Enforcement Event under this Trust Agreement as provided below
         in this Section 2.06(b), the Trust Enforcement Event under this Trust
         Agreement shall also not be waivable; or


                                      14



                  (ii) requires the consent or vote of the Holders of a Super
         Majority to be waived, except where the Holders of the Trust Common
         Securities are deemed to have waived such Trust Enforcement Event
         under the Trust Agreement as provided below in this Section 2.06(b),
         the Trust Enforcement Event under this Trust Agreement may only be
         waived by the vote of the Holders of at least the relevant Super
         Majority in liquidation amount of the Trust Common Securities;

provided further, that each Holder of Trust Common Securities will be deemed to
have waived any such Trust Enforcement Event and all Trust Enforcement Events
with respect to the Trust Common Securities and its consequences until all
Trust Enforcement Events with respect to the Trust Preferred Securities have
been cured, waived or otherwise eliminated, and until such Trust Enforcement
Events have been so cured, waived or otherwise eliminated, the Property Trustee
will be deemed to be acting solely on behalf of the Holders of the Trust
Preferred Securities and only the Holders of the Trust Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Trust Securities. The foregoing provisions of this Section 2.06(b) shall
be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
Act, and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act
are hereby expressly excluded from this Trust Agreement and the Trust
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.06(b), upon such waiver, any such default shall
cease to exist and any Trust Enforcement Event with respect to the Trust Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Trust Agreement, but no such waiver shall extend to any
subsequent or other default or Trust Enforcement Event with respect to the
Trust Common Securities or impair any right consequent thereon.

         (c) A waiver of Company Enforcement Events under the LLC Agreement by
the Property Trustee at the direction of the Holders of the Trust Securities
constitutes a waiver of the corresponding Trust Enforcement Event under this
Trust Agreement. The foregoing provisions of this Section 2.06(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Trust Agreement and the Trust Securities, as permitted by the Trust Indenture
Act.

         Section 2.07. Trust Enforcement Event; Notice. The Property Trustee
shall, within 90 days after the occurrence of a Trust Enforcement Event,
transmit by mail, first class postage prepaid, to the Holders of the Trust
Securities, notices of all Events of Default with respect to the Trust
Securities actually known to a Responsible Officer of the Property Trustee,
unless such Events of Default have been cured before the giving of such notice
(the term "Events of Default" for the purposes of this Section 2.07 being
hereby defined to be defaults as defined in the Trust Securities Guarantee and
the LLC Agreement, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided


                                      15


therein); provided that, the Property Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Property Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders of the Trust Securities.

                                   Article 3
                                  ORGANIZATION

         Section 3.01. Name. The Trust is named "ABN AMRO Capital Funding Trust
VI", as such name may be modified from time to time by the Regular Trustees
following written notice to the Holders. The Trust's activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Regular Trustees.

         Section 3.02. Office. The address of the principal office of the Trust
is c/o ABN AMRO North America Holding Company, 135 South LaSalle Street,
Chicago, Illinois 60603. On ten Business Days' written notice to the Holders,
the Regular Trustees may designate another principal office.

         Section 3.03. Purpose. The exclusive purposes and functions of the
Trust are, and the Trust has the power and authority to, (a) issue and sell
Trust Securities representing undivided beneficial interests in the assets of
the Trust and to use the proceeds from such sale to acquire the Company
Preferred Securities, (b) enter into and perform its duties under the
Transaction Documents to which it is a party and (c) except as otherwise
limited herein, to engage in only those other activities necessary, or
incidental thereto, in all events without causing the Trust to be classified as
other than a grantor trust for United States federal income tax purposes. The
Trustees are each hereby appointed as trustees of the Trust, to have all the
rights, powers and duties set forth herein and in the Statutory Trust Act, and
the Trustees hereby accept such appointment. It is the intention of the parties
hereto to continue the Trust as a statutory trust under the Statutory Trust Act
and that this Trust Agreement constitutes the governing instrument of such
statutory trust. The Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the Holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Trust Agreement.

         Section 3.04. Authority. Subject to the limitations provided in this
Trust Agreement and to the specific duties of the Property Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are


                                      16


entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Trust Agreement.

         Section 3.05. Title to Property of the Trust. Except as provided in
Section 3.08 with respect to the Company Preferred Securities, the Contingent
Distribution and the Property Account or as otherwise provided in this Trust
Agreement, legal title to all assets of the Trust shall be vested in the Trust.
The Holders shall not have legal title to any part of the assets of the Trust,
but shall have an undivided beneficial interest in the assets of the Trust.

         Section 3.06. Powers and Duties of the Regular Trustees. The Regular
Trustees shall have the exclusive power, duty and authority to cause the Trust
to engage in the following activities:

         (a) To issue and sell the Trust Preferred Securities and the Trust
Common Securities in accordance with this Trust Agreement; provided, however,
that the Trust may issue no more than one series of Trust Preferred Securities
and no more than one series of Trust Common Securities, and, provided further,
that there shall be no interests in the Trust other than the Trust Securities,
and the issuance of Trust Securities shall be limited to a one-time,
simultaneous issuance of both Trust Preferred Securities and Trust Common
Securities on the Closing Date; provided that the Trust may issue Trust
Preferred Securities at one or more closings pursuant to the over-allotment
option granted to the Underwriters;

         (b) In connection with the issue and sale of the Trust Preferred
Securities, at the direction of the Guarantor, to:

                  (i) execute and file with the Commission any post-effective
         amendments or supplements to the registration statement No. 333-104778
         on Form F-3;

                  (ii) execute and file any documents prepared by the
         Guarantor, or take any acts as determined by the Guarantor to be
         necessary in order to qualify or register all or part of the Trust
         Preferred Securities in any State in which the Guarantor has
         determined to qualify or register such Trust Preferred Securities for
         sale;

                  (iii) execute and file applications, prepared by the
         Guarantor, to the New York Stock Exchange and Euronext for listing
         upon notice of issuance of any Trust Preferred Securities;

                  (iv) execute and file with the Commission a registration
         statement on Form 8-A, including any amendments thereto, prepared by
         the Guarantor, relating to the registration of the Trust Preferred
         Securities under Section 12(b) of the Exchange Act; and


                                      17


                  (v) execute and enter into the Underwriting Agreement
         providing for the sale of the Trust Preferred Securities and the other
         Transaction Documents to which the Trust is a party and perform the
         duties and obligations of the Trust thereunder;

         (c) To acquire the Company Preferred Securities with the proceeds of
the sale of the Trust Preferred Securities and the Trust Common Securities;
provided, however, that the Regular Trustees shall cause legal title to the
Company Preferred Securities to be held of record in the name of the Property
Trustee for the benefit of the Holders;

         (d) To give the Guarantor and the Property Trustee prompt written
notice of the occurrence of a Trust Special Event; provided that the Regular
Trustees shall consult with the Guarantor and the Property Trustee before
taking or refraining from taking any Ministerial Action in relation to a Trust
Special Event;

         (e) To establish a record date with respect to all actions to be taken
hereunder that require a record date to be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Trust Preferred Securities and the Holders of the
Trust Common Securities as to such actions and applicable record dates;

         (f) To give prompt written notice to the Holders of any notice
received from the Company of the Company's election not to make a current,
quarterly dividend on the Company Preferred Securities under the LLC Agreement;

         (g) To take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of the Trust Securities;

         (h) To bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.08(f), the Property Trustee has
the exclusive power to bring such Legal Action;

         (i) To employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

         (j) To cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act, subject to the terms and provisions hereof;

         (k) To give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Regular Trustee;


                                      18


         (l) To incur expenses that are necessary or incidental to carrying out
any of the purposes of the Trust;

         (m) To act as, or appoint another Person to act as, registrar and
transfer agent for the Trust Securities;

         (n) To execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

         (o) To take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Trust Preferred Securities
or to enable the Trust to effect the purposes for which the Trust was created;

         (p) To take all actions necessary in connection with a Substitution
Event under Section 3.16;

         (q) To take any action, or to take no action, not inconsistent with
this Trust Agreement or with applicable law, that the Regular Trustees
determine in their discretion to be necessary or desirable in carrying out the
activities of the Trust as set out in this Section 3.06; and

         (r) To take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust.

         The Regular Trustees must exercise the powers set forth in this
Section 3.06 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.03, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.03.

         Subject to this Section 3.06, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.08.

         Any expenses incurred by the Regular Trustees pursuant to this Section
3.06 shall be reimbursed by LaSalle Bank Corporation pursuant to the Services
Agreement.

         Section 3.07 Prohibition of Actions by the Trust and the Trustees. The
Trust shall not, and the Trustees (including the Property Trustee) shall use
commercially reasonable efforts to cause the Trust not to, engage in any
activity other than as required or authorized by this Trust Agreement. In
particular, the Trust shall not and the Trustees (including the Property
Trustee) shall use commercially reasonable efforts to cause the Trust not to:


                                      19


         (a) invest any proceeds received by the Trust from holding the Company
Preferred Securities, but shall distribute all such proceeds to Holders of
Trust Securities pursuant to the terms of this Trust Agreement and of the Trust
Securities;

         (b) acquire any assets other than as expressly provided herein;

         (c) possess Trust property for other than a Trust purpose;

         (d) make any loans or incur any indebtedness or acquire any securities
other than the Company Preferred Securities;

         (e) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Trust Securities in any way whatsoever, except
as otherwise specifically provided herein;

         (f) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Trust Securities;

         (g) other than as set forth herein, consent to any amendment,
modification or termination of the LLC Agreement or the Company Preferred
Securities where such consent shall be required; and

         (h) other than in connection with the liquidation of the Trust
pursuant to a Trust Special Event, a Substitution Event or upon redemption of
all the Trust Securities, file a certificate of cancellation of the Trust.

         Section 3.08 Powers and Duties of the Property Trustee. (a) The legal
title to the Company Preferred Securities shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders of
the Trust Securities in accordance with this Trust Agreement. The right, title
and interest of the Property Trustee to the Company Preferred Securities shall
vest automatically in each Person who may hereafter be appointed as Property
Trustee in accordance with Section 6.07. Such vesting and cessation of title
shall be effective whether or not conveyancing documents with regard to the
Company Preferred Securities have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Company Preferred Securities to the Regular Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

         (c) The Property Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
         trust account (the "Property Account") in the name of and under the
         exclusive control of the Property Trustee on behalf of the Holders
         and, upon the receipt of payments of funds made in respect of the
         Company Preferred Securities held by the Property Trustee (which
         payments shall


                                      20



         include, but not be limited to, dividends made pursuant to the LLC
         Securities Guarantee and the Contingent Guarantee), deposit such funds
         into the Property Account and make payments to the Holders from the
         Property Account in accordance with Section 7.01. Funds in the
         Property Account shall be held uninvested until disbursed in
         accordance with this Trust Agreement. The Property Account shall be an
         account that is maintained with a banking institution authorized to
         exercise corporate trust powers and having a combined capital and
         surplus of at least $50,000,000 and subject to supervision or
         examination by federal or state authority;

                  (ii) engage in such ministerial activities as shall be
         necessary or appropriate to effect the redemption of the Trust
         Preferred Securities and the Trust Common Securities to the extent the
         Company Preferred Securities are redeemed; and

                  (iii) upon written notice of distribution issued by the
         Regular Trustees in accordance with the terms of the Trust Securities,
         engage in such ministerial activities as shall be necessary or
         appropriate to effect the distribution of the Company Preferred
         Securities to Holders upon the occurrence of a Trust Special Event.

         (d) The Property Trustee shall take all actions and perform all such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Trust Securities.

         (e) The Property Trustee may take any Legal Action which arises out of
or in connection with (i) a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or (ii) the Property
Trustee's duties and obligations under this Trust Agreement or the Trust
Indenture Act.

         (f) For so long as the Property Trustee is the holder of record of the
Company Preferred Securities, the Property Trustee shall have the legal power
to exercise all of the rights, powers and privileges of a holder of record of
Company Preferred Securities and, if a Trust Enforcement Event occurs and is
continuing, the Property Trustee shall, for the benefit of Holders, enforce its
rights as holder of record of the Company Preferred Securities, subject to the
rights of the Holders pursuant to the terms of such Trust Securities including
(i) the right to vote, as directed by a Majority in liquidation amount of the
Trust Preferred Securities, for the election of two Special Directors to the
Board (to the extent that such Trust Enforcement Event results from a Company
Enforcement Event), (ii) the rights of the Holders of the Company Preferred
Securities under the Company Preferred Securities Guarantee as it relates
thereto, (iii) the rights of the holders of record of the Company Preferred
Securities to receive Dividends (only if and to the extent declared by the
Company or deemed to have been declared under the Company Securities Guarantee)
on the Company Preferred Securities, (iv) in the case of the distribution of
the Intercompany Securities to the holder of the Company


                                      21


Common Securities or a Trust Enforcement Event set forth in clause (iii) of the
definition of "Trust Enforcement Event" in Section 1.01 hereof, the right to
vote, as directed by a Majority in liquidation amount of the Trust Preferred
Securities, for the election of the Guarantee Independent Director and (v) the
right of the holder of record of the Company Preferred Securities to receive
the Contingent Distribution, if any.

         (g) The Property Trustee may authorize one or more Persons to pay
Distributions, redemption payments or liquidation payments on behalf of the
Trust (each, a "Paying Agent") with respect to all Trust Securities and any
such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.
Any Paying Agent may be removed by the Property Trustee at any time and one or
more successor Paying Agents or additional Paying Agents may be appointed at
any time by the Property Trustee.

         (h) The Property Trustee shall continue to serve as a Trustee until
either:

                  (i) the Trust has been completely liquidated and the proceeds
         of the liquidation distributed to the Holders pursuant to the terms of
         the Trust Securities; or

                  (ii) a Successor Property Trustee has been appointed and has
         accepted that appointment in accordance with Section 6.07.

         Subject to this Section 3.08, the Property Trustee shall have none of
the duties, liabilities, powers or authority of the Regular Trustees set forth
in Section 3.06.

         The Property Trustee must exercise the powers set forth in this
Section 3.08 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.03, and the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.03.

         Section 3.09. Certain Duties and Responsibilities of the Property
Trustee. (a) The Property Trustee, before the occurrence of any Trust
Enforcement Event and after the curing or waiver of all Trust Enforcement
Events that may have occurred, shall undertake to perform only such duties as
are specifically set forth in this Trust Agreement and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. In case a
Trust Enforcement Event has occurred (that has not been cured or waived
pursuant to Section 2.06) of which a Responsible Officer of the Property
Trustee has actual knowledge, the Property Trustee shall exercise such of the
rights and powers vested in it by this Trust Agreement, 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.


                                      22


         (b) No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                  (i) prior to the occurrence of a Trust Enforcement Event and
         after the curing or waiving of all such Trust Enforcement Events that
         may have occurred:

                           (A) the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Trust Agreement and the Property Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Trust
                  Agreement, and no implied covenants or obligations shall be
                  read into this Trust Agreement against the Property Trustee;
                  and

                           (B) in the absence of bad faith on the part of the
                  Property Trustee, the Property Trustee may conclusively rely,
                  as to the truth of the statements and the correctness of the
                  opinions expressed therein, upon any certificates or opinions
                  furnished to the Property Trustee and conforming to the
                  requirements of this Trust Agreement; but in the case of any
                  such certificates or opinions that by any provision hereof
                  are specifically required to be furnished to the Property
                  Trustee, the Property Trustee shall be under a duty to
                  examine the same to determine whether or not they conform to
                  the requirements of this Trust Agreement, but need not
                  confirm or investigate the accuracy of any mathematical
                  calculations or other facts stated therein;

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

                  (iii) subject to the requirement of the Property Trustee
         receiving a tax opinion as set forth in Section 8.05(d) or (f), as the
         case may be, the Property 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 not less than a
         Majority in liquidation amount of the Trust Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Property Trustee, or exercising any trust or power
         conferred upon the Property Trustee under this Trust Agreement;

                  (iv) no provision of this Trust Agreement shall require the
         Property 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


                                      23


         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that the repayment of such funds or liability is
         not reasonably assured to it under the terms of this Trust Agreement
         or indemnity reasonably satisfactory to the Property Trustee against
         such expense, risk or liability is not reasonably assured to it;

                  (v) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Company
         Preferred Securities and the Property Account shall be to deal with
         such property in a similar manner as the Property Trustee deals with
         similar property for its own account, subject to the protections and
         limitations on liability afforded to the Property Trustee under this
         Trust Agreement and the Trust Indenture Act;

                  (vi) the Property Trustee shall have no duty or liability for
         or with respect to the value, genuineness, existence or sufficiency of
         the Company Preferred Securities or the payment of any taxes or
         assessments levied thereon or in connection therewith;

                  (vii) money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Property Account maintained by the Property Trustee pursuant to
         Section 3.08(c)(i) and except to the extent otherwise required by law;
         and

                  (viii) the Property Trustee shall not be responsible for
         monitoring the compliance by the Regular Trustees, the Guarantor or
         the Sponsor with their respective duties under this Trust Agreement,
         nor shall the Property Trustee be liable for any default or misconduct
         of the Regular Trustees, the Guarantor or the Sponsor.

         Section 3.10. Certain Rights of Property Trustee.(a) Subject to the
provisions of Section 3.09:

                  (i) the Property Trustee may conclusively rely and shall be
         fully protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document (whether in
         its original or facsimile form) believed by it to be genuine and to
         have been signed, sent or presented by the proper party or parties;

                  (ii) any direction or act of the Sponsor, the Guarantor or
         the Regular Trustees acting on behalf of the Trust contemplated by
         this Trust Agreement shall be sufficiently evidenced by an Officer's
         Certificate or a Guarantor Officers' Certificate, as applicable;


                                      24


                  (iii) whenever in the administration of this Trust Agreement,
         the Property Trustee shall deem it desirable that a matter be proved
         or established before taking, suffering or omitting any action
         hereunder, the Property Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officer's Certificate or a
         Guarantor Officers' Certificate which, upon receipt of such request,
         shall be promptly delivered by the Sponsor, the Guarantor or the
         Regular Trustees;

                  (iv) the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or reregistration
         thereof;

                  (v) the Property Trustee may, at the expense of AANAH,
         consult with counsel or other experts of its own selection and the
         advice or opinion of such counsel or experts with respect to legal
         matters or advice within the scope of such counsel or experts' area of
         expertise shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in accordance with such advice or opinion; such counsel
         may be counsel to AANAH or any of its Affiliates, and may include any
         of its employees. The Property Trustee shall have the right at any
         time to seek instructions concerning the administration of this Trust
         Agreement from any court of competent jurisdiction;

                  (vi) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Trust
         Agreement at the request or direction of any Holder, unless (a) such
         Holder shall have provided to the Property Trustee security and
         indemnity, reasonably satisfactory to the Property Trustee, against
         the fees, charges, costs, expenses (including attorneys' fees and
         expenses and the expenses of the Property Trustee's agents, nominees
         or custodians) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Property Trustee and (b) the
         Property Trustee has been provided with the legal opinions, if any,
         required by Section 8.05(d) or (f), as the case may be, of this
         Agreement; provided, that, nothing contained in this Section
         3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the
         occurrence of a Trust Enforcement Event, of its obligation to exercise
         the rights and powers vested in it by this Trust Agreement;

                  (vii) the Property 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,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Property Trustee, in
         its discretion, may make such


                                      25


         further inquiry or investigation into such facts or matters as it may
         see fit, but shall incur no liability or additional liability of any
         kind by reason of such inquiry or investigation;

                  (viii) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents, custodians, nominees or attorneys and the Property
         Trustee shall not be responsible for any misconduct or negligence on
         the part of any agent or attorney appointed with due care by it
         hereunder;

                  (ix) any action taken by the Property Trustee or its
         agents hereunder shall bind the Trust and the Holders, and the
         signature of the Property Trustee or its agents alone shall be
         sufficient and effective to perform any such action and no third party
         shall be required to inquire as to the authority of the Property
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Trust Agreement, both of which shall be
         conclusively evidenced by the Property Trustee's or its agent's taking
         such action;

                  (x) whenever in the administration of this Trust Agreement
         the Property Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder, the Property Trustee (i) may request instructions
         from the Holders which instructions may only be given by the Holders
         of the same proportion in liquidation amount of the Trust Securities
         as would be entitled to direct the Property Trustee under the terms of
         the Trust Securities in respect of such remedy, right or action, (ii)
         may refrain from enforcing such remedy or right or taking such other
         action until such instructions are received and (iii) shall be
         protected in conclusively relying on or acting in accordance with such
         instructions; provided, however, that the Property Trustee shall not
         be required to take any action unless it shall have obtained such
         legal opinions, if any, required by Section 8.05(d) or (f), as the
         case may be, of this Trust Agreement;

                  (xi) except as otherwise expressly provided by this Trust
         Agreement, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Trust Agreement;

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

                  (xiii) the Property Trustee shall not be deemed to have
         notice of any default or Event of Default unless a Responsible Officer
         of the Property Trustee has actual knowledge thereof or unless written
         notice of


                                      26


         any event which is in fact such a default or Event of Default is
         received by the Property Trustee at the Corporate Trust Office of the
         Property Trustee, and such notice references the Trust Preferred
         Securities and this Trust Agreement; and

                  (xiv) in the event that direction from the Regular Trustees
         is required hereunder, the Property Trustee, at its option, may make
         application to the Regular Trustee for written instructions and any
         such application shall set forth in writing any action proposed to be
         taken or omitted by the Property Trustee under this Trust Agreement
         and the date on and/or after which such action shall be taken or such
         omission shall be effective. The Property Trustee shall not be liable
         for any action taken by, or omission of, the Property Trustee in
         accordance with a proposal included in such application on or after
         the date specified in such application (which date shall not be less
         than three Business Days after the date any Regular Trustee actually
         receives such application, unless any such Regular Trustee shall have
         consented in writing to any earlier date) unless prior to taking any
         such action (or the effective date in the case of an omission), the
         Property Trustee shall have received written instructions in response
         to such application providing the directions required to be given
         hereunder.

                  In the event that the Property Trustee is also acting as
         authenticating agent, Paying Agent, transfer agent and security
         registrar, the rights, privileges, immunities, benefits and
         protections afforded to the Property Trustee pursuant to this Article
         3 shall also be afforded to such authenticating agent, Paying Agent,
         transfer agent and security registrar and to each agent, custodian and
         other Person employed to act hereunder.

         (b) No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

         Section 3.11. Delaware Trustee. Notwithstanding any provision of this
Trust Agreement other than this Section 3.11 and Section 6.02, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Regular Trustees or
the Property Trustee described in this Trust Agreement. Except as set forth in
this Section 3.11 and in Section 6.02, the Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Statutory Trust Act. In no event shall the Property Trustee or the
Delaware


                                      27


Trustee be liable for any act or omission of any of the Regular Trustees
hereunder.

         Section 3.12. Execution of Documents. Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Statutory Trust
Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to cause the
Trust to execute pursuant to Section 3.06.

         Section 3.13. Not Responsible for Recitals or Issuance of Trust
Securities. The recitals contained in this Trust Agreement and the Trust
Securities shall be taken as the statements of the Sponsor and the Guarantor,
and the Trustees do not assume any responsibility for their correctness. The
Trustees make no representations as to the value or condition of the property
of the Trust or any part thereof. The Trustees make no representations as to
the validity or sufficiency of this Trust Agreement or the Trust Securities.

         Section 3.14. Duration of Trust. The Trust, unless terminated pursuant
to the provisions of Article 9 hereof, shall have perpetual existence.

         Section 3.15. Mergers. (a) The Trust may not consolidate, convert,
amalgamate, or merge with or into, be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to, any corporation or
other body, except as described in Section 3.15(b) and (c).

         (b) The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the Holders, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, or merge with or into, or be
replaced by, a trust organized as such under the laws of any State of the
United States; provided that:

                  (i) if the Trust is not the survivor, such successor entity
         (the "Successor Entity") either:

                           (A) expressly assumes all of the obligations of the
                  Trust under the Trust Securities; or

                           (B) substitutes for the Trust Preferred Securities
                  other securities having substantially the same terms as the
                  Trust Preferred Securities (the "Successor Trust Preferred
                  Securities") so long as the Successor Trust Preferred
                  Securities rank the same as the Trust Preferred Securities
                  rank with respect to Distributions, assets and payments upon
                  liquidation, redemption and otherwise;


                                      28


                  (ii) the Company expressly acknowledges a trustee of the
         Successor Entity that possesses the same powers and duties as the
         Property Trustee as the record holder of the Company Preferred
         Securities;

                  (iii) the Trust Preferred Securities or any Successor Trust
         Preferred Securities are listed, or any Successor Trust Preferred
         Securities will be listed upon notification of issuance, on any
         national securities exchange or with another organization on which the
         Trust Preferred Securities are then listed or quoted;

                  (iv) such merger, consolidation, amalgamation or replacement
         does not cause the Trust Preferred Securities (including any Successor
         Trust Preferred Securities) to be downgraded by any nationally
         recognized statistical rating organization;

                  (v) such merger, consolidation, amalgamation or replacement
         does not adversely affect the rights, preferences and privileges of
         the Holders of the Trust Preferred Securities (including any Successor
         Trust Preferred Securities) in any material respect;

                  (vi) such Successor Entity has a purpose substantially
         identical to that of the Trust;

                  (vii) the Guarantor guarantees the obligations of such
         Successor Entity under the Successor Trust Securities to the same
         extent as provided by the Trust Securities Guarantee; and

                  (viii) prior to such merger, consolidation, amalgamation or
         replacement, the Guarantor has received an opinion of a nationally
         recognized law firm experienced in such matters (which may be counsel
         to the Guarantor) to the effect that:

                           (A) such merger, consolidation, amalgamation or
                  replacement will not adversely affect the rights, preferences
                  and privileges of the Holders of the Trust Preferred
                  Securities (including any Successor Trust Preferred
                  Securities) in any material respect;

                           (B) following such merger, consolidation,
                  amalgamation or replacement, neither the Trust nor the
                  Successor Entity will be required to register as an
                  Investment Company under the 1940 Act;

                           (C) following such merger, consolidation,
                  amalgamation or replacement, the Trust (or the Successor
                  Entity) will be classified as a grantor trust for United
                  States federal income tax purposes; and


                                      29


                           (D) following such merger, consolidation,
                  amalgamation or replacement, the Company will not be
                  classified as an association or a publicly traded partnership
                  taxable as a corporation for United States federal income tax
                  purposes.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the unanimous consent of the Holders of the Trust Preferred Securities,
consolidate, amalgamate, or merge with or into, or be replaced by, any other
entity or permit any other entity to consolidate, amalgamate, or merge with or
into, or replace it, if such consolidation, amalgamation, merger or replacement
would cause the Trust or such Successor Entity not to be classified as a
grantor trust for United States federal income tax purposes.

         Section 3.16. Substitution Event. If a Regulatory Event occurs, the
Company Preferred Securities shall be exchanged for Non-Cumulative Capital
Securities as provided in Section 10.03 of the LLC Agreement (a "Substitution
Event"). Upon the occurrence of a Substitution Event:

                  (i) the Trust will, contemporaneously with the exchange of
         the Company Preferred Securities for Non-Cumulative Capital
         Securities, procure the delivery directly to each Holder of the Trust
         Preferred Securities of those Non-Cumulative Capital Securities for
         which corresponding amounts of the Company Preferred Securities are
         exchanged;

                  (ii) following the exchange of the Company Preferred
         Securities for Non-Cumulative Capital Securities, as provided above
         and in Section 10.03 of the LLC Agreement, the Regular Trustees shall
         dissolve the Trust pursuant to Section 9.01 of this Agreement; and

                  (iii) each relevant Holder of the Trust Preferred Securities
         will be obliged to pay any taxes arising by reference to any disposal
         or deemed disposal of a Company Preferred Security or a Trust
         Preferred Security in connection with such exchange.

                                   Article 8
                                   GUARANTOR

         Section 4.01. Responsibilities of the Guarantor. In connection with
the issue and sale of the Trust Preferred Securities, the Guarantor shall have
the exclusive right and responsibility to engage in the following activities:

         (b) To prepare for filing by the Trust with the Commission any
post-effective amendments or supplements to the registration statement No.
333-104778 on Form F-3;


                                      30


         (b) To determine the states in which to take appropriate action to
qualify or register for sale all or part of the Trust Preferred Securities and
to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the
Guarantor deems necessary or advisable in order to comply with the applicable
laws of any such states;

         (c) To prepare for filing by the Trust applications to the New York
Stock Exchange and Euronext for listing upon notice of issuance of any Trust
Preferred Securities;

         (d) To prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Trust
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

         (e) To negotiate the terms of the Underwriting Agreement providing for
the sale of the Trust Preferred Securities.

         Section 4.02. Indemnification and Expenses of the Trustee. The
Guarantor agrees to indemnify the Property Trustee and the Delaware Trustee,
any predecessor Property Trustee and predecessor Delaware Trustee, and their
respective officers, directors, employees and agents for, and to hold each of
them harmless against, any and all loss, liability, claim, damage or expense
(including taxes other than taxes based on the income of the Property Trustee
or the Delaware Trustee) incurred without negligence or willful misconduct on
the part of the Property Trustee or the Delaware Trustee, as the case may be,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending either
of them against any claim or liability in connection with the exercise or
performance of any of their respective powers or duties hereunder. The
provisions of this Section 4.02 shall survive the resignation or removal of the
Delaware Trustee or the Property Trustee or the termination of this Trust
Agreement.

         Section 4.03. Covenants of the Guarantor. (a) The Guarantor, for so
long as any Trust Securities or Company Preferred Securities remain
outstanding, shall not issue any preferred or preference shares or any other
securities that qualify as Tier 1 capital for the Guarantor ranking senior in
liquidation to its obligations under the Guarantees or the Contingent
Guarantee, or give any guarantee in respect of any preferred securities,
preferred or preference shares or any other securities that qualify as Tier 1
capital for the Guarantor issued by any of its subsidiaries if such guarantee
would rank senior to the Guarantees or the Contingent Guarantee, unless the
Guarantees and the Contingent Guarantee are amended to give the Holders and the
holders of the Company Preferred Securities such rights and entitlements as are
contained in or attached to such other guarantee so that the Guarantees and the
Contingent Guarantee rank pari passu with such guarantee and pari passu on
liquidation with any declared distribution or declared liquidation payments of
such preferred or preference shares.


                                      31



         (b) The Guarantor shall pay all amounts required to be paid pursuant
to the Guarantees and the Contingent Guarantee in respect of any Distributions
on the Trust Preferred Securities and dividends on the Company Preferred
Securities, payable in respect of the most recent Distribution Period prior to
any dividend or other payment (except dividends in the form of the Ordinary
Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of
the Guarantor and entitled to the benefits of a guarantee ranking junior to the
Guarantees and the Contingent Guarantee).

         (c) The Guarantor, for so long as any Trust Securities or Company
Preferred Securities remain outstanding, shall maintain, or shall cause the
Bank, AANAH or any one or more Qualified Subsidiaries (each, a "Potential
Securityholder") to maintain, 100% ownership of the Company Common Securities
and the Trust Common Securities. The Guarantor may permit the transfer of the
Company Common Securities from one Potential Securityholder to another
Potential Securityholder, provided that prior to such transfer it has received
an opinion of a nationally recognized law firm experienced in such matters to
the effect that (A) the Company will continue to be treated as a partnership
for United States federal income tax purposes, and such transfer will not cause
the Company to be classified as an association or publicly traded partnership
taxable as a corporation for United States federal income tax purposes, (B)
such transfer will not cause the Company or the Trust to be required to
register under the 1940 Act and (C) such transfer will not adversely affect the
limited liability of the Holders of the Company Preferred Securities.

         (d) The Guarantor, for so long as any Trust Securities or Company
Preferred Securities remain outstanding, (i) shall cause the Company to remain
a limited liability company,(ii) shall use its commercially reasonable efforts
to ensure that the Company will not be an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes, (iii) shall cause the Trust to remain a statutory trust and not to
voluntarily dissolve, wind up, liquidate or be terminated, except as permitted
by the Trust Agreement, and (iv) shall use its commercially reasonable efforts
to ensure that the Trust will not be classified as other than a grantor trust
for United States federal income tax purposes.

         (e) The Guarantor, for so long as any of the Trust Securities are
outstanding, shall not permit, or take any action to cause, the dissolution,
liquidation, termination or winding up of the Trust, unless a Trust Special
Event occurs or the Guarantor is itself in liquidation and the approval of the
Dutch Central Bank, if then required, for such action has been received.

         (f) The Guarantor, for so long as any of the Company Preferred
Securities are outstanding, shall not permit, or take any action to cause, the
dissolution, liquidation, termination or winding up of the Company, unless the
Guarantor is itself in liquidation and the approval of the Dutch Central Bank,
if then required, for such action has been received and all claims under the


                                      32


Guarantees and the Contingent Guarantee shall have been paid in full and the
Contingent Distribution shall have been made.

         (g) If the Company Preferred Securities are distributed to Holders in
connection with the involuntary or voluntary dissolution, winding-up or
liquidation of the Trust, the Guarantor shall use its commercially reasonable
best efforts to cause the Company Preferred Securities to be listed on the New
York Stock Exchange, Euronext or on such other national securities exchange or
similar organization as the Trust Preferred Securities are then listed or
quoted on.

         (h) Upon the occurrence of a Regulatory Event, the Guarantor shall
cause the Bank to fulfill all of the Bank's obligations under the Exchange
Agreement.

                                   Article 5
                         TRUST COMMON SECURITIES HOLDER

         Section 5.01. AANAH's Purchase of Trust Common Securities. On the
Closing Date AANAH will purchase all of the Trust Common Securities issued by
the Trust, for an amount at least equal to $1,000, at the same time as the
Trust Preferred Securities are sold.

                                   Article 6
                                   TRUSTEES

         Section 6.01. Number of Trustees. The number of Trustees initially
shall be five (5), and:

         (a) At any time before the issuance of any Trust Securities, AANAH
may, by written instrument, increase or decrease the number of Trustees; and

         (b) After the issuance of any Trust Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Trust Common Securities voting as a class; provided,
however, that the number of Trustees shall in no event be less than three (3);
and provided further that (i) if required by the Statutory Trust Act, one
Trustee shall be the Delaware Trustee; (ii) there shall be at least one Trustee
who is an employee or officer of, or is affiliated with AANAH (each, a "Regular
Trustee"); and (iii) one Trustee shall be the Property Trustee for so long as
this Trust Agreement is required to qualify as an indenture under the Trust
Indenture Act, and such Property Trustee may also serve as Delaware Trustee if
it meets the applicable requirements.

         Section 6.02. Delaware Trustee. If required by the Statutory Trust
Act, one Trustee (the "Delaware Trustee") shall be:


                                      33


         (a) A natural person who is a resident of the State of Delaware; or

         (b) If not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee may also be the Delaware Trustee (in
which case Section 3.11 and 6.02 shall have no application).

         Section 6.03. Property Trustee; Eligibility. (a) There shall at all
times be one Trustee which shall act as Property Trustee which shall:

                  (i) not be an Affiliate of the Sponsor; and

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State or Territory thereof
         or of the District of Columbia, or a corporation or Person permitted
         by the Commission to act as an institutional trustee under the Trust
         Indenture Act, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least 50 million
         U.S. dollars ($50,000,000), and subject to supervision or examination
         by federal, state, territorial or District of Columbia authority. If
         such corporation publishes reports of condition at least annually,
         pursuant to law or to the requirements of the supervising or examining
         authority referred to above, then for the purposes of this Section
         6.03(a)(ii), 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.

         (b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 6.03, the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 6.07(c).

         (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Trust Common Securities (as if it were
the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in
all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

         (d) The Guarantees shall be deemed to be specifically described in
this Trust Agreement for purposes of clause (i) of the first proviso contained
in Section 310(b) of the Trust Indenture Act.

         (e) The initial Property Trustee ("Initial Property Trustee") is BNY
Midwest Trust Company, an Illinois trust company.

         Section 6.04. Qualifications of Regular Trustees and Delaware Trustee
Generally. Each Regular Trustee and the Delaware Trustee (unless the Property


                                      34


Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

         Section 6.05. Regular Trustees. The initial Regular Trustees ("Initial
Regular Trustees") shall be Thomas C. Heagy, Thomas M. Goldstein and Andrew B.
Weimer.

         (a) Except as expressly set forth in this Trust Agreement and except
if a meeting of the Regular Trustees is called with respect to any matter over
which the Regular Trustees have power to act, any power of the Regular Trustees
may be exercised by, or with the consent of, any one such Regular Trustee.

         (b) Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Statutory Trust Act or applicable law, any Regular
Trustee is authorized to execute on behalf of the Trust any documents which the
Regular Trustees have the power and authority to cause the Trust to execute
pursuant to Section 3.06.

         Section 6.06. Delaware Trustee. The initial Delaware Trustee ("Initial
Delaware Trustee") shall be:

         The Bank of New York (Delaware), a Delaware corporation.

         Section 6.07. Appointment, Removal and Resignation of Trustees.

         (a) Subject to Section 6.07(b), Trustees may be appointed or removed
without cause at any time:

                  (i) until the issuance of any Trust Securities, by written
         instrument executed by AANAH; and

                  (ii) after the issuance of any Trust Securities, by vote of
         the Holders of a Majority in liquidation amount of the Trust Common
         Securities.

         (b) (i) the Trustee that acts as Property Trustee shall not be removed
in accordance with Section 6.07(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.03 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor;

                  (ii) the Trustee that acts as Delaware Trustee shall not be
         removed in accordance with Section 6.07(a) until a successor Trustee
         possessing the qualifications to act as Delaware Trustee under Section
         3.11, 6.02 and 6.04 (a "Successor Delaware Trustee") has been
         appointed and has accepted such appointment by written instrument


                                      35



         executed by such Successor Delaware Trustee and delivered to the
         Regular Trustees and the Sponsor;

                  (iii) no such removal of the Property Trustee or the Delaware
         Trustee shall be effective until all of the fees, charges, and
         expenses of such entity (including reasonable fees and expenses of
         their agents and/or counsel) have been paid.

         (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:

                  (i) no such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

                           (A) until a Successor Property Trustee has been
                  appointed and has accepted such appointment by instrument
                  executed by such Successor Property Trustee and delivered to
                  the Trust, the Sponsor and the resigning Property Trustee; or

                           (B) until the assets of the Trust have been
                  completely liquidated and the proceeds thereof (including,
                  without limitation, the Contingent Distribution, if any)
                  distributed to the Holders; and

                  (ii) no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by instrument
         executed by such Successor Delaware Trustee and delivered to the
         Trust, the Sponsor and the resigning Delaware Trustee; and

                  (iii) no such resignation of the Property Trustee or the
         Delaware Trustee shall be effective until all of the fees, charges,
         and expenses of such entity (including reasonable fees and expenses of
         their agents and/or counsel) have been paid.

         (d) The Holders of the Trust Common Securities shall use their best
efforts promptly to appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Delaware Trustee or the Property Trustee
delivers an instrument of resignation in accordance with this Section 6.07.

         (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
6.07 within 60 days after delivery to the Sponsor and the Trust of an
instrument of resignation, the resigning Property Trustee or Delaware Trustee,
as applicable,


                                      36


may petition, at the expense of the Guarantor, any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

         (f) No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

         (g) Upon the change of identity of the Delaware Trustee (or the
Property Trustee if it is also a Delaware Trustee), the Delaware Trustee (or,
if applicable, the Property Trustee) shall cause an amendment to the
Certificate of Trust to be filed with the Secretary of State of the State of
Delaware in accordance with Section 3810 of the Statutory Trust Act, indicating
the change with respect to such Delaware Trustee's (or Property Trustee's)
identity.

         Section 6.08. Vacancies among Trustees. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 6.01, or if the number of Trustees is increased pursuant to Section
6.01, a vacancy shall occur. A resolution certifying the existence of such
vacancy by the Regular Trustees or, if there are more than two, a majority of
the Regular Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance
with Section 6.07.

         Section 6.09. Effect of Vacancies. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust. Whenever
a vacancy in the number of Regular Trustees shall occur, until such vacancy is
filled by the appointment of a Regular Trustee in accordance with Section 6.07,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Trust Agreement.

         Section 6.10. Meetings. If there is more than one Regular Trustee,
meetings of the Regular Trustees shall be held from time to time upon the call
of any Regular Trustee. Regular meetings of the Regular Trustees may be held at
a time and place fixed by resolution of the Regular Trustees. Notice of any
in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular Trustees or any committee thereof shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting.
Notices shall contain a brief statement of the time, place and anticipated
purposes of the meeting. The presence (whether in person or by telephone) of a
Regular Trustee at a meeting shall constitute a waiver of notice of such
meeting except where a


                                      37


Regular Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Trust Agreement,
any action of the Regular Trustees may be taken at a meeting by vote of a
majority of the Regular Trustees present (whether in person or by telephone)
and eligible to vote with respect to such matter, provided that a Quorum is
present, or without a meeting by the unanimous written consent of the Regular
Trustees. Notwithstanding the foregoing, any and all actions of the Regular
Trustees may be taken by the unanimous written consent of all Regular Trustees.

         Section 6.11. Delegation of Power and Appointment of Trust Officers.

         (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21, his or
her power for the purpose of executing any documents contemplated in Section
3.06, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing.

         (b) The Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

         (c) Pursuant to Section 3806(b)(7) of the Statutory Trust Act and this
Section 6.11, there shall be appointed as agents of the Trust the following
officers of the Trust (each a "Trust Officer" and, collectively, the "Trust
Officers"):

                 Thomas C. Heagy                          President
                 Thomas M. Goldstein                      Treasurer
                 Ernest J. Antczak                        Vice President
                 Martin L. Eisenberg                      Vice President
                 Jeffrey Sirota                           Vice President
                 Jerome F. Papinchock                     Vice President
                 Carol L. Tenyak                          Secretary
                 Timothy D. Kaiser                        Assistant Secretary


                                      38


         The Trust Officers are hereby authorized and granted the power and
authority to take any and all actions that the Regular Trustees are authorized
to take on behalf of the Trust. Unless otherwise determined by the Regular
Trustees, and except as otherwise required by the Statutory Trust Act or
applicable law, any Trust Officer is authorized to execute on behalf of the
Trust any documents which the Regular Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.06.

         The Regular Trustees shall have the power to appoint, reappoint,
replace or remove any Trust Officer at any time, to the extent such action is
not prohibited by applicable law or contrary to the provisions of the Trust, as
set forth herein.

         Section 6.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Property Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Property Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Property Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   Article 7
                                 DISTRIBUTIONS

         Section 7.01. Distributions.

         (a) Holders of Trust Preferred Securities shall be entitled to receive
cash distributions at a rate per annum of 6.25% of the stated liquidation
preference of $25.00 per Trust Preferred Security. Distributions on the Trust
Preferred Securities will accumulate from the date of initial issuance or the
last Distribution Date (whichever is later) and will be payable on March 31,
June 30, September 30 and December 31 of each year, commencing on December 31,
2003 if, as and when funds available for payment are held by the Property
Trustee in the Property Account. Distributions on the Trust Preferred
Securities will not be cumulative. If the Trust Preferred Securities are in the
form of a Global Certificate, the record date for payment of Distributions will
be one Business Day prior to the relevant Distribution Date. If the Trust
Preferred Securities are in the form of Definitive Trust Preferred Security
Certificates, the record date for payment of Distributions shall be the 15th
day of the month in which the relevant Distribution Date falls. In the event
that any Distribution Date is not a Business Day, payment of such Distributions
shall be made on the next succeeding day which is a Business Day (without any
interest or other payment in respect of any such delay) except that, if


                                      39


such Business Day falls in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (without any reduction
of interest or other payments in respect of such early payment). The amount of
Distributions payable for any Distribution Period will be computed on the basis
of a 360-day year of twelve 30-day months, and for any Distribution Period
shorter than a three month period, on the basis of the actual number of days
elapsed. Amounts available to the Trust for Distributions to the Holders of the
Trust Preferred Securities will be limited to payments received by the Trust
from the Company on the Company Preferred Securities (which payments shall
include, but not be limited to, distributions made on the Company Preferred
Securities pursuant to the Company Securities Guarantee and the Contingent
Distribution) or from the Guarantor pursuant to the Trust Securities Guarantee
paid by the Guarantor to the Property Trustee. Dividends on the Company
Preferred Securities will be paid only if, as and when declared in the sole
discretion of the Company or deemed declared under the Guarantees.

         (b) The right of Holders to receive Distributions is non-cumulative.
Accordingly, if the Property Trustee does not receive a dividend payment on the
Company Preferred Securities in respect of any Distribution Period, Holders
shall have no right to receive a Distribution in respect of such Distribution
Period, and the Trust shall have no obligation to pay a Distribution in respect
of such Distribution Period, whether or not Distributions are declared payable
in respect of any future Distribution Period.

         (c) If and to the extent that the Company makes a distribution
(including, without limitation, the Contingent Distribution, if any) on the
Company Preferred Securities held by the Property Trustee or the Guarantor
makes a payment under the Trust Securities Guarantee (the amount of any such
distribution or guarantee payment being a "Payment Amount"), the Trust shall
and the Property Trustee is directed, to the extent funds are available for
that purpose, to make a Pro Rata distribution of the Payment Amount to the
Holders; provided however that, in the case of the Contingent Distribution
only, the amount of payment to any Holder shall be reduced by the amount that
such Holder has actually received in respect of the same claim under the Trust
Securities Guarantee.

                                   Article 8
                          ISSUANCE OF TRUST SECURITIES

         Section 8.01. Designation and General Provisions Regarding Trust
Securities.

         (a) The Regular Trustees shall on behalf of the Trust issue one class
of preferred securities representing undivided beneficial interests in the
assets of the Trust and one class of common securities representing undivided
beneficial interests in the assets of the Trust as follows:


                                      40


                  (i) Trust Preferred Securities. Up to 9,200,000 preferred
         securities of the Trust with a liquidation amount with respect to the
         assets of the Trust of $25.00 per preferred security, are hereby
         designated for the purpose of identification only as 6.25%
         Non-cumulative Guaranteed Trust Preferred Securities (the "Trust
         Preferred Securities"). The Trust Preferred Security Certificates
         evidencing the Trust Preferred Securities shall be substantially in
         the form of Exhibit A-1 to this Trust Agreement, with such changes and
         additions thereto or deletions therefrom as may be required by
         ordinary usage, custom or practice or to conform to the rules of any
         stock exchange on which the Trust Preferred Securities are listed.

                  (ii) Trust Common Securities. Forty common securities of the
         Trust with an aggregate liquidation amount with respect to the assets
         of the Trust of $1,000.00 and a liquidation amount with respect to the
         assets of the Trust of $25.00 per common security, are hereby
         designated for the purposes of identification only as 6.25%
         Non-cumulative Guaranteed Trust Common Securities (the "Trust Common
         Securities" and, together with the Trust Preferred Securities, the
         "Trust Securities"). The Trust Common Security Certificates evidencing
         the Trust Common Securities shall be substantially in the form of
         Exhibit A-2 to this Trust Agreement, with such changes and additions
         thereto or deletions therefrom as may be required by ordinary usage,
         custom or practice.

         (b) Except as provided in Section 8.02 and 9.02(b) of this Trust
Agreement, the Trust Preferred Securities rank pari passu and payment thereon
shall be made Pro Rata with the Trust Common Securities. The Trust shall issue
no securities or other interests in the assets of the Trust other than the
Trust Preferred Securities and the Trust Common Securities. The issuance of the
Trust Preferred Securities shall not be subject to any preemptive purchase
rights of any Person.

         (c) Any Regular Trustee shall sign the Trust Securities for the Trust
by manual or facsimile signature. In case any Regular Trustee of the Trust who
shall have signed any of the Trust Securities shall cease to be a Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Trust Security, shall be the Regular Trustees of the Trust,
although at the date of the execution and delivery of the Trust Agreement any
such person was not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Regular Trustees, as evidenced by their execution
thereof, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees may deem
appropriate, or as may be required to comply with any law or with any rule or
regulation of any stock exchange on which Trust Securities may be listed, or to
conform to usage.


                                      41


         A Trust Preferred Security shall not be valid until authenticated by
the manual signature of an Authorized Officer of the Property Trustee. A Trust
Common Security shall not be valid until acknowledged by the manual signature
of an Authorized Officer of the Property Trustee. Each such signature shall be
conclusive evidence that the Trust Preferred Security or the Trust Common
Security has been authenticated or acknowledged, as the case may be, under this
Trust Agreement.

         Upon a written order of the Trust, signed by at least one Regular
Trustee, directing the Property Trustee to authenticate and deliver Trust
Securities, the Property Trustee shall authenticate and deliver the Trust
Securities for original issue. The aggregate number of Trust Securities
outstanding at any time shall not exceed the sum of the numbers set forth in
Section 8.01(a)(i) and Section 8.01(a)(ii).

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Trust Securities. An authenticating agent may
authenticate Trust Preferred Securities whenever the Property Trustee may do
so. Each reference in this Trust Agreement to authentication by the Property
Trustee includes authentication by such agent. An authenticating agent has the
same rights as the Property Trustee to deal with the Sponsor or an Affiliate of
the Sponsor.

         (d) The consideration received by the Trust for the issuance of the
Trust Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

         (e) Upon issuance of the Trust Securities as provided in this Trust
Agreement, the Trust Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable, subject to Section 11.01 with respect to the
Trust Common Securities.

         (f) Every Person, by virtue of having become a Holder or a Trust
Preferred Security Beneficial Owner in accordance with the terms of this Trust
Agreement, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Trust Agreement.

         Section 8.02. Subordination of Trust Common Securities. Payment of
Distributions and other dividends, amounts on redemption or amounts upon
liquidation of the Trust shall be made Pro Rata among the Trust Common
Securities and the Trust Preferred Securities based on the liquidation
preference thereof; provided, however, that upon the occurrence and during the
continuance of an event of default under the Intercompany Securities or the LLC
Guarantee, no payment of Distributions or any other distributions, amounts on
redemption or amounts upon liquidation of the Trust shall be made to Holders of
Trust Common Securities unless payment in full in cash of all accumulated and
unpaid Distributions, amounts on redemption and amounts upon liquidation of the
Trust on the Trust Preferred Securities have been made or provided for, and all
funds


                                      42


immediately available to the Property Trustee shall first be applied to payment
in full in cash of all Distributions or other distributions, amounts on
redemption or amounts upon liquidation of the Trust on the Trust Preferred
Securities then due and payable.

         Section 8.03. Redemption of Trust Securities.

         (a) The Company Preferred Securities may be redeemed, with the prior
approval of the Guarantor and the Dutch Central Bank, if such approval is
required at the time of such redemption, by the Company at its option:

                  (i) in whole or in part on or after September 30, 2008; or

                  (ii) in whole but not in part upon the occurrence of a
         Special Redemption Event (as defined in the LLC Agreement), at any
         time.

         (b) Upon a purchase of the Company Preferred Securities by the Company
upon redemption or otherwise, the proceeds from such purchase shall be
simultaneously applied Pro Rata to redeem Trust Securities having an aggregate
liquidation amount equal to the Company Preferred Securities so purchased or
redeemed for an amount equal to $25.00 per Trust Security plus an amount equal
to accumulated and unpaid Distributions, plus Additional Amounts, if any, or
such lesser amount as shall be received by the Trust in respect of the Company
Preferred Securities so purchased or redeemed as calculated by the Regular
Trustees (the "Redemption Price"). Holders will be given not less than 30 nor
more than 60 days' notice of such redemption.

         (c) If fewer than all the outstanding Trust Securities are to be so
redeemed, the Trust Common Securities and the Trust Preferred Securities will
be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be
redeemed as described in Section 8.04(b) below.

         (d) If, at any time, a Trust Special Event shall occur and be
continuing, the Regular Trustees shall, unless the Company Preferred Securities
are redeemed in the limited circumstances described below, within 90 days
following the occurrence of such Trust Special Event elect to either (i)
dissolve the Trust upon not less than 30 nor more than 60 days' notice to the
Holders and upon not less than 30 nor more than 60 days' notice to Euroclear
and Clearstream, after providing Euroclear and Clearstream with such
information relating to such dissolution and the Company Preferred Securities
as reasonably requested by either of them, with the result that, after
satisfaction of creditors, if any, of the Trust, Company Preferred Securities
with an aggregate stated liquidation amount equal to the aggregate stated
liquidation amount of, with a Distribution rate identical to the Distribution
rate of, and accumulated and unpaid Distributions equal to accumulated and
unpaid Distributions on, and having the same record date for payment as, the
Trust Preferred Securities and the Trust Common Securities outstanding at such
time would be distributed on a Pro Rata basis to the


                                      43


Holders of the Trust Preferred Securities and the Trust Common Securities in
liquidation of such Holders' interests in the Trust; provided, however, that,
if at the time there is available to the Trust the opportunity to eliminate,
within such 90-day period, the Trust Special Event by taking some Ministerial
Action, such as filing a form or making an election, or pursuing some other
similar reasonable measure which in the sole judgment of the Guarantor has or
will cause no adverse effect on the Trust, the Company, the Guarantor, the
Bank, AANAH, the Holders or the Trust Preferred Security Beneficial Owners and
will involve no material cost, the Trust will pursue such measure in lieu of
dissolution or cause the Trust Preferred Securities to remain outstanding,
provided that in the case of this clause (ii), the Guarantor shall pay any and
all expenses incurred by or payable by the Trust attributable to the Trust
Special Event.

         (e) On the date fixed for any distribution of Company Preferred
Securities, upon dissolution of the Trust, (i) the Trust Preferred Securities
and the Trust Common Securities will no longer be deemed to be outstanding and
(ii) certificates representing Trust Securities will be deemed to represent the
Company Preferred Securities having an aggregate stated liquidation amount
equal to the stated liquidation amount of, and bearing accumulated and unpaid
Distributions equal to accumulated and unpaid Distributions on, such Trust
Securities until such certificates are presented to the Company or its agent
for transfer or reissuance.

         Section 8.04. Redemption Procedures.

         (a) Notice of any redemption of, or notice of distribution of either
Company Preferred Securities or Non-Cumulative Capital Securities in exchange
for, the Trust Securities (a "Redemption/Distribution Notice") (which notice
will be irrevocable) will be given by the Trust by mail to each Holder of Trust
Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days
before the date fixed for redemption or exchange thereof which, in the case of
a redemption, will be the date fixed for redemption of the Company Preferred
Securities. For purposes of the calculation of the date of redemption or
exchange and the dates on which notices are given pursuant to this Section
8.04, a Redemption/Distribution Notice shall be deemed to be given on the day
such notice is first mailed by first-class mail, postage prepaid, to Holders.
Each Redemption/Distribution Notice shall be addressed to the Holder at the
address of such Holder appearing in the books and records of the Trust. No
defect in the Redemption/Distribution Notice or in the mailing thereof with
respect to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

         (b) In the event that fewer than all the outstanding Trust Securities
are to be redeemed, the Trust Securities to be redeemed shall be redeemed Pro
Rata from each Holder or pursuant to the rules of any securities exchange on
which the Trust Preferred Securities are then listed, provided that, in respect
of Trust Preferred Securities registered in the name of and held of record by
DTC or its


                                      44


nominee (or any successor Clearing Agency or its nominee) or any nominee, the
distribution of the proceeds of such redemption will be made to each Clearing
Agency Participant (or Person on whose behalf such nominee holds such
securities) in accordance with the procedures applied by such agency or
nominee.

         (c) If Trust Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, and if the Company or the Guarantor has paid to
the Property Trustee a sufficient amount of cash in connection with the related
redemption of Company Preferred Securities, then (A) while the Trust Preferred
Securities are in book-entry only form, by 9:00 am, New York City time, on the
redemption date, the Property Trustee will irrevocably deposit with DTC or its
nominee (or successor Clearing Agency or its nominee) funds sufficient to pay
the applicable Redemption Price with respect to the Trust Preferred Securities
and will give DTC irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Trust Preferred Securities, and (B) with respect to
Trust Preferred Securities issued in definitive form and Trust Common
Securities, the Property Trustee will pay the relevant Redemption Price to the
Holders of such Trust Securities by check mailed to the address of the relevant
Holder appearing on the books and records of the Trust on the redemption date.
If a Redemption/Distribution Notice shall have been given and funds deposited
as required, if applicable, then immediately prior to the close of business on
the date of such deposit, or on the redemption date, as applicable,
Distributions will cease to accumulate on the Trust Securities so called for
redemption and all rights of Holders will cease, except the right of the
Holders to receive the Redemption Price, but without interest on such
Redemption Price. If any date fixed for redemption of Trust Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day (without any reduction in interest or other
payments in respect of such early payment). If payment of the Redemption Price
in respect of any Trust Securities is improperly withheld or refused and not
paid either by the Property Trustee or by the Guarantor pursuant to the Trust
Securities Guarantee, Distributions on such Trust Securities will continue to
accumulate at the then applicable rate from the original redemption date to the
actual date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price. For these purposes, the applicable Redemption Price shall not
include Distributions which are being paid to Holders who were Holders on a
relevant record date. Upon satisfaction of the foregoing conditions, then
immediately prior to the close of business on the date of such deposit or
payment, all rights of Holders of such Trust Securities so called for
redemption will cease, except the right of the Holders to receive the
Redemption Price, but without interest on such Redemption Price, and from and
after the date fixed for redemption, such Trust Securities will not accumulate
Distributions or bear interest.


                                      45


         Neither the Regular Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Trust Securities that
have been called for redemption.

         (d) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Guarantor or its
subsidiaries may at any time and from time to time purchase outstanding Trust
Preferred Securities by tender, in the open market or by private agreement.

         Section 8.05. Voting Rights of Trust Preferred Securities.

         (a) Except as provided under Section 2.06 and this Article 8 and as
otherwise required by the Statutory Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Trust Preferred Securities will have
no voting rights.

         (b) Subject to the requirement of the Property Trustee being provided
with a tax opinion in certain circumstances set forth in Section 8.05(d) and
(f) below, the Holders of a Majority in liquidation amount of the Trust
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under this Trust Agreement, including the right to direct the Property Trustee,
as record holder of the Company Preferred Securities, to exercise the remedies
available to it under the LLC Agreement as a record holder of the Company
Preferred Securities, including the right to elect the Special Directors and
the Guarantee Independent Director, as the case may be, of the Company in
accordance with the LLC Agreement or consent to any amendment, modification, or
termination of the LLC Agreement or the Company Preferred Securities where such
consent shall be required; provided, however, that where a consent or action
under the LLC Agreement would require the consent or act of the holders of more
than a majority of the Company Preferred Securities affected thereby, only the
record holders of the percentage of the aggregate stated liquidation amount of
the Trust Preferred Securities which is at least equal to the percentage
required under the LLC Agreement may direct the Property Trustee to give such
consent or take such action on behalf of the Trust.

         (c) If the Property Trustee fails to enforce the rights held by it for
the benefit of the Holders under the Company Preferred Securities or the LLC
Securities Guarantee after a Holder has made a written request, such Holder
may, to the fullest extent permitted by applicable law, institute a legal
proceeding directly against the Company to enforce the rights held by the
Property Trustee for the benefit of the Holders under the Company Preferred
Securities or directly against the Guarantor in such Holder's own name to
enforce the rights held by the Property Trustee for the benefit of the Holders
under the LLC Guarantee, in each case without first instituting any legal
proceeding against the Property Trustee, the Trust or any other person or
entity.


                                      46


         (d) The Property Trustee shall notify all Holders of the Trust
Preferred Securities of any notice of any Company Enforcement Event actually
received by a Responsible Officer of the Property Trustee from the Company with
respect to the Company Preferred Securities. Such notice shall state that such
Company Enforcement Event also constitutes a Trust Enforcement Event. Except
with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clauses 8.05(b)(i) and 8.05(b)(ii) above
unless the Property Trustee has been provided with an opinion of independent
tax counsel to the effect that as a result of such action, the Trust will not
fail to be classified as a grantor trust for United States federal income tax
purposes and that after such action each Holder will be treated as owning an
undivided ownership interest in the Company Preferred Securities.

         (e) The Property Trustee shall notify all Holders of the non-payment
within one day following the making of a claim by the Guarantee Trustee or the
record holder of the Company Preferred Securities or the Holders under either
of the Guarantees.

         (f) In the event the consent of the Property Trustee, as the record
holder of the Company Preferred Securities, is required under the LLC Agreement
with respect to any amendment, modification or termination of the LLC
Agreement, the Property Trustee shall request the direction of the Holders with
respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Trust Securities; provided, however, that
where a consent under the LLC Agreement would require the consent of the record
holders of more than a majority in liquidation amount of the Company Preferred
Securities, the Property Trustee may only give such consent at the direction of
the Holders of at least the same proportion of the Trust Securities. The
Property Trustee shall not take any such action in accordance with the
directions of the Holders unless the Property Trustee has been provided with an
opinion of tax counsel to the effect that as a result of such action, the Trust
will not fail to be classified as a grantor trust for United States federal
income tax purposes.

         (g) A waiver of a Company Enforcement Event with respect to the
Company Preferred Securities will constitute a waiver of the corresponding
Trust Enforcement Event.

         (h) Any required approval or direction of Holders of Trust Preferred
Securities may be given at a separate meeting of Holders of Trust Preferred
Securities convened for such purpose, at a meeting of all of the Holders or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Trust Preferred Securities are entitled to vote, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of Trust Preferred Securities. Each such
notice will include a statement setting forth the following information: (i)
the date of such


                                      47


meeting or the date by which such action is to be taken, (ii) a description of
any resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

         (i) No vote or consent of the Holders of Trust Preferred Securities
will be required for the Trust to redeem and cancel Trust Preferred Securities
or distribute Company Preferred Securities or Non-Cumulative Capital Securities
in accordance with the Trust Agreement and the terms of the Trust Securities.

         (j) Notwithstanding that Holders of Trust Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Trust Securities that are beneficially owned at such time by the
Guarantor or any entity directly or indirectly controlled by, or under direct
or indirect common control with, the Guarantor, shall not be entitled to vote
or consent and shall, for purposes of such vote or consent, be treated as if
such Trust Preferred Securities were not outstanding, except for the Trust
Preferred Securities purchased or acquired by the Guarantor or its affiliates
in connection with transactions effected by or for the account of customers of
the Guarantor or any of its Affiliates or in connection with the distribution
or trading of or market-making in connection with such Trust Preferred
Securities; provided, however, that persons (other than Affiliates of the
Guarantor) to whom the Guarantor or any of its Affiliates have pledged Trust
Preferred Securities may vote or consent with respect to such pledged Trust
Preferred Securities pursuant to the terms of such pledge.

         (k) Holders of the Trust Preferred Securities will have no rights to
appoint or remove the Regular Trustees, Property Trustee or Delaware Trustee
who may be appointed, removed or replaced solely by AANAH, as the Holder of all
of the Trust Common Securities.

         Section 8.06. Voting Rights Of Trust Common Securities.

         (a) Except as provided under Section 8.05 or as otherwise required by
the Statutory Trust Act, the Trust Indenture Act or other applicable law or
provided by the Trust Agreement, all voting rights will be held by the Holders
of the Trust Common Securities.

         (b) The Holders of the Trust Common Securities are entitled, subject
to Article 6 hereof, to vote to appoint, remove or replace any Trustee or to
increase or decrease the number of Trustees.

         (c) A waiver of a Company Enforcement Event with respect to the
Company Preferred Securities will constitute a waiver of the corresponding
Trust Enforcement Event.

         (d) Any required approval or direction of Holders of Trust Common
Securities may be given at a separate meeting of Holders of Trust Common


                                      48


Securities convened for such purpose, at a meeting of all of the Holders or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Trust Common Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of Trust Common Securities. Each such notice will
include a statement setting forth the following information: (i) the date of
such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.

         (e) No vote or consent of the Holders of the Trust Common Securities
shall be required for the Trust to redeem and cancel Trust Common Securities or
to distribute Company Preferred Securities or Non-Cumulative Capital Securities
in accordance with the Trust Agreement and the terms of the Trust Securities.

         Section 8.07. Paying Agent. In the event that the Trust Preferred
Securities are not in book-entry only form, the Trust shall appoint a Paying
Agent which shall maintain in the Borough of Manhattan, City of New York, State
of New York, an office or agency where the Trust Preferred Securities may be
presented for payment. The Regular Trustees shall appoint the Paying Agent and
may appoint one or more additional paying agents in such other locations as
they shall determine. The term "Paying Agent" includes any such additional
paying agent. The Trust may change any Paying Agent without prior notice to any
Holder. The Trust shall notify the Property Trustee of the name and address of
any Paying Agent not a party to this Trust Agreement. If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent. The
Property Trustee shall initially act as Paying Agent for the Trust Preferred
Securities and the Trust Common Securities or it may authorize another Paying
Agent pursuant to Section 3.08(g). The Paying Agent may resign as Paying Agent
upon 30 days' written notice to the Regular Trustees.

         Section 8.08. Acceptance of Guarantees and Agreements. Each Holder of
Trust Preferred Securities and Trust Common Securities, and each Trust
Preferred Security Beneficial Owner, by the acceptance thereof, agrees to the
provisions of the Trust Securities Guarantee, including the subordination
provisions therein.

                                   Article 9
                    TERMINATION AND LIQUIDATION OF THE TRUST

         Section 9.01. Dissolution of Trust.

         (a) The Trust shall dissolve:

                                      49


                  (i) upon the bankruptcy, insolvency or dissolution of the
         Guarantor or the Bank;

                  (ii) upon the filing of a certificate of dissolution or its
         equivalent with respect to the Company;

                  (iii) upon the entry of a decree of judicial dissolution of
         the Company or the Trust;

                  (iv) when all of the Trust Securities shall have been called
         for redemption and the amounts necessary for redemption thereof shall
         have been paid to the Holders in accordance with the terms of the
         Trust Securities;

                  (v) upon the election of the Regular Trustees, following the
         occurrence and continuation of a Trust Special Event, pursuant to
         which the Trust shall have been dissolved in accordance with the terms
         of the Trust Securities and all of the Company Preferred Securities
         shall have been distributed to the Holders in exchange for all of the
         Trust Securities;

                  (vi) following the occurrence of a Substitution Event and the
         distribution of Non-Cumulative Capital Securities to Holders of the
         Trust Preferred Securities in accordance with Section 3.16, upon
         election of the Regular Trustees;

                  (vii) before the issuance of any Trust Securities, with the
         consent of all of the Regular Trustees and the Sponsor; or

                  (viii) with the consent of at least a Majority in liquidation
         amount of Trust Securities, voting together as a single class;

provided that, if a claim has been made under the Trust Securities Guarantee,
the Trust shall not dissolve until (x) such claim has been satisfied and the
proceeds therefrom have been distributed to the Holders or (y) the Company
Preferred Securities have been distributed to the Holders pursuant to Section
9.02 hereof.

         (b) As soon as is practicable after the occurrence of an event
referred to in Section 9.01(a) and the completion of the winding up of the
Trust, and in accordance with Section 3810 of the Statutory Trust Act, a
Regular Trustee shall file a certificate of cancellation with the Secretary of
State of the State of Delaware.

         (c) The Trust shall terminate upon the filing of the certificate of
cancellation pursuant to Section 9.01(b) and this Trust Agreement shall be of
no further force and effect, except as provided in Section 9.01(d).

         (d) The provisions of Section 3.09 and Article 11 shall survive the
termination of the Trust.


                                      50


         Section 9.02. Liquidation Distribution upon Termination and
Dissolution of the Trust.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution, winding up or termination of the Trust (each a "Trust
Liquidation"), the Holders on the date of the Trust Liquidation will be
entitled to receive, out of the assets of the Trust available for distribution
to Holders after satisfaction of the Trust's liabilities and creditors:

                  (i) an amount equal to the aggregate liquidation preference
         of the Trust Preferred Securities, plus any unpaid distributions at
         the stated rate for the then-current Distribution Period, through the
         date of payment; or

                  (ii) prior to the occurrence of a Substitution Event, Company
         Preferred Securities in an aggregate liquidation preference equal to
         the aggregate liquidation preference of, with a Distribution rate
         identical to the Distribution rate of, and accrued and unpaid
         Distributions equal to accrued and unpaid Distributions on, such Trust
         Securities; or

                  (iii) following the occurrence of a Substitution Event,
         Non-Cumulative Capital Securities in an aggregate liquidation
         preference equal to the aggregate liquidation preference of, with a
         Distribution rate identical to the Distribution rate of, and accrued
         and unpaid Distributions equal to accrued and unpaid Distributions on,
         such Trust Preferred Securities, in accordance with Section 3.16 of
         this Trust Agreement,

         ("Trust Liquidation Distribution") on a Pro Rata basis (subject to
Section 9.02(b) below) in exchange for such Trust Securities.

         (b) The Holders of the Trust Common Securities will be entitled to
receive distributions upon any such Trust Liquidation Pro Rata with the Holders
of the Trust Preferred Securities except that upon the occurrence and during
the continuance of an event of default under the Intercompany Securities, the
Trust Securities Guarantee or the LLC Guarantee, the Trust Preferred Securities
shall have a preference over the Trust Common Securities with regard to such
distributions.

         (c) On the date fixed for any distribution of Company Preferred
Securities or Non-Cumulative Capital Securities upon dissolution of the Trust,
(i) the Trust Preferred Securities and the Trust Common Securities will no
longer be deemed to be outstanding and (ii) Certificates representing Trust
Securities will be deemed to represent the Company Preferred Securities or
Non-Cumulative Capital Securities, as applicable, having an aggregate
liquidation preference equal to the liquidation preference of, and bearing
accrued and unpaid Distributions equal to accrued and unpaid Distributions on,
such Trust Securities, until such


                                      51


Certificates are presented to the Company or the Bank, as applicable, or the
Company's or the Bank's agent, for transfer or re-issuance.

                                  Article 10
                             TRANSFER OF INTERESTS

         Section 10.01. Transfer of Trust Securities.

         (a) Trust Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Trust Agreement and
in the terms of the Trust Securities. To the fullest extent permitted by
applicable law, any transfer or purported transfer of any Trust Security not
made in accordance with this Trust Agreement shall be null and void. AANAH, as
the initial Holder of the Trust Common Securities, shall have the right to
transfer the Trust Common Securities to the Guarantor, the Bank or any one or
more Qualified Subsidiaries. No Person other than the Guarantor, the Bank,
AANAH, or one or more Qualified Subsidiaries is permitted to own the Trust
Common Securities.

         (b) Subject to this Article 10, Trust Preferred Securities shall be
freely transferable.

         Section 10.02. Transfer of Certificates. The Property Trustee shall
provide for the registration of Certificates and of transfers of Certificates,
which will be effected without charge but only upon payment (with such
indemnity as the Regular Trustees may require) in respect of any tax, fee,
assessment or other government charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Certificate, the Property
Trustee shall cause one or more new Certificates to be issued in the name of
the designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Property Trustee duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer shall be canceled by the Property
Trustee. A transferee of a Certificate shall be entitled to the rights and be
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Certificate. By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Trust Agreement.

         Section 10.03. Deemed Security Holders. The Trustees may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole Holder of such Certificate and of the Trust
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Trust Securities represented by such Certificate on the
part of any other Person, whether or not the Trust shall have actual or other
notice thereof.


                                      52


         Section 10.04. Book-entry Interests. The Trust Preferred Securities
Certificates, on original issuance, will be issued in the form of one or more
fully registered, global Trust Preferred Security Certificates (each a "Global
Certificate"), to be deposited with a custodian for DTC, the initial Clearing
Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Trust Preferred Security Beneficial
Owner will receive a definitive Trust Preferred Security Certificate
representing such Trust Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 10.07. Unless and until
definitive, fully registered Trust Preferred Security Certificates (the
"Definitive Trust Preferred Security Certificates") have been issued to the
Trust Preferred Security Beneficial Owners pursuant to Section 10.07:

         (a) the provisions of this Section 10.04 shall be in full force and
effect;

         (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Trust Agreement (including the payment
of Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Trust Preferred Securities and the
sole Holder of the Global Certificates and shall have no obligation to the
Trust Preferred Security Beneficial Owners;

         (c) to the extent that the provisions of this Section 10.04 conflict
with any other provisions of this Trust Agreement, the provisions of this
Section 10.04 shall control; and

         (d) the rights of the Trust Preferred Security Beneficial Owners shall
be exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Trust Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and the Clearing Agency shall receive and transmit payments of
Distributions on the Global Certificates to such Clearing Agency Participants.
The Clearing Agency will make book-entry transfers among the Clearing Agency
Participants; provided, that solely for the purposes of determining whether the
Holders of the requisite amount of Trust Preferred Securities have voted on any
matter provided for in this Trust Agreement, so long as Definitive Trust
Preferred Security Certificates have not been issued, the Trustees may
conclusively rely on, and shall be fully protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Trust Preferred Security Beneficial Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part.

         Section 10.05. Notices to Clearing Agency. Whenever a notice or other
communication to the Trust Preferred Security Holders is required under this
Trust Agreement, unless and until Definitive Trust Preferred Security
Certificates shall have been issued to the Trust Preferred Security Beneficial
Owners pursuant


                                      53


to Section 10.07, the Regular Trustees shall give all such notices and
communications specified herein to be given to the Trust Preferred Security
Holders to the Clearing Agency, and shall have no notice obligations to the
Trust Preferred Security Beneficial Owners.

         Section 10.06. Appointment of Successor Clearing Agency. If any
Clearing Agency elects to discontinue its services as securities depositary
with respect to the Trust Preferred Securities, the Regular Trustees shall use
their best efforts to appoint a successor Clearing Agency with respect to such
Trust Preferred Securities.

         Section 10.07. Definitive Trust Preferred Security Certificates. If
(a) a Clearing Agency notifies the Trust that it is unwilling or unable to
continue its services as securities depositary with respect to the Trust
Preferred Securities and a successor Clearing Agency is not appointed within 90
days after such discontinuance pursuant to Section 10.06, (b) the Regular
Trustees elect after consultation with the Sponsor to terminate the book-entry
system through the Clearing Agency with respect to the Trust Preferred
Securities, (c) a Clearing Agency has ceased to be a clearing agency registered
under the Exchange Act or (d) there shall have occurred and be continuing an
Event of Default or any event which after notice or lapse of time or both would
be an Event of Default under either of the Guarantees, then:

                  (i) Definitive Trust Preferred Security Certificates shall be
         prepared by the Property Trustee on behalf of the Trust with respect
         to the Trust Preferred Securities; and

                  (ii) upon surrender of the Global Certificates by the
         Clearing Agency, accompanied by registration instructions, the
         Property Trustee shall cause Definitive Trust Preferred Security
         Certificates to be delivered to Trust Preferred Security Beneficial
         Owners in accordance with the instructions of the Clearing Agency.
         Neither the Trustees nor the Trust shall be liable for any delay in
         delivery of such instructions and each of them may conclusively rely
         on and shall be fully protected in relying on, said instructions of
         the Clearing Agency. The Definitive Trust Preferred Security
         Certificates shall be printed, lithographed or engraved or may be
         produced in any other manner as is reasonably acceptable to the
         Property Trustee, as evidenced by its execution thereof, and may have
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements as the Property Trustee may deem
         appropriate, or as may be required to comply with any law or with any
         rule or regulation made pursuant thereto or with any rule or
         regulation of any stock exchange on which Trust Preferred Securities
         may be listed, or to conform to usage.

         Section 10.08. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificates should be surrendered to the Property Trustee,
or if the Property Trustee shall receive evidence to its satisfaction of the
destruction, loss


                                      54


or theft of any Certificate and (b) there shall be delivered to the Property
Trustee such security or indemnity as may be required by them to keep each of
them harmless, then, in the absence of notice that such Certificate shall have
been acquired by a bona fide purchaser, the Property Trustee on behalf of the
Trust shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this
Section 10.08, the Property Trustee may require the payment of a sum sufficient
to cover any tax, fee, assessment or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the relevant Trust Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

                                  Article 11
            LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES,
                              TRUSTEES OR OTHERS

         Section 11.01. Liability.

         (a) Except as expressly set forth in this Trust Agreement, the Trust
Securities Guarantee and the terms of the Trust Securities, the Sponsor and the
Trustees shall not be:

                  (i) personally liable for the return of any portion of the
         capital contributions (or any return thereon) of the Holders which
         shall be made solely from assets of the Trust; or

                  (ii) required to pay to the Trust or to any Holder any
         deficit upon dissolution of the Trust or otherwise.

         (b) The Holders of the Trust Common Securities shall be liable for all
of the debts and obligations of the Trust (other than obligations to the
Holders in their capacities as Holders) to the extent not satisfied out of the
Trust's assets.

         (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the
Holders of the Trust Preferred Securities shall be entitled to the same
limitation of personal liability extended to shareholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

         Section 11.02. Exculpation.

         (a) No ABN AMRO Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such ABN AMRO Indemnified Person in good faith on behalf of the


                                      55


Trust and in a manner such ABN AMRO Indemnified Person reasonably believed to
be within the scope of the authority conferred on such ABN AMRO Indemnified
Person by this Trust Agreement or by law, except that an ABN AMRO Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such ABN AMRO Indemnified Person's gross negligence or willful misconduct with
respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in conclusively
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders of Trust Securities might properly
be paid.

         Section 11.03. Fiduciary Duty.

         (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Trust Agreement shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

         (b) Unless otherwise expressly provided herein:

                  (i) whenever a conflict of interest exists or arises between
         an Indemnified Person and any Covered Person; or

                  (ii) whenever this Trust Agreement or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Trust Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not


                                      56


constitute a breach of this Trust Agreement or any other agreement contemplated
herein or of any duty or obligation of the Indemnified Person at law or in
equity or otherwise.

         (c) Whenever in this Trust Agreement an Indemnified Person is
permitted or required to make a decision:

                  (i) in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                  (ii) in its "good faith" or under another express standard,
         the Indemnified Person shall act under such express standard and shall
         not be subject to any other or different standard imposed by this
         Trust Agreement or by applicable law.

         Section 11.04. Indemnification.

         (a) (i) To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless any ABN AMRO Indemnified Person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was an ABN AMRO Indemnified Person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the ABN AMRO Indemnified Person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

                  (ii) The Guarantor shall indemnify, to the fullest extent
         permitted by law, any ABN AMRO Indemnified Person who was or is a
         party or is threatened to be made a party to any threatened, pending
         or completed action or suit by or in the right of the Trust to procure
         a judgment in its favor by reason of the fact that he is or was an ABN
         AMRO Indemnified Person against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in
         a manner he reasonably believed to be in or not opposed to the best
         interests of the


                                      57


         Trust and except that no such indemnification shall be made in respect
         of any claim, issue or matter as to which such ABN AMRO Indemnified
         Person shall have been adjudged to be liable to the Trust unless and
         only to the extent that the Court of Chancery of Delaware or the court
         in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which such Court of
         Chancery or such other court shall deem proper.

                  (iii) To the extent that an ABN AMRO Indemnified Person shall
         be successful on the merits or otherwise (including dismissal of an
         action without prejudice or the settlement of an action without
         admission of liability) in defense of any action, suit or proceeding
         referred to in paragraphs (i) and (ii) of this Section 11.04(a), or in
         defense of any claim, issue or matter therein, he shall be
         indemnified, to the fullest extent permitted by law, against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection therewith.

                  (iv) Any indemnification under paragraphs (i) and (ii) of
         this Section 11.04(a) (unless ordered by a court) shall be made by the
         Guarantor only as authorized in the specific case upon a determination
         that indemnification of the ABN AMRO Indemnified Person is proper in
         the circumstances because he has met the applicable standard of
         conduct set forth in paragraphs (i) and (ii). Such determination shall
         be made (1) by the Regular Trustees by a majority vote of a Quorum
         consisting of such Regular Trustees who were not parties to such
         action, suit or proceeding, (2) if such a Quorum is not obtainable,
         or, even if obtainable, if a Quorum of disinterested Regular Trustees
         so directs, by independent legal counsel in a written opinion, or (3)
         by the Holder of the Trust Common Securities.

                  (v) Expenses (including attorneys' fees) incurred by an ABN
         AMRO Indemnified Person in defending a civil, criminal, administrative
         or investigative action, suit or proceeding referred to in paragraphs
         (i) and (ii) of this Section 11.04(a) shall be paid by the Guarantor
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such ABN AMRO
         Indemnified Person to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the Guarantor
         as authorized in this Section 11.04(a). Notwithstanding the foregoing,
         no advance shall be made by the Guarantor if a determination is
         reasonably and promptly made (i) by the Regular Trustees by a majority
         vote of a Quorum of disinterested Regular Trustees, (ii) if such a
         Quorum is not obtainable, or, even if obtainable, if a Quorum of
         disinterested Regular Trustees so directs, by independent legal
         counsel in a written opinion or (iii) the Holder of the Trust Common
         Securities, that, based upon the facts known to the Regular Trustees,
         counsel or the Holder of the Trust Common Securities at the time such


                                      58


         determination is made, such ABN AMRO Indemnified Person acted in bad
         faith or in a manner that such person did not believe to be in or not
         opposed to the best interests of the Trust, or, with respect to any
         criminal proceeding, that such ABN AMRO Indemnified Person believed or
         had reasonable cause to believe his conduct was unlawful. In no event
         shall any advance be made in instances where the Regular Trustees,
         independent legal counsel or the Holder of the Trust Common Securities
         reasonably determine that such person deliberately breached his duty
         to the Trust or to the Holders of the Trust Common Securities.

                  (vi) The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other paragraphs of this Section
         11.04(a) shall not be deemed exclusive of any other rights to which
         those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of shareholders or disinterested
         directors of the Guarantor or Holders of the Trust Common Securities
         or otherwise, both as to action in his official capacity and as to
         action in another capacity while holding such office. All rights to
         indemnification under this Section 11.04(a) shall be deemed to be
         provided by a contract between the Guarantor and each ABN AMRO
         Indemnified Person who serves in such capacity at any time while this
         Section 11.04(a) is in effect. Any repeal or modification of this
         Section 11.04(a) shall not affect any rights or obligations then
         existing.

                  (vii) The Guarantor or the Trust may purchase and maintain
         insurance on behalf of any person who is or was an ABN AMRO
         Indemnified Person against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Guarantor would have the power to indemnify
         him against such liability under the provisions of this Section
         11.04(a).

                  (viii) For purposes of this Section 11.04(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 11.04(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (ix) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this Section 11.04(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a
         person who has ceased to be an ABN AMRO Indemnified Person and shall
         inure to the benefit of the heirs, executors and administrators of
         such a person.


                                      59


         (b) The Guarantor agrees to indemnify the (i) Property Trustee
(including any predecessor Property Trustee), (ii) the Delaware Trustee
(including any predecessor Delaware Trustee), (iii) any Affiliate of the
Property Trustee or the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Property Trustee or the Delaware Trustee (each of the
Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, damage, claim, liability or expense including taxes (other
than taxes based on the income of the Trustee) incurred without negligence or
willful misconduct on the part of the Fiduciary Indemnified Person arising out
of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses (including reasonable legal
fees and expenses) of defending itself against or investigating any claim,
action or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in
this Section 11.04(a)(iv) shall survive the satisfaction and discharge of this
Trust Agreement.

         Section 11.05. Outside Businesses.

         Any Covered Person, the Sponsor, the Guarantor, the Delaware Trustee
and the Property Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Trust Agreement in and to
such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Guarantor, the Delaware Trustee, nor the Property Trustee shall be
obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee and the Property Trustee may engage or be interested in
any financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depositary for, trustee or agent for, or act on any
committee or body of Holders of, securities or other obligations of the Sponsor
or its Affiliates.

                                   Article 12
                                   ACCOUNTING

         Section 12.01. Fiscal Year.


                                      60


         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code or the Treasury
Regulations.

         Section 12.02. Certain Accounting Matters.

         (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Regular Trustees.

         (b) Within 60 days after May 15 of each year, the Property Trustee
shall provide to the Holders of the Trust Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

         (c) The Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders, any annual United States federal income tax information
statement required by the Code, containing such information with regard to the
Trust Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Regular Trustees shall use commercially
reasonable efforts to deliver any such statements within 30 days after the end
of each Fiscal Year of the Trust.

         (d) The Regular Trustees shall cause to be duly prepared and timely
filed with the appropriate taxing authority, an annual United States federal
income tax return on Form 1041 or other applicable form or statement under
United States federal income tax law, and any other annual income tax returns
required to be filed by the Regular Trustees on behalf of the Trust with any
state or local taxing authority.

         Section 12.03. Banking.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Company Preferred Securities held by the Property Trustee shall
be made directly to the Property Account and no other funds of the Trust shall
be deposited in the Property Account. The sole signatories for such accounts
shall be designated by the Regular Trustees; provided, however, that the
Property Trustee shall designate the signatories for the Property Account.

         Section 12.04. Withholding; Additional Amounts.


                                      61


         Any and all payments by the Trust in respect of the Trust Securities
shall be made without withholding or deduction for or on account of any present
or future taxes, duties, assessments or governmental charges of whatever
nature, imposed or levied by or on behalf of The Netherlands or, during any
period any Intercompany Security that is not an Initial Intercompany Security
is outstanding, the jurisdiction of residence of any obligor on such
Intercompany Security (each a "Relevant Jurisdiction"), or any authority
therein or thereof having power to tax (collectively, "Relevant Tax"). If the
Trust shall be required by law to deduct such Relevant Tax from or in respect
of any sum payable hereunder, the Trust shall pay, as further distributions,
such additional amounts as may be necessary in order that the net amount
received by the Holders after such withholding or deduction will equal the
amount which would have been received in respect of the Trust Securities in the
absence of such withholding or deduction ("Additional Amounts"), except that no
such Additional Amounts shall be payable to a Holder (or to a third party on
such Holder's behalf) with respect to any Trust Securities (i) to the extent
that such Relevant Tax is imposed or levied by virtue of such Holder (or the
beneficial owner of such Trust Securities) having some connection with the
Relevant Jurisdiction, other than being a Holder (or beneficial owner of such
Trust Securities), (ii) to the extent that such the Relevant Tax is imposed or
levied by virtue of such Holder (or beneficial owner) not having made a
declaration of non-residence in, or other lack of connection with, the Relevant
Jurisdiction or any similar claim for exemption, if the Guarantor or its agent
has provided the beneficial owner of such Trust Securities or its nominee with
at least 60 days' prior written notice of any opportunity to make such a
declaration or claim, or (iii) where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of June 3, 2003 or any law
implementing or complying with, or introduced in order to conform to, or
substantially similar to such Directive.

                                  Article 13
                            AMENDMENTS AND MEETINGS

         Section 13.01. Amendments.

         (a) Except as otherwise provided in this Trust Agreement or by any
applicable terms of the Trust Securities, this Trust Agreement may only be
amended by a written instrument approved and executed by the Regular Trustees
(or, if there are more than two Regular Trustees a majority of the Regular
Trustees), and, in certain circumstances, the Property Trustee and the Delaware
Trustee;

         (b) No amendment shall be made, and any such purported amendment shall
be void and ineffective:


                                      62


                  (i) unless, in the case of any proposed amendment, the
         Property Trustee and the Delaware Trustee shall have first received an
         Officer's Certificate from each of the Trust and the Sponsor that such
         amendment is permitted by, and conforms to, the terms of this Trust
         Agreement (including the terms of the Trust Securities);

                  (ii) unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Property Trustee or the Delaware Trustee, the Property Trustee or the
         Delaware Trustee, as the case may be, shall have first received an
         opinion of counsel (who may be counsel to the Sponsor or the Trust)
         that such amendment is permitted by, and conforms to, the terms of
         this Trust Agreement (including the terms of the Trust Securities); or

                  (iii) to the extent the result of such amendment would be to:

                           (A) cause the Trust to fail to be classified for
                  purposes of United States federal income taxation as a
                  grantor trust;

                           (B) cause the Company to be classified for purposes
                  of United States federal income tax as an association or a
                  publicly traded partnership taxable as a corporation;

                           (C) reduce or otherwise adversely affect the powers
                  of the Property Trustee in contravention of the Trust
                  Indenture Act;

                           (D) cause the Trust or the Company to be required to
                  register under the 1940 Act; or

                           (E) permit the Contingent Distribution to be made to
                  anyone other than the Holders in accordance with Section
                  7.01(a).

         (c) In the event the consent of the Property Trustee, as the record
holder of the Company Preferred Securities, is required under the LLC Agreement
with respect to any amendment, modification or termination of the LLC Agreement
or the Company Preferred Securities, or under either of the Guarantees with
respect to any amendment, modification or termination of such Guarantee, the
Property Trustee shall request the direction of the Holders with respect to
such amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation
amount of the Trust Securities voting together as a single class; provided,
however, that where a consent under the LLC Agreement or the LLC Securities
Guarantee would require the consent of a Super Majority of the record holders
of Company Preferred Securities, the Property Trustee may only give such
consent at the direction of the Holders of at least the proportion in
liquidation amount of the Trust Securities which the relevant Super Majority
represents of the aggregate liquidation amount of the Company Preferred
Securities outstanding; provided, further, that the


                                      63


Property Trustee shall not be obligated to take any action in accordance with
the directions of the Holders under this Section 13.01(c) unless the Property
Trustee has been provided with an opinion of independent tax counsel to the
effect that as a result of such action, the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes;

         (d) At such time after the Trust has issued any Trust Securities that
remain outstanding, any amendment that would (i) materially adversely affect
the powers, preferences or special rights of the Trust Securities whether by
way of amendment to this Trust Agreement or otherwise or (i) provide for the
dissolution, winding up or termination of the Trust other than pursuant to the
terms of this Trust Agreement, may be effected only with the approval of the
Holders of at least a Majority in liquidation amount of the Trust Securities
affected thereby; provided, that if any amendment or proposal referred to in
clause (i) hereof would adversely affect only the Trust Preferred Securities or
the Trust Common Securities, then only the affected class will be entitled to
vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of a Majority in liquidation amount of such
class of Trust Securities;

         (e) Article 7, Section 11.01(c) and this Section 13.01 shall not be
amended without the consent of all of the Holders;

         (f) Article 5 shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Trust Common Securities;

         (g) The rights of the Holders of the Trust Common Securities under
Article 6 to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Trust Common Securities; and

         (h) Notwithstanding Section 13.01(c), this Trust Agreement may be
amended without the consent of the Holders:

                  (i) to cure any ambiguity;

                  (ii) to correct or supplement any provision in this Trust
         Agreement that may be defective or inconsistent with any other
         provision of this Trust Agreement;

                  (iii) to add to the covenants, restrictions or obligations of
         the Guarantor or AANAH;

                  (iv) to conform to any change in the 1940 Act or written
         change in interpretation or application of the rules and regulations
         promulgated thereunder by any legislative body, court, government
         agency or regulatory authority;


                                      64


                  (v) to conform to any change in the Trust Indenture Act or
         written change in interpretation or application of the rules and
         regulations promulgated thereunder by any legislative body, court,
         government agency or regulatory authority; or

                  (vi) to modify, eliminate or add to any provision of this
         Trust Agreement to such extent as may be necessary or desirable;

provided that such amendments do not have a material adverse effect on the
rights, preferences or privileges of the Holders.

         Section 13.02. Meetings of the Holders of Trust Securities; Action by
Written Consent.

         (a) Meetings of the Holders of any class of Trust Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Trust Securities) to consider and act on any matter on which Holders of such
class of Trust Securities are entitled to act under the terms of this Trust
Agreement, the terms of the Trust Securities, the LLC Agreement, the rules of
any stock exchange on which the Trust Preferred Securities are listed or
admitted for trading, the Statutory Trust Act or other applicable law. The
Regular Trustees shall call a meeting of the Holders of such class if directed
to do so by the Holders of at least 10% in liquidation amount of such class of
Trust Securities. Such direction shall be given by delivering to the Regular
Trustees one or more requests in a writing stating that the signing Holders
wish to call a meeting and indicating the general or specific purpose for which
the meeting is to be called. Any Holders calling a meeting shall specify in
writing the Certificates held by the Holders exercising the right to call a
meeting and only those Trust Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

         (b) Except to the extent otherwise provided in the terms of the Trust
Securities, the following provisions shall apply to meetings of Holders:

                  (i) notice of any such meeting shall be given to all the
         Holders having a right to vote thereat at least 7 days and not more
         than 60 days before the date of such meeting. Any action that may be
         taken at a meeting of the Holders may be taken without a meeting if a
         consent in writing setting forth the action so taken is signed by the
         Holders owning not less than the minimum amount of Trust Securities in
         liquidation amount that would be necessary to authorize or take such
         action at a meeting at which all Holders having a right to vote
         thereon were present and voting. Prompt notice of the taking of action
         without a meeting shall be given to the


                                      65


         Holders entitled to vote who have not consented in writing. The
         Regular Trustees may specify that any written ballot submitted to the
         Holders for the purpose of taking any action without a meeting shall
         be returned to the Trust within the time specified by the Regular
         Trustees;

                  (ii) each Holder may authorize any Person to act for it by
         proxy on all matters in which a Holder is entitled to participate,
         including waiving notice of any meeting, or voting or participating at
         a meeting. No proxy shall be valid after the expiration of 11 months
         from the date thereof unless otherwise provided in the proxy. Every
         proxy shall be revocable at the pleasure of the Holder executing it.
         Except as otherwise provided herein, all matters relating to the
         giving, voting or validity of proxies shall be governed by the General
         Corporation Law of the State of Delaware relating to proxies, and
         judicial interpretations thereunder, as if the Trust were a Delaware
         corporation and the Holders were shareholders of a Delaware
         corporation;

                  (iii) each meeting of the Holders shall be conducted by the
         Regular Trustees or by such other Person as the Regular Trustees may
         designate; and

                  (iv) unless the Statutory Trust Act, this Trust Agreement,
         the terms of the Trust Securities, the Trust Indenture Act or the
         listing rules of any stock exchange on which the Trust Preferred
         Securities are then listed for trading, otherwise provide, the Regular
         Trustees, in their sole discretion, shall establish all other
         provisions relating to meetings of Holders, including notice of the
         time, place or purpose of any meeting at which any matter is to be
         voted on by any Holders, waiver of any such notice, action by consent
         without a meeting, the establishment of a record date, quorum
         requirements, voting in person or by proxy or any other matter with
         respect to the exercise of any such right to vote.

                                  Article 14
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

         Section 14.01. Representations and Warranties of Property Trustee.

         The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Trust Agreement,
and each Successor Property Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

         (a) The Property Trustee is an Illinois trust company with trust
powers, duly organized, validly existing and in good standing under the laws of
Illinois,


                                      66


with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, the Trust Agreement;

         (b) The execution, delivery and performance by the Property Trustee of
the Trust Agreement has been duly authorized by all necessary corporate action
on the part of the Property Trustee. The Trust Agreement has been duly executed
and delivered by the Property Trustee;

         (c) The execution, delivery and performance of the Trust Agreement by
the Property Trustee does not conflict with or constitute a breach of the
Articles of Incorporation or By-laws of the Property Trustee;

         (d) The Property Trustee, pursuant to this Trust Agreement, shall hold
legal title to, and a valid ownership interest on behalf of the Holders of the
Trust Securities, in the Company Preferred Securities and agrees that, except
as expressly provided or contemplated by this Agreement, it will not create,
incur, assume, or suffer to exist any mortgage, pledge, hypothecation,
encumbrance, lien or other charge or security interest upon the Company
Preferred Securities.

         Section 14.02. Representations and Warranties of Delaware Trustee.

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Trust Agreement,
and each Successor Delaware Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

         (a) The Delaware Trustee is a Delaware corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
with power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, the Trust Agreement;

         (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Trust Agreement.

         (c) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

                                  Article 15
                                 MISCELLANEOUS

         Section 15.01. Notices.

         All notices provided for in this Trust Agreement shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by registered or certified mail, as follows:


                                      67


         (a) If given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Trust Securities):

                  ABN AMRO Capital Funding Trust VI
                  c/o ABN AMRO North America Holding Company
                  135 South LaSalle Street
                  Chicago, Illinois 60603
                  Facsimile:  312-904-5150
                  Attention:  Chief Legal Officer, LaSalle Bank Corporation

         (b) If given to the Delaware Trustee, at the mailing address set forth
below (or such other address as the Delaware Trustee may give notice of to the
other Trustees):

                  The Bank of New York (Delaware)
                  White Clay Center
                  Route 273
                  Newark, Delaware 19711
                  Facsimile:  (302) 283-8279
                  Attention:  Corporate Trust Administration

         (c) If given to the Property Trustee, at the mailing address set forth
below (or such other address as the Property Trustee may give notice of to the
Holders of the Trust Securities and the other Trustees):

                  BNY Midwest Trust Company
                  2 North LaSalle Street
                  Suite 1020
                  Chicago, Illinois 60602
                  Facsimile:  (312) 827-8542
                  Attention:  Corporate Finance Group

         (d) If given to the Holders of the Trust Common Securities, at the
mailing address of AANAH set forth below (or such other address as the Holder
of the Trust Common Securities may give notice of to the Trust):

                  ABN AMRO North America Holding Company
                  135 South LaSalle Street
                  Chicago, Illinois 60603
                  Facsimile No.: 312-904-5150
                  Attention:  Chief Legal Officer, LaSalle Bank Corporation

         (e) if given to any other Holder, at the address set forth on the
books and records of the Trust.


                                      68


         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         Section 15.02. Governing Law.

         This Trust Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the internal laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

         Section 15.03. Intention of the Parties.

         It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The
provisions of this Trust Agreement shall be interpreted to further this
intention of the parties.

         Section 15.04. Headings.

         Headings contained in this Trust Agreement are inserted for
convenience of reference only and do not affect the interpretation of this
Trust Agreement or any provision hereof.

         Section 15.05. Successors and Assigns.

         Whenever in this Trust Agreement any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Trust Agreement by the
Sponsor, the Guarantor and the Trustees shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed.

         Section 15.06. Partial Enforceability.

         If any provision of this Trust Agreement, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Trust Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

         Section 15.07. Counterparts.

         This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the


                                      69


signature of each of the Trustees and a duly authorized officer of the Sponsor
and the Guarantor to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single
signature page.










                                      70


         IN WITNESS WHEREOF, each of the undersigned has caused these presents
to be executed as of the day and year first above written.

                                      Regular Trustees

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


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


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


                                      THE BANK OF NEW YORK (DELAWARE),
                                           as Delaware Trustee

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


                                      BNY MIDWEST TRUST COMPANY,
                                           as Property Trustee

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









                                      LASALLE FUNDING LLC,
                                           as Sponsor

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





















                                      Consented to by:

                                      ABN AMRO HOLDING N.V.,
                                           as Guarantor

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


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










                                                                     EXHIBIT A-1


                  FORM OF TRUST PREFERRED SECURITY CERTIFICATE

         This Trust Preferred Security is a Global Certificate within the
meaning of the Trust Agreement hereinafter referred to and is registered in the
name of The Depository Trust Company ("DTC") or a nominee of DTC. This Trust
Preferred Security is exchangeable for Trust Preferred Securities registered in
the name of a person other than DTC or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Trust
Preferred Security (other than a transfer of this Trust Preferred Security as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC ) may be registered except in limited circumstances.

         Unless this Trust Preferred Security is presented by an authorized
representative of DTC (55 Water Street, New York, New York), a New York
corporation, to the Trust or its agent for registration of transfer, exchange
or payment, and any Trust Preferred Security issued is registered in the name
of Cede & Co., or such other name as requested by an authorized representative
of DTC (and any payment hereon is made to Cede & Co. or such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.







CUSIP No. [_______]
Certificate No. [____]


               Certificate Evidencing Trust Preferred Securities

                                       of

                       ABN AMRO CAPITAL FUNDING TRUST VI

           6.25% Non-cumulative Guaranteed Trust Preferred Securities
       (liquidation preference U.S. $25.00 per Trust Preferred Security)

                      Guaranteed by ABN AMRO Holding N.V.

         ABN AMRO CAPITAL FUNDING TRUST VI, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of [___] preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 6.25% Non-cumulative Guaranteed Trust Preferred Securities
(liquidation amount $25.00 per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are freely transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, powers, privileges, restrictions,
preferences and other terms and provisions of the Trust Preferred Securities
represented hereby are set forth in, issued under and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement dated as
of September 30, 2003, as the same may be amended from time to time (the "Trust
Agreement"). Capitalized terms used herein but not defined shall have the
meaning given them in the Trust Agreement. By accepting this certificate, the
Holder hereby accepts the rights under the Trust Securities Guarantee with
respect to this Trust Preferred Security, including the rights under Article
6:253 of the Dutch Civil Code, which rights shall be transferred by operation
of law under Article 6:251 of the Dutch Civil Code to any subsequent Holder of
this Trust Preferred Security. The Holder is entitled to the benefits of the
Trust Securities Guarantee to the extent provided in such Guarantee. The
Sponsor will provide a copy of the Trust Agreement, the Trust Securities
Guarantee and the LLC Agreement to a Holder without charge upon written request
to the Trust at its principal place of business.

         THE TRUST PREFERRED SECURITIES ARE TRANSFERABLE ON THE BOOKS AND
RECORDS OF THE TRUST ONLY IN ACCORDANCE WITH THE TERMS OF THE TRUST AGREEMENT.





         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and the Trust Securities Guarantee and is entitled to the benefits
thereunder.


                           [SIGNATURE PAGE TO FOLLOW]









         IN WITNESS WHEREOF, the Trust has executed this certificate this [___]
day of [______], [___].


                                      ABN AMRO CAPITAL FUNDING TRUST VI

                                      By:
                                          --------------------------------------
                                          Name:                        '
                                          as Regular Trustee


                                      Guaranteed to the extent set forth in the
                                      Trust Securities Guarantee dated as of
                                      September 30, 2003.


                                      ABN AMRO HOLDING N.V.

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


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


Authenticated by:

BNY MIDWEST TRUST COMPANY,
as Property Trustee


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



                       (See reverse for additional terms)






                              REVERSE OF SECURITY

         Holders of Trust Preferred Securities shall be entitled to receive
cash distributions at a rate per annum of 6.25% of the stated liquidation
preference of $25.00 per Trust Preferred Security. Distributions on the Trust
Preferred Securities will accumulate from the date of initial issuance or the
last Distribution Date (whichever is later) and will be payable quarterly in
arrears, on March 31, June 30, September 30 and December 31 of each year,
commencing on December 31, 2003, if, as and when funds available for payment
are held by the Property Trustee in the Property Account. Distributions on the
Trust Preferred Securities will not be cumulative. If the Trust Preferred
Securities are in the form of a Global Certificate, the record date for payment
of Distributions will be one Business Day prior to the relevant Distribution
Date. If the Trust Preferred Securities are in the form of Definitive Trust
Preferred Security Certificates, the record date for payment of Distributions
shall be the 15th day of the month in which the relevant Distribution Date
falls. In the event that any Distribution Date is not a Business Day, payment
of such Distributions shall be made on the next succeeding day which is a
Business Day (without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day
(without any reduction of interest or other payments in respect of such early
payment). The amount of Distributions payable for any Distribution Period will
be computed on the basis of a 360-day year of twelve 30-day months, and for any
Distribution Period shorter than a three month period, on the basis of the
actual number of days elapsed. Amounts available to the Trust for Distributions
to the holders of the Trust Preferred Securities will be limited to payments
received by the Trust from the Company on the Company Preferred Securities
(which payments shall include, but not be limited to, Distributions made on the
Company Preferred Securities pursuant to the LLC Securities Guarantee and the
Contingent Distribution, if applicable) or from the Guarantor pursuant to the
Trust Securities Guarantee paid by the Guarantor to the Trust. Distributions on
the Company Preferred Securities will be paid only if, as and when declared in
the sole discretion of the Company or deemed declared under the Guarantees.

         The Company Preferred Securities may be redeemed, with the prior
approval of the Guarantor and the Dutch Central Bank, if such approval is
required at the time of such redemption, by the Company at its option (i) in
whole or in part on or after September 30, 2008, or (ii) in whole but not in
part upon the occurrence of a Special Redemption Event (as defined in the LLC
Agreement), at any time.

         Upon a purchase of the Company Preferred Securities by the Company
upon redemption or otherwise, the proceeds from such purchase shall be
simultaneously applied Pro Rata to redeem Trust Securities having an aggregate




liquidation amount equal to the Company Preferred Securities so purchased or
redeemed for an amount equal to $25.00 per Trust Security plus an amount equal
to accumulated and unpaid Distributions or such lesser amount as shall be
received by the Trust in respect of the Company Preferred Securities so
purchased or redeemed as calculated by the Regular Trustees. Holders will be
given not less than 30 nor more than 60 days notice of such redemption.

         If fewer than all the outstanding Trust Securities are to be so
redeemed, the Trust Common Securities and the Trust Preferred Securities will
be redeemed Pro Rata from each Holder or pursuant to the rules of any
securities exchange on which the Trust Preferred Securities are then listed.

         If, at any time, a Trust Special Event shall occur and be continuing,
the Regular Trustees shall, within 90 days following the occurrence of such
Trust Special Event, elect to either (i) dissolve the Trust upon not less than
30 nor more than 60 days' notice to the Holders and upon not less than 30 nor
more than 60 days' notice to Euroclear and Clearstream, after providing
Euroclear and Clearstream with such information relating to such dissolution
and the Company Preferred Securities, as reasonably requested by either of
them, with the result that, after satisfaction of creditors, if any, of the
Trust, Company Preferred Securities with an aggregate stated liquidation amount
equal to the aggregate stated liquidation amount of, with a Distribution rate
identical to the Distribution rate of, and accumulated and unpaid Distributions
equal to accumulated and unpaid Distributions on, and having the same record
date for payment as, the Trust Preferred Securities and the Trust Common
Securities outstanding at such time would be distributed on a Pro Rata basis to
the Holders of the Trust Preferred Securities and the Trust Common Securities
in liquidation of such Holders' interests in the Trust; provided, however,
that, if at the time there is available to the Trust the opportunity to
eliminate, within such 90-day period, the Trust Special Event by taking some
Ministerial Action, such as filing a form or making an election, or pursuing
some other similar reasonable measure which in the sole judgment of the
Guarantor has or will cause no adverse effect on the Trust, the Company, the
Guarantor, the Bank, AANAH or the Holders or beneficial owners of the Trust
Securities and will involve no material cost, the Trust will pursue such
measure in lieu of dissolution or (ii) cause the Trust Preferred Securities to
remain outstanding, provided that in the case of this clause (ii), the
Guarantor shall pay any and all expenses incurred by or payable by the Trust
attributable to the Trust Special Event.

         Upon the occurrence of a Substitution Event, this Trust Preferred
Security shall be exchanged for a Non-Cumulative Capital Security in accordance
with the Trust Agreement.




         This Trust Preferred Security and all rights hereunder and provisions
hereof shall be governed by and construed in accordance with the internal laws
of the State of Delaware without regard to principles of conflict of laws.









                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security Certificate to:

          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------
         (Insert assignee's social security or tax identification number)


          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------
                    (Insert address and zip code of assignee)


and irrevocably appoints



          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------
agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.
              Date:___________________________

              Signature:_______________________

         (Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)









                                                                     EXHIBIT A-2


THIS TRUST COMMON SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V.,
ABN AMRO BANK N.V. (THE "BANK"), ABN AMRO NORTH AMERICA HOLDING COMPANY, OR ONE
OR MORE OF ANY OF THEIR SUBSIDIARIES OR BRANCHES OF THE BANK WHICH ARE DEEMED
TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED,
OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

                   FORM OF TRUST COMMON SECURITY CERTIFICATE

Certificate No. [__]


                 Certificate Evidencing Trust Common Securities

                                       of

                       ABN AMRO CAPITAL FUNDING TRUST VI

                         6.25% Trust Common Securities
         (liquidation preference U.S. $25.00 per Trust Common Security)

         ABN AMRO CAPITAL FUNDING TRUST VI, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that ABN AMRO
North America Holding Company (the "Holder") is the registered owner of [__]
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the 6.25% Trust Common Securities
(liquidation amount $25.00 per Trust Common Security) (the "Trust Common
Securities"). The designation, rights, powers, privileges, restrictions,
preferences and other terms and provisions of the Trust Common Securities
represented hereby are set forth in, issued under and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement dated as
of September 30, 2003 as the same may be amended from time to time (the "Trust
Agreement"). By accepting this Certificate, the Holder hereby assents to the
Trust Agreement and agrees to be bound by its terms. The Holder is entitled to
the benefits of the Trust Securities Guarantee and the Contingent Guarantee to
the extent provided in each such Guarantee.

         Capitalized terms used herein but not defined shall have the meaning
given them in the Trust Agreement.











         IN WITNESS WHEREOF, the Trust has executed this certificate this [___]
day of [______], [____].


                                      ABN AMRO CAPITAL FUNDING TRUST VI

                                      By:
                                          --------------------------------------
                                          Name:                                ,
                                          as Regular Trustee


                                      Guaranteed to the extent set forth in the
                                      Trust Securities Guarantee dated as of
                                      September 30, 2003.

                                      ABN AMRO HOLDING N.V.

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


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



Acknowledged by:

BNY MIDWEST TRUST COMPANY,
as Property Trustee

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









                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Common Security Certificate to:

          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------
          (Insert assignee's social security or tax identification number)

          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------
                      (Insert address and zip code of assignee)

and irrevocably appoints

          ---------------------------------------------------------------

          ---------------------------------------------------------------

          ---------------------------------------------------------------

agent to transfer this Trust Common Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

              Date:___________________________

              Signature:_______________________

         (Sign exactly as your name appears on the other side of this Trust
Common Security Certificate)

EX-4.2

                                                                     EXHIBIT 4.2

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




                              AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT



                                       OF



                        ABN AMRO CAPITAL FUNDING LLC VI








                         Dated as of September 30, 2003




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





                               TABLE OF CONTENTS

                           ------------------------

                                                                           PAGE
                                                                           ----

                                   ARTICLE 1
                                 DEFINED TERMS

Section 1.01.  Definitions.....................................................1
Section 1.02.  Headings.......................................................10

                                   ARTICLE 2
                              TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application...............................10
Section 2.02.  Lists of Holders of Securities.................................10
Section 2.03.  Reports by the Manager Trustee.................................10
Section 2.04.  Periodic Reports to Manager Trustee............................11
Section 2.05.  Evidence of Compliance with Conditions Precedent...............11
Section 2.06.  Events of Default; Waiver......................................11
Section 2.07.  Event of Default; Notice.......................................12
Section 2.08.  Rights of Holders..............................................12

                                   ARTICLE 3
                  POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE

Section 3.01.  Powers, Duties and Rights of Manager Trustee...................12
Section 3.02.  Certain Rights of Manager Trustee..............................14
Section 3.03.  Not Responsible for Recitals or Issuance of Agreement..........16

                                   ARTICLE 4
                                MANAGER TRUSTEE

Section 4.01.  Manager Trustee; Eligibility...................................17
Section 4.02.  Appointment, Removal and Resignation of Manager Trustee........17
Section 4.03.  Indemnification and Expenses of the Manager Trustee............18

                                   ARTICLE 5
              CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS

Section 5.01.  Continuation...................................................18
Section 5.02.  Admission of Securityholders...................................19
Section 5.03.  Name...........................................................19
Section 5.04.  Term...........................................................19
Section 5.05.  Registered Agent and Office....................................19


                                       i



Section 5.06.  Principal Place of Business....................................19
Section 5.07.  Qualification in Other Jurisdictions...........................19

                                   ARTICLE 6
                   PURPOSE AND POWERS OF THE COMPANY; BY-LAWS

Section 6.01.  Purposes and Powers............................................20
Section 6.02.  By-Laws........................................................21

                                   ARTICLE 7
               CAPITAL CONTRIBUTIONS; ALLOCATIONS AND SECURITIES

Section 7.01.  Form of Contribution...........................................21
Section 7.02.  Contributions with Respect to the Common Securityholder........21
Section 7.03.  Contributions with Respect to the Preferred Securityholders....21
Section 7.04.  Allocation of Profits and Losses...............................21
Section 7.05.  Withholding....................................................22
Section 7.06.  Securities as Personal Property................................22

                                   ARTICLE 8
                                SECURITYHOLDERS

Section 8.01.  Powers of Securityholders......................................23
Section 8.02.  Partition......................................................23
Section 8.03.  Resignation....................................................23
Section 8.04.  Liability of Securityholders...................................23

                                   ARTICLE 9
                                   MANAGEMENT

Section 9.01.  Management of the Company......................................23
Section 9.02.  Limits on Board of Directors' Powers...........................27
Section 9.03.  Reliance by Third Parties......................................28
Section 9.04.  No Management by Any Preferred Securityholders.................28
Section 9.05.  Business Transactions of the Common Securityholder
                 with the Company.............................................28
Section 9.06.  Outside Businesses.............................................29
Section 9.07.  Duties of the Guarantee Independent Director and
                 Independent Directors........................................29

                                   ARTICLE 10
                                   SECURITIES

Section 10.01.  Securities....................................................29
Section 10.02.  Preferred Securities..........................................30


                                      ii



Section 10.03.  Substitution of Intercompany Securities for
                  Non-Cumulative Capital Securities...........................39

                                   ARTICLE 11
                              VOTING AND MEETINGS

Section 11.01.  Voting Rights of Preferred Securityholders....................40
Section 11.02.  Voting Rights of Common Securityholders.......................41
Section 11.03.  Meetings of the Securityholders...............................41

                                   ARTICLE 12
                                   DIVIDENDS

Section 12.01.  Dividends.....................................................42
Section 12.02.  Limitations on Distributions..................................42

                                   ARTICLE 13
                               BOARDS AND RECORDS

Section 13.01.  Financial Statements..........................................43
Section 13.02.  Limitation on Access to Records...............................43
Section 13.03.  Accounting Method.............................................43
Section 13.04.  Annual Audit..................................................43

                                   ARTICLE 14
                                  TAX MATTERS

Section 14.01.  Company Tax Returns...........................................43
Section 14.02.  Tax Reports...................................................44
Section 14.03.  Taxation as a Partnership.....................................44
Section 14.04.  Taxation of Securityholders...................................44

                                   ARTICLE 15
                                    EXPENSES

Section 15.01.  Expenses......................................................44

                                   ARTICLE 16
         TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS

Section 16.01.  Right of Assignee to Become a Preferred Securityholder........45
Section 16.02.  Events of Cessation of Security Ownership.....................45
Section 16.03.  Persons Deemed Preferred Securityholders......................45
Section 16.04.  The Preferred Certificates....................................46
Section 16.05.  Transfer of Preferred Certificates............................46


                                      iii



Section 16.06.  Mutilated, Destroyed, Lost or Stolen Preferred Certificates...47
Section 16.07.  Book-entry Provisions.........................................48
Section 16.08.  Transfer of Common Securities.................................50

                                   ARTICLE 17
           MERGERS, CONSOLIDATIONS AND SALES; INTERCOMPANY SECURITIES

Section 17.01.  The Company...................................................50
Section 17.02.  Intercompany Securities.......................................51

                                   ARTICLE 18
                    DISSOLUTION, LIQUIDATION AND TERMINATION

Section 18.01.  No Dissolution................................................52
Section 18.02.  Events Causing Dissolution....................................52
Section 18.03.  Notice of Dissolution.........................................53
Section 18.04.  Liquidation...................................................53
Section 18.05.  Termination...................................................53

                                   ARTICLE 19
                                 MISCELLANEOUS

Section 19.01.  Amendments....................................................54
Section 19.02.  Amendment of Certificate......................................54
Section 19.03.  Successors....................................................54
Section 19.04.  Law; Severability.............................................54
Section 19.05.  Filings.......................................................55
Section 19.06.  Power of Attorney.............................................55
Section 19.07.  Exculpation...................................................56
Section 19.08.  Indemnification...............................................56
Section 19.09.  Notices.......................................................56


ANNEX A - By-Laws of ABN AMRO Capital Funding LLC VI
ANNEX B - List of Initial Directors and Officers
ANNEX C - Form of Certificate Evidencing Preferred Securities


                                      iv



                            CROSS-REFERENCE TABLE1

               Section of Trust Indenture Act                   Section of
                    of 1939, as amended                          Agreement
310(a).............................................................4.01(a)
310(b).......................................................2.09, 4.01(c)
310(c)........................................................Inapplicable
311(a).............................................................2.02(b)
311(b).............................................................2.02(b)
311(c)........................................................Inapplicable
312(a).............................................................2.02(a)
312(b).............................................................2.02(b)
313...................................................................2.03
314(a)................................................................2.04
314(b)........................................................Inapplicable
314(c)................................................................2.05
314(d)........................................................Inapplicable
314(f)........................................................Inapplicable
315(a).....................................................3.01(c), 301(d)
315(b)................................................................2.07
315(c).............................................................3.01(c)
315(d).............................................................3.01(d)
316(a)................................................................2.08

- ---------
     1 This Cross-Reference Table does not constitute part of the Agreement and
shall not affect the interpretation of any of its terms or provisions.


                                       v



     This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ABN AMRO
CAPITAL FUNDING LLC VI (the "Company") is made as of September 30, 2003, among
ABN AMRO NORTH AMERICA HOLDING COMPANY ("AANAH"), a wholly-owned indirect
subsidiary of ABN AMRO Holding N.V., as the initial Common Securityholder (as
defined below), ABN AMRO CAPITAL FUNDING TRUST VI (the "Trust"), as the initial
Preferred Securityholder (as defined below) and BNY MIDWEST TRUST COMPANY, as
Manager Trustee (as defined below) for the benefit of the Persons (as defined
below) who may become Preferred Securityholders of the Company from time to
time in accordance with the provisions hereof.

     WHEREAS, AANAH, as the organizing member, has formed a limited liability
company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. ss.
18-101, et seq., as amended from time to time (the "Delaware Act"), by causing
the filing of a Certificate of Formation of the Company with the office of the
Secretary of State of the State of Delaware on March 28, 2003, and has entered
into the Limited Liability Company Agreement of the Company dated as of March
28, 2003 (the "Original Agreement"); and

     WHEREAS, the Securityholders desire to amend and restate the Original
Agreement as provided in this Amended and Restated Limited Liability Company
Agreement of the Company (as amended, modified or supplemented from time to
time in accordance with its terms, this "Agreement") and to continue the
Company as a limited liability company under the Delaware Act in accordance
with the provisions of this Agreement;

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

                                  ARTICLE 1.
                                 DEFINED TERMS

     Section 1.01. Definitions. Unless the context otherwise requires, the
terms defined in this Article 1 shall, for the purposes of this Agreement, have
the meanings herein specified.

     "1939 Act" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

     "1940 Act" means the United States Investment Company Act of 1940, as
amended from time to time, or any successor legislation.





     "AANAH" has the meaning set forth in the Preamble of this Agreement.

     "Additional Amounts" has the meaning specified in Section 10.02(c).

     "Administrative Action" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory
procedure, notice or announcement (including any notice or announcement of
intent to adopt such procedures or regulations).

     "Administrator" has the meaning specified in Section 16.05(b).

     "Affiliate" means, with respect to a specified Person, any Person directly
or indirectly controlling, controlled by, or under common control with the
specified Person.

     "Agreement" has the meaning specified in the second Recital of this
Agreement.

     "authorized person" has the meaning specified in Section 5.01(b).

     "Bank" means ABN AMRO Bank N.V.

     "Board of Directors" means the Board of Directors of the Company as
constituted in accordance with the provisions of this Agreement and of the
By-Laws.

     "Book-Entry Interest" means a beneficial interest in the Preferred
Certificates, ownership and transfers of which shall be maintained and made
through book-entries of a Clearing Agency as set forth in Section 16.07 of this
Agreement.

     "Business Day" means a day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York, London and Amsterdam are
authorized or required by law to remain closed.

     "By-Laws" means the By-Laws of the Company in the form of Annex A hereto,
as they may be amended from time to time by the Board of Directors of the
Company in accordance with the provisions of this Agreement (which By-Laws are,
for all purposes of this Agreement, deemed to be incorporated herein and to be
a part hereof).

     "Capital Event" means a notification to the Guarantor from the Dutch
Central Bank to the effect that the Preferred Securities may not be included in
Tier I capital of the Guarantor, unless such notification is the result of the
reinvestment of the proceeds from the Intercompany Securities in other


                                       2



Intercompany Securities, in which case such event shall not constitute a
"Capital Event".

     "Certificate" means the Certificate of Formation of the Company and any
and all amendments thereto and restatements thereof filed on behalf of the
Company with the office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act.

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for
the Preferred Securities and in whose name or in the name of a nominee of whom
shall be registered a Global Certificate and which shall undertake to effect
book-entry transfers and pledges of beneficial interests in the Preferred
Securities.

     "Closing Date" means the "closing time" under the Underwriting Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding United States federal tax statute enacted after the date of this
Agreement. A reference to a specific section (ss.) of the Code (or any Treasury
regulation promulgated thereunder) refers not only to such section but also to
any corresponding provision of any United States federal tax statute (or any
Treasury regulation promulgated thereunder) enacted after the date of this
Agreement, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Agreement containing such
reference.

     "Common Securities" means the securities of the Company representing
common limited liability company member interests in the Company which are
described in this Agreement.

     "Common Securityholder" means a Securityholder that owns one or more
Common Securities.

     "Company" has the meaning specified in the Preamble of this Agreement.

     "Contingent Distribution" has the meaning specified in Section 10.02(h).

     "Contingent Guarantee" means the Contingent Guarantee Agreement dated as
of September 30, 2003, among the Guarantor, the Company and the Guarantee
Trustee.

     "Delaware Act" has the meaning specified in the first Recital of this
Agreement.


                                       3



     "Directors" means each of the Persons listed as directors on Annex B
hereto until such Persons shall resign or otherwise be duly removed as a
Director, and each Person who may from time to time be designated to serve as a
successor to any Director of the Company in accordance with the provisions of
this Agreement and of the By-Laws.

     "Dividend Payment Date" has the meaning set forth in Section 10.02(b)(i).

     "Dividend Period" has the meaning set forth in Section 10.02(b)(i).

     "Dividend Rate" means 6.25% per annum.

     "DTC" means The Depository Trust Company, a New York corporation, the
initial Clearing Agency.

     "Dutch Central Bank" means De Nederlandsche Bank N.V.

     "Euronext" means the Official Segment of Euronext Amsterdam N.V.'s Stock
Market.

     "Event of Default" means the non-payment of dividends on the Preferred
Securities for four consecutive Dividend Periods or any six Dividend Periods.

     "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

     "Fiscal Year" means (i) the period commencing upon the formation of the
Company and ending on December 31, 2003, and (ii) any subsequent twelve (12)
month period commencing on January 1 and ending on December 31.

     "Guarantee Independent Director" has the meaning specified in Section
10.02(i)(iii).

     "Guarantee Trustee" means BNY Midwest Trust Company, as Guarantee Trustee
under the LLC Guarantee, the Trust Guarantee and the Contingent Guarantee.

     "Guarantor" means ABN AMRO Holding N.V., a public limited liability
company incorporated under the laws of The Netherlands.

     "Holder" means any initial holder or subsequent holder of securities
issued by the Trust or the Company, as registered on the books and records of
the Trust or the Company, as the case may be.


                                       4



     "Independent Director" means each member of the Board of Directors who (i)
is not a current officer or employee of the Company, the Bank or any Affiliate
of the Bank or of any Person or Persons that, in the aggregate, own more than
10% of the Common Securities or (ii) is elected to the Board of Directors by
the Preferred Securityholders in accordance with the provisions hereof.

     "Initial Intercompany Securities" means 6.375% Intercompany Securities
issued by the Bank.

     "Intercompany Securities" means the Initial Intercompany Securities and
the Successor Intercompany Securities.

     "Investment Company Event" means that the Guarantor shall have requested
and received an opinion of a nationally recognized U.S. law firm experienced in
such matters to the effect that there is more than an insubstantial risk that
the Company is or will be considered an "investment company" within the meaning
of the 1940 Act (i) as a result of any judicial decision, any pronouncement or
interpretation (irrespective of the manner made known), the adoption or
amendment of any law, rule or regulation, any notice of announcement (including
any notice or announcement or intent to adopt such rule or regulation) by any
U.S. legislative body, court, governmental agency, or regulatory authority
after the date hereof or (ii) as a result of any change after the date hereof
in the laws of the Netherlands relating to the enforceability of the Trust
Guarantee or the LLC Guarantee thereunder, as confirmed in an opinion of a
nationally recognized Dutch law firm experienced in such matters.

     "LBC" means LaSalle Bank Corporation, a Delaware corporation, a direct
subsidiary of AANAH.

     "LLC Guarantee" means the Company Preferred Securities Guarantee Agreement
dated as of September 30, 2003, among the Guarantor, the Trust, as the initial
Preferred Securityholder, and the Guarantee Trustee.

     "Majority (or other stated percentage) in liquidation amount" means,
except as provided by the 1939 Act, a vote by Securityholders of a class of
Securities, voting as a class, of more than 50% (or other stated percentage) of
the liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid dividends to
the date upon which the voting percentages are determined) of all Securities of
such class.

     "Manager Trustee" means BNY Midwest Trust Company, until a Successor
Manager Trustee has been appointed and has accepted such


                                       5



appointment pursuant to the terms of this Agreement and thereafter means each
such Successor Manager Trustee.

     "Non-Cumulative Capital Securities" has the meaning set forth in Section
10.03(a).

     "Officer" means each of the Persons listed as an Officer on Annex B hereto
until such Person shall resign or otherwise be duly removed as an Officer and
each Person who may from time to time be duly appointed an Officer by the Board
of Directors or pursuant to Section 9.01(a) and acting in accordance with the
provisions of this Agreement and of the By-Laws.

     "Officer's Certificate" means, with respect to the Company, a certificate
signed by a duly authorized Officer.

     "Ordinary Shares" means the ordinary shares of the Guarantor, any other
shares of the Guarantor's capital stock ranking junior to the Parity Preferred
Shares, if any, and any guarantees of the Guarantor ranking junior to the
Parity Guarantees.

     "Original Agreement" has the meaning specified in the first Recital of
this Agreement.

     "Parity Guarantee" means any guarantee issued by the Guarantor of any
preferred securities, preferred or preference shares or any other securities
that qualify as Tier 1 capital for the Guarantor issued by any subsidiary of
the Guarantor, if such guarantee ranks pari passu with the Guarantor's
obligations under the LLC Guarantee and the Trust Guarantee.

     "Parity Preferred Shares" means the most senior ranking preferred or
preference shares issued by the Guarantor, or other securities that qualify as
Tier 1 capital for the Guarantor.

     "Parity Securities" means, collectively, the Parity Guarantees, the Parity
Preferred Shares and the Parity Subsidiary Securities.

     "Parity Subsidiary Securities" means any securities issued by a subsidiary
of the Guarantor guaranteed by the Guarantor under a Parity Guarantee.

     "Person" means any individual, corporation, association, partnership
(general or limited), joint venture, trust, estate, limited liability company,
or other legal entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


                                       6



     "Power of Attorney" means the power of attorney granted pursuant to
Section 19.06.

     "Preferred Certificate" means a certificate substantially in the form
attached hereto as Annex C, evidencing the Preferred Securities held by a
Preferred Securityholder.

     "Preferred Securities" has the meaning specified in Section 10.02.

     "Preferred Securityholder" means a Securityholder that holds one or more
Preferred Securities.

     "Qualified Subsidiary" means one or more subsidiaries of the Guarantor,
the Bank or AANAH, which are deemed to be a "company controlled by the parent
company" under Rule 3a-5, as amended, of the 1940 Act.

     "Redemption Notice" has the meaning specified in Section 10.02(e).

     "Redemption Price" has the meaning set forth in Section 10.02(d).

     "Registrar" has the meaning specified in Section 16.05(a).

     "Regulatory Event" means that the Bank shall have been notified in writing
by the Dutch Central Bank to the effect that at any Intercompany Securities
interest payment date, the Bank's capital adequacy ratio would, after payment
of such interest, be less than the minimum capital adequacy requirements as
then applied and enforced by the Dutch Central Bank or any other appropriate
regulator.

     "Relevant Jurisdiction" means The Netherlands and, during any period any
Successor Intercompany Security is outstanding, the jurisdiction of residence
of any obligor on any such Successor Intercompany Security.

     "Relevant Tax" means any present or future taxes, duties, assessments or
governmental charges of whatever nature, imposed or levied by or on behalf of
any Relevant Jurisdiction or any authority therein or thereof having power to
tax.

     "Responsible Officer" means, with respect to the Manager Trustee, any
officer within the Corporate Trust Office of the Manager Trustee, including any
vice president, any assistant vice president, any secretary, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Manager Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.


                                       7



     "Securities Act" means the United States Securities Act of 1933, as
amended from time to time, or any successor legislation.

     "Securities Register" has the meaning specified in Section 16.05(a).

     "Security" means a limited liability company interest in the Company,
including the right of the holder thereof to any and all benefits to which a
Securityholder may be entitled as provided in this Agreement, together with the
obligations of a Securityholder to comply with all of the terms and provisions
of this Agreement, and includes the Common Securities and the Preferred
Securities from time to time outstanding.

     "Securityholder" means any Person that holds a Security of the Company and
is admitted as a member and Securityholder of the Company pursuant to the
provisions of this Agreement and of the Delaware Act, in its capacity as a
Securityholder of the Company. For purposes of the Delaware Act, the Common
Securityholders and the Preferred Securityholders shall constitute separate
classes or groups of Securityholders and of members of the Company.

     "Services Agreement" means the Services Agreement dated as of September
30, 2003 among LBC, the Guarantor, the Trust and the Company.

     "Special Redemption Event" means (a) a Capital Event, (b) a Tax Event or
(c) an Investment Company Event.

     "Substitution Event" has the meaning set forth in Section 10.03(a).

     "Successor Intercompany Securities" has the meaning specified in Section
6.01(b).

     "Successor Securities" has the meaning specified in Section 17.01.

     "Tax Event" means the receipt by the Guarantor or any of its Affiliates of
an opinion of a nationally recognized law firm or other tax advisor in the
United States or The Netherlands, as appropriate, experienced in such matters
to the effect that, as a result of (A) any amendment to, clarification of, or
change (including any announced prospective change) in, the laws or treaties
(or any regulations promulgated thereunder) of the United States or The
Netherlands or any political subdivision or taxing authority thereof or therein
affecting taxation, (B) any Administrative Action or (C) any amendment to,
clarification of, or change in the official position or the interpretation of
any Administrative Action or any interpretation or pronouncement that provides
for a position with respect to any Administrative Action that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in
which such amendment,


                                       8



clarification or change is made known, which amendment, clarification or change
is effective or which pronouncement or decision is announced, on or after the
date of issuance of the Preferred Securities, there is more than an
insubstantial risk that (A) the Company is, or will be, subject to more than a
de minimis amount of taxes, duties or other governmental charges, (B) the
Guarantor or the Bank is or will be required to pay any Additional Amounts in
respect of any taxes, duties or other governmental charges with respect to
payments of interest or principal on the Intercompany Securities or with
respect to any payments on the Preferred Securities under the LLC Guarantee or
the Contingent Guarantee, or (C) the Company is or will be required to pay any
Additional Amounts in respect of any taxes, duties or other governmental
charges with respect to any Dividends.

     "Tax Matters Partner" means AANAH, designated as such in Section 14.01.

     "Transfer Agent" has the meaning specified in Section 16.05(a).

     "Treasury Regulations" means the income tax regulations, including
temporary regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

     "Trust" has the meaning set forth in the Preamble of this Agreement.

     "Trust Common Securities" means the 6.25% common securities issued by the
Trust.

     "Trust Guarantee" means the Trust Securities Guarantee Agreement dated as
of September 30, 2003, among the Guarantor, the Initial Holders named therein,
and the Guarantee Trustee.

     "Trust Preferred Securities" means the 6.25% Non-cumulative Guaranteed
Trust Preferred Securities issued by the Trust.

     "Trust Securities" means the Trust Common Securities and the Trust
Preferred Securities.

     "Underwriting Agreement" means the Underwriting Agreement dated as of
September 25, 2003 among the Guarantor, the Bank, AANAH, the Company, the
Trust, LBC, LaSalle Funding LLC and ABN AMRO Incorporated and ABN AMRO
Financial Services, Inc., as representatives of the underwriters named in
Schedule A therein relating to the sale and issuance of the Trust Preferred
Securities.


                                       9



     Section 1.02. Headings. The headings and subheadings in this Agreement are
included for convenience and identification only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

                                   ARTICLE 2
                              TRUST INDENTURE ACT

     Section 2.01. Trust Indenture Act; Application. (a) This Agreement is
subject to the provisions of the 1939 Act that are required to be part of this
Agreement and shall, to the extent applicable, be governed by such provisions.
A term defined in the 1939 Act has the same meaning when used in this
Agreement, unless otherwise defined in this Agreement or unless the context
otherwise requires.

     (a) If and to the extent that any provision of this Agreement limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the 1939 Act, such imposed duties shall control.

     Section 2.02. Lists of Holders of Securities. (a) If the Preferred
Securities are not held in the name of BNY Midwest Trust Company, as property
trustee of the Trust, or in the form of a Global Certificate registered in the
name of Cede & Co. or a nominee of DTC, the Manager Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Preferred Securityholders. If the Manager
Trustee is not the Registrar, the Company, or AANAH on behalf of the Company,
shall furnish to the Manager Trustee quarterly on or before the last day of
March, June, September, and December in each year, and at such other times as
the Manager Trustee may request in writing, a list, in such form and as of such
date as the Manager Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any
of its paying agents other than the Manager Trustee as to the names and
addresses of Preferred Securityholders.

     (b) The Manager Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the 1939 Act.

     Section 2.03. Reports by the Manager Trustee. Within 60 days after May 15
of each year, the Manager Trustee shall provide to the Preferred
Securityholders such reports as are required by Section 313 of the 1939 Act, if
any, in the form and in the manner provided by Section 313 of the 1939 Act. The
Manager Trustee shall also comply with the requirements of Section 313(d) of
the 1939 Act.


                                      10



     Section 2.04. Periodic Reports to Manager Trustee. The Company shall
provide to the Manager Trustee such documents, reports and information as
required by Section 314 (if any) and the compliance certificate required by
Section 314 of the 1939 Act in the form, in the manner and at the times
required by Section 314 of the 1939 Act. Delivery of such reports, information
and documents to the Manager Trustee is for informational purposes only and the
Manager Trustee's receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Manager Trustee is entitled to rely exclusively on Officer's
Certificates).

     Section 2.05. Evidence of Compliance with Conditions Precedent. The
Company shall provide to the Manager Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Agreement that relate to
any of the matters set forth in Section 314(c) of the 1939 Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the 1939 Act may be given in the form of an Officer's Certificate and shall
include:

     (a) a statement that each Officer signing the Officer's Certificate has
read the covenant or condition and the definition relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each Officer in rendering the Officer's
Certificate;

     (c) a statement that each such Officer has made such examination or
investigation as, in such Officer's opinion, is necessary to enable such
Officer 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, in the opinion of each such Officer, such
condition or covenant has been complied with.

     Section 2.06. Events of Default; Waiver. The Holders of a Majority in
liquidation amount of the Preferred Securities may, by vote, on behalf of the
Preferred Securityholders, waive any past Event of Default and its
consequences, except an Event of Default in respect of a term or provision
hereof which cannot be modified or amended without the consent of each
Preferred Securityholder. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


                                      11



     Section 2.07. Event of Default; Notice. (a) The Manager Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Preferred Securityholders, notices of all
Events of Default actually known to a Responsible Officer of the Manager
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, the Manager Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Manager Trustee in good
faith determines that the withholding of such notice is in the interests of the
Preferred Securityholders.

     (b) The Manager Trustee shall not be deemed to have knowledge of any Event
of Default unless the Manager Trustee shall have received written notice, or a
Responsible Officer of the Manager Trustee charged with the administration of
the Agreement shall have obtained actual knowledge, of such Event of Default.

     Section 2.08. Rights of Holders. (a) The Holders of a Majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting of any proceeding for any remedy available
to the Manager Trustee in respect of enforcing the rights of such class under
this Agreement or exercising any trust or power conferred upon the Manager
Trustee under this Agreement.

     (b) If the Manager Trustee fails to enforce its rights under this
Agreement after a Preferred Securityholder has made a written request, such
Preferred Securityholder may institute a legal proceeding directly against the
Company to enforce the Manager Trustee's rights under this Agreement, without
first instituting a legal proceeding against the Manager Trustee or any other
person or entity. Notwithstanding the foregoing, if the Company has failed to
make any payment of dividends declared, a Preferred Securityholder may take any
action authorized by this Agreement and may directly institute a proceeding in
such Preferred Securityholder's own name against the Company for enforcement of
this Agreement for such payment or the Guarantor for enforcement of the LLC
Guarantee.

                                   ARTICLE 3
                  POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE

     Section 3.01. Powers, Duties and Rights of Manager Trustee. (a) This
Agreement shall be held by the Manager Trustee for the benefit of the Preferred
Securityholders, and the Manager Trustee shall not transfer this Agreement to
any Person except a Preferred Securityholder exercising his or her rights
pursuant to Section 2.08(b) or to a Successor Manager Trustee on acceptance by
such Successor Manager Trustee of its appointment to act as Successor Manager
Trustee. The right, title and interest of the Manager Trustee in this Agreement


                                      12



shall automatically vest in any Successor Manager Trustee, and such vesting and
cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Manager Trustee.

     (b) If an Event of Default actually known to a Responsible Officer of the
Manager Trustee has occurred and is continuing, the Manager Trustee shall
enforce this Agreement for the benefit of the Preferred Securityholders.

     (c) The Manager Trustee, before the occurrence of any Event of Default and
after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Agreement, and no implied covenants shall be read into this Agreement
against the Manager Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.06) and is actually known to a
Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (d) No provision of this Agreement shall be construed to relieve the
Manager Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act, or its own willful misconduct, except that:

          (i) Prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Manager Trustee shall be
          determined solely by the express provisions of this Agreement, and
          the Manager Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Agreement, and no implied covenants or obligations shall be read into
          this Agreement against the Manager Trustee; and

               (B) in the absence of bad faith on the part of the Manager
          Trustee, the Manager Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Manager
          Trustee and conforming to the requirements of this Agreement; but in
          the case of any such certificates or opinions that by any provision
          hereof are specifically required to be furnished to the Manager
          Trustee, the Manager Trustee shall be


                                      13



          under a duty to examine the same to determine whether or not they
          conform to the requirements of this Agreement (but need not confirm
          or investigate the accuracy or any mathematical calculations or other
          facts stated therein);

          (ii) The Manager Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Manager
     Trustee, unless it shall be proved that the Manager Trustee was grossly
     negligent in ascertaining the pertinent facts upon which such judgment was
     made;

          (iii) The Manager 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 Securityholders relating to the time, method and
     place of conducting any proceeding for any remedy available to the Manager
     Trustee, or exercising any trust or power conferred upon the Manager
     Trustee under this Agreement; and

          (iv) No provision of this Agreement shall require the Manager 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 the Manager Trustee shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     assured to it under the terms of this Agreement or indemnity, satisfactory
     to the Manager Trustee, against such risk or liability is not reasonably
     assured to it.

     Section 3.02. Certain Rights of Manager Trustee. (a) Subject to the
provisions of Section 3.01:

          (i) The Manager Trustee may conclusively rely, and shall be fully
     protected in acting or refraining from acting upon, any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document (whether in its original or
     facsimile form) believed by it to be genuine and to have been signed, sent
     or presented by the proper party or parties.

          (ii) Any direction or act of the Company contemplated by this
     Agreement shall be sufficiently evidenced by an Officer's Certificate.

          (iii) Whenever, in the administration of this Agreement, the Manager
     Trustee shall deem it desirable that a matter be proved or established
     before taking, suffering or omitting any action hereunder, the


                                      14



     Manager Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively
     rely upon an Officer's Certificate which, upon receipt of such request,
     shall be promptly delivered by the Company.

          (iv) The Manager Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (including any financing or
     continuation statement or any filing under tax or securities laws) (or any
     rerecording, refiling or reregistration thereof).

          (v) The Manager Trustee may, at the expense of the Company, consult
     with counsel or other experts of its selection, and the advice or opinion
     of such counsel and experts with respect to legal matters or advice within
     the scope of such experts' area of expertise shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in accordance with such advice
     or opinion. Such counsel may be counsel to the Company or any of its
     Affiliates and may include any of its employees. The Manager Trustee shall
     have the right at any time to seek instructions concerning the
     administration of this Agreement from any court of competent jurisdiction.

          (vi) The Manager Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Agreement at the request or
     direction of any Preferred Securityholder, unless such Preferred
     Securityholder shall have provided to the Manager Trustee such security
     and indemnity, satisfactory to the Manager Trustee, against the costs,
     expenses (including attorneys' fees and expenses and the expenses of the
     Manager Trustee's agents, nominees or custodians) and liabilities that
     might be incurred by it in complying with such request or direction,
     including such reasonable advances as may be requested by the Manager
     Trustee; provided that, nothing contained in this Section 3.02(a)(vi)
     shall be taken to relieve the Manager Trustee, upon the occurrence of an
     Event of Default, of its obligation to exercise the rights and powers
     vested in it by this Agreement.

          (vii) The Manager 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,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Manager Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit but shall incur no liability or additional
     liability of any kind by reason of such inquiry or investigation.


                                      15



          (viii) The Manager Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, nominees, custodians or attorneys, and the Manager Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder.

          (ix) Any action taken by the Manager Trustee or its agents hereunder
     shall bind the Preferred Securityholders, and the signature of the Manager
     Trustee or its agents alone shall be sufficient and effective to perform
     any such action. No third party shall be required to inquire as to the
     authority of the Manager Trustee to so act or as to its compliance with
     any of the terms and provisions of this Agreement, both of which shall be
     conclusively evidenced by the Manager Trustee or its agent taking such
     action.

          (x) Whenever in the administration of this Agreement the Manager
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Manager Trustee (i) may request written instructions from the Holders of a
     Majority in liquidation amount of the Preferred Securities, (ii) may
     refrain from enforcing such remedy or right or taking such other action
     until such written instructions are received and (iii) shall be protected
     in conclusively relying on or acting in accordance with such written
     instructions.

          (xi) The Manager Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith and reasonably
     believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Agreement.

     (b) No provision of this Agreement shall be deemed to impose any duty or
obligation on the Manager Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it in any jurisdiction
in which it shall be illegal, or in which the Manager Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Manager Trustee shall be
construed to be a duty.

     Section 3.03. Not Responsible for Recitals or Issuance of Agreement. The
recitals contained in this Agreement shall be taken as the statements of the
Company, and the Manager Trustee does not assume any responsibility for their
correctness. The Manager Trustee makes no representation as to the validity or
sufficiency of this Agreement.


                                      16



                                   ARTICLE 4
                                MANAGER TRUSTEE

     Section 4.01. Manager Trustee; Eligibility. There shall at all times be a
Manager Trustee which shall:

          (i) not be an Affiliate of the Company; and

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State thereof or of the District of
     Columbia, or a corporation or Person permitted by the Securities and
     Exchange Commission to act as an institutional trustee under the 1939 Act,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least 50 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by Federal,
     State, or District of Columbia authority. If such corporation publishes
     reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then, for the purposes of this Section 4.01(a)(ii), 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.

     (b) If at any time the Manager Trustee shall cease to be eligible to so
act under Section 4.01(a), the Manager Trustee shall immediately resign in the
manner and with the effect set out in Section 4.02(c).

     (c) If the Manager Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the 1939 Act, the Manager Trustee and
Company shall in all respects comply with the provisions of Section 310(b) of
the 1939 Act.

     Section 4.02. Appointment, Removal and Resignation of Manager Trustee. (a)
Subject to Section 4.02(b), the Manager Trustee may be appointed or removed
without cause at any time by a majority of the outstanding Common
Securityholders voting as a class at a meeting of the Common Securityholders.

     (b) The Manager Trustee shall not be removed in accordance with Section
4.02(a) until a Successor Manager Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Manager
Trustee and delivered to the Company.

     (c) The Manager Trustee appointed to office shall hold office until a
Successor Manager Trustee shall have been appointed or until its removal or
resignation. The Manager Trustee may resign from office (without need for prior


                                      17



or subsequent accounting) by an instrument in writing executed by the Manager
Trustee and delivered to the Company, which resignation shall not take effect
until a Successor Manager Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Manager Trustee
and delivered to the Company and the resigning Manager Trustee.

     (d) If no Successor Manager Trustee shall have been appointed and accepted
appointment as provided in this Section 4.02 within 60 days after delivery of
an instrument of removal or resignation, the Manager Trustee resigning or being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for appointment of a Successor Manager Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Manager Trustee.

     (e) No Manager Trustee shall be liable for the acts or omissions to act of
any Successor Manager Trustee.

     (f) Upon termination of this Agreement or removal or resignation of the
Manager Trustee pursuant to this Section 4.02, and before the appointment of
any Successor Manager Trustee, the Company shall pay to the Manager Trustee all
amounts to which it (including its agents or attorneys) is entitled to the date
of such termination, removal or resignation.

     Section 4.03. Indemnification and Expenses of the Manager Trustee. AANAH
agrees to indemnify the Manager Trustee, any predecessor Manager Trustee, and
their respective officers, directors, employees and agents for, and to hold
each of them harmless against, any and all loss, liability, claim, damage or
expense (including taxes other than taxes based on the income of the Manager
Trustee) incurred without negligence or willful misconduct on the part of such
Person, arising out of or in connection with the acceptance or administration
of the trust or trusts by the Manager Trustee hereunder, including the costs
and expenses of defending either of them against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The provisions of this Section 4.03 shall survive the resignation or
removal of the Manager Trustee or the termination of this Agreement.

                                   ARTICLE 5
              CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS

     Section 5.01. Continuation. (a) The Securityholders hereby agree to the
continuation of the Company as a limited liability company under and pursuant
to the provisions of the Delaware Act and of this Agreement and agree that the


                                      18



rights, duties and liabilities of the Securityholders shall be as provided in
the Delaware Act, except as otherwise provided herein or in the By-Laws.

     (b) Any Person designated as an "authorized person" by the Board of
Directors is authorized to execute, deliver and file on behalf of the Company
any and all amendments to and restatements of the Certificate, as an authorized
person within the meaning of the Delaware Act.

     Section 5.02. Admission of Securityholders. Upon the execution of this
Agreement, AANAH shall become and be designated as, automatically and without
any further act on the part of any Person being necessary, the initial Common
Securityholder. Upon the execution of this Agreement and payment to the Company
for the Preferred Securities on the Closing Date, the Trust shall become and be
designated as, without any further act on the part of any Person being
necessary, the initial Preferred Securityholder.

     Section 5.03. Name. The name of the Company heretofore formed and
continued hereby is "ABN AMRO Capital Funding LLC VI." The business of the
Company may be conducted upon compliance with all applicable laws under any
other name designated by the Board of Directors.

     Section 5.04. Term. The term of the Company shall commence upon the date
the Certificate shall have been filed in the office of the Secretary of State
of the State of Delaware and shall continue perpetually, unless the Company is
dissolved in accordance with the provisions of the Delaware Act and this
Agreement. The existence of the Company as a separate legal entity shall
continue until the cancellation of the Certificate in the manner required by
the Delaware Act.

     Section 5.05. Registered Agent and Office. The Company's registered agent
in Delaware shall be The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801,
and its office shall be c/o the registered agent. At any time, the Board of
Directors may designate another registered agent and/or registered office.

     Section 5.06. Principal Place of Business. The principal place of business
of the Company shall be at 135 South LaSalle Street, Chicago, Illinois 60603.
The Board of Directors may change the location of the Company's principal place
of business; provided, however, that such change has no material adverse effect
upon any Preferred Securityholder.

     Section 5.07. Qualification in Other Jurisdictions. The Board of Directors
shall cause the Company to be qualified or registered under assumed or


                                      19



fictitious name statutes or similar laws in any jurisdiction in which the
Company conducts business and in which such qualification or registration is
required by law or deemed advisable by the Board of Directors. Each Person
designated by the Board of Directors as an "authorized person" is authorized to
execute, deliver and file on behalf of the Company any certificates (and any
amendments or restatements thereof) necessary for the Company to qualify to do
business in each jurisdiction in which the Board of Directors has determined
that the Company shall conduct business.

                                   ARTICLE 6
                   PURPOSE AND POWERS OF THE COMPANY; BY-LAWS

     Section 6.01. Purposes and Powers. The sole purposes of the Company are:

     (a) to issue Preferred Securities and Common Securities,

     (b) to invest the proceeds thereof in the Initial Intercompany Securities
and upon maturity or redemption thereof, in securities issued by the Guarantor,
the Bank, or a non-U.S. affiliate thereof (the "Successor Intercompany
Securities"), so long as any such reinvestment does not cause the Company to be
considered to be an "investment company" within the meaning of the 1940 Act,
provided that, prior to such reinvestment, (i) the Bank has received an opinion
of a nationally recognized law firm or other tax advisor in the Netherlands to
the effect that payments of interest on and principal of the Successor
Intercompany Securities would not be subject to Additional Amounts, and (ii)
Holding will agree to cause the issuer of the Successor Intercompany Securities
and the Company to use their best efforts to maintain the eligibility of the
Trust Preferred Securities for clearance through Euroclear and Clearstream.

     (c) to enter into and, under the circumstances set forth in Section
10.02(h) hereof, to enforce the Contingent Guarantee for the sole benefit of
the Preferred Securityholders, and

     (d) except as otherwise expressly limited herein, to enter into, make and
perform all contracts and other undertakings, and engage in all activities and
transactions, as the Board of Directors may reasonably deem necessary or
advisable for the carrying out of the foregoing purposes of the Company, in all
events without causing the Company to be treated as other than a partnership
that is not a publicly traded partnership for U.S. federal income tax purposes.
The Company may not conduct any other business or operations except as
contemplated by the preceding sentence. The Company shall have the power and
authority to take any and all actions necessary, appropriate, proper,
advisable,


                                      20



incidental or convenient to or for the furtherance of the purposes of the
Company as set forth herein.

     Section 6.02. By-Laws. The Board of Directors, Officers and
Securityholders shall be subject to the express provisions of this Agreement
and of the By-Laws. In case of any conflict between any provisions of this
Agreement and any provisions of the By-Laws, the provisions of this Agreement
shall control.

                                   ARTICLE 7
               CAPITAL CONTRIBUTIONS; ALLOCATIONS AND SECURITIES

     Section 7.01. Form of Contribution. The contribution to the Company with
respect to a Securityholder may, as determined by the Board of Directors in its
discretion, be in cash or other legal consideration.

     Section 7.02. Contributions with Respect to the Common Securityholder. The
Common Securityholder shall contribute to the Company on or prior to the
Closing Date, in connection with the purchase of Common Securities, cash in the
amount of $1,000.00.

     Section 7.03. Contributions with Respect to the Preferred Securityholders.
On the Closing Date with respect to the issuance of Preferred Securities, the
Trust shall, in exchange for a definitive Preferred Certificate, contribute to
the capital of the Company on behalf of the Trust an amount in cash equal to
the gross proceeds from the sale of the Trust Preferred Securities and the
Trust Common Securities (such amount being a capital contribution to the
Company). Preferred Securityholders, in their capacity as Securityholders of
the Company, shall not be required to make any additional contributions to the
Company (except as may be required by law).

     Section 7.04. Allocation of Profits and Losses. Except as otherwise
provided in Section 10.01 or Section 10.02, the profits and losses of the
Company for any Fiscal Year (or portion thereof) shall be allocated as follows:

     (a) all gains and losses resulting from any disposition of assets
(including, without limitation, any redemption or prepayment of assets) by the
Company shall be allocated 100% to the Common Securityholders;

     (b) gross income of the Company for each Dividend Period (determined
without regard to the amount of any gains and losses described in subparagraph
(a) of this Section 7.04) shall be allocated on the record date for payment on
the Preferred Securities (i) pro rata among the Preferred Securityholders until
the


                                      21



amount so allocated to each Preferred Securityholder equals the amount of
dividends declared and attributable to such Period (or portion thereof) and
(ii) thereafter to the Common Securityholders; and

     (c) expenses, deductions and losses (if any) of the Company (determined
without regard to the amount of any gains and losses described in subparagraph
(a) of this Section 7.04) shall be allocated 100% to the Common Securityholder.

Notwithstanding the foregoing, the Tax Matters Partner shall have the power to
alter any such allocations for federal, state, and local income tax purposes if
such alteration is necessary to cause such allocations to have "substantial
economic effect" (within the meaning of Treasury Regulations Section 1.704
1(b)(2)) or to ensure that such allocations are otherwise in accordance with
the interests of the Securityholders (within the meaning of Treasury
Regulations Section 1.704 1(b)(3)) determined on the basis of the economic
arrangements of the parties as described in this Agreement.

     Section 7.05. Withholding. The Company shall comply with any withholding
requirements under federal, state and local law and the laws of any Relevant
Jurisdiction and shall remit amounts withheld to and file required forms with
applicable jurisdictions. Subject to the provisions of Section 10.02, to the
extent that the Company is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Securityholder,
the amount withheld shall be deemed to be a distribution in the amount of the
withholding to such Securityholder. To the fullest extent permitted by law, in
the event of any claimed over withholding, Securityholders shall be limited to
an action against the applicable jurisdiction. If the amount withheld was not
withheld from actual distributions, the Company may reduce subsequent
distributions by the amount of such withholding, except with respect to
distributions on the Preferred Securities. Each Securityholder, by its
acceptance of Securities, shall be deemed to agree to furnish the Company with
any representations and forms as shall reasonably be requested by the Company
to assist it in determining the extent of, and in fulfilling, its withholding
obligations.

     Section 7.06. Securities as Personal Property. Each Securityholder hereby
agrees that its Securities shall for all purposes be personal property. A
Securityholder has no interest in specific property of the Company.


                                      22



                                   ARTICLE 8
                                SECURITYHOLDERS

     Section 8.01. Powers of Securityholders. The Securityholders shall have
the power to exercise any and all rights or powers granted to the
Securityholders pursuant to the express terms of this Agreement and of the
By-Laws, and shall be subject in all respects to the provisions hereof and
thereof.

     Section 8.02. Partition. Each Securityholder waives any and all rights
that it may have to maintain an action for partition of the property of the
Company.

     Section 8.03. Resignation. A Securityholder may resign from the Company
prior to the dissolution and winding up of the Company only upon the assignment
of its entire ownership interest in any Securities (including as a result of
any redemption, repurchase or other acquisition by the Company of such
Securities) in accordance with the provisions of this Agreement. A resigning
Securityholder shall not be entitled to receive any distribution and shall not
otherwise be entitled to receive the fair value of its Securities except as
otherwise expressly provided for in this Agreement.

     Section 8.04. Liability of Securityholders. (a) Except as otherwise
provided by the Delaware Act, (i) the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company and (ii) no Securityholder
shall be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a Securityholder of the Company.

     (b) A Securityholder, in its capacity as such, shall have no liability in
excess of (i) the amount of its capital contributions, (ii) its share of any
assets and undistributed profits of the Company, (iii) any amounts required to
be paid by such Securityholder pursuant to this Agreement or any payment and/or
indemnity in connection with the registration of transfers of Securities and
(iv) the amount of any distributions wrongfully distributed to it to the
extent set forth in the Delaware Act.

                                   ARTICLE 9
                                   MANAGEMENT

     Section 9.01. Management of the Company. (a) Except as otherwise expressly
provided in this Agreement or in the By-Laws or as provided in the Delaware
Act, the business and affairs of the Company shall be managed, and all actions
required under this Agreement shall be determined, solely and exclusively


                                      23



by the Board of Directors, which shall have all rights and powers on behalf and
in the name of the Company to perform all acts necessary or desirable to the
objects and purposes of the Company, including the right to appoint Officers
and to authorize any Officer to act on behalf of the Company. Any action taken
by the Board of Directors or any duly appointed and acting Officer in
accordance with this Agreement or the By-Laws shall constitute the act of, and
shall serve to bind, the Company.

     (b) The number of directors of the Company initially shall be four, which
number may be increased as provided in this Agreement or in the By-Laws, but
shall never be less than four nor more than seven. The names of the Directors,
who shall serve until the first annual meeting of Securityholders, if any, and
until their successors are duly elected and qualify, are set forth in Annex B
hereto. These Directors may increase the number of Directors and may fill any
vacancy, whether resulting from an increase in the number of directors or
otherwise, on the Board of Directors occurring before the first annual meeting
of Securityholders in the manner provided in the By-Laws. Two Independent
Directors may be appointed to the Board of Directors pursuant to Section
10.02(i)(ii) under the circumstances set forth therein. Each such Independent
Director shall have all the rights, powers and authorities of a Director to
participate in actions by the Board of Directors on behalf of the Company. The
Guarantee Independent Director may be appointed to the Board of Directors
pursuant to Section 10.02(i)(iii) under the circumstances set forth therein.
The Guarantee Independent Director shall have the sole authority, right and
power to enforce the claim of the Company under the Contingent Guarantee and
shall have no right, power or authority to participate in the management of the
business and affairs of the Company by the Board of Directors whatsoever,
except for actions related to the enforcement of the Contingent Guarantee on
behalf of the Company and the distribution of the Contingent Distribution to
the Preferred Securityholders pursuant to Section 10.02(h). The names of the
initial Officers, and their offices, are set forth in Annex B hereto. Each such
Officer shall have the duties and responsibilities that would apply to his or
her office if the Company were a corporation established under the Delaware
General Corporation Law, except to the extent that the Directors from time to
time determine otherwise.

     (c) Each member of the Board of Directors shall be a "manager" of the
Company for all purposes of, and within the meaning of, the Delaware Act.

     (d) Without limiting the generality of the foregoing, and subject to the
provisions of Section 9.02, the Board of Directors shall have all authority,
rights and powers in the management of the business of the Company to do any
and all other acts and things necessary, proper, convenient or advisable to
effectuate the purposes of this Agreement; provided that in exercising its
authority, rights and powers in the management of the business of the Company,
the Board of


                                      24



Directors shall use commercially reasonable efforts in order that any such
action does not cause the Company to be treated as an association or as a
"publicly traded partnership" (within the meaning of Section 7704 of the Code),
including, by way of illustration but not by way of limitation, the following:

          (i) to authorize the Company or any Officer of the Company on behalf
     of the Company, to engage in transactions and dealings, including
     transactions and dealings with any Securityholder or any Affiliate of any
     Securityholder and including the entering into and performance by the
     Company of one or more agreements with any person, corporation,
     association, company, trust, partnership (limited or general) or other
     organization whereby, subject to the supervision and control of the Board
     of Directors, any such other person, corporation, association, company,
     trust, partnership (limited or general) or other organization shall render
     or make available to the Company managerial, investment, advisory or
     related services, office space and other services and facilities upon such
     terms and conditions as may be provided in such agreement or agreements
     (including, if deemed fair and equitable by the Board of Directors, the
     compensation payable thereunder by the Company);

          (ii) to call meetings of Securityholders or any class or series
     thereof;

          (iii) to issue Common Securities and Preferred Securities in
     accordance with the provisions of this Agreement;

          (iv) to pay all expenses incurred in forming the Company to the
     extent not paid by AANAH or any other party responsible therefor;

          (v) to purchase and hold Intercompany Securities;

          (vi) to authorize, declare or otherwise determine and make dividends,
     in cash or otherwise, on Securities, in accordance with the provisions of
     this Agreement and of the Delaware Act;

          (vii) to establish, when a record date is not otherwise established
     by this Agreement, a record date with respect to all actions to be taken
     hereunder that require a record date to be established, including with
     respect to allocations, dividends and voting rights;

          (viii) to establish or set aside in their discretion any reserve or
     reserves for contingencies and for any other proper Company purpose;


                                      25



          (ix) to redeem or repurchase, on behalf of the Company, Securities
     which may be so redeemed or repurchased in accordance with the provisions
     of this Agreement;

          (x) to appoint (and dismiss from appointment) attorneys and agents on
     behalf of the Company, and employ (and dismiss from employment) any and
     all Persons providing legal, accounting or financial services to the
     Company, or such other employees or agents as the Directors deem necessary
     or desirable for the management and operation of the Company;

          (xi) to incur and pay all expenses and obligations incident to the
     operation and management of the Company, including, without limitation,
     the services referred to in the preceding paragraph, taxes, interest, rent
     and insurance;

          (xii) to open accounts and deposit, maintain and withdraw funds in
     the name of the Company in banks, savings and loan associations, brokerage
     firms or other financial institutions;

          (xiii) to effect a dissolution of the Company and to act as
     liquidating trustee or the Person winding up the Company's affairs, all in
     accordance with and subject to the provisions of this Agreement and of the
     Delaware Act;

          (xiv) to take all actions necessary in connection with a Substitution
     Event under Section 10.03;

          (xv) to bring and defend on behalf of the Company actions and
     proceedings at law or equity before any court or governmental,
     administrative or other regulatory agency, body or commission or
     otherwise;

          (xvi) to prepare and cause to be prepared reports, statements,
     Officer's Certificates and other relevant information for distribution to
     the Manager Trustee or the Securityholders as may be required or
     determined to be appropriate by the Board of Directors from time to time;

          (xvii) to prepare and file all necessary returns and statements and
     pay all taxes, assessments and other impositions applicable to the assets
     of the Company;

          (xviii) to amend this Agreement in accordance with Section 19.01
     hereof; and


                                      26



          (xix) to execute all other documents or instruments, perform all
     duties and powers and do all things for and on behalf of the Company in
     all matters necessary or desirable or incidental to the foregoing.

     (e) Subject to the provisions of Section 9.02, the expression of any power
or authority of the Board of Directors shall not in any way limit or exclude
any other power or authority which is not specifically or expressly set forth
in this Agreement.

     (f) Notwithstanding anything to the contrary in this Agreement, the
Manager Trustee shall not be deemed to be a member of the Board of Directors
and shall have no right, power or authority to participate in the management of
the business and affairs of the Company by the Board of Directors. Such Manager
Trustee shall be appointed pursuant to Section 4.02 for the sole purpose of
qualifying this Agreement under and enforcing compliance by all the parties
hereto with the 1939 Act. The Manager Trustee may not bind the Company, except
as otherwise provided herein.

     (g) The Company or any Director or Officer acting on behalf of the
Company, may enter into and perform the Underwriting Agreement, the Contingent
Guarantee and the Services Agreement and may execute all documents, agreements
and certificates contemplated thereby, notwithstanding any other provision of
this Agreement, the Delaware Act or other applicable law. The authorization
described in the preceding sentence shall not be deemed to subtract from the
power and authority of a Director or Officer to enter into any other agreement
or document on behalf of the Company.

     (h) Any Officer acting on behalf of the Company may enter into and perform
any agreement or contract and may execute any document, agreement or
certificate on behalf of the Company.

     Section 9.02. Limits on Board of Directors' Powers. (a) Notwithstanding
anything to the contrary in this Agreement, the Board of Directors shall use
commercially reasonable efforts to not cause or permit the Company to, and the
Company shall not:

          (i) acquire any assets other than as expressly provided by this
     Agreement or the By-laws;

          (ii) possess Company property for other than a Company purpose;

          (iii) admit a Person as a Securityholder, except as expressly
     provided in this Agreement;


                                      27



          (iv) perform any act that would subject any Preferred Securityholder
     to liability for the debts, obligations or liabilities of the Company in
     any jurisdiction;

          (v) engage in any activity that is not consistent with the purposes
     of the Company, as set forth in Section 6.01 of this Agreement; or

          (vi) engage in any activity that would cause the Company to be
     treated as an association or as a "publicly traded partnership" (within
     the meaning of Section 7704 of the Code);

     (b) Notwithstanding anything to the contrary in this Agreement, the
Guarantee Independent Director acting alone shall have the sole right to file
and enforce a claim under the Contingent Guarantee on behalf of the Company and
to cause the Contingent Distribution to be made pursuant to Section 10.02(h).

     Section 9.03. Reliance by Third Parties. Persons dealing with the Company
are entitled to rely conclusively upon the power and authority of the Board of
Directors and of any duly appointed and acting Officers. In dealing with the
Board of Directors or any Officer duly appointed and acting as set forth in
this Agreement or in the By-Laws, no Person shall be required to inquire into
the authority of the Board of Directors or any such Officer to bind the
Company. Persons dealing with the Company are entitled to rely conclusively on
the power and authority of the Board of Directors or any Officer duly appointed
and acting as set forth in this Agreement or in the By-Laws.

     Section 9.04. No Management by Any Preferred Securityholders. Except as
otherwise expressly provided herein, no Preferred Securityholder, in its
capacity as a Preferred Securityholder of the Company, shall take part in the
day-to-day management, operation or control of the business and affairs of the
Company. The Preferred Securityholders, in their capacity as Preferred
Securityholders of the Company, shall not be agents of the Company and shall
not have any right, power or authority to transact any business in the name of
the Company or to act for or on behalf of or to bind the Company.

     Section 9.05. Business Transactions of the Common Securityholder with the
Company. Subject to Sections 9.01 and 9.02 of this Agreement and applicable
law, a Common Securityholder and any of its Affiliates may hold deposits of,
and enter into business transactions with, the Company and, subject to
applicable law, shall have the same rights and obligations with respect to any
such matter as Persons who are not a Common Securityholder or Affiliates
thereof.


                                      28



     Section 9.06. Outside Businesses. Any Director, Officer, Securityholder or
Affiliate thereof may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Company, and the Company and the
Securityholders shall have no rights by virtue of this Agreement in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Company, shall not be deemed wrongful or improper. No Director, Officer,
Securityholder or Affiliate thereof shall be obligated to present any
particular investment opportunity to the Company even if such opportunity is of
a character that, if presented to the Company, could be taken by the Company,
and any Director, Officer, Securityholder or Affiliate thereof shall have the
right to take for its own account (individually or as a partner or fiduciary)
or to recommend to others any such particular investment opportunity. Any
Securityholder or Affiliate thereof may engage or be interested in any
financial or other transaction with any other Securityholder or Affiliate
thereof.

     Section 9.07. Duties of the Guarantee Independent Director and Independent
Directors. A Guarantee Independent Director appointed pursuant to Section
10.02(i)(iii) shall take into account only the interests of the holders of the
Preferred Securities and shall owe them fiduciary duties comparable to those
that a director of a Delaware corporation owes to common shareholders of such
corporation. Any Independent Directors appointed pursuant to Section
10.02(i)(ii) shall, in making decisions with respect to the declaration of
dividends or other matters affecting the rights of the Preferred
Securityholders as set forth in Section 10.02, take into account only the
interests of the holders of the Preferred Securities and, with respect to all
other matters, the interests of both the Common Securityholders and the
Preferred Securityholders. To the fullest extent permitted by law, including,
without limitation, Section 18-1101(c) of the Delaware Act, in considering the
interests of the Preferred Securityholders, the Independent Directors shall owe
the Preferred Securityholders fiduciary duties comparable to those that a
director of a Delaware corporation owes to common shareholders of such
corporation.

                                   ARTICLE 10
                                   SECURITIES

     Section 10.01. Securities. (a) The Securities of the Company shall be
divided into Common Securities and Preferred Securities. AANAH, as the initial
Common Securityholder, shall be deemed to have been issued 40 Common Securities
upon its designation as the Common Securityholder pursuant to Section 5.02 of
this Agreement for $1,000.00 in cash contributed by the Common Securityholder
to the Company pursuant to Section 7.02.


                                      29



     (b) There are hereby authorized for issuance and sale up to 9,200,040
Preferred Securities. The specific designation, dividend rate, liquidation
amount, redemption terms, voting rights, exchange limitations and other powers,
preferences and special rights and limitations of the Preferred Securities are
set forth in Section 10.02 hereof.

     (c) No Common Securityholders or Preferred Securityholders shall be
entitled as a matter of right to subscribe for or purchase, or have any
preemptive right with respect to, any part of any new or additional issue of
Preferred Securities whatsoever, whether now or hereafter authorized and
whether issued for cash or other consideration or by way of a dividend or other
distribution.

     (d) The Preferred Securities shall rank senior to the Common Securities in
respect of the right to receive dividends or other distributions, including the
Contingent Distribution under the Contingent Guarantee, and junior to the
Common Securities in the right to receive payments out of the assets of the
Company upon voluntary or involuntary dissolution, liquidation, winding up or
termination of the Company in accordance with the provisions of this Agreement.
All Preferred Securities redeemed, purchased or otherwise acquired by the
Company shall be canceled.

     (e) A Preferred Security shall be represented by a Preferred Securities
Certificate. Common Securities shall not be evidenced by any certificate or
other written instrument, but shall only be evidenced by this Agreement.

     (f) Upon issuance of the Preferred Securities as provided in this
Agreement, the Preferred Securities so issued shall be deemed to be validly
issued, fully paid and nonassessable.

     (g) In purchasing the Preferred Securities, each Preferred Securityholder
agrees with AANAH and the Company that AANAH, the Company and the Preferred
Securityholders will treat Preferred Securityholders as holders of the
Preferred Securities in the Company for all purposes, and not as the holders of
an interest in AANAH or in any other Person.

     Section 10.02. Preferred Securities.

     (a) Designation. There shall hereby be designated as a class of Preferred
Securities the 6.25% Non-cumulative Guaranteed LLC Preferred Securities (the
"Preferred Securities"). The Preferred Securities shall have a liquidation
amount of $25.00 per Preferred Security.

     (b) Dividend Rights. (i) Preferred Securityholders shall be entitled to
receive when, as and if declared by the Board of Directors out of assets of the


                                      30



Company legally available therefor, cash dividends from the date of original
issuance of the Preferred Securities payable on a noncumulative basis,
quarterly in arrears on the last day of March, June, September and December of
each year (each a "Dividend Payment Date") commencing December 31, 2003.
"Dividend Periods" shall commence on a Dividend Payment Date, and end on the
day that precedes the next succeeding Dividend Payment Date; provided, however,
that the first Dividend Period shall commence on and include the original issue
date of the Preferred Securities and shall end on and include December 31,
2003.

          (ii) With respect to each Dividend Period, dividends shall be payable
     on the liquidation amount of the Preferred Securities at the Dividend
     Rate, calculated on the basis of a 360-day year of twelve 30-day months.
     If the last day of March, June, September and December of any year is not
     a Business Day, then the relevant Dividend Payment Date shall be the next
     succeeding Business Day (without any accrual of interest or other payment
     to such next succeeding Business Day); provided that if such Business Day
     is in the next succeeding calendar year, then the relevant Dividend
     Payment Date shall be the immediately preceding Business Day (without any
     reduction in interest or other amounts in respect of such early payment).

          (iii) Each declared dividend shall be payable to the Holders of
     record of the Preferred Securities as they appear on the securities
     register of the Company at the close of business on the corresponding
     record date. The record dates for the Preferred Securities shall be (A)
     for as long as either (I) the Preferred Securities are in book-entry form
     or (II) the Preferred Securities are held by the Trust and the Trust
     Preferred Securities remain in book-entry form, one Business Day prior to
     the relevant Dividend Payment Date and (B) in the event that neither the
     Preferred Securities nor the Trust Preferred Securities are in book-entry
     form, the 15th day of the month in which the relevant Dividend Payment
     Date occurs (without regard to Section 10.02(b)(ii) hereof).

          (iv) The right of Preferred Securityholders to receive dividends is
     non-cumulative. Accordingly, except as otherwise provided in this
     Agreement, if the Board of Directors does not declare a dividend in
     respect of any Dividend Period, Preferred Securityholders shall have no
     right to receive a dividend in respect of such Dividend Period, and the
     Company shall have no obligation to pay a dividend in respect of such
     Dividend Period, whether or not dividends are declared payable in respect
     of any future Dividend Period.

          (v) If any Preferred Securities are outstanding, no dividends or
     other distributions shall be declared or paid or set apart for payment on


                                      31



     any Common Securities for any Dividend Period unless all dividends, if
     any, in respect of the relevant Dividend Period have been declared, at the
     Dividend Rate, and paid in full.

          (vi) The declaration of dividends on the Preferred Securities shall
     not be authorized in respect of any Dividend Period to the extent that:

               (A) in accordance with applicable Netherlands banking
          regulations, the Guarantor would be limited in making dividends or
          other payments on its Parity Preferred Shares; or

               (B) (I) the Guarantor has not made or declared any dividend or
          other payment for the most recent dividend period for which the
          determination has been made on the Parity Preferred Shares or under
          the Parity Guarantees and (II) no subsidiary of the Guarantor has
          made or declared any dividend or other payment for the most recent
          dividend period for which the determination has been made on any
          Parity Subsidiary Securities.

               (vii) Notwithstanding clause (vi), the Board of Directors shall
          be authorized to declare dividends at the Dividend Rate in full on
          the Preferred Securities on:

                    (x) the four consecutive Dividend Payment Dates
               contemporaneous with and/or immediately following the date on
               which the Guarantor or any of its subsidiaries (I) declares or
               makes a dividend or other payment on the Ordinary Shares that
               pay dividends annually, or (II) redeems, repurchases or
               otherwise acquires any Ordinary Shares or any Parity Securities
               (other than (A) in connection with transactions effected by or
               for the account of customers of the Guarantor or any of its
               subsidiaries or in connection with the distribution, trading or
               market-making in respect of such securities, (B) in connection
               with the satisfaction by the Guarantor or any of its
               subsidiaries of its obligations under any employee benefit plans
               or similar arrangements with or for the benefit of employees,
               officers, directors or consultants, (C) as a result of a
               reclassification of the capital stock of the Guarantor or any of
               its subsidiaries or the exchange or conversion of one class or
               series of such capital stock for another class or series of such
               capital stock or (D) the purchase of fractional interests in
               shares of the capital stock of the Guarantor or any of its
               subsidiaries pursuant to the conversion or exchange provisions
               of such capital stock or the security being converted or
               exchanged) for any


                                      32



               consideration (or any moneys are paid to or made available for a
               sinking fund or for redemption of such securities) (except by
               conversion into or in exchange for Ordinary Shares),

                    (y) the two consecutive Dividend Payment Dates
               contemporaneous with and/or immediately following the date on
               which a dividend or other payment is declared or made on the
               Ordinary Shares that pay dividends semi-annually, if any, or

                    (z) the next Dividend Payment Date that is either
               contemporaneous with, or immediately following the date on which
               a dividend or other payment is declared or made on the Ordinary
               Shares that pay dividends quarterly, if any.

               (viii) Notwithstanding clause (vi), the Board of Directors shall
          be authorized to declare dividends on a pro rata basis on the
          Preferred Securities on:

                    (x) the four consecutive Dividend Payment Dates
               contemporaneous with and/or immediately following the date on
               which a dividend or other payment is declared or made on the
               Parity Securities that pay dividends annually, if any,

                    (y) the two consecutive Dividend Payment Dates
               contemporaneous with and/or immediately following the date on
               which a dividend or other payment is declared or made on the
               Parity Securities that pay dividends semi-annually, if any, or

                    (z) the next Dividend Payment Date that is either
               contemporaneous with, or immediately following, the date on
               which a dividend or other payment is declared or made on the
               Parity Securities that pay dividends quarterly, if any.

               (ix) Notwithstanding any other provision of this Agreement or
          the Delaware Act, if the Board of Directors does not declare
          dividends on the Preferred Securities, when, and to the extent
          authorized under clauses (vii) or (viii) above, then such dividends
          on the Preferred Securities shall be deemed declared to the extent
          authorized, and the Preferred Securityholders shall be entitled to
          receive such dividends without any further act, vote or approval of
          the Board of Directors, any Securityholder or any other Person.

     (c) Payments of Additional Amounts. All payments in respect of the
Preferred Securities by the Company shall be made without withholding or


                                      33



deduction for or on account of any Relevant Tax, unless the withholding or
deduction of such Relevant Tax is required by law. In that event, the Company
shall pay, as further dividends, such additional amounts as may be necessary in
order that the net amounts received by the Preferred Securityholders after such
withholding or deduction will equal the amount which would have been received
in respect of the Preferred Securities in the absence of such withholding or
deduction (the "Additional Amounts"), except that no Additional Amounts are
payable to a Preferred Securityholder (or to a third party on such Preferred
Securityholder's behalf) with respect to any Preferred Securities (i) to the
extent that such Relevant Tax is imposed or levied by virtue of such Preferred
Securityholder (or the beneficial owner of such Preferred Securities) or a
Holder or beneficial owner of Trust Securities having some connection with the
Relevant Jurisdiction, other than being a Preferred Securityholder (or
beneficial owner) of such Preferred Securities or a beneficial owner of Trust
Securities (ii) to the extent that such Relevant Tax is imposed or levied by
virtue of such Preferred Securityholder (or beneficial owner) or a beneficial
owner of Trust Securities not having made a declaration of non-residence in, or
other lack of connection with, the Relevant Jurisdiction or any similar claim
for exemption, if the Guarantor or its agent has provided the beneficial owner
of such Preferred Securities or Trust Securities or its nominee with at least
60 days' prior written notice of an opportunity to make such a declaration or
claim, or (iii) where such withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meeting of June 3, 2003 or any law implementing or complying with, or
introduced in order to conform to or substantially similar to such Directive.

     (d) Redemption Terms. (i) On or after September 30, 2008, the Preferred
Securities shall be redeemable at the option of the Company, in whole or in
part, subject to prior approval of the Guarantor and the Dutch Central Bank, if
such approval is required at the time of redemption, at a redemption price of
$25.00 per Preferred Security, plus Additional Amounts, if any, plus any
accumulated and unpaid dividends for the then current Dividend Period through
the date of redemption ("Redemption Price").

          (ii) If fewer than all the outstanding Preferred Securities are to be
     redeemed, then the number of Preferred Securities to be redeemed shall be
     determined by the Board of Directors, and the securities to be redeemed
     shall be determined by lot or pro rata as may be determined by the Board
     of Directors in its sole discretion to be equitable, provided, that such
     method satisfies any applicable requirements of any securities exchange on
     which the Preferred Securities or any Trust Preferred Securities may then
     be listed and, if the Preferred Securities or Trust Preferred Securities
     are then held by DTC or its nominee in the form of a global security, any


                                      34



     applicable requirements of DTC. The Company shall promptly notify the
     Registrar and Transfer Agent for the Preferred Securities in writing of
     the Preferred Securities selected for partial redemption and, in the case
     of any Preferred Securities selected for partial redemption, the
     liquidation preference thereof to be redeemed.

          (iii) Upon the occurrence of a Special Redemption Event, the Company
     shall have the right to redeem the Preferred Securities in whole (but not
     in part), at any time, subject to prior approval of the Guarantor and the
     Dutch Central Bank, if such approval is required at the time of
     redemption, at the Redemption Price.

          (iv) In the event that payment of the Redemption Price in respect of
     any Preferred Securities is improperly withheld or refused and not paid
     either by the Company or by the Guarantor pursuant to the LLC Guarantee,
     dividends on such Preferred Securities, shall continue to accumulate from
     the date fixed for redemption to the date of actual payment of such
     Redemption Price.

     Any redemption of Preferred Securities, whether at the option of the
Company or upon the occurrence of a Special Redemption Event, shall not require
the vote or consent of any of the Preferred Securityholders and may be effected
only with the prior approval of the Guarantor and the Dutch Central Bank, if
required.

     (e) Redemption Procedures. (i) Notice of any redemption of Preferred
Securities (a "Redemption Notice") will be given by the Board of Directors on
behalf of the Company by mail to each Preferred Securityholder to be redeemed
not fewer than 30 nor more than 60 days before the date fixed for redemption.
For purposes of the calculation of the date of redemption and the dates on
which notices are given pursuant to this Section 10.02(e)(i), a Redemption
Notice shall be deemed to be given on the day such notice is first mailed, by
first-class mail, postage prepaid, to Preferred Securityholders. Each
Redemption Notice shall be addressed to the Preferred Securityholders at the
address of each such Holder appearing in the books and records of the Company.
No defect in the Redemption Notice or in the mailing thereof with respect to
any Holder shall affect the validity of the redemption proceedings with respect
to any other Holder.

          (ii) If the Company gives a Redemption Notice (which notice will be
     irrevocable), then by 12:00 noon, New York City time, on the redemption
     date, the Board of Directors on behalf of the Company (A) if the Preferred
     Securities are in book-entry only form with DTC, will deposit irrevocably
     with DTC funds sufficient to pay the applicable Redemption Price and will
     give DTC irrevocable instructions and


                                      35



     authority to pay the Redemption Price in respect of the Preferred
     Securities held through DTC in global form or (B) if the Preferred
     Securities are held in certificated form, will deposit with the Paying
     Agent, funds sufficient to pay the applicable Redemption Price of the
     amount of any such Preferred Securities and will give to the Paying Agent
     irrevocable instructions and authority to pay such amounts to the
     Preferred Securityholders, upon surrender of their certificates, by check,
     mailed to the address of the relevant Preferred Securityholder appearing
     on the books and records of the Company on the redemption date; provided,
     however, that for so long as the Trust or the Property Trustee of the
     Trust shall hold the Preferred Securities, payment of cash shall be made
     by wire in same day funds to the Preferred Securityholder by 12:00 noon,
     New York City time, on the redemption date. Upon satisfaction of the
     foregoing conditions, then immediately prior to the close of business on
     the date of such deposit or payment, all rights of Preferred
     Securityholders so called for redemption will cease, except the right of
     the Holders to receive the Redemption Price, but without interest on such
     Redemption Price, and from and after the date fixed for redemption, such
     Preferred Securities will not accumulate dividends or bear interest.

     In the event that any date fixed for redemption of Preferred Securities is
not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding Business Day (without any accrual of
interest or other payment to such next succeeding Business Day), except that,
if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day (without any reduction in interest or
other amounts in respect of any such early payment).

     (f) Liquidation Terms. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the Preferred
Securityholders at the time outstanding shall, subject to the limitations
described herein, be entitled to receive the liquidation preference of $25.00
per Preferred Security, plus, in each case, accumulated and unpaid dividends
for the then current Dividend Period to the date of the final distribution of
assets of the Company, in respect of each Preferred Security held out of the
assets of the Company available for distribution to Securityholders. Such
entitlement shall arise following the liquidation distribution of Intercompany
Securities to the Common Securityholders. In addition, the Guarantee
Independent Director shall enforce the Contingent Guarantee on behalf of the
Company solely for the benefit of the Preferred Securityholders.

     (g) LLC Guarantee. To the extent set forth in the LLC Guarantee, the
Guarantor has agreed to pay to the Preferred Securityholders, as and when due,
the Guarantee Payments (as defined in Section 5.01 of the LLC Guarantee). As


                                      36



set forth in the LLC Guarantee, the obligations of the Guarantor under the LLC
Guarantee shall be several and independent of the Company's obligations
hereunder. The Preferred Securityholders, by acceptance of such Preferred
Securities, acknowledge and agree to the subordination provisions in, and other
terms of, the LLC Guarantee.

     (h) Contingent Guarantee. To the extent set forth in the Contingent
Guarantee, the Guarantor has agreed to pay to the Company, as and when due, the
Contingent Guarantee Payments (as defined in Section 2.01 of the Contingent
Guarantee). The Contingent Guarantee may not be enforced by anyone other than
the Guarantee Independent Director, appointed pursuant to and under the
circumstances set forth in Section 10.02(i)(iii), acting alone and without the
requirement for a vote or consent of the other members of the Board of
Directors. The Guarantee Independent Director may not enforce the Contingent
Guarantee unless a claim has been made by the Guarantee Trustee or a Preferred
Securityholder under the LLC Guarantee or by the Guarantee Trustee or a Holder
of Trust Securities under the Trust Guarantee and any such claim remains unpaid
for 180 days or more. The Guarantee Independent Director shall enforce the
claim of the Company under the Contingent Guarantee without prejudice to the
claims of the Guarantee Trustee or the Preferred Securityholders under the LLC
Guarantee or of the Guarantee Trustee or the Holders of Trust Securities under
the Trust Guarantee.

     Upon receipt by the Company of payments from the Guarantor in respect of
any claim under the Contingent Guarantee ("Contingent Distribution"), such
payments shall be held by the Company separately from all its other assets, as
a trust for the sole benefit of the Preferred Securityholders, and the
Guarantee Independent Director shall, acting alone and without the requirement
for a vote or consent of the other members of the Board of Directors, have the
sole power to cause the Company to distribute the Contingent Distribution pro
rata to the Holders of record of Preferred Securities, as determined in
accordance with Section 10.02(b)(iii), except to the extent any such Holders
received payments of a related claim under the LLC Guarantee or the Trust
Guarantee.

     (i) Voting Rights. (i) Except as expressly required by applicable law, or
except as indicated below, the Preferred Securityholders shall not be entitled
to vote. In the event the Preferred Securityholders are entitled to vote as
indicated below, each Preferred Security shall be entitled to one vote on
matters on which holders of the Preferred Securities are entitled to vote.

          (ii) If for four consecutive Dividend Periods or any six Dividend
     Periods, dividends on the Preferred Securities and any Additional Amounts
     in respect of such dividends have not been paid at the Dividend Rate in
     full by the Company or by the Guarantor under the LLC


                                      37



     Guarantee or the Trust Guarantee, the Preferred Securityholders shall be
     entitled to appoint two Independent Directors to the Board of Directors.
     Such Independent Directors shall be elected by ordinary resolution passed
     by a majority of the Preferred Securityholders entitled to vote thereon,
     as determined in accordance with Section 11.01, present in person or by
     proxy at a separate general meeting of such Preferred Securityholders
     convened for that purpose (which shall be called at the request of any
     Preferred Securityholder entitled to vote thereon). Any Independent
     Director so appointed shall vacate office if, in such Independent
     Director's sole determination, dividends on the Preferred Securities have
     been paid regularly at the Dividend Rate in full by the Company or the
     Guarantor under the LLC Guarantee or the Trust Guarantee for one calendar
     year and all other amounts due under the LLC Guarantee, the Trust
     Guarantee and the Contingent Guarantee have been paid. Any such
     Independent Director may be removed with or without cause by, and shall
     not be removed except by, the vote of a majority of the outstanding
     Preferred Securities entitled to vote, at a meeting of the Company's
     Securityholders or of the Preferred Securityholders entitled to vote
     thereon, called for that purpose.

          (iii) Upon the distribution of the Intercompany Securities to the
     holders of the Common Securities or upon the occurrence of the non-payment
     within one day following the making of a claim under the LLC Guarantee by
     the Guarantee Trustee or a Preferred Securityholder or under the Trust
     Guarantee by the Guarantee Trustee or a Holder of Trust Securities, the
     Preferred Securityholders shall be entitled to appoint one independent
     director (the "Guarantee Independent Director"). The Guarantee Independent
     Director shall be elected by ordinary resolution passed by a majority of
     the Preferred Securityholders entitled to vote thereon, as determined in
     accordance with Section 11.01, present in person or by proxy at a separate
     general meeting of such Preferred Securityholders convened for that
     purpose (which shall be called at the request of any Preferred
     Securityholder entitled to vote thereon). Any Guarantee Independent
     Director so appointed shall vacate office if, in such Guarantee
     Independent Director's sole determination, the dividends on the Preferred
     Securities have been paid regularly at the Dividend Rate in full by the
     Company or the Guarantor under the LLC Guarantee or the Trust Guarantee
     for one calendar year and all other amounts due under the LLC Guarantee,
     the Trust Guarantee and the Contingent Guarantee have been paid. Any such
     Guarantee Independent Director may be removed by, and shall not be removed
     except by, the vote of a majority of the outstanding Preferred Securities
     entitled to vote, at a meeting of the Company's Securityholders, or of the
     Preferred Securityholders entitled to vote thereon, called for that
     purpose.


                                      38



     (j) Listing. If the Preferred Securities are distributed to Holders of
Trust Preferred Securities in connection with the involuntary or voluntary
dissolution, winding-up or liquidation of the Trust, the Company shall use its
commercially reasonable best efforts to cause the Preferred Securities to be
listed on the New York Stock Exchange, Euronext or on such other national
securities exchange or similar organization as the Trust Preferred Securities
are then listed or quoted on.

     Section 10.03. Substitution of Intercompany Securities for Non-Cumulative
Capital Securities.

     (a) Upon the occurrence of a Regulatory Event, the Board of Directors on
behalf of Securityholders will, upon notice by the Bank, effect or procure the
following contemporaneous exchanges:

          (i) the exchange, in whole but not in part, of the Intercompany
     Securities for Non-Cumulative Capital Securities of the Bank having the
     same liquidation preference as the Preferred Securities to which such
     Non-Cumulative Capital Securities relate, paying dividends or
     distributions at the same rate as the Preferred Securities, payable upon
     the same distribution payment dates and having other financial terms
     equivalent in all material respects, as determined in the good faith of
     the Board of Directors, to the Preferred Securities (the "Non-Cumulative
     Capital Securities"); provided however, that the Non-Cumulative Capital
     Securities shall accrue dividends from the date which is the last Dividend
     Payment Date for the Preferred Securities occurring prior to such
     exchange, but will have no rights to receive any accrued Dividends or
     other payments on the Preferred Securities; and

          (ii) the exchange of the Preferred Securities for Non-Cumulative
     Capital Securities to the Preferred Securityholders (a "Substitution
     Event").

     (b) In connection with the exchange of Preferred Securities for
Non-Cumulative Capital Securities upon the occurrence of a Substitution Event:

          (i) The Board of Directors shall instruct the Clearing Agency or the
     Preferred Securityholders, as applicable, to deliver the Preferred
     Securities held by them in the form of the relevant Certificate to the
     Company. Any such transaction will not require the consent of Holders (or
     beneficial owners) of Preferred Securities or any other Person. Each
     Preferred Securityholder hereby irrevocably and unconditionally authorizes
     the Board of Directors to sign on its behalf any instruction or


                                      39



     other document necessary for the purposes of effecting the exchange
     described in this Section 10.03.

          (ii) The Board of Directors may select any method to effect the
     delivery of the Non-Cumulative Capital Securities to the Preferred
     Securityholders, so long as such method does not result in a materially
     adverse outcome for such Holders relative to the transactions described in
     this Section 10.03.

          (iii) Preferred Securityholders will continue to be entitled to
     receive Dividends and/or any liquidation distributions in respect of the
     Preferred Securities until the exchange is effected as described in this
     Section 10.03.

          (iv) The Board of Directors shall provide to each Holder notice of
     the exchange of the Preferred Securities for the Non-Cumulative Capital
     Securities, but the failure to provide such notice shall not affect the
     validity of such exchange.

     (c) Immediately following the occurrence of the Substitution Event, the
Company shall be liquidated in accordance with Article 18 of this Agreement.

                                  ARTICLE 11
                              VOTING AND MEETINGS

     Section 11.01. Voting Rights of Preferred Securityholders. (a) Except as
shall be otherwise expressly provided herein, in the By-Laws or as otherwise
required by the Delaware Act, the Preferred Securityholders shall have no right
or power to vote on any question or matter or in any proceeding or to be
represented at, or to receive notice of, any meeting of Securityholders.

     (b) Notwithstanding that Securityholders holding Preferred Securities are
entitled to vote or consent under any of the circumstances described in this
Agreement or in the By-Laws, any of the Preferred Securities that are owned by
the Guarantor or any Affiliate of the Guarantor, either directly or indirectly,
shall not be entitled to vote or consent and shall, for the purposes of such
vote or consent, be treated as if they were not outstanding, except for
Preferred Securities purchased or acquired by the Guarantor or its Affiliates
in connection with transactions effected by or for the account of customers of
the Guarantor or any of its Affiliates or in connection with the distribution
or trading of or market-making in connection with such Preferred Securities;
provided, however, that Persons (other than Affiliates of the Guarantor) to
whom the Guarantor or any of its


                                      40



Affiliates have pledged Preferred Securities may vote or consent with respect
to such pledged Preferred Securities pursuant to the terms of such pledge.

     Section 11.02. Voting Rights of Common Securityholders. Except as
otherwise provided herein, and except as otherwise provided by the Delaware
Act, all voting rights of the Securityholders shall be vested exclusively in
the Common Securityholders. The Common Securityholders shall be entitled to one
vote per Common Security upon all matters upon which Common Securityholders
have the right to vote. All Common Securityholders shall have the right to vote
separately as a class on any matter on which the Common Securityholders have
the right to vote, regardless of the voting rights of any other Securityholder.

     Section 11.03. Meetings of the Securityholders. Meetings of the
Securityholders of any class or of all classes of Securities may be called at
any time by the Board of Directors as provided by this Agreement or the
By-Laws. Except to the extent otherwise provided, the following provisions
shall apply to meetings of Securityholders:

     (a) Securityholders may vote in person or by proxy at such meeting.
Whenever a vote, consent or approval of Securityholders is permitted or
required under this Agreement, such vote, consent or approval may be given at a
meeting of Securityholders or by written consent;

     (b) Each Securityholder may authorize any Person to act for it by proxy on
all matters in which a Securityholder is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting. Every
proxy must be signed by the Securityholder or its attorney in fact. Every proxy
shall be revocable at the pleasure of the Securityholder executing it at any
time before it is voted;

     (c) Each meeting of Securityholders shall be conducted by the Board of
Directors or by such other Person that the Board of Directors may designate;

     (d) Any required approval of Preferred Securityholders may be given at a
separate meeting of such Preferred Securityholders convened for such purpose or
at a meeting of Securityholders of the Company or pursuant to written consent.
The Board of Directors shall cause a notice of any meeting at which Preferred
Securityholders holding Preferred Securities are entitled to vote pursuant to
Section 10.02 or of any matter upon which action may be taken by written
consent of such Preferred Securityholders, to be mailed to each holder of
record of the Preferred Securities. Each such notice shall include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any action proposed to be taken at such
meeting on which such Preferred Securityholders are entitled to vote or of such
matters upon which


                                      41



written consent is sought and (iii) instructions for the delivery of proxies or
consents; and

     (e) Subject to Section 11.03(d) of this Agreement, the Board of Directors,
in their sole discretion, shall establish all other provisions relating to
meetings of Securityholders, including notice of the time, place or purpose of
any meeting at which any matter is to be voted on by any Securityholders,
waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.

                                  ARTICLE 12
                                   DIVIDENDS

     Section 12.01. Dividends. (a) Subject to the terms of this Article 12,
Preferred Securityholders shall receive dividends or other distributions, if
any, in accordance with Article 10 of this Agreement only when, as and if
declared by the Board of Directors, if authorized under Section 10.02(b), or
deemed declared under Section 10.02(b)(ix), and Common Securityholders shall
receive periodic dividends and distributions, subject to Article 10 of this
Agreement and to the provisions of the Delaware Act, when, as and if declared
by the Board of Directors, in its discretion. A dividend shall constitute a
distribution within the meaning of the Delaware Act.

     (b) A Securityholder shall not be entitled to receive any dividend or
other distribution with respect to any dividend payment date (and any such
dividend or other distribution shall not be considered due and payable),
irrespective of whether such dividend or other distribution has been declared
by the Directors, until such time as the Company shall have funds legally
available for the payment of such dividend to such Securityholder pursuant to
the terms of this Agreement and the Delaware Act, and notwithstanding any
provision of Section 18-606 of the Delaware Act to the contrary, until such
time, a Securityholder shall not have the status of a creditor of the Company,
or the remedies available to a creditor of the Company; provided, however, that
a Preferred Securityholder and a Holder may exercise such rights or remedies as
provided herein or in any other agreement or document.

     Section 12.02. Limitations on Distributions. Notwithstanding any provision
to the contrary contained in this Agreement, the Company shall not make a
distribution (including a dividend) to any Securityholder on account of its
Security if such distribution would violate Section 18-607 of the Delaware Act
or other applicable law. No dividends shall be declared and paid on the Common


                                      42



Securities unless all dividends on the Preferred Securities, if any, whether
declared or deemed declared, have been paid in full at the Dividend Rate.

                                  ARTICLE 13
                               BOARDS AND RECORDS

     Section 13.01. Financial Statements. The Board of Directors shall, as soon
as practicable after the end of each Fiscal Year, cause to be prepared and
mailed to each Preferred Securityholder and each Common Securityholder of
record the audited financial statements of the Company for such Fiscal Year
prepared in accordance with U.S. generally accepted accounting principles.

     Section 13.02. Limitation on Access to Records. Notwithstanding any
provision of this Agreement, the Board of Directors may, to the maximum extent
permitted by law, keep, or cause to be kept, confidential from the Preferred
Securityholders, for such period of time as the Board of Directors deems
reasonable, any information the disclosure of which the Board of Directors
reasonably believes to be in the nature of trade secrets or other information
the disclosure of which the Board of Directors in good faith reasonably
believes is not in the best interest of the Company or could damage the Company
or its business or which the Company or the Board of Directors is required by
law or by an agreement with any Person to keep confidential.

     Section 13.03. Accounting Method. For both financial and tax reporting
purposes and for purposes of determining profits and losses, the books and
records of the Company shall be kept on the accrual method of accounting
applied in a consistent manner and shall reflect all Company transactions and
be appropriate and adequate for the Company's business.

     Section 13.04. Annual Audit. As soon as practicable after the end of each
Fiscal Year, but not later than 90 days after such end, the financial
statements of the Company shall be audited by a firm of independent certified
public accountants selected by the Board of Directors, and such financial
statements shall be accompanied by a report of such accountants containing
their opinion. The cost of such audits shall be an expense of AANAH and paid by
AANAH.

                                  ARTICLE 14
                                  TAX MATTERS

     Section 14.01. Company Tax Returns. (a) AANAH is hereby designated as the
Company's "Tax Matters Partner" under Section 6231(a)(7) of the Code and shall
have all the powers and responsibilities of such position as provided in


                                      43



the Code. The Tax Matters Partner is specifically directed and authorized to
take whatever steps the Tax Matters Partner, in its discretion, deems necessary
or desirable to perfect such designation, including filing any forms or
documents with the Internal Revenue Service and taking such other action as may
from time to time be required under the Treasury Regulations. Expenses incurred
by the Tax Matters Partner in its capacity as such shall be borne by the
Company.

     (b) The Tax Matters Partner shall cause to be prepared and timely filed
all tax returns required to be filed by the Company. The Tax Matters Partner
may, in its discretion, cause the Company to make or refrain from making any
federal, state or local income or other tax elections for the Company that it
deems necessary or advisable, including, without limitation, any election under
Section 754 of the Code or any successor provision.

     Section 14.02. Tax Reports. The Tax Matters Partner shall, as promptly as
practicable and in any event within 90 days of the end of each Fiscal Year,
cause to be prepared and mailed by the Company to each Preferred Securityholder
of record Internal Revenue Service Schedule K-1 and any other forms that are
necessary or advisable in order to permit the Securityholders to comply with
U.S. federal and any other income tax requirements.

     Section 14.03. Taxation as a Partnership. The Company shall take any
necessary steps to be treated as a partnership for U.S. federal income tax
purposes and shall not file any election to be treated as anything other than a
partnership for such purposes.

     Section 14.04. Taxation of Securityholders. As provided in Section
7.04(b), gross income shall be allocated to the Preferred Securityholders on a
daily accrual basis. The Securityholders intend that allocations of income and
loss for U.S. federal income tax purposes be consistent with the economic
allocations of income under this Agreement.

                                  ARTICLE 15
                                    EXPENSES

     Section 15.01. Expenses. Pursuant to the Services Agreement, LBC shall be
responsible for, and shall pay, all expenses of the Company, including, without
limitation:

     (a) all costs and expenses related to the business of the Company and all
routine administrative expenses of the Company, including the maintenance of
books and records of the Company, the preparation and dispatch to the
Securityholders of checks, financial reports, tax returns and notices required


                                      44



pursuant to this Agreement and the holding of any meetings of the
Securityholders;

     (b) all expenses incurred in connection with any litigation involving the
Company (including the cost of any investigation and preparation) and the
amount of any judgment or settlement paid in connection therewith (other than
expenses incurred by any Director in connection with any litigation brought by
or on behalf of any Securityholder against such Director);

     (c) all expenses for indemnity or contribution payable by the Company to
any Person;

     (d) all expenses incurred in connection with the collection of amounts due
to the Company from any Person;

     (e) all expenses incurred in connection with the preparation of amendments
or restatements to this Agreement; and

     (f) all expenses incurred in connection with the liquidation, dissolution,
winding up or termination of the Company.

                                  ARTICLE 16
         TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS

     Section 16.01. Right of Assignee to Become a Preferred Securityholder. An
assignee shall become a Preferred Securityholder upon compliance with the
provisions of Section 16.05 of this Agreement.

     Section 16.02. Events of Cessation of Security Ownership. A Person shall
cease to be a Securityholder upon the lawful assignment of all of its
Securities (including any redemption or other repurchase by the Company) or as
otherwise provided herein.

     Section 16.03. Persons Deemed Preferred Securityholders. The Company may
treat the Person in whose name any Preferred Securities Certificate shall be
registered on the books and records of the Company as the sole holder of such
Preferred Securities Certificate and of the Preferred Securities represented by
such Preferred Securities Certificate for purposes of receiving dividends or
other distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Preferred Securities Certificate or in the Preferred Securities
represented by such Preferred Securities Certificate on the part of any other
Person, whether or not the Company shall have actual or other notice thereof.
Notwithstanding the foregoing or


                                      45



anything to the contrary herein, the Company agrees that at any time that the
Trust shall be a holder of any Preferred Securities, each holder of a preferred
certificate issued by the Trust shall, upon presentation to the Company or the
Registrar of reasonable evidence thereof, have the right to the fullest extent
permitted by law and without the need for any other action of any other person,
including the trustee under the Trust and any other holder of any other of such
preferred certificates, to enforce in the name of the Trust the Trust's rights
under the Preferred Securities represented by the preferred certificates of
such holder.

     Section 16.04. The Preferred Certificates. (a) The Preferred Certificates
shall be issued in minimum denominations of $25.00 liquidation preference and
integral multiples thereof. Each Preferred Certificate shall be signed,
manually, by the President, any Vice President or the Secretary of the Company.
Preferred Certificates bearing the signatures of individuals who were, at the
time when such signatures shall have been affixed, authorized to sign on behalf
of the Company shall be validly issued notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the delivery of such
Preferred Certificates or did not hold such offices at the date of delivery of
such Preferred Certificates. A transferee of a Preferred Certificate shall
become a Securityholder upon due registration of such Preferred Certificate in
such transferee's name pursuant to Section 16.05.

     (b) Unless and until the Company issues a global Preferred Certificate
pursuant to Section 16.07, the Company shall only issue definitive Preferred
Certificates to the Preferred Securityholders.

If the Preferred Securities are distributed to Holders of the Trust Preferred
Securities in book-entry form in connection with the dissolution, winding up,
termination or liquidation of the Trust, the Company shall cause the Preferred
Securities to be issued in one or more global certificates pursuant to Section
16.07 and registered pursuant to Section 16.05 in the name of DTC, as
depositary, or its nominee.

     Section 16.05. Transfer of Preferred Certificates. (a) The Board of
Directors shall provide for the registration of Preferred Certificates and of
transfers of Preferred Certificates in a record thereof (the "Securities
Register") and shall appoint a securities registrar (the "Registrar") and
transfer agent (the "Transfer Agent") to act on its behalf; provided, however,
that without any action on the part of the Board of Directors being necessary,
the Manager Trustee is hereby appointed as the initial Registrar and Transfer
Agent. Subject to the other provisions of this Article 16, upon surrender for
registration of transfer of any Preferred Certificate, the Board of Directors
shall cause one or more new Preferred Certificates to be issued in the name of
the designated transferee or transferees. Every Preferred Certificate
surrendered for registration of transfer


                                      46



shall be accompanied by a written instrument of transfer in form satisfactory
to the Board of Directors duly executed by the Preferred Securityholder or his
or her attorney duly authorized in writing. Any registration of transfer shall
be effected upon the Transfer Agent being satisfied with the documents of title
and identity of the person making the request, upon the receipt by the transfer
agent of any applicable certificate relating to transfer restrictions as
described below, and subject to such reasonable regulations as the Company may
from time to time establish. Each Preferred Certificate surrendered for
registration of transfer shall be canceled by the Board of Directors. A
transferee of a Preferred Securities Certificate shall be admitted to the
Company as a Preferred Securityholder and shall be entitled to the rights and
subject to the obligations of a Preferred Securityholder hereunder upon receipt
by such transferee of a Preferred Certificate. By acceptance of a Preferred
Certificate, each transferee shall be bound by this Agreement. The transferor
of a Preferred Certificate, in whole, shall cease to be a Preferred
Securityholder at the time that the transferee of such Preferred Certificate is
admitted to the Company as a Preferred Securityholder in accordance with this
Section 16.05.

     (b) Upon surrender for registration of transfer of any Preferred
Certificate at the office or agency of the Company or the Registrar maintained
for that purpose (the "Administrator") the Company shall deliver or cause to be
delivered to the Registrar in a form duly executed on behalf of the Company in
the manner provided for in Section 16.05(a) and the Registrar shall countersign
in the manner provided in and to the extent required by Section 16.05(a) and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Certificates in authorized denominations of a like aggregate
liquidation amount dated the date of execution by such Administrator.

     The Registrar shall not be required (i) to issue, register the transfer of
or exchange any Preferred Security during a period beginning at the opening of
business 15 days before the day of selection for redemption of such Preferred
Security and ending at the close of business on the day of mailing of the
notice of redemption, or (ii) to register the transfer of or exchange any
Preferred Security so selected for redemption in whole or in part, except, in
the case of any such Preferred Security to be redeemed in part, any portion
thereof not to be redeemed.

     No service charge shall be made for any registration of transfer or
exchange of Preferred Certificates, but the Registrar may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Certificates.

     Section 16.06. Mutilated, Destroyed, Lost or Stolen Preferred
Certificates. If (a) any mutilated Preferred Certificate shall be surrendered
to the Registrar, or if the Registrar shall receive evidence to its
satisfaction of the


                                      47



destruction, loss or theft of any Preferred Certificate, and (b) there shall be
delivered to the Registrar and the Company such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Preferred Certificate shall have been acquired by a bona fide
purchaser, the Company shall sign, the Registrar shall countersign to the
extent required under Section 16.04(a), and the Company and the Registrar shall
make available for delivery (all in the manner provided for in Section 16.04),
in exchange for or in lieu of any mutilated, destroyed, lost or stolen
Preferred Certificate, a new Preferred Certificate of like class, tenor and
denomination. In connection with the issuance of any new Preferred Certificate
under this Section 16.06, the Company or the Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Preferred Certificate issued
pursuant to this Section shall constitute conclusive evidence of a limited
liability company interest in the Company corresponding to that evidenced by
the lost, stolen or destroyed Preferred Certificate, as if originally issued,
whether or not the lost, stolen or destroyed Preferred Certificate shall be
found at any time.

     Section 16.07. Book-entry Provisions.

     (a) General. The provisions of this Section 16.07 shall apply only in the
even that the Preferred Securities are distributed to the Holder of Trust
Securities in book-entry form in connection with the voluntary or involuntary
dissolution, winding up, termination or liquidation of the Trust. Upon the
occurrence of such an event, a global Preferred Certificate representing the
Book-Entry Interests shall be delivered to DTC, as the initial Clearing Agency,
by or on behalf of the Company, and any previously issued and still outstanding
definitive Preferred Certificates shall be of no further force and effect. The
global Preferred Certificate shall initially be registered on the books and
records of the Company in the name of Cede & Co., the nominee of DTC, and no
Preferred Securityholder will receive a new definitive Preferred Certificate
representing such Holder's interests in such Preferred Certificate, except as
provided in Section 16.07(c). In connection with the involuntary or voluntary
dissolution, winding-up, termination or liquidation of the Trust, Cede & Co.,
the nominee of DTC, shall automatically be admitted to the Company as a
Preferred Securityholder. Receipt of the global Preferred Certificate shall be
deemed to constitute a request by Cede & Co., the nominee of DTC, that the
books and records of the Company reflect its admission as a Preferred
Securityholder. Unless and until new definitive, fully registered Preferred
Certificates have been issued to the Preferred Securityholders pursuant to
Section 16.07(c):

          (i) The provisions of this Section shall be in full force and effect;


                                      48



          (ii) The Company, the Board of Directors, the Manager Trustee, the
     Guarantee Independent Director, if any, and the Registrar and Transfer
     Agent shall be entitled to deal with the Clearing Agency for all purposes
     of this Agreement (including the payment of dividends, Redemption Price,
     the Contingent Distribution and liquidation distributions and receiving
     approvals, votes or consents hereunder) as the Preferred Securityholder
     and the sole holder of the Preferred Certificates and shall have no
     obligation to any other Preferred Securityholders;

          (iii) None of the Company, the Trust, the Board of Directors, the
     Manager Trustee, the Guarantee Independent Director, if any, or any agents
     of any of the foregoing shall have any liability or responsibility for any
     aspect of the records relating to or payments made on account of
     beneficial ownership interests in a global Preferred Certificate for such
     beneficial ownership interests or for maintaining, supervising or
     reviewing any records relating to such beneficial ownership interests; and

          (iv) Except as provided in Section 16.07(c) below, the Preferred
     Securityholders will not be entitled to receive physical delivery of the
     Preferred Securities in definitive form and will not be considered Holders
     thereof for any purpose under this Agreement, and no global Preferred
     Certificate representing Preferred Securities shall be exchangeable,
     except for another global Preferred Certificate of like denomination and
     tenor to be registered in the name of DTC or Cede & Co., or to a successor
     depositary or its nominee. Accordingly, each Preferred Securityholder must
     rely on the procedures of DTC or if such person is not a Participant, on
     the procedures of the Participant through which such person owns its
     interest to exercise any rights of a Preferred Securityholder under the
     Agreement.

     (b) Notices To Clearing Agency. Whenever a notice or other communication
to the Preferred Securityholders is required under this Agreement, unless and
until definitive Preferred Certificates shall have been issued to the Preferred
Securityholder pursuant to Section 16.07(c), the Company, the Board of
Directors, the Manager Trustee and the Guarantee Independent Director, if any,
shall give all such notices and communications specified herein to be given to
the Preferred Securityholders to the Clearing Agency, and shall have no
obligations to any other Preferred Securityholders.

     (c) Definitive Preferred Certificates. Definitive Preferred Certificates
shall be prepared by the Company and exchangeable for the global Preferred
Certificate if and only if (i) the depositary (A) notifies the Company that it
is unwilling or unable to continue its services as a securities depositary and
no successor depositary shall have been appointed or (B) at any time, ceases to
be a


                                      49



Clearing Agency registered under the Exchange Act at such time as the
depositary is required to be so registered to act as such depositary, or (ii)
there shall have occurred and be continuing an Event of Default (as defined in
the Trust Guarantee or the LLC Guarantee) or any event which after notice or
lapse of time or both would be an Event of Default (as defined in the Trust
Guarantee or the LLC Guarantee) under the Trust Guarantee or the LLC Guarantee.
Upon surrender of the global Preferred Certificate representing the Book-Entry
Interests by the Clearing Agency, accompanied by registration instructions, the
Board of Directors or authorized Officer shall cause definitive Preferred
Certificates to be delivered to Preferred Securityholders in accordance with
the instructions of the Clearing Agency. None of the Board of Directors,
authorized Officers and the Company shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Any Person receiving a definitive Preferred
Certificate in accordance with this Section 16.07 shall be admitted to the
Company as a Preferred Securityholder upon receipt of such definitive Preferred
Certificate and shall be registered on the books and records of the Company as
a Preferred Securityholder. The Clearing Agency or the nominee of the Clearing
Agency, as the case may be, shall cease to be a Preferred Securityholder under
this Section 16.07(c) at the time that at least one additional Person is
admitted to the Company as a Preferred Securityholder in accordance herewith.
The definitive Preferred Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as may be required by any
national securities exchange on which Preferred Securities may be listed and is
reasonably acceptable to any Officer of the Company, as evidenced by his or her
execution thereof.

     Section 16.08. Transfer of Common Securities. AANAH, as the initial holder
of the Common Securities shall have the right to transfer the Common Securities
to the Guarantor, the Bank or any one or more Qualified Subsidiaries. No Person
other than the Guarantor, the Bank, AANAH or one or more Qualified Subsidiaries
is permitted to own the Common Securities.

                                  ARTICLE 17
           MERGERS, CONSOLIDATIONS AND SALES; INTERCOMPANY SECURITIES

     Section 17.01. The Company. The Company may not consolidate, convert,
amalgamate, or merge with or into, be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other body, except as described below. The Company may, without the consent of
the Preferred Securityholders, consolidate, convert, amalgamate, or merge with
or into, or be replaced by a limited partnership, limited liability company or
trust organized as such under the laws of any state of United States of
America, provided that (i) such successor entity either (x) expressly assumes
all of the


                                      50



obligations of the Company under the Preferred Securities or (y) substitutes
for the Preferred Securities other securities having substantially the same
terms as the Preferred Securities (the "Successor Securities") so long as the
Successor Securities are not junior to any equity securities of the successor
entity, with respect to participation in the profits, distributions and assets
of the successor entity, except that they may rank junior to the Common
Securities or any common equity securities of the successor entity to the same
extent that the Preferred Securities rank junior to the Common Securities, (ii)
the Bank expressly acknowledges such successor entity as the holder of the
Intercompany Securities, (iii) the Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities, if so listed, are then listed,
(iv) such merger, consolidation, amalgamation, conversion or replacement does
not cause the Trust Preferred Securities (or, in the event that the Trust is
liquidated, the Preferred Securities (including any Successor Securities)) to
be downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, amalgamation, conversion or replacement does not
adversely affect the powers, preferences and other special rights of the
holders of the Trust Preferred Securities or Preferred Securities (including
any Successor Securities) in any material respect, (vi) such successor entity
has a purpose substantially identical to that of the Company, (vii) prior to
such merger, consolidation, amalgamation, or conversion or replacement, the
Company has received an opinion of nationally recognized law firm experienced
in such matters to the effect that (A) such successor entity will be treated as
a partnership, and will be not classified as an association or a publicly
traded partnership taxable as a corporation, for United States federal income
tax purposes, (B) such merger, consolidation, amalgamation, conversion or
replacement would not cause the Trust to be classified as other than a grantor
trust for United States federal income tax purposes, (C) following such merger,
consolidation, amalgamation, conversion or replacement, such successor entity
will not be required to register under the 1940 Act and (D) such merger,
consolidation, amalgamation, conversion or replacement will not adversely
affect the limited liability of the holders of the Preferred Securities and
(viii) the Guarantor guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the LLC Guarantee
with respect to the Preferred Securities.

     Section 17.02. Intercompany Securities. (a) The Company may reinvest the
proceeds from the Initial Intercompany Securities upon maturity or redemption
thereof in Successor Intercompany Securities, provided that such reinvestment
will not cause the Company to be considered to be an "investment company"
within the meaning of the 1940 Act.


                                      51



     (b) The Company may not transfer the Intercompany Securities, except to a
holder of the Common Securities upon liquidation of the Company.

                                  ARTICLE 18
                    DISSOLUTION, LIQUIDATION AND TERMINATION

     Section 18.01. No Dissolution. The Company shall not be dissolved by the
admission of Securityholders. The death, insanity, retirement, resignation,
expulsion, bankruptcy or dissolution of a Securityholder, or the occurrence of
any other event which terminates the continued membership of a Securityholder
in the Company, shall not in and of itself cause the Company to be dissolved
and its affairs wound up. Upon the occurrence of any such event, the business
of the Company shall be continued without dissolution. The bankruptcy of a
Securityholder (as defined in Sections 18-101(1) and 18-304 of the Delaware
Act) shall not cause a Securityholder to cease to be a member of the Company,
and upon the occurrence of any such event the existence of the Company shall
continue without dissolution.

     Section 18.02. Events Causing Dissolution. The Company shall be dissolved
and its affairs shall be wound up upon the occurrence of any of the following
events:

     (a) a decree or order by a court having jurisdiction in the premises shall
have been entered adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of the Company under any applicable federal or state bankruptcy or
similar law, and such decree or order shall have continued undischarged and
unstayed for a period of 90 days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
trustee, assignee, sequestrator or similar official in bankruptcy or insolvency
of the Company or of all or substantially all of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and such
decree or order shall have continued undischarged and unstayed for a period of
90 days or the Company shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding
against it, or shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition under any applicable
federal or state bankruptcy or similar law, or shall consent to the filing of
any such petition, or shall consent to the appointment of a receiver,
liquidator, trustee, assignee, sequestrator or similar official in bankruptcy
or insolvency of the Company or of all or substantially all of its property, or
shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due and its


                                      52



willingness to be adjudged a bankrupt, or corporate action shall be taken by
the Company in furtherance of any of the aforesaid purposes;

     (b) the entry of a decree of judicial dissolution of the Company under
Section 18-802 of the Delaware Act;

     (c) the entry of a judgment initiating judicial liquidation in respect of
the Guarantor or the Bank under Netherlands law or any other liquidation of the
Guarantor or the Bank under Netherlands law;

     (d) in connection with the redemption, repurchase or exchange of all
outstanding Preferred Securities; or

     (e) the written consent of all Securityholders.

     Notwithstanding the foregoing, the Company shall, to the fullest extent
permitted by law, not be dissolved until all claims under the LLC Guarantee,
the Trust Guarantee and the Contingent Guarantee shall have been paid in full
pursuant to the terms of the LLC Guarantee, the Trust Guarantee or the
Contingent Guarantee, as the case may be, and the Contingent Distribution, if
any, shall have been made.

     Section 18.03. Notice of Dissolution. Upon the dissolution of the Company,
the Board of Directors shall promptly notify the Securityholders of such
dissolution.

     Section 18.04. Liquidation. Upon dissolution of the Company, the Board of
Directors or, in the event that the dissolution is caused by an event described
in Sections 18.02(b) or (c) of this Agreement and there are no Directors, a
Person or Persons who may be approved by the Preferred Securityholders holding
not less than a 66-2/3% in liquidation amount of the Preferred Securities, as
liquidating trustees, shall immediately commence to wind up the Company's
affairs; provided, however, that a reasonable time shall be allowed for the
orderly liquidation of the assets of the Company and the satisfaction of
liabilities to creditors so as to minimize the losses attendant upon a
liquidation. The proceeds of liquidation shall be distributed, as realized, in
the manner provided in Section 18-804 of the Delaware Act.

     Section 18.05. Termination. The Company shall terminate when all of the
assets of the Company have been distributed in the manner provided for in this
Article 18, and the Certificate shall have been canceled in the manner required
by the Delaware Act.


                                      53



                                  ARTICLE 19
                                 MISCELLANEOUS

     Section 19.01. Amendments. This Agreement may only be amended by a written
instrument executed by an Officer designated by the Board of Directors without
the consent of any Preferred Securityholder; provided, however, that no
amendment shall be made, and any such purported amendment shall be void and
ineffective, to the extent either that such amendment (a) would have a material
adverse effect on a Preferred Securityholder or a Holder or beneficial owner of
Trust Securities (including, without limitation, amendments to Sections 9.02
and 9.07), (b) would result in the Company being deemed to be required to
register under the 1940 Act, (c) would result in causing the Company to be
treated as anything other than a partnership that is not a publicly traded
partnership for purposes of United States federal income taxation, or (d) has
not received the prior requisite approval of the holders of the Preferred
Securityholders, as may be expressly provided in this Agreement or the By-Laws.

     Notwithstanding anything to the contrary in this Agreement, for so long as
any Preferred Security remains outstanding, the Board of Directors shall not
cause, or permit, any amendment to Section 10.02(b), 10.02(h), or 10.02(i)(iii)
of this Agreement, unless such amendment shall have received the prior
unanimous approval of all Preferred Securityholders entitled to give such
approval, as determined in accordance with Section 11.01.

     Section 19.02. Amendment of Certificate. In the event this Agreement shall
be amended pursuant to Section 19.01, the Board of Directors shall cause the
Certificate to be amended to reflect such change if it deems such amendment of
the Certificate to be necessary or appropriate.

Section 19.03. Successors. This Agreement shall be binding as to the
executors, administrators, estates, heirs and legal successors, or nominees or
representatives, of the Securityholders.

     Section 19.04. Law; Severability. THIS AGREEMENT AND THE RIGHTS OF PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. In
particular, this Agreement shall be construed to the maximum extent possible to
comply with all of the terms and conditions of the Delaware Act. If,
nevertheless, it shall be determined by a court of competent jurisdiction that
any provisions or wording of this Agreement shall be invalid or unenforceable
under the Delaware Act or other applicable law, such invalidity or
unenforceability shall not invalidate the entire Agreement. In that case, this
Agreement shall be construed so as to limit any term or provision so as to make
it enforceable or valid


                                      54



within the requirements of applicable law, and, in the event such term or
provisions cannot be so limited, this Agreement shall be construed to omit such
invalid or unenforceable provisions. If it shall be determined by a court of
competent jurisdiction that any provision relating to the distributions and
allocations of the Company or to any fee payable by the Company is invalid or
unenforceable, this Agreement shall be construed or interpreted so as (a) to
make it enforceable or valid and (b) to make the distributions and allocations
as closely equivalent to those set forth in this Agreement as is permissible
under applicable law.

     Section 19.05. Filings. Following the execution and delivery of this
Agreement, the Board of Directors shall cause to be promptly prepared any
documents required to be filed and recorded under the Delaware Act, and the
Board of Directors shall cause to be promptly filed and recorded each such
document in accordance with the Delaware Act and, to the extent required by
local law, to be filed and recorded or notice thereof to be published in the
appropriate place in each jurisdiction in which the Company may hereafter
establish a place of business. The Board of Directors shall also promptly cause
to be filed, recorded and published such statements of fictitious business name
and any other notices, certificates, statements or other instruments required
by any provision of any applicable law of the United States or any state or
other jurisdiction which governs the conduct of its business from time to time.

     Section 19.06. Power of Attorney. Each Securityholder does hereby
constitute and appoint each Person specifically authorized by the Board of
Directors to act as its true and lawful representative and attorney in fact, in
its name, place and stead to make, execute, sign, deliver and file (a) any
amendment of the Certificate required because of an amendment to this Agreement
or in order to effectuate any change in the ownership of the Securities of the
Company, (b) any amendments to this Agreement made in accordance with the terms
hereof and (c) all such other instruments, documents and certificates which may
from time to time be required by the laws of the United States of America, the
State of Delaware or any other jurisdiction, or any political subdivision or
agency thereof, to effectuate, implement and continue the valid and subsisting
existence of the Company or to dissolve the Company or for any other purpose
consistent with this Agreement and the transactions contemplated hereby.

     The power of attorney granted hereby is coupled with an interest and shall
(a) survive and not be affected by the subsequent death, incapacity,
disability, dissolution, termination or bankruptcy of the Securityholder
granting the same or the transfer of all or any portion of such
Securityholder's Preferred Securities and (b) extend to such Securityholder's
successors, assigns and legal representatives.


                                      55



     Section 19.07. Exculpation. (a) No Director or Officer shall have personal
liability to the Company or the Securityholders for monetary damages for breach
of, in the case of a Director, such Director's fiduciary duty (if any) or, in
the case of a Director or an Officer, for any act or omission performed or
omitted by such Director or Officer in good faith on behalf of the Company, and
in a manner such Director or Officer reasonably believed to be within the scope
of the authority conferred on such Director or Officer by this Agreement or by
law, except for such Director's or Officer's gross negligence or willful
misconduct.

     (b) Each Director and Officer shall be fully protected in relying in good
faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters such
Director or Officer reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Company, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to Securityholders might properly be paid.

     Section 19.08. Indemnification. To the fullest extent permitted by
applicable law, each Director and Officer shall be entitled to indemnification
from AANAH for any loss, damage, claim or expense (including reasonable
attorney's fees) incurred by such Director or Officer by reason of any act or
omission performed or omitted by such Director or Officer in good faith on
behalf of the Company and in a manner reasonably believed to be within the
scope of authority conferred on such Director or Officer by this Agreement,
except with respect to any act or omission determined by a court of competent
jurisdiction to have constituted gross negligence or wilful misconduct of such
Director or Officer.

     Section 19.09. Notices. All notices provided for in this Agreement shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (i) If given to the Company, at the Company's mailing address set
     forth:

     ABN AMRO Capital Funding LLC VI
     c/o ABN AMRO North America Holding Company
     135 South LaSalle Street
     Chicago, Illinois 60603
     Facsimile No.: 312-904-5150
     Attention: Chief Legal Officer, LaSalle Bank Corporation


                                      56



          (ii) If given to any Securityholder, at the address set forth in the
     Securities Register.

Each such notice, request or other communication shall be effective (a) if
given by telecopier, when transmitted to the number specified in such
Securities Register and the appropriate confirmation is received, (b) if given
by mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, or (c) if given by any other
means, when delivered at the address specified in the Securities Register.



                           [SIGNATURE PAGE TO FOLLOW]


                                      57



     IN WITNESS WHEREOF, this Agreement is executed as of the date first above
stated.

                                        ABN AMRO NORTH AMERICA HOLDING COMPANY


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


                                        ABN AMRO CAPITAL FUNDING TRUST VI


                                        By:
                                            ------------------------------------
                                            Name:                          ,
                                            as Regular Trustee


                                        BNY MIDWEST TRUST COMPANY,
                                          as Manager Trustee


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









                                                                        Annex A
                                                    to the Amended and Restated
                                            Limited Liability Company Agreement


                                    BY-LAWS

                                       OF

                        ABN AMRO Capital Funding LLC VI


     These By-laws have been established as the By-laws of ABN AMRO Capital
Funding LLC VI, a Delaware limited liability company (the "Company"), pursuant
to the Amended and Restated Limited Liability Company Agreement, dated as of
September 30, 2003 (as from time to time amended, modified or supplemented, the
"Agreement"), pursuant to which the Company's existence has been continued,
and, together with the Agreement and the other annexes thereto, are deemed to
be the limited liability company agreement of the Company for purposes of the
Delaware Act. In the event of any inconsistency between the Agreement and these
By-laws, the provisions of the Agreement shall control.

     Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.

                                   ARTICLE 1
                                SECURITYHOLDERS

     Section 1.01. Annual Meetings. An annual meeting of Securityholders, if
any, shall be held at such date, time and place either within or without the
State of Delaware if and as may be decided and designated by the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.

     Section 1.02. Special Meetings. Special meetings of Securityholders may be
called at any time by the Chairman of the Board, if any, the President, the
Board of Directors or any of the Independent Directors, if any, to be held at
such date, time and place either within or without the State of Delaware as may
be stated in the notice of the meeting. A special meeting of Securityholders
shall be called by the Secretary upon the written request, stating the purpose
of the meeting, of Securityholders who together own of record a majority of the
Securities entitled to vote at such meeting.





     Section 1.03. Notice of Meetings. Whenever Securityholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each Securityholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the Securityholder at such Securityholder's
address as it appears on the records of the Company.

     Section 1.04. Adjournments. Any meeting of Securityholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Securityholder of record entitled to vote at the meeting.

     Section 1.05. Quorum. At each meeting of Securityholders, except where
otherwise provided by law or the Agreement or these By-laws, the holders of at
least 50% of the Securities entitled to vote on a matter at the meeting,
present in person or represented by proxy, shall constitute a quorum. In the
absence of a quorum of the holders of Securities entitled to vote on a matter,
the holders of a majority of the Securities present or represented may adjourn
such meeting from time to time in the manner provided by Section 1.04 of these
By-laws until a quorum shall be so present or represented. Securities other
than Common Securities belonging on the record date for the meeting to the
Guarantor or an Affiliate of the Guarantor shall neither be entitled to vote
nor be counted for quorum purposes.

     Section 1.06. Organization. Meetings of Securityholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the President, or in the absence of the President by a Vice
President, or in the absence of the foregoing persons, by a chairman designated
by the Board of Directors, or in the absence of such designation, by a chairman
chosen at the meeting. The Secretary, or in the absence of the Secretary, an
Assistant Secretary, shall act as secretary of the meeting, but in the absence
of the Secretary and any Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.


                                       2



     Section 1.07. Voting; Proxies. Unless otherwise provided in the Agreement,
each Securityholder entitled to vote at any meeting of Securityholders shall
have voting power proportionate to the outstanding amount, based on initial
issue price, of the Securities held by such Securityholder that have voting
power upon the matter in question. Each Securityholder entitled to vote at a
meeting of Securityholders or to express consent or dissent to action in
writing without a meeting may authorize another person or persons to act for
such Securityholder by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power, regardless of whether the interest with which
it is coupled is an interest in the Securities themselves or an interest in the
Company generally. A Securityholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Company. Voting at meetings of
Securityholders need not be by written ballot unless the holders of a majority
of the outstanding Securities entitled to vote thereon present in person or
represented by proxy at such meeting shall so determine. Directors shall be
designated, removed and replaced as provided in the Agreement and Article II
hereof. Other than in the case of any matter expressly set forth in the
Agreement for which a higher vote is required, the affirmative vote of the
holders of a majority of the Securities present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the
act of the Securityholders.

     Section 1.08. Fixing Date for Determination of Securityholders of Record.
In order that the Company may determine the Securityholders entitled to notice
of or to vote at any meeting of Securityholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining Securityholders
entitled to notice of or to vote at a meeting of Securityholders shall be at
the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of
Securityholders of record entitled to notice of or to vote at a meeting of
Securityholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     In order that the Company may determine the Securityholders entitled to
consent to action in writing without a meeting, the Board of Directors may fix
a


                                       3



record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining Securityholders entitled to consent to action in writing without a
meeting, when no prior action by the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Company by delivery to
(a) its registered office in the State of Delaware, (b) its principal place of
business, or (c) an Officer or agent of the Company having custody of the book
in which proceedings of meetings of Securityholders are recorded. Delivery made
to the Company's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required
by law, the record date for determining Securityholders entitled to consent to
action in writing without a meeting shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action.

     In order that the Company may determine the Securityholders entitled to
receive payment of any distribution or allotment of any rights or the
Securityholders entitled to exercise any rights in respect of any exchange of
Securities, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining Securityholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     Section 1.09. List of Securityholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of
Securityholders, a complete list of the Securityholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Securityholder and the amount of Securities registered in the name of each
Securityholder. Such list shall be open to the examination of any
Securityholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any Securityholder who is present.


                                       4



     Section 1.10. Consent of Securityholders in Lieu of Meeting. Unless
otherwise provided in the Agreement or by law, any action required by law to be
taken at any annual or special meeting of Securityholders of the Company, or
any action which may be taken at any annual or special meeting of such
Securityholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding Securities having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all Securities entitled to vote thereon
were present and voted and shall be delivered to the Company by delivery to (a)
its registered office in the State of Delaware by hand or by certified mail or
registered mail, return receipt requested, (b) its principal place of business,
or (c) an Officer or agent of the Company having custody of the book in which
proceedings of meetings of Securityholders are recorded. Every written consent
shall bear the date of signature of each Securityholder who signs the consent
and no written consent shall be effective to take the action referred to
therein unless, within sixty days of the earliest dated consent delivered in
the manner required by this By-Law to the Company, written consents signed by
holders representing a sufficient amount of Securities to take action are
delivered to the Company by delivery to (a) its registered office in the State
of Delaware by hand or by certified or registered mail, return receipt
requested, (b) its principal place of business, or (c) an Officer or agent of
the Company having custody of the book in which proceedings of meetings of
Securityholders are recorded. Prompt notice of the taking of the action without
a meeting by less than unanimous written consent shall be given to those
Securityholders who have not consented in writing.

                                   ARTICLE 2
                               BOARD OF DIRECTORS

     Section 2.01. Number; Powers; By-laws. The business and affairs of the
Company shall be managed by or under the direction of a Board composed
initially of four Directors and thereafter of not less than four nor more than
seven Directors. Except as provided in the Agreement, Directors shall be
designated, approved or elected by the Common Securityholder. The Board shall
manage the business and affairs of the Company and may exercise all powers in
connection therewith, and except for such powers as are required to be
exercised by Securityholders, all in accordance with the Agreement, these
By-laws and applicable law. Except for the Guarantee Independent Director with
respect to the enforcement of the Contingent Guarantee and the Contingent
Distribution and except to the extent that the Board or the Securityholders
confer such authority on a Director, no Director shall have the authority to
bind the Company.


                                       5



     Section 2.02. Voting Power. Each Director (other than the Guarantee
Independent Director) shall, in the consideration of any matter by the Board,
have a single vote at the time such vote is taken or made (whether at a meeting
or by written consent). Except where a greater percentage approval may be
provided for herein or in the Agreement or by law, an action shall be deemed
approved by the Board only if it has been approved by a majority of the
Directors.

     Section 2.03. Quorum. At all meetings of the Board, the presence of at
least a majority of Directors shall constitute a quorum for the transaction of
business. In case at any meeting of the Board a quorum shall not be present,
any Director present may adjourn the meeting from time to time until a quorum
shall be present.

     Section 2.04. Designation; Removal; Replacement. The term of office of a
Director shall be until the earliest of the following events: (i) his or her
successor is designated or (ii) he or she resigns or is removed. Any Director
(other than an Independent Director or a Guarantee Independent Director) may be
removed, with or without cause by a majority vote of the Common
Securityholders. In the event of the resignation, removal or death of a
Director, such Director shall be replaced by another person designated by a
majority vote of the Common Securityholders. Any Director may resign at any
time upon written notice to the Board of Directors or to the President or the
Secretary of the Company. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.

     Section 2.05. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board may from time to time determine, and if so determined notice
thereof need not be given.

     Section 2.06. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman of the Board, by the President or by any two
Directors. Reasonable notice thereof shall be given by the person or persons
calling the meeting.

     Section 2.07. Participation in Meetings by Conference Telephone Permitted.
Unless otherwise restricted by the Agreement or these By-laws, the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a


                                       6



meeting pursuant to this By-Law shall constitute presence in person at such
meeting.

     Section 2.08. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in the absence of the Chairman
of the Board by the President, or in their absence, by a chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary, an Assistant
Secretary, shall act as secretary of the meeting, but in the absence of the
Secretary and any Assistant Secretary, the chairman of the meeting may appoint
any person to act as secretary of the meeting.

     Section 2.09. Action by Directors Without a Meeting. Unless otherwise
restricted by the Agreement or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all of the Board or of such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

                                   ARTICLE 3
                                   COMMITTEES

     Section 3.01. Committees. The Board of Directors may, by resolution of the
Board adopted by majority vote, designate one or more committees, each
committee to consist of one or more of the Directors of the Company. Any such
committee, to the extent provided in the resolution of the Board of Directors
or in these By-laws, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Company, and may authorize the seal of the Company, if any, to be affixed to
all papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Formation, adopting an
agreement of merger, consolidation or conversion, recommending to the
Securityholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, recommending to the Securityholders a
dissolution of the Company or a revocation of a dissolution, amending these
By-laws or, with respect to any matter reserved to the Guarantee Independent
Director pursuant to Section 9.02(c) of the Agreement or relating to the duties
of the Guarantee Independent Director under Section 9.07 of the Agreement; and,
unless the resolution, these By-laws or the Agreement expressly so provides, no
such committee shall have the power or authority to authorize the issuance of
Securities, to adopt a certificate of ownership and merger, consolidation or
conversion or to remove or indemnify Officers or Directors.


                                       7



     Section 3.02. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the members of such committee shall constitute a quorum for the transaction
of business, the vote of a majority of the members present at a meeting at the
time of such vote if a quorum is then present shall be the act of such
committee, and in other respects each committee shall conduct its business in
the same manner as the Board conducts its business pursuant to Article II of
these By-laws.

                                   ARTICLE 4
                                    OFFICERS

     Section 4.01. Officers; Election. As soon as practicable after the annual
meeting of Securityholders in each year, the Board of Directors shall elect a
President and a Secretary, and may also elect one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers and such other Officers as the
Board may deem desirable or appropriate and may give any of them such further
designations or alternate titles as it considers desirable. Any number of
offices may be held by the same person unless the Agreement or these By-laws
otherwise provide.

     Section 4.02. Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
Officer, each Officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Any Officer
may resign at any time upon written notice to the Board or to the President or
the Secretary of the Company. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board may remove any
Officer with or without cause at any time. Any such removal shall be without
prejudice to the contractual rights of such Officer, if any, with the Company,
but the election of an Officer shall not of itself create contractual rights.
Any vacancy occurring in any office of the Company by death, resignation,
removal or otherwise may be filled by the Board at any regular or special
meeting.

     Section 4.03. Powers and Duties. The Officers of the Company shall have
such powers and duties in the management of the Company as shall be stated in
these By-laws or in a resolution of the Board of Directors which is not
inconsistent with these By-laws and, to the extent not so stated, as generally
pertain to comparable offices in a corporation organized under the General
Corporation Law of the State of Delaware, subject to the control of the Board.
The Secretary shall have the duty to record the proceedings of the meetings of
the


                                       8



Securityholders, the Board of Directors and any committees in a book to be
kept for that purpose. The Board may require any Officer, agent or employee to
give security for the faithful performance of his or her duties.

                                   ARTICLE 5
                                   SECURITIES

     Section 5.01. Certificates for Securities. The Preferred Securities in the
Company shall be registered in certificated form, except that, if the Preferred
Securities are distributed to Holders of Trust Securities in book-entry form in
connection with the dissolution, winding up, termination or liquidation of the
Trust, the Company shall cause the Preferred Securities to be issued in one or
more global certificates and registered in the name of a nominee of DTC
pursuant to Article 16 of the Agreement. If such certificate is manually
countersigned by a transfer agent or by a registrar, any other signature on the
certificate may be a facsimile. In case any Officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such Officer before such certificate is issued, it may be issued by the Company
with the same effect as if such person were such Officer at the date of issue.

     Section 5.02. Lost, Stolen or Destroyed Certificates; Issuance of New
Certificates. The Company may issue a new certificate representing Securities
in the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Company may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Company a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate or uncertificated
Securities.

                                   ARTICLE 6
                                 MISCELLANEOUS

     Section 6.01. Seal. The Company may have a company seal which shall have
the name of the Company inscribed thereon and shall be in such form as may be
approved from time to time by the Board of Directors. The company seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

     Section 6.02. Waiver of Notice of Meetings of Securityholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the Agreement or these By-laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall


                                       9



be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Securityholders, Directors or a committee of
Directors need be specified in any written waiver of notice unless so required
by the Agreement or these By-laws.

     Section 6.03. Indemnification of Directors, Officers and Employees. AANAH,
as the initial Common Securityholder, shall indemnify to the full extent
permitted under the Delaware Act any person made or threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a Director, Officer or employee of the
Company or serves or served at the request of the Company any other enterprise
as a director, officer or employee except for such Director's or Officer's
gross negligence or willful misconduct. Expenses, including attorneys' fees,
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by AANAH promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the Company.
The rights provided to any person by this By-Law shall be enforceable against
AANAH by such person who shall be presumed to have relied upon it in serving or
continuing to serve as a Director, Officer or employee as provided above. No
amendment of this By-Law shall impair the rights of any person arising at any
time with respect to events occurring prior to such amendment. For purposes of
this By-Law, the term "Company" shall include any predecessor of the Company
and any constituent company (including any constituent of a constituent)
absorbed by the Company in a consolidation or merger; the term "other
enterprise" shall include any limited liability company, corporation,
partnership, joint venture, trust or employee benefit plan. The rights
conferred on any Person by this Section 6.03 shall not be exclusive of any
other rights which such Person may have or hereafter acquire under any statute,
provision of these By-Laws, the Agreement, any other agreement, vote of
Securityholders or disinterested Directors or otherwise. AANAH's obligation, if
any, to indemnify any Person who was or is serving at its request as a
director, officer, employee or agent of any other enterprise shall be reduced
by any amount such Person may collect as indemnification from such other
enterprise. Any repeal or modification of the foregoing provisions of this
Section 6.03 shall not adversely affect any right of protection hereunder of
any Person in respect of any act or omission occurring prior to the time of
such repeal or modification.

     Section 6.04. Form of Records. Any records maintained by the Company in
the regular course of its business, including its Securities ledger, books of


                                      10



account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape or disk, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Company shall so convert any records
so kept upon the request of any person entitled to inspect the same.

     Section 6.05. Amendment of By-laws. These By-laws may be amended or
repealed, and new by-laws adopted, by the Board of Directors in accordance with
the Agreement.


                                      11



                                                                        Annex B
                                                    to the Amended and Restated
                                            Limited Liability Company Agreement



                           List of Initial Directors

                              Thomas M. Goldstein

                                Thomas C. Heagy

                             Willie J. Miller, Jr.

                                Andrew B. Weimer






                            List of Initial Officers

        Thomas C. Heagy                             President

        Ernest J. Antczak                           Vice President

        Martin L. Eisenberg                         Vice President

        Jerome F. Papinchock                        Vice President

        Jeffrey Sirota                              Vice President

        Carol L. Tenyak                             Secretary

        Thomas M. Goldstein                         Treasurer

        Timothy D. Kaiser                           Assistant Secretary





                                                                        Annex C
                                                    to the Amended and Restated
                                            Limited Liability Company Agreement


             [FORM OF CERTIFICATE EVIDENCING PREFERRED SECURITIES]

     [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT: This
Preferred Security is a Global Certificate within the meaning of the LLC
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depositary") or a nominee of the Depositary.
This Preferred Security is exchangeable for Preferred Securities registered in
the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the LLC Agreement and no transfer of this
Preferred Security (other than a transfer of this Preferred Security as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

     Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York), a New York corporation, to the Company or its agent for registration of
transfer, exchange or payment, and any Preferred Security issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment hereon is made to Cede & Co.,
or such other entity as is requested by an authorized representative of the
Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.]





                                                              Aggregate Initial
Certificate Number R -[_]                                Liquidation Preference
                                                                $[____________]


                    CERTIFICATE FOR PREFERRED SECURITIES OF
                        ABN AMRO CAPITAL FUNDING LLC VI

            6.25% Non-cumulative Guaranteed LLC Preferred Securities
                           (liquidation amount $25.00
                            per Preferred Security)

         ABN AMRO Capital Funding LLC VI, a limited liability company formed
under the laws of the State of Delaware (the "Company"), hereby certifies that
ABN AMRO Capital Funding Trust VI (the "Securityholder") is the registered
owner of $[___________] aggregate liquidation preference of Preferred
Securities of the Company representing preferred limited liability company
interests in the Company, which are designated the 6.25% Non-cumulative
Guaranteed LLC Preferred Securities, liquidation amount $25.00 per Preferred
Security (the "Preferred Securities"). The Preferred Securities are fully paid
and are nonassessable preferred limited liability company interests in the
Company, as to which the Securityholders of the Company who hold the Preferred
Securities (the "Securityholders"), in their capacities as such, have no
liability in excess of their obligations to make payments provided for in the
LLC Agreement (as defined below) and their share as provided in the LLC
Agreement of the Company's assets and undistributed profits (subject to their
obligation to repay any funds wrongfully distributed to them), and are
transferable on the books and records of the Company, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and otherwise in accordance with the provisions of the
LLC Agreement. The powers, preferences and special rights and limitations of
the Preferred Securities are set forth in, and this certificate and the
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Limited
Liability Company Agreement of the Company dated as of September 30, 2003, as
the same may be amended from time to time in accordance with its terms (the
"LLC Agreement"), authorizing the issuance of the Preferred Securities and
determining the powers, preferences and other special rights and limitations,
regarding dividends, voting, return of capital and otherwise, and other matters
relating to the Preferred Securities. Capitalized terms used herein but not
defined herein shall have the meaning given them in the LLC Agreement. The
Securityholder is entitled to the benefits of the Company Preferred Securities
Guarantee Agreement dated as of September 30, 2003, among the ABN AMRO Holding
N.V., as Guarantor, ABN AMRO Capital Funding Trust VI, as initial holder of
Preferred Securities and BNY Midwest


                                       2



Trust Company, as trustee (the "LLC Guarantee") to the extent provided therein.
The Company will furnish a copy of the LLC Agreement and the LLC Guarantee to
the Securityholder without charge upon written request to the Company at its
principal place of business.

     By accepting this certificate, the Securityholder hereby accepts the
rights under the LLC Guarantee with respect to this Preferred Security,
including the rights under Article 6:253 of the Dutch Civil Code, which rights
shall be transferred by operation of law under Article 6:251 of the Dutch Civil
Code to any subsequent Securityholder of this Preferred Security. The
Securityholder, by accepting this certificate, is deemed to have agreed to be
bound by the provisions of the LLC Agreement. Upon receipt of this certificate,
the Securityholder is admitted to the Company as a Preferred Securityholder, is
bound by the LLC Agreement and is entitled to the benefits thereunder.

                           [SIGNATURE PAGE TO FOLLOW]


                                       3



     IN WITNESS WHEREOF, this certificate has been executed on behalf of the
Company by a duly authorized officer as of this [__] day of [_____], [____].

                                          ABN AMRO CAPITAL FUNDING LLC VI


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



                                          Guaranteed to the extent set forth in
                                          the LLC Guarantee dated September 30,
                                          2003

                                          ABN AMRO HOLDING N.V.


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


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




                       (see reverse for additional terms)








                         [FORM OF REVERSE OF SECURITY]

     Dividends payable on each Preferred Security will be fixed at a rate per
annum of 6.25% of the stated liquidation amount of $25.00 per Preferred
Security. Dividends on the Preferred Securities will only be made to the extent
that the Company has funds legally available for the payment of such dividends.
The amount of dividends payable for any period will be computed for any full
quarterly dividend period on the basis of a 360-day year of twelve 30-day
months.

     Except as otherwise described herein, dividends on the Preferred
Securities will be non-cumulative, will accrue from the date of initial
issuance and will be payable quarterly in arrears, on the last day of March ,
June , September and December of each year, commencing on December 31, 2003 if,
as and when declared by the Company. If the Trust Preferred Securities (or, if
the Trust is liquidated, the Preferred Securities) are in book-entry only form,
dividends will be payable to the Holders of record of Preferred Securities as
they appear on the books and records of the Company on the relevant record
dates, which will be one Business Day prior to the relevant payment dates. If
the Trust or the Property Trustee is the Holder of the Preferred Securities,
all distributions of cash shall be made by wire transfer of same day funds to
such Holder by 10:00 a.m., New York City time, on the applicable Dividend
Payment Date. If the Trust Preferred Securities (or, if the Trust is
liquidated, the Preferred Securities) are not in book-entry only form, the
relevant record dates shall be the 15th day of the month of the relevant
payment dates (without regard to the next sentence). In the event that any date
on which dividends are payable is not a Business Day, payment of such dividend
shall be made on the next succeeding day which is a Business Day (without
accruing any interest or other payment to such next succeeding Business Day)
except that, if such Business Day falls in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day (without
any reduction in interest or other amounts in respect of any such early
payment).

     On or after September 30, 2008, the Preferred Securities shall be
redeemable at the option of the Company, in whole or in part, subject to prior
approval of the Guarantor and the Dutch Central Bank, if such approval is
required at the time of redemption, at a redemption price of $25.00 per
Preferred Security, plus Additional Amounts, if any, plus any accumulated and
unpaid dividends for the then current Dividend Period through the date of
redemption ("Redemption Price"). If fewer than all the outstanding Preferred
Securities are to be redeemed, then the number of Preferred Securities to be
redeemed shall be determined by the Board of Directors, and the securities to
be redeemed shall be determined by lot or pro rata as may be determined by the
Board of Directors in its sole discretion to be equitable, provided that such
method satisfies any applicable requirements of any securities exchange on
which the Preferred Securities or any Trust Preferred Securities may then be
listed and, if the Preferred Securities or Trust Preferred Securities are then
held by DTC or its





nominee in the form of a global security, any applicable requirements of DTC.
The Company shall promptly notify the Registrar and Transfer Agent for the
Preferred Securities in writing of the Preferred Securities selected for
partial redemption and, in the case of any Preferred Securities selected for
partial redemption, the liquidation preference thereof to be redeemed.

     Upon the occurrence of a Special Redemption Event, the Company shall have
the right to redeem the Preferred Securities in whole (but not in part), at any
time, subject to prior approval of the Guarantor and the Dutch Central Bank, if
such approval is required at the time of redemption, at the Redemption Price.

     Any redemption of Preferred Securities, whether at the option of the
Company or upon the occurrence of a Special Redemption Event, shall not require
the vote or consent of any of the Preferred Securityholders and may be effected
only with the prior approval of the Guarantor and the Dutch Central Bank, if
required. Notice of any redemption of Preferred Securities will be given by the
Board of Directors on behalf of the Company by mail to each Preferred
Securityholder to be redeemed not fewer than 30 nor more than 60 days before
the date fixed for redemption.

     In the event that payment of the Redemption Price in respect of any
Preferred Securities is improperly withheld or refused and not paid either by
the Company or by the Guarantor pursuant to the LLC Guarantee, dividends on
such Preferred Securities shall continue to accumulate from the date fixed for
redemption to the date of actual payment of such Redemption Price.


                                       2



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   (Insert address and zip code of assignee)

and irrevocably appoints

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
agent to transfer this Preferred Security Certificate on the books of the
Company. The agent may substitute another to act for him or her.

Date:
     ---------------------------------------------------------------------------

Signature:
          ----------------------------------------------------------------------

          (Sign exactly as your name appears on the other side of this
                        Preferred Security Certificate)



                                       3

EX-4.3

                                                                     EXHIBIT 4.3





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


                      TRUST SECURITIES GUARANTEE AGREEMENT

                       ABN AMRO CAPITAL FUNDING TRUST VI

                         Dated as of September 30, 2003


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










                               TABLE OF CONTENTS
                              -------------------

                                                                           PAGE
                                                                           ----

                                   ARTICLE 1
                        DEFINITIONS AND INTERPRETATIONS

Section 1.01.  Definitions and Interpretations.................................2

                                   ARTICLE 2
                              TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application................................7
Section 2.02.  Lists of Holders of Securities..................................7
Section 2.03.  Reports by the Guarantee Trustee................................8
Section 2.04.  Periodic Reports to Guarantee Trustee...........................8
Section 2.05.  Evidence of Compliance with Conditions Precedent................8
Section 2.06.  Events of Default; Waiver.......................................8
Section 2.07.  Event of Default; Notice........................................9
Section 2.08.  Rights of Holders...............................................9
Section 2.09.  Conflicting Interests...........................................9
Section 2.10.  Guarantee Trustee May File Proofs Of Claims.....................9

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 3.01.  Powers, Duties and Rights of Guarantee Trustee.................10
Section 3.02.  Certain Rights of Guarantee Trustee............................11
Section 3.03.  Not Responsible for Recitals or Issuance of Guarantee..........13

                                   ARTICLE 4
                               GUARANTEE TRUSTEE

Section 4.01.  Guarantee Trustee; Eligibility.................................14
Section 4.02.  Appointment, Removal and Resignation of  Guarantee Trustee.....14

                                   ARTICLE 5
                                   GUARANTEE

Section 5.01.  Guarantee......................................................15
Section 5.02.  Delivery of Guarantor Certificate; Distributions Deemed
               Declared.......................................................16
Section 5.03.  Waiver of Notice and Demand....................................18
Section 5.04.  Obligations Not Affected.......................................18
Section 5.05.  Action Against Guarantor.......................................19


                                       i


Section 5.06.  Independent Obligations........................................19
Section 5.07.  Taxes..........................................................19
Section 5.08.  Article 6:251 of DCC...........................................20
Section 5.09.  Article 6:253 of DCC...........................................20

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

Section 6.01.  Limitation of Transactions.....................................21
Section 6.02.  Ranking........................................................22

                                   ARTICLE 7
                                  TERMINATION

Section 7.01.  Termination....................................................23

                                   ARTICLE 8
                                INDEMNIFICATION

Section 8.01.  Exculpation....................................................24
Section 8.02.  Indemnification................................................24

                                   ARTICLE 9
                                 MISCELLANEOUS

Section 9.01.  Successors and Assigns.........................................24
Section 9.02.  Amendments.....................................................24
Section 9.03.  Judgment Currency Indemnity....................................25
Section 9.04.  Assignment of the Guarantor....................................26
Section 9.05.  Notices........................................................26
Section 9.06.  Governing Law..................................................27
Section 9.07.  Jurisdiction...................................................27

EXHIBIT A   Guarantor's Officers' Certificate                                A-1
EXHIBIT B   Initial Holders List                                             B-1


                                      ii



                            CROSS-REFERENCE TABLE(1)

Section of Trust Indenture Act                                     Section of
of 1939, as amended                                                 Guarantee
310(a).....................................................          4.01(a)
310(b).....................................................       2.09, 4.01(c)
310(c).....................................................       Inapplicable
311(a).....................................................          2.02(b)
311(b).....................................................          2.02(b)
311(c).....................................................       Inapplicable
312(a).....................................................          2.02(a)
312(b).....................................................          2.02(b)
313........................................................           2.03
314(a).....................................................           2.04
314(b).....................................................       Inapplicable
314(c).....................................................           2.05
314(d).....................................................       Inapplicable
314(f).....................................................       Inapplicable
315(a).....................................................     3.01(c), 3.01(d)
315(b).....................................................           2.07
315(c).....................................................          3.01(c)
315(d).....................................................          3.01(d)
316(a).....................................................           2.08

- --------------------
     1 This Cross-Reference Table does not constitute part of the Guarantee and
shall not affect the interpretation of any of its terms or provisions.

                                      iii



         This TRUST SECURITIES GUARANTEE AGREEMENT (the "Guarantee") dated as
of September 30, 2003, is executed and delivered by ABN AMRO HOLDING N.V., a
public limited liability company incorporated under the laws of The Netherlands
(the "Guarantor"), ABN AMRO NORTH AMERICA HOLDING COMPANY, ABN AMRO
INCORPORATED, ABN AMRO FINANCIAL SERVICES, INC., BANC OF AMERICA SECURITIES
LLC, CHARLES SCHWAB & CO., INC., RAYMOND JAMES & ASSOCIATES, INC., U.S. BANCORP
PIPER JAFFRAY INC. and WELLS FARGO SECURITIES, LLC (collectively, the "Initial
Holders") and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee
(the "Guarantee Trustee"), for the benefit of the Initial Holders and any
subsequent Holders (as defined herein) from time to time of the Trust
Securities (as defined herein) of ABN AMRO Capital Funding Trust VI, a Delaware
statutory trust (the "Issuer" or the "Trust").

         WHEREAS, pursuant to the amended and restated trust agreement, dated
as of September 30, 2003, among the trustees of the Issuer named therein, the
sponsor of the Issuer named therein, the Guarantor and the holders from time to
time of undivided beneficial interests in the assets of the Issuer, as amended
from time to time (the "Trust Agreement"), the Issuer is issuing on the date
hereof 8,000,000 Non-cumulative Guaranteed Trust Preferred Securities, having
an aggregate liquidation amount of $200,000,000, designated the 6.25%
Non-cumulative Guaranteed Trust Preferred Securities, and may issue up to an
additional 1,200,000 such securities pursuant to an over-allotment option (the
"Trust Preferred Securities") and the 6.25% Trust Common Securities (the "Trust
Common Securities" and together with the Trust Preferred Securities, the "Trust
Securities"); and

         WHEREAS, as incentive for the Initial Holders and any subsequent
Holders from time to time to purchase the Trust Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in
this Guarantee, to pay to the Initial Holders and any subsequent Holders from
time to time of the Trust Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the purchase by each Initial
Holder and any subsequent Holders from time to time of Trust Securities, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Guarantee for the benefit of the Initial Holders and
any subsequent Holders from time to time.





                                   ARTICLE 1
                        DEFINITIONS AND INTERPRETATIONS

         Section 1.01. Definitions and Interpretations. In this Guarantee,
unless the context otherwise requires:

         (a)      capitalized terms used in this Guarantee but not defined in
                  the preamble above have the respective meanings assigned to
                  them in this Section 1.01;

         (b)      a term defined anywhere in this Guarantee has the same
                  meaning throughout;

         (c)      all references to "the Guarantee" or "this Guarantee" are to
                  this Guarantee as modified, supplemented or amended from time
                  to time;

         (d)      all references in this Guarantee to Articles and Sections are
                  to Articles and Sections of this Guarantee, unless otherwise
                  specified; and

         (e)      a reference to the singular includes the plural and vice
                  versa.

         "AANAH" means ABN AMRO North America Holding Company, a wholly-owned
indirect subsidiary of ABN AMRO Holding N.V.

         "Additional Amounts" means an amount paid as further Distributions in
order that the net amounts received by the Holders of the Trust Securities
after withholding or deduction of any Relevant Tax required by law equal the
amount which would have been received in respect of the Trust Securities in the
absence of such withholding or deduction, except that no Additional Amounts are
payable to a Holder of Trust Securities (or to a third party on the Holder's
behalf) with respect to any Trust Securities (i) to the extent that such
Relevant Tax is imposed or levied by virtue of such Holder (or the beneficial
owner of such Trust Securities) having some connection with the Relevant
Jurisdiction, other than being a Holder (or beneficial owner) of such Trust
Securities, (ii) to the extent that such Tax is imposed or levied by virtue of
such Holder (or beneficial owner) not having made a declaration of
non-residence in, or other lack of connection with, the Relevant Jurisdiction
or any similar claim for exemption, if the Guarantor or its agent has provided
the beneficial owner of such Trust Security or its nominee with at least 60
days' prior written notice of an opportunity to make such a declaration or
claim, or (iii) where such withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meeting of June 3, 2003 or any law implementing or complying with, or
introduced in order to conform to, or substantially similar to such Directive.


                                       2



         "Administrative Action" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory
procedure, notice or announcement (including any notice or announcement of
intent to adopt such procedures or regulations).

         "Affiliate" means, with respect to any specified person, any other
person that directly or indirectly controls or is controlled by, or is under
common control with, such specified person.

         "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

         "Bank" means ABN AMRO Bank N.V., a public limited liability company
incorporated under the laws of The Netherlands.

         "Company" means ABN AMRO Capital Funding LLC VI.

         "Company Common Securities" means the voting common securities
representing ownership interests in the Company.

         "Company Preferred Securities" means the 6.25% Non-cumulative
Guaranteed Company Preferred Securities representing ownership interests in the
Company.

         "Company Preferred Securities Guarantee" means the guarantee dated as
of September 30, 2003, executed and delivered by ABN AMRO Holding N.V., as
guarantor, BNY Midwest Trust Company, as the property trustee, and BNY Midwest
Trust Company, as guarantee trustee, for the benefit of the initial holders and
the subsequent holders from time to time of the Company Preferred Securities of
ABN AMRO Capital Funding LLC VI.

         "Company Securities" means the Company Preferred Securities and the
Company Common Securities.

         "Contingent Guarantee" means the contingent guarantee agreement among
the Guarantor, the Company and BNY Midwest Trust Company (as Guarantee Trustee)
relating to the Company Preferred Securities dated September 30, 2003.

         "Corporate Trust Office" means the principal trust office of the
Guarantee Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate
Finance Group.

         "Covered Person" means any Holder or beneficial owner of Trust
Securities.


                                       3


         "Distributions" means cash income distributions with respect to the
Trust Securities.

         "Distribution Date" means the last day of each of March, September,
June and September of each year.

         "Distribution Period" means each period beginning on the date of
original issuance of the Trust Securities or on a Distribution Date and ending
on the day that precedes the next succeeding Distribution Date.

         "Distribution Rate" means 6.25% per annum.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee.

         "Euronext" means the Official Segment of Euronext Amsterdam N.V.'s
Stock Market.

         "Guarantee Trustee" means BNY Midwest Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee by executing a counterpart hereof and becoming a
party hereto, and thereafter means each such Successor Guarantee Trustee.

         "Holder" shall mean any Initial Holder or subsequent holder, as
registered on the books and records of the Issuer, of any Trust Security;
provided, however, that, in determining whether the holders of the requisite
percentage of Trust Securities have given any request, notice, consent or
waiver hereunder "Holder" shall not include the Guarantor or any Affiliate of
the Guarantor.

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officer, director, shareholder, member, partner,
employee, representative, nominee, custodian or agent of the Guarantee Trustee.

         "Initial Intercompany Security" means the 6.375% Intercompany Security
issued by the Bank.

         "Intercompany Securities" means the Initial Intercompany Security and,
upon maturity or redemption thereof, any successor intercompany securities that
will constitute the assets of the Company.

         "Investment Company Event" means that the Guarantor shall have
requested and received an opinion of a nationally recognized U.S. law firm
experienced in such matters to the effect that there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" within the meaning of the U.S. Investment Company Act of 1940, as
amended from time to time, or any successor legislation (the "1940 Act"), as a
result of (i) any judicial decision, any pronouncement or interpretation
(irrespective of the manner made


                                       4


known), the adoption or amendment of any law, rule or regulation, any notice or
announcement (including any notice or announcement of intent to adopt such rule
or regulation) by any U.S. legislative body, court, governmental agency or
regulatory authority after the date hereof or (ii) any change after the date
hereof in the laws of The Netherlands relating to the enforceability of the
Guarantee thereunder, as confirmed in an opinion of a nationally recognized
Dutch law firm experienced in such matters.

         "Majority in liquidation amount of the Trust Securities" means, except
as provided by the Trust Indenture Act, a vote by Holder(s) of Trust
Securities, voting as a class, of more than 50% of the liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all Trust Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person.

         "Ordinary Shares" means the ordinary shares of the Guarantor, any
other shares of the Guarantor's capital stock ranking junior to the Parity
Preferred Shares, if any and any guarantees of the Guarantor ranking junior to
the Parity Guarantees and this Guarantee.

         "Parity Guarantee" means any guarantee issued by the Guarantor of any
preferred securities, preferred or preference shares or any other securities
that qualify as Tier 1 capital for the Guarantor issued by any subsidiary of
the Guarantor, if such guarantee ranks pari passu with the Guarantor's
obligations under this Guarantee.

         "Parity Preferred Shares" means the most senior ranking preferred or
preference shares or other securities that qualify as Tier 1 capital issued by
the Guarantor.

         "Parity Securities" means, collectively, the Parity Guarantees, the
Parity Preferred Shares and the Parity Subsidiary Securities.

         "Parity Subsidiary Securities" means any securities issued by a
subsidiary of the Guarantor guaranteed by the Guarantor under a Parity
Guarantee.

         "Perpetual Non-Cumulative Capital Securities" means the perpetual
non-cumulative capital securities into which the Trust Preferred Securities
shall be exchanged upon a "Regulatory Event" as described in the Prospectus
Supplement dated September 25, 2003.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited


                                       5


liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Qualified Subsidiaries" means one or more subsidiaries of the
Guarantor, the Bank or AANAH which are deemed to be a "company controlled by
the parent company" under Rule 3a-5, as amended, of the 1940 Act.

         "Relevant Jurisdiction" means The Netherlands and, during any period
any Intercompany Security other than the Initial Intercompany Security is
outstanding, the jurisdiction of residence of any obligor on any such
Intercompany Security.

         "Relevant Tax" means any present or future taxes, duties, assessments
or governmental charges of whatever nature, imposed or levied by or on behalf
of any Relevant Jurisdiction or any authority therein or thereof having the
power to tax.

         "Responsible Officer" means, with respect to the Guarantee Trustee,
any officer within the Corporate Trust Office of the Guarantee Trustee,
including any vice president, any assistant vice president, any secretary, any
assistant secretary, the treasurer, any assistant treasurer or other officer of
the Guarantee Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.01.

         "Tax Event" means the receipt by the Guarantor or any of its
Affiliates of an opinion of a nationally recognized law firm or other tax
adviser in the United States or The Netherlands, as appropriate, experienced in
such matters, to the effect that, as a result of (i) any amendment to, or
clarification of, or change (including any announced prospective change) in,
the laws or treaties (or any regulations promulgated thereunder) of the United
States or The Netherlands or any political subdivision or taxing authority
thereof or therein affecting taxation, (ii) any Administrative Action or (iii)
any amendment to, clarification of, or change in the official position or the
interpretation of such Administrative Action or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action that differs from the theretofore generally accepted position, in each
case, by any legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment, clarification or
change is made known, which amendment, clarification or change is effective, or
which pronouncement or decision is announced, on or after the date of issuance
of the Company Securities or the Trust Securities, there is more than an
insubstantial risk that (A) the Trust or the Company will be subject to more
than a de minimis amount of taxes, duties or other governmental charges;


                                       6


(B) the Guarantor or the Bank is or will be required to pay any additional
amounts in respect of any taxes, duties or other governmental charges with
respect to payments of interest or principal on the Intercompany Securities or
with respect to any payments on the Trust Preferred Securities or the Perpetual
Non-Cumulative Capital Securities or hereunder or under the Company Preferred
Securities Guarantee Agreement, or (C) the Company is or will be required to
pay any additional amounts in respect of any taxes, duties or other
governmental charges with respect to payments of dividends on the Company
Preferred Securities or the Trust is or will be required to pay any additional
amounts in respect of any taxes, duties or other governmental charges with
respect to distributions on the Trust Preferred Securities.

         "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended.

         "Trust Special Redemption Event" means (i) a Tax Event or (ii) an
Investment Company Event, in each case, solely with respect to the Trust.

                                   ARTICLE 2
                              TRUST INDENTURE ACT

         Section 2.01. Trust Indenture Act; Application. (a) This Guarantee is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Guarantee and shall, to the extent applicable, be governed by such
provisions. A term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee, unless otherwise defined in this Guarantee or unless
the context otherwise requires.

         (b) If and to the extent that any provision of this Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         Section 2.02. Lists of Holders of Securities. (a) The Guarantee
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of Trust
Securities. If the Guarantee Trustee is not the Registrar, the Guarantor shall
furnish to the Guarantee Trustee quarterly on or before the last day of March,
June, September, and December in each year, and at such other times as the
Guarantee Trustee may request in writing, a list, in such form and as of such
date as the Guarantee Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Guarantor or any
of its paying agents other than the Guarantee Trustee as to the names and
addresses of Holders of Trust Securities.

         (b) The Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.


                                       7


         Section 2.03. Reports by the Guarantee Trustee. Within 60 days after
May 15 of each year, the Guarantee Trustee shall provide to the Holders of the
Trust Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         Section 2.04. Periodic Reports to Guarantee Trustee. The Guarantor
shall provide to the Guarantee Trustee such documents, reports and information
as required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act. Delivery of such
reports, information and documents to the Guarantee Trustee is for
informational purposes only and the Guarantee Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Guarantor's
compliance with any of its covenants hereunder (as to which the Guarantee
Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 2.05. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314 (c) (1) may be given in the form of an Officers' Certificate and
shall include:

         (a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definition relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

         (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer 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, in the opinion of each such officer,
such condition or covenant has been complied with.

         Section 2.06. Events of Default; Waiver. The Holders of a Majority in
liquidation amount of the Trust Securities may, by vote, on behalf of the
Holders of all of the Trust Securities, waive any past Event of Default and its
consequences except an Event of Default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of each Holder
of Trust Securities. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been


                                       8


cured, for every purpose of this Guarantee, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.

         Section 2.07. Event of Default; Notice. (a) The Guarantee Trustee
shall, within 90 days after the occurrence of an Event of Default, transmit by
mail, first class postage prepaid, to the Holders of the Trust Securities,
notices of all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice, provided, that, the Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of the Trust Securities.

         (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer of the Guarantee Trustee shall
have received written notice, or a Responsible Officer of the Guarantee Trustee
charged with the administration of the Guarantee shall have obtained actual
knowledge, of such Event of Default.

         Section 2.08. Rights of Holders. (a) The Holders of a Majority in
liquidation amount of the Trust Securities shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee or exercising any trust or
power conferred upon the Guarantee Trustee under this Guarantee.

         (b) If the Guarantee Trustee fails to enforce its rights under the
Guarantee after a Holder of Trust Securities has made a written request, such
Holder of Trust Securities may institute a legal proceeding directly against
the Guarantor to enforce the Guarantee Trustee's rights under Article 5 of this
Guarantee, without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other person or entity. Notwithstanding the foregoing,
if the Guarantor has failed to make a Guarantee Payment, a Holder of Trust
Securities may directly institute a proceeding in such Holder's own name
against the Guarantor for enforcement of Article 5 of this Guarantee for such
payment.

         Section 2.09. Conflicting Interests. The Trust Agreement shall be
deemed to be specifically described in this Guarantee for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

         Section 2.10. Guarantee Trustee May File Proofs Of Claims. Upon the
occurrence of an Event of Default, the Guarantee Trustee is hereby authorized
to (a) recover judgment, in its own name and as a trustee of an express trust,
against the Guarantor for the whole amount of any Guarantee Payments remaining
unpaid and (b) file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have its claims and those of the Holders
of the


                                       9


Trust Preferred Securities allowed in any judicial proceeding relative to the
Guarantor, its creditors or its property.

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

         Section 3.01. Powers, Duties and Rights of Guarantee Trustee. (a) This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
of the Trust Securities, and the Guarantee Trustee shall not transfer this
Guarantee to any Person except a Holder of Trust Securities exercising his or
her rights pursuant to Section 2.08(b) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, and such
vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such
Successor Guarantee Trustee.

         (b) If an Event of Default actually known to a Responsible Officer of
the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
shall enforce this Guarantee for the benefit of the Holders of the Trust
Securities.

         (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing or waiver of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee, and no implied covenants shall be read into this
Guarantee against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06 and is
actually known to a Responsible Officer of the Guarantee Trustee), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

         (d) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act, or its own willful misconduct, except that:

                  (i) Prior to the occurrence of any Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                           (A) the duties and obligations of the Guarantee
                  Trustee shall be determined solely by the express provisions
                  of this Guarantee, and the Guarantee Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Guarantee,
                  and no implied covenants


                                      10


                  or obligations shall be read into this Guarantee against the
                  Guarantee Trustee; and

                           (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness
                  of the opinions expressed therein, upon any certificates or
                  opinions furnished to the Guarantee Trustee and conforming to
                  the requirements of this Guarantee; but in the case of any
                  such certificates or opinions that by any provision hereof
                  are specifically required to be furnished to the Guarantee
                  Trustee, the Guarantee Trustee shall be under a duty to
                  examine the same to determine whether or not they conform to
                  the requirements of this Guarantee (but need not confirm or
                  investigate the accuracy of any mathematical calculations or
                  other facts stated therein);

                  (ii) The Guarantee Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer of the
         Guarantee Trustee, unless it shall be proved that the Guarantee
         Trustee was grossly negligent in ascertaining the pertinent facts upon
         which such judgment was made;

                  (iii) The Guarantee 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 a Majority in
         liquidation amount of the Trust Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Guarantee Trustee, or the exercise of any trust or power
         conferred upon the Guarantee Trustee under this Guarantee; and

                  (iv) No provision of this Guarantee shall require the
         Guarantee 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 the Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability, or indemnity, satisfactory to the
         Guarantee Trustee, against such expense, risk or liability, is not
         assured to it under the terms of this Guarantee.

         Section 3.02. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.01:

                  (i) The Guarantee Trustee may conclusively rely, and shall be
         fully protected in acting or refraining from acting upon, any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document (whether in
         its original or


                                      11


         facsimile form) believed by it to be genuine and to have been signed,
         sent or presented by the proper party or parties.

                  (ii) Any direction or act of the Guarantor contemplated by
         this Guarantee shall be sufficiently evidenced by an Officers'
         Certificate.

                  (iii) Whenever, in the administration of this Guarantee, the
         Guarantee Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Guarantee Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         conclusively rely upon an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Guarantor.

                  (iv) The Guarantee Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (or any
         rerecording, refiling or registration thereof).

                  (v) The Guarantee Trustee may, at the expense of the
         Guarantor, consult with counsel of its selection, and the advice or
         opinion of such counsel with respect to legal matters shall be full
         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         accordance with such advice or opinion. Such counsel may be counsel to
         the Guarantor or any of its Affiliates and may include any of its
         employees. The Guarantee Trustee shall have the right at any time to
         seek instructions concerning the administration of this Guarantee from
         any court of competent jurisdiction.

                  (vi) The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee at
         the request or direction of any Holder, unless such Holder shall have
         provided to the Guarantee Trustee such security and indemnity,
         satisfactory to the Guarantee Trustee, against the costs, expenses
         (including attorneys' fees and expenses and the expenses of the
         Guarantee Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Guarantee Trustee; provided, that nothing contained in this
         Section 3.02(a)(vi) shall be taken to relieve the Guarantee Trustee,
         upon the occurrence of an Event of Default, of its obligation to
         exercise the rights and powers vested in it by this Guarantee.

                  (vii) The Guarantee 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,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit


                                      12


         but shall incur no liability or additional liability of any kind by
         reason of such inquiry or investigation.

                  (viii) The Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents, nominees, custodians or attorneys, and the
         Guarantee Trustee shall not be responsible for any misconduct or
         negligence on the part of any agent or attorney appointed with due
         care by it hereunder.

                  (ix) Any action taken by the Guarantee Trustee or its agents
         hereunder shall bind the Holders of the Trust Securities, and the
         signature of the Guarantee Trustee or its agents alone shall be
         sufficient and effective to perform any such action. No third party
         shall be required to inquire as to the authority of the Guarantee
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Guarantee, both of which shall be conclusively
         evidenced by the Guarantee Trustee or its agent taking such action.

                  (x) Whenever in the administration of this Guarantee the
         Guarantee Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Guarantee Trustee (i) may request written instructions
         from the Holders of a Majority in liquidation amount of the Trust
         Securities, (ii) may refrain from enforcing such remedy or right or
         taking such other action until such written instructions are received
         and (iii) shall be protected in conclusively relying on or acting in
         accordance with such written instructions.

                  (xi) The Guarantee Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion or
         rights or powers conferred upon it by this Guarantee.

         (b) No provision of this Guarantee shall be deemed to impose any duty
or obligation on the Guarantee Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.

         Section 3.03. Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the statements of
the Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.


                                      13


                                   ARTICLE 4
                               GUARANTEE TRUSTEE

         Section 4.01. Guarantee Trustee; Eligibility. (a) There shall at all
times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State thereof or of the
         District of Columbia, or a corporation or Person permitted by the
         Securities and Exchange Commission to act as an institutional trustee
         under the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least 50 million U.S. dollars ($50,000,000), and subject to
         supervision or examination by Federal, State or District of Columbia
         authority. If such corporation publishes reports of condition at least
         annually, pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then, for the purposes of this
         Section 4.01(a)(ii), 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.

         (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.02(c).

         (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

         Section 4.02. Appointment, Removal and Resignation of Guarantee
Trustee. (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor except during an Event of
Default.

         (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.02(a) until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

         (c) The Guarantee Trustee appointed to office shall hold office until
a Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such


                                      14


appointment by instrument in writing executed by such Successor Guarantee
Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

         (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery of an instrument of removal or resignation, the Guarantee Trustee
resigning or being removed may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

         (e) No Guarantee Trustee shall be liable for the acts or omissions to
act of any Successor Guarantee Trustee.

         (f) Upon termination of this Guarantee or removal or resignation of
the Guarantee Trustee pursuant to this Section 4.02, and before the appointment
of any Successor Guarantee Trustee, the Guarantor shall pay to the Guarantee
Trustee all amounts to which it is entitled to the date of such termination,
removal or resignation.

                                   ARTICLE 5
                                   GUARANTEE

         Section 5.01. Guarantee. The Guarantor irrevocably and unconditionally
agrees, subject to the limitations set forth in this Guarantee, to pay in full
to each of the Initial Holders and each subsequent Holder from time to time,
whether such rights under this Guarantee are asserted by the Guarantee Trustee
or directly by any such Holder (without duplication of amounts theretofore paid
by the Issuer), if, as and when due, regardless of any defense, right of setoff
or counterclaim that the Issuer may have or assert:

                  (i) any accumulated but unpaid Distributions on the Trust
         Securities, whether declared by the Issuer or deemed declared pursuant
         to Section 5.02 hereof, plus Additional Amounts thereon, if any;

                  (ii) the $25.00 redemption price per each Trust Security
         called for redemption by the Issuer, plus an amount equal to any
         accumulated and unpaid Distributions thereon for the then current
         Distribution Period through the date of redemption, on the Trust
         Securities, plus Additional Amounts thereon, if any (the "Redemption
         Price"); and

                  (iii) the $25.00 liquidation amount per each Trust Security
         upon any voluntary or involuntary dissolution, liquidation or winding
         up of the Issuer (other than in connection with the distribution of
         Company Preferred Securities to the Holders as provided in the Trust
         Agreement), plus Additional Amounts thereon, if any;


                                      15


(collectively, the "Guarantee Payments"). All Guarantee Payments shall include
interest accrued on such Guarantee Payments, at a rate per annum equal to the
stated Distribution rate of the Trust Securities, since the date of the claim
asserted under this Guarantee relating to such Guarantee Payments.

         The Guarantor's obligation to make any of the payments listed in (i)
through (iii) above may be satisfied either by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.

         Section 5.02. Delivery of Guarantor Certificate; Distributions Deemed
Declared. (a) As of each Distribution Date with respect to which the Issuer has
not paid Distributions in full at the Distribution Rate, the Guarantor shall
deliver an Officers' Certificate to the Guarantee Trustee substantially in the
form attached as Exhibit A hereto (the "Guarantor Certificate"); provided that
failure to deliver the Guarantor Certificate on or prior to any Distribution
Date with respect to which the Issuer has not paid Distributions in full at the
Distribution Rate, shall not constitute an Event of Default but shall result in
Distributions on all the Trust Securities then outstanding being deemed
declared in full at the Distribution Rate on such Distribution Date for the
purposes of Section 5.01(i) hereof.

         (b) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and (ii) (A) the Guarantor or
one of its subsidiaries declares or makes a dividend or other payment on its
Ordinary Shares that pay dividends annually or (B) the Guarantor or any of its
subsidiaries has redeemed, repurchased or otherwise acquired (other than (I) in
connection with transactions effected by or for the account of customers of the
Guarantor or any of its subsidiaries or in connection with the distribution,
trading or market-making in respect of such securities, (II) in connection with
the satisfaction by the Guarantor or any of its subsidiaries of its obligations
under any employee benefit plans or similar arrangements with or for the
benefit of employees, officers, directors or consultants, (III) as a result of
a reclassification of the capital stock of the Guarantor or any of its
subsidiaries or the exchange or conversion of one class or series of such
capital stock for another class or series of such capital stock or (IV) the
purchase of fractional interests in shares of the capital stock of the
Guarantor or any of its subsidiaries pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged)
for any consideration (or moneys have been paid to or made available for a
sinking fund or for redemption of any such shares) any Ordinary Shares or any
Parity Securities during the twelve month period immediately preceding and
including such Distribution Date, then Distributions will be deemed declared in
full at the Distribution Rate on such Distribution Date for the purposes of
Section 5.01(i) hereof and for three consecutive Distribution Dates thereafter.

         (c) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and (ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
any Ordinary Shares


                                      16


that pay dividends semi-annually during the six month period immediately
preceding and including such Distribution Date, then Distributions will be
deemed declared in full at the Distribution Rate on such Distribution Date for
the purposes of Section 5.01(i) hereof and for the next consecutive
Distribution Date thereafter.

         (d) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and(ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
any Ordinary Shares that pay dividends quarterly during the three month period
immediately preceding and including such Distribution Date, then Distributions
will be deemed declared in full at the Distribution Rate on such Distribution
Date for the purposes of Section 5.01(i) hereof.

         (e) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and (ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
Parity Securities that pay dividends annually during the twelve month period
immediately preceding and including such Distribution Date, either in full or
at a percentage of a dividend rate stated thereon, as set forth in paragraph 8
of the Guarantor Certificate delivered as of such Distribution Date, then
Distributions will be deemed declared in full at the Distribution Rate or pro
rata in accordance with Section 5.02(i) hereof, as the case may be, on such
Distribution Date for the purposes of Section 5.01(i) hereof and for the three
consecutive Distribution Dates thereafter.

         (f) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and (ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
the Parity Securities that pay dividends semi-annually during the six month
period immediately preceding and including such Distribution Date, either in
full or at a percentage of a dividend rate stated thereon, as set forth in
paragraph 9 of the Guarantor Certificate delivered as of such Distribution
Date, then Distributions will be deemed declared in full at the Distribution
Rate or pro rata in accordance with Section 5.02(i) hereof, as the case may be,
on such Distribution Date for the purposes of Section 5.01(i) hereof and for
the next consecutive Distribution Date thereafter.

         (g) If on any Distribution Date (i) the Issuer has not paid
Distributions in full at the Distribution Rate and (ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
the Parity Securities that pay dividends quarterly during the three month
period immediately preceding and including such Distribution Date, either in
full or at a percentage of a dividend rate stated thereon, as set forth in
paragraph 10 of the Guarantor Certificate delivered as of such Distribution
Date, then Distributions will be deemed declared in full at the Distribution
Rate or pro rata in accordance with


                                      17


Section 5.02(i) hereof, as the case may be, on such Distribution Date for the
purposes of Section 5.01(i) hereof.

         (h) The amount of Distributions declared or deemed declared for
purposes of Section 5.01(i) hereof on all the Trust Securities then outstanding
with respect to any Distribution Date shall be equal to the greater of (i) the
amount of Distributions declared on such Distribution Date by the Trust or (ii)
the amount of Distributions deemed declared on such Distribution Date pursuant
to subsection (a), (b), (c), (d), (e), (f) or (g) hereof.

         (i) In the event that Distributions are deemed declared on any
Distribution Date pursuant to this Section 5.02 pro rata with dividends and
other payments on the Parity Securities, such Distributions shall be deemed
declared in proportion that the aggregate amount available for payment of
dividends on the Trust Securities and the Parity Securities in the fiscal year
in which such Distribution Date falls bears to the aggregate full amount of
stated dividends on the Trust Securities and the Parity Securities payable in
such fiscal year. If Distributions are deemed declared on a pro rata basis, the
Guarantor will select, in its sole discretion, the date of the applicable
market exchange rate to make the calculations described above.

         Section 5.03. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands. This Guarantee creates
a guarantee of payment and not of collection.

         Section 5.04. Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

                  (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Issuer of any express or
         implied agreement, covenant, term or condition relating to the Trust
         Securities to be performed or observed by the Issuer;

                  (b) the extension of time for the payment by the Issuer of
         all or any portion of the Distributions, Redemption Price, liquidation
         preference or any other sums payable under the terms of the Trust
         Securities or the extension of time for the performance of any other
         obligation under, arising out of, or in connection with, the Trust
         Securities; provided, however, that nothing in this Guarantee shall
         affect or impair a valid extension;


                                      18


                  (c) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of the Trust Securities, or any action on the part of the Issuer
         granting indulgence or extension of any kind;

                  (d) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Issuer or any of the assets of the Issuer;

                  (e) any invalidity of, or defect or deficiency in, the Trust
         Securities;

                  (f) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                  (g) any other circumstance whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor,
         it being the intent of this Section 5.04 that the obligations of the
         Guarantor hereunder shall be absolute and unconditional under any and
         all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

         No setoff, counterclaim, reduction or diminution of any obligation, or
any defense of any kind or nature that the Guarantor has or may have against
any Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Guarantee; provided that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim.

         Section 5.05. Action Against Guarantor. The Guarantor waives any right
or remedy to require that any action be brought first against the Issuer or any
other person or entity before proceeding directly against the Guarantor.

         Section 5.06. Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Issuer with
respect to the Trust Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.04 hereof.

         Section 5.07. Taxes. All payments in respect of the Guarantee Payments
(including interest accrued thereon, if any) by the Guarantor shall be made


                                      19


without withholding or deduction for or on account of any Relevant Tax, unless
the withholding or deduction of such Relevant Tax is required by law. In that
event, the Guarantor shall pay, as further Guarantee Payments, such additional
amounts as may be necessary in order that the net amounts received by a Holder
(or a third party on its behalf) after such withholding or deduction will equal
the amount which would have been received in respect of the Guarantee Payments
(including interest accrued thereon, if any) in the absence of such withholding
or deduction ("Guarantee Additional Amounts"), except that no such Guarantee
Additional Amounts shall be payable to a Holder (or a third party on its
behalf) with respect to any Guarantee Payments (including interest accrued
thereon, if any) (i) to the extent that such Relevant Tax is imposed or levied
by virtue of such Holder (or the beneficial owner of Trust Securities to which
such Guarantee Payments relate) having some connection with the Relevant
Jurisdiction, other than being a Holder (or beneficial owner of Trust
Securities), (ii) to the extent that such the Relevant Tax is imposed or levied
by virtue of such Holder (or beneficial owner) not having made a declaration of
non-residence in, or other lack of connection with, the Relevant Jurisdiction
or any similar claim for exemption, if the Guarantor or its agent has provided
the beneficial owner of such Trust Securities or its nominee with at least 60
days' prior written notice of any opportunity to make such a declaration or
claim, or (iii) where such withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meeting of June 3, 2003 or any law implementing or complying with, or
introduced in order to conform to, or substantially similar to such Directive.

         Section 5.08. Article 6:251 of DCC. This Guarantee is a guarantee for
the benefit of each Holder from time to time of Trust Securities with respect
to each Trust Security held by such Holder. Upon transfer of any Trust
Securities to a third party, the previous Holder thereof shall no longer have
any rights hereunder with respect to such Trust Securities. The rights under
this Guarantee with respect to a Trust Security are not separately transferable
from such Trust Security. The Initial Holders, by their execution of this
Guarantee, hereby accept the rights under this Guarantee as initial purchasers
of the respective number of Trust Securities set forth next to their names in
Exhibit B attached hereto with the understanding that such rights shall be
transferred by operation of law to any subsequent Holder acquiring a Trust
Security from an Initial Holder or from a subsequent Holder. It is specifically
intended by the parties hereto that the rights under this Guarantee with
respect to a Trust Security shall be transferred by operation of law under
Article 6:251 of the Dutch Civil Code ("DCC") to a subsequent Holder of that
Trust Security.

         Section 5.09. Article 6:253 of DCC. It is hereby irrevocably agreed
and stipulated, for free ("om niet" in the sense of the article referred to),
by way of third party stipulation ("derdenbeding") in the meaning of Article
6:253 of DCC, for the benefit of each Holder (whether present or future) of a
Trust Security that,


                                      20


to the extent that any such Holder should not become entitled to the rights
under this Guarantee with respect to that Trust Security (whether by operation
of Article 6:251 of DCC as referred to in Section 5.08 hereof or otherwise),
such Holder shall become a beneficiary of the rights under (and accordingly a
party to) this Guarantee as set forth in Article 6:253 of DCC upon having
become a Holder of such Trust Security (unless such Holder has rejected such
stipulation without delay upon having become aware of it).

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

         Section 6.01. Limitation of Transactions. (a) The Guarantor, for so
long as any Trust Securities remain outstanding, shall not issue any preferred
securities, preferred or preference shares or any securities that qualify as
Tier 1 capital for the Guarantor ranking senior on liquidation to its
obligations under this Guarantee or give any guarantee in respect of any
preferred securities, preferred or preference shares or any securities that
qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries
if such guarantee would rank senior to this Guarantee, unless this Guarantee is
amended to give the Holders of the Trust Securities such rights and
entitlements as are contained in or attached to such other guarantee so that
this Guarantee ranks pari passu with such guarantee and pari passu with such
preferred securities, preferred or preference shares or any securities that
qualify as Tier 1 capital for the Guarantor.

         (b) The Guarantor shall pay all amounts required to be paid pursuant
to this Guarantee in respect of any Distributions on the Trust Securities
payable in respect of the most recent Distribution Period prior to any dividend
or other payment (except dividends in the form of the Ordinary Shares) upon the
Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor
and entitled to the benefits of a guarantee ranking junior to this Guarantee).

         (c) The Guarantor, for so long as any Trust Securities or Company
Preferred Securities remain outstanding, shall maintain, or shall cause the
Bank, AANAH or any one or more Qualified Subsidiaries or branches of the Bank
(each, a "Potential Securityholder") to maintain, 100% ownership of the Company
Common Securities and the Trust Common Securities. The Guarantor may transfer
and permit the transfer of the Company Common Securities from one Potential
Securityholder to another Potential Securityholder, provided that prior to such
transfer it has received an opinion of a nationally recognized law firm
experienced in such matters to the effect that (A) the Company will continue to
be treated as a partnership for United States federal income tax purposes and
such transfer will not cause the Company to be classified as an association or
publicly traded partnership taxable as a corporation for United States federal
income tax purposes, (B) such transfer will not cause the Company or the Trust
to


                                      21


be required to register under the 1940 Act and (C) such transfer will not
adversely affect the limited liability of the Holders of the Company Preferred
Securities.

         (d) The Guarantor for so long as any Trust Securities or Company
Preferred Securities remain outstanding, (i) shall cause the Trust to remain a
statutory trust and not to voluntarily dissolve, wind up, liquidate or be
terminated, except as permitted by the Trust Agreement, (ii) shall use its
commercially reasonable efforts to ensure that the Trust will not be classified
as other than a grantor trust for United States federal income tax purposes,
and (iii) shall cause the Company to remain a limited liability company, and
(iv) shall use its commercially reasonable efforts to ensure that the Company
will not be an association or a publicly traded partnership taxable as a
corporation for United States federal income tax purposes.

         (e) The Guarantor, for so long as any of the Trust Securities are
outstanding, shall not permit, or take any action to cause, the dissolution,
liquidation, termination or winding up of the Trust, unless a Trust Special
Redemption Event occurs or the Guarantor is itself in liquidation and the
approval of the Dutch Central Bank, if then required, to such action has been
received.

         (f) If the Company Preferred Securities are distributed to Holders of
Trust Preferred Securities in connection with the involuntary or voluntary
dissolution, winding-up or liquidation of the Trust, the Guarantor shall use
its commercially reasonable best efforts to cause the Company Preferred
Securities to be listed on the New York Stock Exchange, Euronext or on such
other national securities exchange or similar organization as the Trust
Preferred Securities are then listed or quoted on.

         Section 6.02. Ranking. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right
of payment to indebtedness of the Guarantor (other than any guarantee or
contractual right expressed to rank pari passu with or junior to this
Guarantee), (ii) pari passu with the Guarantor's obligations under the Parity
Guarantees, including, without limitation, (A) the Trust Securities Guarantee
Agreement dated as of August 17, 1998, among the Guarantor, the Initial Holders
(as defined therein) of the 7 1/2% Noncumulative Guaranteed Trust Preferred
Securities and the 7 1/2% Trust Common Securities of ABN AMRO Capital Funding
Trust I, and The Bank of New York, as guarantee trustee, (B) the Class B
Preferred Securities Guarantee Agreement dated as of August 17, 1998 among the
Guarantor, ABN AMRO Capital Funding Trust I, as initial holder of the 7 1/2%
Noncumulative Guaranteed Class B Preferred Securities of ABN AMRO Capital
Funding LLC I, and The Bank of New York, as guarantee trustee, (C) the
Contingent Guarantee Agreement dated as of August 17, 1998 among the Guarantor,
ABN AMRO Capital Funding LLC I and The Bank of New York, as guarantee trustee,
(D) the Trust Securities Guarantee Agreement dated as of April 1, 1999, among
the Guarantor, the Initial Holders (as defined therein) of the 7 1/8%
Noncumulative Guaranteed Trust Preferred Securities and the 7 1/8% Trust Common
Securities of


                                      22


ABN AMRO Capital Funding Trust II, and The Bank of New York, as guarantee
trustee, (E) the Class B Preferred Securities Guarantee Agreement dated as of
April 1, 1999 among the Guarantor, ABN AMRO Capital Funding Trust II, as
initial holder of the 7 1/8% Noncumulative Guaranteed Class B Preferred
Securities of ABN AMRO Capital Funding LLC II, and The Bank of New York, as
guarantee trustee, (F) the Contingent Guarantee Agreement dated as of April 1,
1999 among the Guarantor, ABN AMRO Capital Funding LLC II and The Bank of New
York, as guarantee trustee, (G) the Trust Securities Guarantee Agreement dated
as of July 3, 2003, among the Guarantor, the Initial Holders (as defined
therein) of the 5.90% Non-cumulative Guaranteed Trust Preferred Securities and
the 5.90% Trust Common Securities of ABN AMRO Capital Funding Trust V, and BNY
Midwest Trust Company, as guarantee trustee, (H) the Company Preferred
Securities Guarantee Agreement dated as of July 3, 2003 among the Guarantor,
BNY Midwest Trust Company, in its capacity as property trustee pursuant to the
Trust Agreement (as defined therein), as initial holder of the 5.90%
Non-cumulative Guaranteed LLC Preferred Securities of ABN AMRO Capital Funding
LLC V, and BNY Midwest Trust Company, as guarantee trustee, and (I) the
Contingent Guarantee Agreement dated as of July 3, 2003 among the Guarantor,
ABN AMRO Capital Funding LLC V and BNY Midwest Trust Company, as guarantee
trustee, and (iii) senior to the Ordinary Shares. Any guarantee given hereafter
by the Guarantor with respect to preferred securities issued by a subsidiary of
the Guarantor and treated as Tier 1 regulatory capital by the Guarantor that is
silent as to seniority will rank pari passu with this Guarantee.

                                   ARTICLE 7
                                  TERMINATION

         Section 7.01. Termination. This Guarantee shall terminate upon, and be
of no further force and effect from the earlier of (i) full payment of the
Redemption Price of all Trust Securities or purchase and cancellation of all
Trust Securities, (ii) upon the distribution of the Company Preferred
Securities to the Holders of all of the Trust Securities or (iii) upon full
payment of the $25.00 liquidation amount, plus any accumulated and unpaid
Distributions thereon, plus Additional Amounts thereon, if any, as payable upon
liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder of Trust Securities must restore payment of any sums paid under
the Trust Securities or under this Guarantee for any reason whatsoever.


                                      23


                                   ARTICLE 8
                                INDEMNIFICATION

         Section 8.01. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, expense, liability, damage or claim incurred by
reason of any act performed or omitted by such Indemnified Person in good faith
in accordance with this Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Guarantee or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's gross negligence or willful misconduct with respect
to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in conclusively
relying in good faith upon the records of the Guarantor and upon such
information, opinions, reports or statements presented to the Guarantor by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Trust Securities might
properly be paid.

         Section 8.02. Indemnification. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any and all loss, liability, damage, claim or expense (including taxes other
than taxes based on the income of any such Indemnified Person) incurred without
gross negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against, or investigating, any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.02 shall
survive the termination of this Guarantee or the earlier resignation or removal
of the Guarantee Trustee.

                                   ARTICLE 9
                                 MISCELLANEOUS

         Section 9.01. Successors and Assigns. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders of the Trust Securities then outstanding.

         Section 9.02. Amendments. Except for those changes (i) required under
Section 6.01(a) above or (ii) provided for in the two penultimate sentences of
this paragraph, this


                                      24


Guarantee may be modified by the Guarantor and the Guarantee Trustee only with
the prior approval of the Holders of not less than 66-2/3% in liquidation
amount of the Trust Securities (excluding any Trust Securities held by the
Guarantor or any of its Affiliates, other than Trust Securities purchased or
acquired by the Guarantor or its Affiliates in connection with transactions
effected by or for the account of customers of the Guarantor or any of its
Affiliates in connection with the distribution or trading of or market-making
in connection with such securities and except that persons (other than
Affiliates of the Guarantor) to whom the Guarantor or any of its Affiliates
have pledged Trust Securities may vote or convert with respect to such pledged
securities pursuant to the terms of such pledge). This Guarantee may be amended
without the consent of the Holders of the Trust Securities to (i) cure any
ambiguity, (ii) correct or supplement any provision in this Guarantee that may
be defective or inconsistent with any other provision of this Guarantee, (iii)
add to the covenants, restrictions or obligations of the Guarantor, (iv)
conform to any change in the 1940 Act, the Trust Indenture Act or the rules or
regulations of either such Act and (v) modify, eliminate and add to any
provision of this Guarantee to such extent as may be necessary or desirable;
provided that no such amendment shall have a material adverse effect on the
rights, preferences or privileges of the Holders of the Trust Securities.
Sections 5.01, 5.02, 5.07 and the form of Exhibit A hereto may not be amended
without the prior approval of the Holders of 100% in liquidation amount of the
Trust Securities. The provisions of Section 13.02 of the Trust Agreement with
respect to meetings of Holders of the Trust Securities apply to the giving of
such approval. Any amendment hereof in accordance with this Section 9.02 shall
be binding on all the Holders.

         Section 9.03. Judgment Currency Indemnity. (a) If, for the purposes of
obtaining judgment in any court, it is necessary to convert an amount due from
the Guarantor under any provision of this Guarantee to a currency other than
U.S. Dollars, the parties agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Guarantee Trustee could purchase
such other currency with U.S. Dollars at its New York office on the second
Business Day preceding the day on which final judgment is given.

         (b) The obligations of the Guarantor in respect of any amount due to
the Guarantee Trustee or any Holders under this Agreement shall,
notwithstanding any judgment in a currency other than U.S. Dollars, be
discharged only to the extent that on the Business Day following receipt by the
Guarantee Trustee or such Holders, as the case may be, of any amount adjudged
to be so due in such other currency the Guarantee Trustee or such Holders, as
the case may be, may in accordance with normal banking procedures purchase U.S.
Dollars with such other currency.

         (c) If the amount of U.S. Dollars so purchased is less than the amount
originally due to the Guarantee Trustee or such Holders, as the case may be, in
U.S. Dollars, the Guarantor agrees, to the fullest extent that it may
effectively do


                                      25


so, as a separate obligation and notwithstanding any such judgment, to
indemnify the Guarantee Trustee or such Holders, as the case may be, against
such loss.

         (d) If the amount of Dollars so purchased exceeds the amount
originally due to the Guarantee Trustee or such Holders, as the case may be, in
U.S. Dollars, agree to remit any remaining amount to the Guarantor.

         Section 9.04. Assignment of the Guarantor. The Guarantor will not
assign its obligations under the Guarantee, except in the case of a merger,
consolidation or a sale of substantially all of its assets, where the Guarantor
is not the surviving entity.

         Section 9.05. Notices. All notices provided for in this Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

                  (a) If given to the Guarantee Trustee, at the Guarantee
         Trustee's mailing address set forth below:

                           BNY Midwest Trust Company
                           2 North LaSalle Street
                           Suite 1020
                           Chicago, Illinois 60602
                           Facsimile:  (312) 827-8542
                           Attention:  Corporate Finance Group

                  (b) If given to the Guarantor, at the Guarantor's mailing
         address set forth below (or such other address as the Guarantor may
         give notice of to the Holders of the Trust Securities):

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

                  (c) If given to any Holder of Trust Securities, at the
         address set forth on the books and records of the Issuer.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.


                                      26


         Section 9.06. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE NETHERLANDS,
EXCEPT THAT ARTICLES 2, 3 AND 4, AND THE DEFINITIONS OF TERMS AS USED THEREIN,
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         Section 9.07. Jurisdiction. Any claim or proceeding brought by the
Guarantee Trustee on behalf of Holders or a Holder to enforce the obligations
of the Guarantor hereunder shall be brought in a court of competent
jurisdiction in Amsterdam, The Netherlands. Any claim or proceeding relating to
the application of Articles 2, 3 and 4, and the definitions of terms as used
therein, including, without limitation, any claims, counter-claims and
cross-claims asserted against the Guarantee Trustee in connection therewith,
shall be brought in a court of competent jurisdiction in the State of New York.





                                      27



         THIS GUARANTEE is executed as of the day and year first above written.


                                                    ABN AMRO HOLDING N.V.,
                                                         as Guarantor

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


                                                    By: ------------------------

                                                        Name:
                                                        Title:



BNY MIDWEST TRUST COMPANY,
     as Guarantee Trustee

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


ABN AMRO NORTH AMERICA HOLDING COMPANY
     as Holder of the Trust Common
     Securities

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






ABN AMRO INCORPORATED
ABN AMRO FINANCIAL SERVICES, INC.


Acting severally on behalf of themselves and
     the several Initial Holders named in the
     Exhibit B hereto.


By:  ABN AMRO Incorporated


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






                                                                       EXHIBIT A


                             ABN AMRO HOLDING N.V.

                             OFFICERS' CERTIFICATE

         [March 31], [June 30], [September 30], [December 31],(1) __________

         The undersigned, [name of Authorized Officer], [title of Authorized
Officer], and [name of Authorized Officer], [title of Authorized Officer], of
ABN AMRO Holding N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "Company"), pursuant to Section 5.02 of the
Guarantee Agreement dated as of September 30, 2003 (the "Guarantee"), executed
and delivered by the Company, as guarantor, ABN AMRO North America Holding
Company, ABN AMRO Incorporated and ABN AMRO Financial Services, Inc., on behalf
of themselves and the other underwriters listed on Exhibit B thereof, and BNY
Midwest Trust Company, as guarantee trustee, for the benefit of the holders
from time to time of the 6.25% Non-cumulative Guaranteed Trust Preferred
Securities (the "Trust Preferred Securities") and the 6.25% Trust Common
Securities (the "Trust Common Securities" and together with the Trust Preferred
Securities, the "Trust Securities") of ABN AMRO Capital Funding Trust VI, do
hereby certify as of the date hereof on behalf of the Company as follows
(capitalized terms used herein without definitions have the meanings assigned
to them in the Guarantee):

         1. We have read and are familiar with the provisions of the Guarantee
(including, without limitation, Section 5.02 thereof) and all definitions
therein.

         2. We have reviewed all corporate documents necessary to state the
facts contained herein and are duly authorized to certify to those facts.

         3. In our opinion, we have made such examination or investigation as
is necessary to enable us to express an informed opinion as to the facts
certified herein.

         4. [Neither][Either]1 the Company [nor][or]1 any of its subsidiaries
(A) has declared or made a dividend or other payment on its Ordinary Shares
that pay dividends annually or (B) has redeemed, repurchased or otherwise
acquired (other than (I) in connection with transactions effected by or for the
account of customers of the Guarantor or any of its subsidiaries or in
connection with the distribution, trading or market-making in respect of such
securities, (II) in connection with the satisfaction by the Guarantor or any of
its subsidiaries of its obligations under any employee benefit plans or similar
arrangements with or for the benefit of employees, officers, directors or
consultants, (III) as a result of a

- -------------------------
     1 Delete, if not applicable.


                                      A-1



reclassification of the capital stock of the Guarantor or any of its
subsidiaries or the exchange or conversion of one class or series of such
capital stock for another class or series of such capital stock or (IV) the
purchase of fractional interests in shares of the capital stock of the
Guarantor or any of its subsidiaries pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged)
for any consideration (and moneys [have][have not]3 been paid to or made
available for a sinking fund or for redemption of any such shares) any Ordinary
Shares or any Parity Securities during the twelve month period immediately
preceding and including the date hereof.

         5. [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Ordinary Shares that pay dividends semi-annually, if any, during the six month
period immediately preceding and including the date hereof.

         6. [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Ordinary Shares that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

         7. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends annually, if any, during the twelve month
period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends annually, if any, was declared or made [in full](2) [at __%
of the stated dividend rate for such Parity Securities].(3)

         8. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of its
Parity Securities that pay dividends semi-annually, if any, during the six
month period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends semi-annually, if any, was declared or made [in full](4) [at
__% of the stated dividend rate for such Parity Securities].(5)

- -------------------------
         2 Delete, if not applicable.

         3 To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends annually.

         4 Delete, if not applicable.

         5 To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends semiannually.


                                      A-2



         9. (a)[Neither][Either](6) the Company [nor][or](5) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends quarterly, if any, was declared or made [in full](5) [at __%
of the stated dividend rate for such Parity Securities.](5)


         IN WITNESS WHEREOF, the undersigned have duly executed as of the date
first set forth above.

                                                    ABN AMRO HOLDING N.V.

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


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



- -------------------------
         6 Delete, if not applicable.


                                      A-3



                                                                       EXHIBIT B

                                INITIAL HOLDERS


- --------------------------------------------------------------------------------
                                                                Number of Trust
                                                                   Preferred
Name of Underwriter                                                Securities
- --------------------------------------------------------------------------------
ABN AMRO Incorporated                                               2,000,000
- --------------------------------------------------------------------------------
ABN AMRO Financial Services, Inc.                                   4,809,000
- --------------------------------------------------------------------------------
Banc of America Securities LLC                                        238,200
- --------------------------------------------------------------------------------
Charles Schwab & Co., Inc.                                            238,200
- --------------------------------------------------------------------------------
Raymond James & Associates, Inc.                                      238,200
- --------------------------------------------------------------------------------
U.S. Bancorp Piper Jaffray Inc.                                       238,200
- --------------------------------------------------------------------------------
Wells Fargo Securities, LLC                                           238,200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total                                                               8,000,000
- --------------------------------------------------------------------------------




                                      B-1

EX-4.4

                                                                     EXHIBIT 4.4









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


                COMPANY PREFERRED SECURITIES GUARANTEE AGREEMENT

                        ABN AMRO CAPITAL FUNDING LLC VI

                         Dated as of September 30, 2003


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






                               TABLE OF CONTENTS

                            ------------------------

                                                                            PAGE
                                                                            ----

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Section 1.01.  Definitions and Interpretation..................................1

                                   ARTICLE 2
                              TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application................................6
Section 2.02.  Lists of Holders of Securities..................................6
Section 2.03.  Reports by the Guarantee Trustee................................6
Section 2.04.  Periodic Reports to Guarantee Trustee...........................7
Section 2.05.  Evidence of Compliance with Conditions Precedent................7
Section 2.06.  Events of Default; Waiver.......................................7
Section 2.07.  Event of Default; Notice........................................8
Section 2.08.  Rights of Holders...............................................8
Section 2.09.  Conflicting Interests...........................................8
Section 2.10.  Guarantee Trustee May File Proofs Of Claims.....................9

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 3.01.  Powers, Duties and Rights of Guarantee Trustee..................9
Section 3.02.  Certain Rights of Guarantee Trustee............................11
Section 3.03.  Not Responsible for Recitals or Issuance of Guarantee..........13

                                   ARTICLE 4
                               GUARANTEE TRUSTEE

Section 4.01.  Guarantee Trustee; Eligibility.................................13
Section 4.02.  Appointment, Removal and Resignation of  Guarantee Trustee.....13

                                   ARTICLE 5
                                   GUARANTEE

Section 5.01.  Guarantee......................................................14
Section 5.02.  Delivery of Guarantor Certificate; Dividends Deemed Declared...15
Section 5.03.  Waiver of Notice and Demand....................................17
Section 5.04.  Obligations Not Affected.......................................17
Section 5.05.  Action Against Guarantor.......................................18
Section 5.06.  Independent Obligations........................................18
Section 5.07.  Taxes..........................................................19





Section 5.08.  Article 6:251 of DCC...........................................19
Section 5.09.  Article 6:253 of DCC...........................................20

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

Section 6.01.  Limitation of Transactions.....................................20
Section 6.02.  Ranking........................................................21

                                   ARTICLE 7
                                  TERMINATION

Section 7.01.  Termination....................................................22

                                   ARTICLE 8
                                INDEMNIFICATION

Section 8.01.  Exculpation....................................................23
Section 8.02.  Indemnification................................................23

                                   ARTICLE 9
                                 MISCELLANEOUS

Section 9.01.  Successors and Assigns.........................................23
Section 9.02.  Amendments.....................................................23
Section 9.03.  Judgment Currency Indemnity....................................24
Section 9.04.  Assignment of the Guarantor....................................25
Section 9.05.  Notices........................................................25
Section 9.06.  Governing Law..................................................26
Section 9.07.  Jurisdiction...................................................26

EXHIBIT A        Guarantor's Officers' Certificate...........................A-1


                                      ii



                           CROSS-REFERENCE TABLE(1)

                       Section of Trust Indenture Act
                             of 1939, as amended            Section of Guarantee
310(a)...................................................          4.01(a)
310(b)...................................................       2.09, 4.01(c)
310(c)...................................................       Inapplicable
311(a)...................................................          2.02(b)
311(b)...................................................          2.02(b)
311(c)...................................................       Inapplicable
312(a)...................................................          2.02(a)
312(b)...................................................          2.02(b)
313......................................................           2.03
314(a)...................................................           2.04
314(b)...................................................       Inapplicable
314(c)...................................................           2.05
314(d)...................................................       Inapplicable
314(f)...................................................       Inapplicable
315(a)...................................................     3.01(c), 3.01(d)
315(b)...................................................           2.07
315(c)...................................................          3.01(c)
315(d)...................................................          3.01(d)
316(a)...................................................           2.08

- --------------------
         1 This Cross-Reference Table does not constitute part of the Guarantee
and shall not affect the interpretation of any of its terms or provisions.


                                      iii



         This COMPANY PREFERRED SECURITIES GUARANTEE AGREEMENT (the
"Guarantee") dated as of September 30, 2003, is executed and delivered by ABN
AMRO HOLDING N.V., a public limited liability company incorporated under the
laws of The Netherlands (the "Guarantor"), BNY MIDWEST TRUST COMPANY, an
Illinois trust company (the "Initial Holder"), in its capacity as property
trustee pursuant to the Trust Agreement (as defined below) and BNY MIDWEST
TRUST COMPANY, an Illinois trust company, as trustee (the "Guarantee Trustee"),
for the benefit of the Initial Holder and any subsequent holders from time to
time of the Company Preferred Securities (as defined herein) of ABN AMRO
Capital Funding LLC VI, a Delaware limited liability company (the "Issuer" or
the "Company").

         WHEREAS, pursuant to an amended and restated limited liability company
agreement (the "LLC Agreement"), dated as of September 30, 2003, among ABN AMRO
North America Holding Company ("AANAH"), ABN AMRO Capital Funding Trust VI (the
"Trust") and BNY Midwest Trust Company, as manager trustee, the Issuer is
issuing on the date hereof 8,000,040 Non-cumulative Guaranteed Preferred
Securities, having an aggregate liquidation amount of $200,001,000, designated
the 6.25% Non-cumulative Guaranteed LLC Preferred Securities, and may issue up
to an additional 1,200,000 such securities pursuant to an over-allotment option
(the "Company Preferred Securities"); and

         WHEREAS, as incentive for the Initial Holder to purchase the Company
Preferred Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth herein, to pay to the Initial Holder and any
subsequent Holders from time to time of the Company Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by the Initial Holder
and any subsequent Holder from time to time of Company Preferred Securities,
which purchase the Guarantor hereby agrees shall benefit the Guarantor, the
Guarantor executes and delivers this Guarantee for the benefit of the Initial
Holder and any subsequent Holders from time to time of the Company Preferred
Securities.

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

         Section 1.01. Definitions and Interpretation. In this Guarantee,
unless the context otherwise requires:

         (a) capitalized terms used in this Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;





         (b) a term defined anywhere in this Guarantee has the same meaning
throughout;

         (c) all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

         (d) all references in this Guarantee to Articles and Sections are to
Articles and Sections of this Guarantee, unless otherwise specified; and

         (e) a reference to the singular includes the plural and vice versa.

         "Additional Amounts" means an amount paid as further Dividends in
order that the net amounts received by the Holders of the Company Preferred
Securities after withholding or deduction of any Relevant Tax required by law
equal the amount which would have been received in respect of the Company
Preferred Securities in the absence of such withholding or deduction, except
that no Additional Amounts are payable to a Holder of Company Preferred
Securities (or to a third party on the Holder's behalf) with respect to any
Company Preferred Securities (i) to the extent that such Relevant Tax is
imposed or levied by virtue of such Holder (or the beneficial owner of such
Company Preferred Securities) having some connection with the Relevant
Jurisdiction, other than being a Holder (or beneficial owner) of such Company
Preferred Securities, (ii) to the extent that such Tax is imposed or levied by
virtue of such Holder (or beneficial owner) not having made a declaration of
non-residence in, or other lack of connection with, the Relevant Jurisdiction
or any similar claim for exemption, if the Guarantor or its agent has provided
the beneficial owner of such Company Preferred Security or its nominee with at
least 60 days' prior written notice of an opportunity to make such a
declaration or claim, or (iii) where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of June 3, 2003 or any law
implementing or complying with, or introduced in order to conform to, or
substantially similar to such Directive.

         "Administrative Action" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory
procedure, notice or announcement (including any notice or announcement of
intent to adopt such procedures or regulations).

         "Affiliate" means, with respect to any specified person, any other
person that directly or indirectly controls or is controlled by, or is under
common control with, such specified person.

         "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.


                                       2



         "Bank" means ABN AMRO Bank N.V., a public limited liability company
incorporated under the laws of The Netherlands.

         "Company Common Securities" means the voting common securities
representing ownership interests in the Company.

         "Contingent Guarantee" means the contingent guarantee agreement among
the Guarantor, the Company and BNY Midwest Trust Company (as Guarantee Trustee)
relating to the Company Preferred Securities dated September 30, 2003.

         "Corporate Trust Office" means the principal trust office of the
Guarantee Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate
Finance Group.

         "Covered Person" means any Holder or beneficial owner of Company
Preferred Securities.

         "Dividends" means cash income distributions with respect to the
Company Preferred Securities.

         "Dividend Date" means the last day of each of March, June, September
and December of each year.

         "Dividend Rate" means 6.25% per annum.

         "Dividend Period" means each period beginning on the date of original
issuance of the Company Preferred Securities or on a Dividend Date and ending
on the day that precedes the next succeeding Dividend Date.

         "Euronext" means the Official Segment of Euronext Amsterdam N.V.'s
Stock Market.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee.

         "Guarantee Trustee" means BNY Midwest Trust Company, an Illinois trust
company, until a Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Guarantee by executing
a counterpart hereof and becoming a party hereto and thereafter means each such
Successor Guarantee Trustee.

         "Holder" shall mean the Initial Holder or any subsequent holder, as
registered on the books and records of the Issuer, of any Company Preferred
Securities; provided, however, that, in determining whether the holders of the
requisite percentage of Company Preferred Securities have given any request,


                                       3



notice, consent or waiver hereunder, "Holder" shall not include the Guarantor
or any Affiliate of the Guarantor (other than the Trust).

         "Indemnified Person" means the Guarantee Trustee, the Initial Holder,
any Affiliate of the Guarantee Trustee, or any officer, director, shareholder,
member, partner, employee, representative, nominee, custodian or agent of the
Guarantee Trustee.

         "Initial Intercompany Security" means the 6.375% Intercompany Security
issued by the Bank.

         "Intercompany Securities" means the Initial Intercompany Security and,
upon maturity or redemption thereof, any successor intercompany securities that
will constitute the assets of the Company.

         "Majority in liquidation amount of the Company Preferred Securities"
means, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Company Preferred Securities, voting separately as a class, of more than 50% of
the liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Dividends to the
date upon which the voting percentages are determined) of all Company Preferred
Securities.

         "1940 Act" means the U.S. Investment Company Act of 1940, as amended
from time to time, or any successor legislation.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person.

         "Ordinary Shares" means the ordinary shares of the Guarantor, any
other shares of the Guarantor's capital stock ranking junior to the Parity
Preferred Shares, if any, and any guarantees of the Guarantor ranking junior to
the Parity Guarantees and this Guarantee.

         "Parity Guarantee" means any guarantee issued by the Guarantor of any
preferred securities, preferred or preference shares or any other securities
that qualify as Tier 1 capital of the Guarantor issued by any subsidiary of the
Guarantor, if such guarantee ranks pari passu with the Guarantor's obligations
under this Guarantee.

         "Parity Preferred Shares" means the most senior ranking preferred or
preference shares or other securities that qualify as Tier 1 capital issued by
the Guarantor.

         "Parity Securities" means, collectively, the Parity Guarantees, the
Parity Preferred Shares and the Parity Subsidiary Securities.


                                       4



         "Parity Subsidiary Securities" means any securities issued by a
subsidiary of the Guarantor guaranteed by the Guarantor under a Parity
Guarantee.

         "Perpetual Non-Cumulative Capital Securities" means the perpetual
non-cumulative capital securities into which the Trust Preferred Securities
shall be exchanged upon the occurrence of a "Regulatory Event" as described in
the Prospectus Supplement dated September 25, 2003.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Qualified Subsidiaries" means one or more subsidiaries of the
Guarantor, the Bank or AANAH which are deemed to be a "company controlled by
the parent company" under Rule 3a-5, as amended, of the 1940 Act.

         "Relevant Jurisdiction" means The Netherlands and, during any period
any Intercompany Security other than the Initial Intercompany Security is
outstanding, the jurisdiction of residence of any obligor on any such
Intercompany Security.

         "Relevant Tax" means any present or future taxes, duties, assessments
or governmental charges of whatever nature, imposed or levied by or on behalf
of any Relevant Jurisdiction or any authority therein or thereof having power
to tax.

         "Responsible Officer" means, with respect to the Guarantee Trustee,
any officer within the Corporate Trust Office of the Guarantee Trustee,
including any vice president, any assistant vice president, any secretary, any
assistant secretary, the treasurer, any assistant treasurer or other officer of
the Guarantee Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.01.

         "Trust" means ABN AMRO Capital Funding Trust VI.

         "Trust Agreement" means the amended and restated trust agreement dated
as of September 30, 2003, among the trustees of the Trust named therein, the
sponsor of the Trust named therein, the Guarantor and the holders from time to
time of undivided beneficial interests in the assets of the Trust, as amended
from time to time.


                                       5



         "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended.

         "Trust Common Securities" means the 6.25% Common Securities issued by
the Trust.

         "Trust Preferred Securities" means the 6.25% Non-cumulative Guaranteed
Trust Preferred Securities issued by the Trust.

         "Trust Securities" means the Trust Preferred Securities and the Trust
Common Securities.

                                   ARTICLE 2
                              TRUST INDENTURE ACT

         Section 2.01. Trust Indenture Act; Application. (a) This Guarantee is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Guarantee and shall, to the extent applicable, be governed by such
provisions. A term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee, unless otherwise defined in this Guarantee or unless
the context otherwise requires.

         (b) If and to the extent that any provision of this Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         Section 2.02. Lists of Holders of Securities. (a) The Guarantee
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of
Company Preferred Securities. If the Guarantee Trustee is not the Registrar,
the Guarantor shall furnish to the Guarantee Trustee quarterly on or before the
last day of March, June, September, and December in each year, and at such
other times as the Guarantee Trustee may request in writing, a list, in such
form and as of such date as the Guarantee Trustee may reasonably require,
containing all the information in the possession or control of the Registrar,
the Guarantor or any of its paying agents other than the Guarantee Trustee as
to the names and addresses of Holders of Company Preferred Securities.

         (b) The Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         Section 2.03. Reports by the Guarantee Trustee. Within 60 days after
May 15 of each year, the Guarantee Trustee shall provide to the Holders of the
Company Preferred Securities (and, for so long as the Trust is the Holder of
the Company Preferred Securities, also to the Holders of the Trust Preferred
Securities) such reports as are required by Section 313 of the Trust Indenture
Act,


                                       6



if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

         Section 2.04. Periodic Reports to Guarantee Trustee. The Guarantor
shall provide to the Guarantee Trustee such documents, reports and information
as required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act. Delivery of such
reports, information and documents to the Guarantee Trustee is for
informational purposes only, and the Guarantee Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Guarantor's
compliance with any of its covenants hereunder (as to which the Guarantee
Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 2.05. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314 (c) (1) may be given in the form of an Officers' Certificate and
shall include:

         (a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definition relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

         (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer 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, in the opinion of each such officer,
such condition or covenant has been complied with.

         Section 2.06. Events of Default; Waiver. The Holders of a Majority in
liquidation amount of the Company Preferred Securities may, by vote, on behalf
of the Holders of all of the Company Preferred Securities, waive any past Event
of Default and its consequences except an Event of Default in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of each Holder of Company Preferred Securities (and, for so long as the
Trust is the Holder of the Company Preferred Securities, also of each Holder of
the Trust Securities). Upon such waiver, any such Event of Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Guarantee, but no such waiver shall
extend to any


                                       7



subsequent or other default or Event of Default or impair any right consequent
thereon.

         Section 2.07. Event of Default; Notice. (a) The Guarantee Trustee
shall, within 90 days after the occurrence of an Event of Default, transmit by
mail, first class postage prepaid, to the Holders of the Company Preferred
Securities (and, for so long as the Trust is the Holder of the Company
Preferred Securities, also to the Holders of the Trust Securities) notices of
all Events of Default actually known to a Responsible Officer of the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, the Guarantee Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Company Preferred Securities.

         (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer of the Guarantee Trustee shall
have received written notice, or a Responsible Officer of the Guarantee Trustee
charged with the administration of the Guarantee shall have obtained actual
knowledge, of such Event of Default.

         Section 2.08. Rights of Holders. (a) The Holders of a Majority in
liquidation amount of the Company Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee or exercising
any trust or power conferred upon the Guarantee Trustee under this Guarantee.

         (b) If the Guarantee Trustee fails to enforce its rights under the
Guarantee after a Holder of Company Preferred Securities has made a written
request, such Holder of Company Preferred Securities may institute a legal
proceeding directly against the Guarantor to enforce the Guarantee Trustee's
rights under Article 5 of this Guarantee, without first instituting a legal
proceeding against the Issuer, the Guarantee Trustee or any other person or
entity. Notwithstanding the foregoing, if the Guarantor has failed to make a
Guarantee Payment, a Holder of Company Preferred Securities may directly
institute a proceeding in such Holder's own name against the Guarantor for
enforcement of Article 5 of this Guarantee for such payment.

         (c) For so long as the Trust is the Holder of Company Preferred
Securities, and any Trust Preferred Securities remain outstanding, a Holder of
Trust Preferred Securities may exercise directly any right or power of a Holder
of Company Preferred Securities under this Section 2.08.

         Section 2.09. Conflicting Interests. The LLC Agreement shall be deemed
to be specifically described in this Guarantee for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.


                                       8



         Section 2.10. Guarantee Trustee May File Proofs Of Claims. Upon the
occurrence of an Event of Default, the Guarantee Trustee is hereby authorized
to (a) recover judgment, in its own name and as a trustee of an express trust,
against the Guarantor for the whole amount of any Guarantee Payments remaining
unpaid and (b) file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have its claims and those of the Holders
of the Company Preferred Securities allowed in any judicial proceeding relative
to the Guarantor, its creditors or its property.

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

         Section 3.01. Powers, Duties and Rights of Guarantee Trustee. (a) This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
of the Company Preferred Securities, and the Guarantee Trustee shall not
transfer this Guarantee to any Person except a Holder of Company Preferred
Securities exercising his or her rights pursuant to Section 2.08(b) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee
of its appointment to act as Successor Guarantee Trustee. The right, title and
interest of the Guarantee Trustee shall automatically vest in any Successor
Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Guarantee Trustee.

         (b) If an Event of Default actually known to a Responsible Officer of
the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
shall enforce this Guarantee for the benefit of the Holders of the Company
Preferred Securities.

         (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing or waiver of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee, and no implied covenants shall be read into this
Guarantee against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06 and is
actually known to a Responsible Officer of the Guarantee Trustee), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

         (d) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act, or its own willful misconduct, except that:


                                       9



                  (i) Prior to the occurrence of any Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                           (A) the duties and obligations of the Guarantee
                  Trustee shall be determined solely by the express provisions
                  of this Guarantee, and the Guarantee Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Guarantee,
                  and no implied covenants or obligations shall be read into
                  this Guarantee against the Guarantee Trustee; and

                           (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness
                  of the opinions expressed therein, upon any certificates or
                  opinions furnished to the Guarantee Trustee and conforming to
                  the requirements of this Guarantee; but in the case of any
                  such certificates or opinions that by any provision hereof
                  are specifically required to be furnished to the Guarantee
                  Trustee, the Guarantee Trustee shall be under a duty to
                  examine the same to determine whether or not they conform to
                  the requirements of this Guarantee (but need not confirm or
                  investigate the accuracy of any mathematical calculations or
                  other facts stated therein);

                  (ii) The Guarantee Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer of the
         Guarantee Trustee, unless it shall be proved that the Guarantee
         Trustee was grossly negligent in ascertaining the pertinent facts upon
         which such judgment was made;

                  (iii) The Guarantee 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 a Majority in
         liquidation amount of the Company Preferred Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Guarantee Trustee, or the exercise of any trust or
         power conferred upon the Guarantee Trustee under this Guarantee; and

                  (iv) No provision of this Guarantee shall require the
         Guarantee 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 the Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability, or indemnity, satisfactory to the
         Guarantee Trustee, against such expense, risk or liability, is not
         assured to it under the terms of this Guarantee.


                                      10



         Section 3.02. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.01:

                  (i) The Guarantee Trustee may conclusively rely, and shall be
         fully protected in acting or refraining from acting upon, any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document (whether in
         its original or facsimile form) believed by it to be genuine and to
         have been signed, sent or presented by the proper party or parties.

                  (ii) Any direction or act of the Guarantor contemplated by
         this Guarantee shall be sufficiently evidenced by an Officers'
         Certificate.

                  (iii) Whenever, in the administration of this Guarantee, the
         Guarantee Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Guarantee Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         conclusively rely upon an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Guarantor.

                  (iv) The Guarantee Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (or any
         rerecording, refiling or registration thereof).

                  (v) The Guarantee Trustee may, at the expense of the
         Guarantor, consult with counsel of its selection, and the advice or
         opinion of such counsel with respect to legal matters shall be full
         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         accordance with such advice or opinion. Such counsel may be counsel to
         the Guarantor or any of its Affiliates and may include any of its
         employees. The Guarantee Trustee shall have the right at any time to
         seek instructions concerning the administration of this Guarantee from
         any court of competent jurisdiction.

                  (vi) The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee at
         the request or direction of any Holder, unless such Holder shall have
         provided to the Guarantee Trustee such security and indemnity,
         satisfactory to the Guarantee Trustee, against the costs, expenses
         (including attorneys' fees and expenses and the expenses of the
         Guarantee Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Guarantee Trustee; provided, that nothing contained in this
         Section 3.02(a)(vi) shall be taken to relieve the


                                      11


         Guarantee Trustee, upon the occurrence of an Event of Default, of its
         obligation to exercise the rights and powers vested in it by this
         Guarantee.

                  (vii) The Guarantee 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,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit but shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation.

                  (viii) The Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents, nominees, custodians or attorneys, and the
         Guarantee Trustee shall not be responsible for any misconduct or
         negligence on the part of any agent or attorney appointed with due
         care by it hereunder.

                  (ix) Any action taken by the Guarantee Trustee or its agents
         hereunder shall bind the Holders of the Company Preferred Securities,
         and the signature of the Guarantee Trustee or its agents alone shall
         be sufficient and effective to perform any such action. No third party
         shall be required to inquire as to the authority of the Guarantee
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Guarantee, both of which shall be conclusively
         evidenced by the Guarantee Trustee or its agent taking such action.

                  (x) Whenever in the administration of this Guarantee the
         Guarantee Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Guarantee Trustee (i) may request written instructions
         from the Holders of a Majority in liquidation amount of the Company
         Preferred Securities, (ii) may refrain from enforcing such remedy or
         right or taking such other action until such written instructions are
         received and (iii) shall be protected in conclusively relying on or
         acting in accordance with such written instructions.

                  (xi) The Guarantee Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion or
         rights or powers conferred upon it by this Guarantee.

         (b) No provision of this Guarantee shall be deemed to impose any duty
or obligation on the Guarantee Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or


                                      12



to exercise any such right, power, duty or obligation. No permissive power or
authority available to the Guarantee Trustee shall be construed to be a duty.

         Section 3.03. Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the statements of
the Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.

                                   ARTICLE 4
                               GUARANTEE TRUSTEE

         Section 4.01. Guarantee Trustee; Eligibility. (a) There shall at all
times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State thereof or of the
         District of Columbia, or a corporation or Person permitted by the
         Securities and Exchange Commission to act as an institutional trustee
         under the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least 50 million U.S. dollars ($50,000,000), and subject to
         supervision or examination by Federal, State or District of Columbia
         authority. If such corporation publishes reports of condition at least
         annually, pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then, for the purposes of this
         Section 4.01(a)(ii), 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.

         (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.02(c).

         (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

         Section 4.02. Appointment, Removal and Resignation of Guarantee
Trustee. (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor except during an Event of
Default.


                                      13



         (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.02(a) until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

         (c) The Guarantee Trustee appointed to office shall hold office until
a Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

         (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery of an instrument of removal or resignation, the Guarantee Trustee
resigning or being removed may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

         (e) No Guarantee Trustee shall be liable for the acts or omissions to
act of any Successor Guarantee Trustee.

         (f) Upon termination of this Guarantee or removal or resignation of
the Guarantee Trustee pursuant to this Section 4.02, and before the appointment
of any Successor Guarantee Trustee, the Guarantor shall pay to the Guarantee
Trustee all amounts to which it is entitled to the date of such termination,
removal or resignation.

                                   ARTICLE 5
                                   GUARANTEE

         Section 5.01. Guarantee. The Guarantor irrevocably and unconditionally
agrees, subject to the limitations set forth in this Guarantee, to pay in full
to the Initial Holder and each subsequent Holder from time to time, whether
such rights under this Guarantee are asserted by the Guarantee Trustee or
directly by any such Holder (without duplication of amounts theretofore paid by
the Issuer), if, as and when due, regardless of any defense, right of setoff or
counterclaim that the Issuer may have or assert:

                  (i) any accumulated but unpaid Dividends on the Company
         Preferred Securities, whether declared by the Issuer or deemed
         declared pursuant to Section 5.02 hereof, plus Additional Amounts
         thereon, if any;


                                      14



                  (ii) the $25.00 redemption price per each Company Preferred
         Security called for redemption by the Issuer, plus an amount equal to
         any accumulated and unpaid Dividends thereon for the then current
         Dividend Period through the date of redemption, on the Company
         Preferred Securities, plus Additional Amounts thereon, if any (the
         "Redemption Price"); and

                  (iii) the $25.00 liquidation amount per each Company
         Preferred Security upon any voluntary or involuntary dissolution,
         liquidation or winding up of the Issuer, plus Additional Amounts
         thereon, if any;

(collectively, the "Guarantee Payments"). All Guarantee Payments shall include
interest accrued on such Guarantee Payments, at a rate per annum equal to the
stated Dividend rate of the Company Preferred Securities, since the date of the
claim asserted under this Guarantee relating to such Guarantee Payments.

         The Guarantor's obligation to make any of the payments listed in (i)
through (iii) above may be satisfied either by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.

         Section 5.02. Delivery of Guarantor Certificate; Dividends Deemed
Declared. (a) As of each Dividend Date with respect to which the Issuer has not
paid Dividends in full at the Dividend Rate, the Guarantor shall deliver an
Officers' Certificate to the Guarantee Trustee substantially in the form
attached as Exhibit A hereto (the "Guarantor Certificate"); provided that
failure to deliver the Guarantor Certificate on or prior to any Dividend Date
with respect to which the Issuer has not paid Dividends in full at the Dividend
Rate, shall not constitute an Event of Default but shall result in Dividends on
all the Company Preferred Securities then outstanding being deemed declared in
full at the Dividend Rate on such Dividend Date for the purposes of Section
5.01(i) hereof.

         (b) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and (ii)(A) the Guarantor or one of its subsidiaries
declares or makes a dividend or other payment on its Ordinary Shares that pay
dividends annually or (B) the Guarantor or any of its subsidiaries has
redeemed, repurchased or otherwise acquired (other than (I) in connection with
transactions effected by or for the account of customers of the Guarantor or
any of its subsidiaries or in connection with the distribution, trading or
market-making in respect of such securities, (II) in connection with the
satisfaction by the Guarantor or any of its subsidiaries of its obligations
under any employee benefit plans or similar arrangements with or for the
benefit of employees, officers, directors or consultants, (III) as a result of
a reclassification of the capital stock of the Guarantor or any of its
subsidiaries or the exchange or conversion of one class or series of such
capital stock for another class or series of such capital stock or (IV) the
purchase of fractional interests in shares of the capital stock of the
Guarantor or any of its subsidiaries pursuant to the conversion or exchange
provisions of


                                      15



such capital stock or the security being converted or exchanged) for any
consideration (or moneys have been paid to or made available for a sinking fund
or for redemption of any such shares) any Ordinary Shares or any Parity
Securities during the twelve month period immediately preceding and including
such Dividend Date, then Dividends will be deemed declared in full at the
Dividend Rate on such Dividend Date for the purposes of Section 5.01(i) hereof
and for three consecutive Dividend Dates thereafter.

         (c) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and(ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of any Ordinary Shares
that pay dividends semi-annually during the six month period immediately
preceding and including such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate on such Dividend Date for the purposes of
Section 5.01(i) hereof and for the next consecutive Dividend Date thereafter.

         (d) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of any Ordinary Shares
that pay dividends quarterly during the three month period immediately
preceding and including such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate on such Dividend Date for the purposes of
Section 5.01(i) hereof.

         (e) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of Parity Securities
that pay dividends annually during the twelve month period immediately
preceding and including such Dividend Date, either in full or at a percentage
of a dividend rate stated thereon, as set forth in paragraph 8 of the Guarantor
Certificate delivered as of such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate or pro rata in accordance with Section
5.02(i) hereof, as the case may be, on such Dividend Date for the purposes of
Section 5.01(i) hereof and for the three consecutive Dividend Dates thereafter.

         (f) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of the Parity
Securities that pay dividends semi-annually during the six month period
immediately preceding and including such Dividend Date, either in full or at a
percentage of a dividend rate stated thereon, as set forth in paragraph 9 of
the Guarantor Certificate delivered as of such Dividend Date, then Dividends
will be deemed declared in full at the Dividend Rate or pro rata in accordance
with Section 5.02(i) hereof, as the case may be, on such Dividend Date for the
purposes of Section 5.01(i) hereof and for the next consecutive Dividend Date
thereafter.


                                      16



         (g) If on any Dividend Date (i) the Issuer has not paid Dividends in
full at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of the Parity
Securities that pay dividends quarterly during the three month period
immediately preceding and including such Dividend Date, either in full or at a
percentage of a dividend rate stated thereon, as set forth in paragraph 10 of
the Guarantor Certificate delivered as of such Dividend Date, then Dividends
will be deemed declared in full at the Dividend Rate or pro rata in accordance
with Section 5.02(i) hereof, as the case may be, on such Dividend Date for the
purposes of Section 5.01(i) hereof.

         (h) The amount of Dividends declared or deemed declared for purposes
of Section 5.01(i) hereof on all the Company Preferred Securities then
outstanding with respect to any Dividend Date shall be equal to the greater of
(i) the amount of Dividends declared on such Dividend Date by the Company or
(ii) the amount of Dividends deemed declared on such Dividend Date pursuant to
subsection (a), (b), (c), (d), (e), (f), or (g) hereof.

         (i) In the event that Dividends are deemed declared on any Dividend
Date pursuant to this Section 5.02 pro rata with dividends and other payments
on the Parity Securities, such Dividends shall be deemed declared in proportion
that the aggregate amount available for payment of dividends on the Company
Preferred Securities and the Parity Securities in the fiscal year in which such
Dividend Date falls bears to the aggregate full amount of stated dividends on
the Company Preferred Securities and the Parity Securities payable in such
fiscal year. If Dividends are deemed declared on a pro rata basis, the
Guarantor will select, in its sole discretion, the date of the applicable
market exchange rate to make the calculations described above.

         Section 5.03. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands. This Guarantee creates
a guarantee of payment and not of collection.

         Section 5.04. Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

         (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Company Preferred Securities to be
performed or observed by the Issuer;


                                      17



         (b) the extension of time for the payment by the Issuer of all or any
portion of the Dividends, Redemption Price, liquidation preference or any other
sums payable under the terms of the Company Preferred Securities or the
extension of time for the performance of any other obligation under, arising
out of, or in connection with, the Company Preferred Securities; provided that
nothing in this Guarantee shall affect or impair any valid extension;

         (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Company Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

         (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

         (e) any invalidity of, or defect or deficiency in, the Company
Preferred Securities;

         (f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

         (g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent
of this Section 5.04 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

         No setoff, counterclaim, reduction or diminution of any obligation, or
any defense of any kind or nature that the Guarantor has or may have against
any Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Guarantee; provided that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim.

         Section 5.05. Action Against Guarantor. The Guarantor waives any right
or remedy to require that any action be brought first against the Issuer or any
other person or entity before proceeding directly against the Guarantor.

         Section 5.06. Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Issuer with
respect to the Company Preferred Securities, and that the Guarantor shall be
liable as principal and as debtor hereunder to make Guarantee Payments pursuant
to the


                                      18



terms of this Guarantee notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.04 hereof.

         Section 5.07. Taxes. All payments in respect of the Guarantee Payments
(including interest accrued thereon, if any) by the Guarantor shall be made
without withholding or deduction for or on account of any Relevant Tax, unless
the withholding or deduction of such Relevant Tax is required by law. In that
event, the Guarantor shall pay, as further Guarantee Payments, such additional
amounts as may be necessary in order that the net amounts received by a Holder
(or a third party on its behalf) after such withholding or deduction will equal
the amount which would have been received in respect of the Guarantee Payments
(including interest accrued thereon, if any) in the absence of such withholding
or deduction ("Guarantee Additional Amounts"), except that no such Guarantee
Additional Amounts shall be payable to a Holder (or a third party on its
behalf) with respect to any Guarantee Payments (including interest accrued
thereon, if any) (i) to the extent that such Relevant Tax is imposed or levied
by virtue of such Holder (or the beneficial owner of Company Preferred
Securities to which such Guarantee Payments relate) having some connection with
the Relevant Jurisdiction, other than being a LLC Securityholder (or beneficial
owner of such Company Preferred Securities), (ii) to the extent that such the
Relevant Tax is imposed or levied by virtue of such Company Preferred
Securityholder (or beneficial owner) not having made a declaration of
non-residence in, or other lack of connection with, the Relevant Jurisdiction
or any similar claim for exemption, if the Guarantor or its agent has provided
the beneficial owner of such Company Preferred Securities or its nominee with
at least 60 days' prior written notice of any opportunity to make such a
declaration or claim, or (iii) where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of June 3, 2003 or any law
implementing or complying with, or introduced in order to conform to, or
substantially similar to such Directive.

         Section 5.08. Article 6:251 of DCC. This Guarantee is a guarantee for
the benefit of each Holder from time to time of Company Preferred Securities
with respect to each Company Preferred Security held by such Holder. Upon
transfer of any Company Preferred Securities to a third party, the previous
Holder thereof shall no longer have any rights hereunder with respect to such
Company Preferred Securities. The rights under this Guarantee with respect to a
Company Preferred Security are not separately transferable from such Company
Preferred Security. The Initial Holder, by its execution of this Guarantee,
hereby accepts the rights under this Guarantee as initial purchaser of the
Company Preferred Securities with the understanding that such rights shall be
transferred by operation of law to any subsequent Holder acquiring a Company
Preferred Security from the Initial Holder or from a subsequent Holder. It is
specifically intended by the parties hereto that the rights under this
Guarantee with respect to a Company Preferred


                                      19


Security shall be transferred by operation of law under Article 6:251 of the
Dutch Civil Code ("DCC") to a subsequent Holder of that Company Preferred
Security.

         Section 5.09. Article 6:253 of DCC. It is hereby irrevocably agreed
and stipulated, for free ("om niet" in the sense of the article referred to),
by way of third party stipulation ("derdenbeding") in the meaning of Article
6:253 of DCC, for the benefit of each Holder (whether present or future) of a
Company Preferred Security that, to the extent that any such Holder should not
become entitled to the rights under this Guarantee with respect to that Company
Preferred Security (whether by operation of Article 6:251 of DCC as referred to
in Section 5.08 hereof or otherwise), such Holder shall become a beneficiary of
the rights under (and accordingly a party to) this Guarantee as set forth in
Article 6:253 of DCC upon having become a Holder of such Company Preferred
Security (unless such Holder has rejected such stipulation without delay upon
having become aware of it).

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

         Section 6.01. Limitation of Transactions. (a) The Guarantor, for so
long as any Company Preferred Securities remain outstanding, shall not issue
any preferred securities, preferred or preference shares or any securities that
qualify as Tier 1 capital for the Guarantor ranking senior on liquidation to
its obligations under this Guarantee or give any guarantee in respect of any
preferred securities, preferred or preference shares or any securities that
qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries
if such guarantee would rank senior to this Guarantee, unless this Guarantee is
amended to give the Holders of the Company Preferred Securities such rights and
entitlements as are contained in or attached to such other guarantee so that
this Guarantee ranks pari passu with such guarantee and pari passu with such
preferred securities, preferred or preference shares or any securities that
qualify as Tier 1 capital for the Guarantor.

         (b) The Guarantor shall pay all amounts required to be paid pursuant
to this Guarantee in respect of any Dividends on the Company Preferred
Securities payable in respect of the most recent Dividend Period prior to any
dividend or other payment (except dividends in the form of the Ordinary Shares)
upon the Ordinary Shares (whether issued directly or by a subsidiary of the
Guarantor and entitled to the benefits of a guarantee ranking junior to this
Guarantee).

         (c) The Guarantor, for so long as any Trust Securities or Company
Preferred Securities remain outstanding, shall maintain, or shall cause the
Bank or any one or more Qualified Subsidiaries or branches of the Bank (each, a
"Potential Securityholder") to maintain, 100% ownership of the Company Common
Securities and the Trust Common Securities. The Guarantor may transfer and
permit the transfer of the Company Common Securities from one Potential
Securityholder to another Potential Securityholder, provided that prior to


                                      20


such transfer it has received an opinion of a nationally recognized law firm
experienced in such matters to the effect that (A) the Company will continue to
be treated as a partnership for United States federal income tax purposes and
such transfer will not cause the Company to be classified as an association or
publicly traded partnership taxable as a corporation for United States federal
income tax purposes, (B) such transfer will not cause the Company or the Trust
to be required to register under the 1940 Act and (C) such transfer will not
adversely affect the limited liability of the Holders of the Company Preferred
Securities.

         (d) The Guarantor for so long as any Trust Securities or Company
Preferred Securities remain outstanding, (i) shall cause the Company to remain
a limited liability company, (ii) shall use its commercially reasonable efforts
to ensure that the Company will not be an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes, (iii) shall cause the Company to remain a limited liability company
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by the LLC Agreement, and (v) shall use its commercially reasonable
efforts to ensure that the Trust will not be classified as other than a grantor
trust for United States federal income tax purposes.

         (e) The Guarantor, for so long as any of the Company Preferred
Securities are outstanding, shall not permit, or take any action to cause, the
dissolution, liquidation, termination or winding up of the Company, unless the
Guarantor is itself in liquidation and the approval of the Dutch Central Bank,
if then required, to such action has been received.

         (f) If the Company Preferred Securities are distributed to Holders of
Trust Preferred Securities in connection with the involuntary or voluntary
dissolution, winding-up or liquidation of the Trust, the Guarantor shall use
its commercially reasonable best efforts to cause the Company Preferred
Securities to be listed on the New York Stock Exchange, Euronext or on such
other national securities exchange or similar organization as the Trust
Preferred Securities are then listed or quoted on.

         Section 6.02. Ranking. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right
of payment to indebtedness of the Guarantor (other than any guarantee or
contractual right expressed to rank pari passu with or junior to this
Guarantee), (ii) pari passu with the Guarantor's obligations under the Parity
Guarantees, including, without limitation, (A) the Trust Securities Guarantee
Agreement dated as of August 17, 1998, among the Guarantor, the Initial Holders
(as defined therein) of the 7 1/2% Noncumulative Guaranteed Trust Preferred
Securities and the 7 1/2% Trust Common Securities of ABN AMRO Capital Funding
Trust I, and The Bank of New York, as guarantee trustee, (B) the Class B
Preferred Securities Guarantee Agreement dated as of August 17, 1998 among the
Guarantor, ABN AMRO Capital Funding Trust I, as initial holder of the 7 1/2%
Noncumulative Guaranteed Class B Preferred Securities of ABN AMRO Capital
Funding LLC I, and The


                                      21


Bank of New York, as guarantee trustee, (C) the Contingent Guarantee Agreement
dated as of August 17, 1998 among the Guarantor, ABN AMRO Capital Funding LLC I
and The Bank of New York, as guarantee trustee, (D) the Trust Securities
Guarantee Agreement dated as of April 1, 1999, among the Guarantor, the Initial
Holders (as defined therein) of the 7 1/8% Noncumulative Guaranteed Trust
Preferred Securities and the 7 1/8% Trust Common Securities of ABN AMRO Capital
Funding Trust II, and The Bank of New York, as guarantee trustee, (E) the Class
B Preferred Securities Guarantee Agreement dated as of April 1, 1999 among the
Guarantor, ABN AMRO Capital Funding Trust II, as initial holder of the 7?%
Noncumulative Guaranteed Class B Preferred Securities of ABN AMRO Capital
Funding LLC II, and The Bank of New York, as guarantee trustee, (F) the
Contingent Guarantee Agreement dated as of April 1, 1999 among the Guarantor,
ABN AMRO Capital Funding LLC II and The Bank of New York, as guarantee trustee,
(G) the Trust Securities Guarantee Agreement dated as of July 3, 2003, among
the Guarantor, the Initial Holders (as defined therein) of the 5.90%
Non-cumulative Guaranteed Trust Preferred Securities and the 5.90% Trust Common
Securities of ABN AMRO Capital Funding Trust V, and BNY Midwest Trust Company,
as guarantee trustee, (H) the Company Preferred Securities Guarantee Agreement
dated as of July 3, 2003 among the Guarantor, BNY Midwest Trust Company, in its
capacity as property trustee pursuant to the Trust Agreement (as defined
therein), as initial holder of the 5.90% Non-cumulative Guaranteed LLC
Preferred Securities of ABN AMRO Capital Funding LLC V, and BNY Midwest Trust
Company, as guarantee trustee, and (I) the Contingent Guarantee Agreement dated
as of July 3, 2003 among the Guarantor, ABN AMRO Capital Funding LLC V and BNY
Midwest Trust Company, as guarantee trustee, and (iii) senior to the Ordinary
Shares. Any guarantee given hereafter by the Guarantor with respect to
preferred securities issued by a subsidiary of the Guarantor and treated as
Tier 1 regulatory capital by the Guarantor that is silent as to seniority will
rank pari passu with this Guarantee.

                                   ARTICLE 7
                                  TERMINATION

         Section 7.01 Termination. This Guarantee shall terminate upon, and be
of no further force and effect from the earlier of (i) full payment of the
Redemption Price of all Company Preferred Securities or purchase and
cancellation of all Company Preferred Securities or (ii) upon full payment of
the $25.00 liquidation amount, plus any accumulated and unpaid Dividends
thereon, plus Additional Amounts thereon, if any, as payable upon liquidation
of the Issuer. Notwithstanding the foregoing, this Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
Holder of Company Preferred Securities must restore payment of any sums paid
under the Company Preferred Securities or under this Guarantee for any reason
whatsoever.


                                      22



                                   ARTICLE 8
                                INDEMNIFICATION

         Section 8.01. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, liability, expense, damage or claim incurred by
reason of any act or omission performed or omitted by such Indemnified Person
in good faith in accordance with this Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, liability, expense,
damage or claim incurred by reason of such Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters
the Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Dividends to Holders of Company Preferred Securities might properly be
paid.

         Section 8.02. Indemnification. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any and all loss, liability, damage, claim or expense incurred without gross
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The
obligation to indemnify as set forth in this Section 8.02 shall survive the
termination of this Guarantee or the earlier resignation or removal of the
Guarantee Trustee.

                                   ARTICLE 9
                                 MISCELLANEOUS

         Section 9.01. Successors and Assigns. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders of the Company Preferred Securities then outstanding.

         Section 9.02. Amendments. Except for those changes (i) required under
Section 6.01(a) above or (ii) provided for in the two penultimate sentences of
this paragraph, this Guarantee may be modified by the Guarantor and the
Guarantee


                                      23


Trustee only with the prior approval of the Holders of not less than 662/3% in
liquidation amount of the Company Preferred Securities (excluding any Company
Preferred Securities held by the Guarantor or any of its Affiliates, other than
Company Preferred Securities purchased or acquired by the Guarantor or its
Affiliates in connection with transactions effected by or for the account of
customers of the Guarantor or any of its Affiliates in connection with the
distribution or trading of or market-making in connection with such securities
and except that persons (other than Affiliates of the Guarantor) to whom the
Guarantor or any of its Affiliates have pledged Company Preferred Securities
may vote or convert with respect to such pledged securities pursuant to the
terms of such pledge). This Guarantee may be amended without the consent of the
Holders of the Company Preferred Securities to (i) cure any ambiguity, (ii)
correct or supplement any provision in this Guarantee that may be defective or
inconsistent with any other provision of this Guarantee, (iii) add to the
covenants, restrictions or obligations of the Guarantor, (iv) conform to any
change in the 1940 Act, the Trust Indenture Act or the rules or regulations of
either such Act and (v) modify, eliminate and add to any provision of this
Guarantee to such extent as may be necessary or desirable; provided that no
such amendment shall have a material adverse effect on the rights, preferences
or privileges of the Holders of the Company Preferred Securities. Sections
5.01, 5.02, 5.07 and the form of Exhibit A hereto may not be amended without
the prior approval of the Holders of 100% in liquidation amount of the Company
Preferred Securities. Any amendment hereof in accordance with this Section 9.02
shall be binding on all Holders.

         Section 9.03. Judgment Currency Indemnity. (a) If, for the purposes of
obtaining judgment in any court, it is necessary to convert an amount due from
the Guarantor under any provision of this Guarantee to a currency other than
U.S. Dollars, the parties agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Guarantee Trustee could purchase
such other currency with U.S. Dollars at its New York office on the second
Business Day preceding the day on which final judgment is given.

         (b) The obligations of the Guarantor in respect of any amount due to
the Guarantee Trustee or any Holders under this Agreement shall,
notwithstanding any judgment in a currency other than U.S. Dollars, be
discharged only to the extent that on the Business Day following receipt by the
Guarantee Trustee or such Holders, as the case may be, of any amount adjudged
to be so due in such other currency the Guarantee Trustee or such Holders, as
the case may be, may in accordance with normal banking procedures purchase U.S.
Dollars with such other currency.

         (c) If the amount of U.S. Dollars so purchased is less than the amount
originally due to the Guarantee Trustee or such Holders, as the case may be, in
U.S. Dollars, the Guarantor agrees, to the fullest extent that it may
effectively do


                                      24



so, as a separate obligation and notwithstanding any such judgment, to
indemnify the Guarantee Trustee or such Holders, as the case may be, against
such loss.

         (d) If the amount of Dollars so purchased exceeds the amount
originally due to the Guarantee Trustee or such Holders, as the case may be, in
U.S. Dollars, agree to remit any remaining amount to the Guarantor.

     Section 9.04. Assignment of the Guarantor. The Guarantor will not assign
its obligations under the Guarantee, except in the case of a merger,
consolidation or a sale of substantially all of its assets, where the Guarantor
is not the surviving entity.

         Section 9.05. Notices. All notices provided for in this Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

         (a) If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below:

                  BNY Midwest Trust Company
                  2 North LaSalle Street
                  Suite 1020
                  Chicago, Illinois 60602
                  Facsimile:  (312) 827-8542
                  Attention:  Corporate Finance Group

         (b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders of the Company Preferred Securities):

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

         with a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Fax: +1 212 450 3800
                  Attention: Margaret Tahyar, Esq.


                                      25


         (c) If given to any Holder of Company Preferred Securities, at the
address set forth on the books and records of the Issuer.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         Section 9.06. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE NETHERLANDS,
EXCEPT THAT ARTICLES 2, 3 AND 4, AND THE DEFINITIONS OF TERMS AS USED THEREIN,
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         Section 9.07. Jurisdiction. Any claim or proceeding brought by the
Guarantee Trustee on behalf of Holders or a Holder to enforce the obligations
of the Guarantor hereunder shall be brought in a court of competent
jurisdiction in Amsterdam, The Netherlands. Any claim or proceeding relating to
the application of Articles 2, 3, 4, and the definitions of terms as used
therein, including, without limitation, any claims, counter-claims and
cross-claims asserted against the Guarantee Trustee in connection therewith,
shall be brought in a court of competent jurisdiction in the State of New York.


                           [SIGNATURE PAGE TO FOLLOW]




                                      26




         THIS GUARANTEE is executed as of the day and year first above written.


                                                    ABN AMRO HOLDING N.V.,
                                                         as Guarantor

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

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


BNY MIDWEST TRUST COMPANY,
     as Guarantee Trustee

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



BNY MIDWEST TRUST COMPANY,
    as Initial Holder (in its
    capacity as property trustee pursuant to the
    Trust Agreement)

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






                                                                       EXHIBIT A


                             ABN AMRO HOLDING N.V.

                             OFFICERS' CERTIFICATE

         [March 31], [June 30], [September 30], [December 31],(1) __________


         The undersigned, [name of Authorized Officer], [title of Authorized
Officer], and [name of Authorized Officer], [title of Authorized Officer], of
ABN AMRO Holding N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "Company"), pursuant to Section 5.02 of the
Guarantee Agreement dated as of September 30, 2003 (the "Guarantee"), executed
and delivered by the Company, as guarantor, BNY Midwest Trust Company, in its
capacity as property trustee pursuant to the Trust Agreement, and BNY Midwest
Trust Company, as guarantee trustee, for the benefit of the holders from time
to time of the 6.25% Non-cumulative Guaranteed LLC Preferred Securities (the
"Company Preferred Securities") of ABN AMRO Capital Funding LLC VI, do hereby
certify as of the date hereof on behalf of the Company as follows (capitalized
terms used herein without definitions have the meanings assigned to them in the
Guarantee):

         1. We have read and are familiar with the provisions of the Guarantee
(including, without limitation, Section 5.02 thereof) and all definitions
therein.

         2. We have reviewed all corporate documents necessary to state the
facts contained herein and are duly authorized to certify to those facts.

         3. In our opinion, we have made such examination or investigation as
is necessary to enable us to express an informed opinion as to the facts
certified herein.

         4. [Neither][Either]1 the Company [nor][or]1 any of its subsidiaries
(A) has declared or made a dividend or other payment on its Ordinary Shares
that pay dividends annually, or (B) has redeemed, repurchased or otherwise
acquired (other than (I) in connection with transactions effected by or for the
account of customers of the Guarantor or any of its subsidiaries or in
connection with the distribution, trading or market-making in respect of such
securities, (II) in connection with the satisfaction by the Guarantor or any of
its subsidiaries of its obligations under any employee benefit plans or similar
arrangements with or for the benefit of employees, officers, directors or
consultants, (III) as a result of a reclassification of the capital stock of
the Guarantor or any of its subsidiaries or the exchange or conversion of one
class or series of such capital stock for another

- -------------------------
     1 Delete, if not applicable.


                                      A-1



class or series of such capital stock or (IV) the purchase of fractional
interests in shares of the capital stock of the Guarantor or any of its
subsidiaries pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged) for any consideration (and
moneys [have][have not]2 been paid to or made available for a sinking fund or
for redemption of any such shares) any Ordinary Shares or any Parity Securities
during the twelve month period immediately preceding and including the date
hereof.

         5. [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Ordinary Shares that pay dividends semi-annually, if any, during the six month
period immediately preceding and including the date hereof.

         6. [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Ordinary Shares that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

         7. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends annually, if any, during the twelve month
period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends annually, if any, was declared or made [in full](2) [at __%
of the stated dividend rate for such Parity Securities].(3)

         8. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of its
Parity Securities that pay dividends semi-annually, if any, during the six
month period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends semi-annually, if any, was declared or made [in full](4) [at
__% of the stated dividend rate for such Parity Securities].(5)

- -------------------------
         2 Delete, if not applicable.

         3 To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends annually.

         4 Delete, if not applicable.

         5 To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends semi-annually.


                                      A-2



         9. (a) [Neither][Either](4) the Company [nor][or](4) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

         (b) A dividend or other payment in respect of the Parity Securities
that pay dividends quarterly, if any, was declared or made [in full](4) [at __%
of the stated dividend rate for such Parity Securities.](6)

         IN WITNESS WHEREOF, the undersigned have duly executed as of the date
first set forth above.

                                                    ABN AMRO HOLDING N.V.

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

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















- -------------------------

         6 To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends quarterly.


                                      A-3

EX-8

                                                                      EXHIBIT 8



                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                           NEW YORK, NEW YORK 10017


                                                               October 2, 2003


ABN AMRO Holding N.V.
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands

ABN AMRO Capital Funding Trust VI
ABN AMRO Capital Funding LLC VI
135 South
LaSalle Street
Chicago, Illinois 60603


Ladies and Gentlemen:

         We have acted as special tax counsel to ABN AMRO Holding N.V., ABN
AMRO Bank N.V., each a public limited liability company incorporated under the
laws of the Netherlands, ABN AMRO Capital Funding Trust VI, a Delaware
statutory trust, and ABN AMRO Capital Funding LLC VI, a limited liability
company organized under the laws of Delaware (each an "Issuer" and,
collectively, the "Issuers"), in connection with the preparation and filing of
a prospectus dated September 25, 2003 (the "Supplemental Prospectus") to
registration statement number 333-104778 on Form F-3 (the "Registration
Statement"). This opinion is being furnished in accordance with the
requirements of Item 601(b)(8) of Regulation S-K of the Securities Act of 1933,
as amended (the "Act").

         We have reviewed the discussion contained under the heading "Taxation
- -- U.S. Taxation" in the Supplemental Prospectus and confirm that it sets forth
in full our opinion as to the material U.S. federal income tax consequences of
the acquisition, ownership and disposition of the trust preferred securities,
subject to the conditions and limitations set forth therein.






                                                               October 2, 2003

ABM AMRO Holding N.V.
ABN AMRO Bank N.V.
ABN AMRO Capital Funding Trust VI
ABN AMRO Capital Funding LLC VI


         We hereby consent to the inclusion of this opinion and to the
references to us under the heading "Taxation -- U.S. Taxation" in the
Supplemental 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.


                                                    Very truly yours,


                                                    /s/ Davis Polk & Wardwell


















                                       2