EXHIBIT 4.23




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                         CONTINGENT GUARANTEE AGREEMENT


                             Dated as of ____, ____


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                               TABLE OF CONTENTS

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                                                                           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................................7
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........................................7
Section 2.08.  Rights of Holders...............................................8
Section 2.09.  Conflicting Interests...........................................8

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 3.01.  Powers, Duties and Rights of Guarantee Trustee..................8
Section 3.02.  Certain Rights of Guarantee Trustee............................10
Section 3.03.  Not Responsible for Recitals or Issuance of Contingent
               Guarantee......................................................12

                                   ARTICLE 4
                               GUARANTEE TRUSTEE

Section 4.01.  Guarantee Trustee; Eligibility.................................12
Section 4.02.  Appointment, Removal and Resignation of  Guarantee Trustee.....13

                                   ARTICLE 5
                              CONTINGENT GUARANTEE

Section 5.01.  Contingent Guarantee...........................................14
Section 5.02.  Delivery of Guarantor's Certificate; Dividends Deemed
               Declared.......................................................15
Section 5.03.  Waiver of Notice and Demand....................................17
Section 5.04.  Obligations Not Affected.......................................17
Section 5.05.  Independent Obligations........................................18
Section 5.06.  Taxes..........................................................19

<PAGE>

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

Section 6.01.  Limitation of Transactions.....................................19
Section 6.02.  Ranking........................................................20

                                   ARTICLE 7
                                  TERMINATION

Section 7.01.  Termination....................................................21

                                   ARTICLE 8
                                INDEMNIFICATION

Section 8.01.  Exculpation....................................................21
Section 8.02.  Indemnification................................................22

                                   ARTICLE 9
                                 MISCELLANEOUS

Section 9.01.  Successors and Assigns.........................................22
Section 9.02.  Amendments.....................................................22
Section 9.03.  Judgment Currency Indemnity....................................22
Section 9.04.  Assignment of the Contingent Guarantee.........................23
Section 9.05.  Notices........................................................23
Section 9.06.  Governing Law..................................................24
Section 9.07.  Jurisdiction...................................................24

EXHIBIT A  Guarantor's Officers' Certificate                                 A-1


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                            CROSS-REFERENCE TABLE(1)


       Section of Trust Indenture Act              Section of
             of 1939, as amended              Contingent 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


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      (1) This Cross-Reference Table does not constitute part of the Contingent
Guarantee and shall not affect the interpretation of any of its terms or
provisions.

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<PAGE>

      THIS CONTINGENT GUARANTEE AGREEMENT (the "Contingent Guarantee") dated as
of [DATE], is executed and delivered by ABN AMRO [BANK][HOLDING] N.V., a public
limited liability company incorporated under the laws of The Netherlands (the
"Guarantor"), ABN AMRO CAPITAL FUNDING LLC [____], a Delaware limited liability
company (the "Company") and [________], a [________] corporation, as trustee
(the "Guarantee Trustee").

      WHEREAS, pursuant to a Limited Liability Company Agreement (the "LLC
Agreement"), dated as of [DATE], among the Initial Common Securityholder (as
defined therein), [the Class A Preferred Securityholder], the Initial Purchaser
(as defined therein) and [___________], as manager trustee, the Company is
issuing on the date hereof [____] Noncumulative Guaranteed Class B Preferred
Securities, having an aggregate liquidation amount of $[______], designated the
[____]% Noncumulative Guaranteed Class B Preferred Securities (the "Class B
Preferred Securities"); and

      WHEREAS, the Guarantor will agree in the Class B Preferred Securities
Guarantee Agreement (the "Class B Preferred Securities Guarantee" between the
Guarantor, [________] as the initial holder of the Class B Preferred
Securities, and the Guarantee Trustee, to pay in full, on a subordinated basis,
without duplication, to the holders of the Class B Preferred Securities the
Guarantee Payments (as defined in the Class B Preferred Securities Guarantee)
to the extent set forth in the Class B Preferred Securities Guarantee; and

      WHEREAS, as incentive for the Holders (as defined herein) to purchase the
Class B Preferred Securities and, if applicable, the Trust Securities (as
defined herein), the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Contingent Guarantee, to pay to the
Company in full the Guarantee Payments (as defined herein), to the extent that
any such Guarantee Payments have been claimed under either of the Guarantees
but remain unpaid.

      NOW, THEREFORE, in consideration of the purchase by each Holder of the
Class B Preferred Securities and, if applicable, the Trust Securities (as
defined herein), which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Contingent Guarantee for
the benefit of the Company.

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

      Section 1.01. Definitions And Interpretation. In this Contingent
Guarantee, unless the context otherwise requires:

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

<PAGE>

      (b) a term defined anywhere in this Contingent Guarantee has the same
meaning throughout;

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

      (d) all references in this Contingent Guarantee to Articles and Sections
are to Articles and Sections of this Contingent Guarantee, unless otherwise
specified;

      (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 Class B Preferred Securities
after withholding or deduction of any Relevant Tax required by law equals the
amount which would have been received in respect of the Class B Preferred
Securities in the absence of such withholding or deduction, except that no
Additional Amounts are payable to a Holder of Class B Preferred Securities (or
to a third party on the Holder's behalf) with respect to any Class B 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 securities) having some
connection with the Relevant Jurisdiction, other than being a Holder (or
beneficial owner) of such 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 Class B 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 26-27 November 2000 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.


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<PAGE>

      "Bank" means ABN AMRO Bank N.V.

      "Class A Preferred Securities" means the Class A Preferred Securities of
the Company.

      "Company Common Securities" means the voting common securities
representing ownership interests in the Company.

      "Company Securities" means the Class A Preferred Securities, the Class B
Preferred Securities or the Company Common Securities.

      "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
[ADDRESS], Attention: [____].

      "Covered Person" means any Holder or beneficial owner of Class B
Preferred Securities and, if applicable, Trust Securities.

      "Dividends" means cash income distributions with respect to the Class B
Preferred Securities.

      "Dividend Date" means the last day of each [MONTH], [MONTH], [MONTH] and
[MONTH] of each year.

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

      "Dividend Rate" means [____]% per annum.

      "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Contingent Guarantee.

      "Guarantees" means the Class B Preferred Securities Guarantee and the
Trust Securities Guarantee.

      "Guarantee Trustee" means [________], until a Successor Guarantee Trustee
has been appointed and has accepted such appointment pursuant to the terms of
this Contingent Guarantee by executing a counterpart hereof and becoming a
party hereto, and thereafter means each such Successor Guarantee Trustee.

      "Holder" shall mean any holder, as registered on the books and records of
the Company or a Trust, if applicable, of any Class B Preferred Securities or
Trust Securities.

      "Holding" means ABN AMRO Holding N.V.


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<PAGE>

      "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 [SECURITY] issued by the
[ISSUER OF INITIAL INTERCOMPANY SECURITY].

      "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, in the event that the Holder of the
Class B Preferred Securities is a Trust, 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 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.

      "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 Contingent Guarantee.

      "Parity Guarantee" means [SPECIFIC GUARANTEES], and any other guarantee
issued by the Guarantor of any preferred securities or preferred or preference
shares issued by any subsidiary of the Guarantor, if such guarantee ranks pari
passu with the Guarantor's obligations under this Contingent Guarantee.

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

      "Parity Securities" means, collectively, the Parity Guarantees, the
Parity Preferred Shares and the Parity Subsidiary Securities.


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<PAGE>

      "Parity Subsidiary Securities" means any securities issued by a
subsidiary of the Guarantor guaranteed by the Guarantor under a Parity
Guarantee.

      "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 Holding or the
Bank 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.

      "Tax Event" means, in the event that the Holder of the Class B Preferred
Securities is a Trust, 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 Trust Securities and the
Company Securities, there is more than an insubstantial risk that the Trust
will be subject to more than a de minimis amount of taxes, duties or other
governmental charges; provided that an obligation to withhold any present or
future tax, duty, assessment or governmental charge on any Intercompany
Security in respect of payment made to the Company on such Intercompany
Securities shall not constitute a "Tax Event" under any circumstances.

      "Trust" means any ABN AMRO Capital Funding Trust.


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<PAGE>

      "Trust Agreement" means an amended and restated trust agreement, dated as
of [DATE] 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.

      "Trust Common Securities" means [COMMON SECURITIES] issued by a Trust.

      "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended.

      "Trust Preferred Securities" means [PREFERRED SECURITIES] issued by a
Trust.

      "Trust Securities" means Trust Preferred Securities and Trust Common
Securities.

      "Trust Securities Guarantee" means the Trust Securities Guarantee
Agreement, dated as of [DATE] among the Guarantor, [TRUST COMMON SECURITIES
OWNER] and [____], as trustee, for the benefit of the holders of the Trust
Securities.

      "Trust Special Redemption Event" means (i) a Tax Event or (ii) an
Investment Company Event.

                                   ARTICLE 2
                              TRUST INDENTURE ACT

      Section 2.01. Trust Indenture Act; Application. (a) This Contingent
Guarantee is subject to the provisions of the Trust Indenture Act that are
required to be part of this Contingent 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 Contingent Guarantee or unless the context otherwise
requires.

      (b) If and to the extent that any provision of this Contingent 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 Class B
Preferred Securities.


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<PAGE>

      (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
[DATE] of each year, the Guarantee Trustee shall provide to the Holders of the
Class B Preferred Securities (and, if and for so long as a Trust is the Holder
of the Class B Preferred Securities, also to the Holders of the Trust Preferred
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 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.

      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.

      Section 2.06. Events of Default; Waiver. The Company, upon request from
the Holders of a Majority in liquidation amount of the Class B Preferred
Securities, may 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 Class B Preferred
Securities (and, if and for so long as a Trust is the Holder of the Class B
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 Contingent 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 Company (with a copy to the Holders of the
Class B Preferred Securities (and, if and for so long as a Trust is the Holder
of the Class B Preferred Securities, also to the Holders of the Trust
Securities)), notices of all


                                       7
<PAGE>

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 Class B 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 this Contingent Guarantee shall have
obtained actual knowledge, of such Event of Default.

      Section 2.08. Rights of Holders. (a) The Company 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 Contingent Guarantee or
exercising any trust or power conferred upon the Guarantee Trustee under this
Contingent Guarantee.

      (b) If the Guarantee Trustee fails to enforce its rights under the
Guarantee after the Company has made a written request, the Company may
institute a legal proceeding directly against the Guarantor to enforce the
Guarantee Trustee's rights under Article 5 of this Contingent 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, the Company may directly
institute a proceeding in its own name against the Guarantor for enforcement of
Article 5 of this Contingent Guarantee for such payment.

      Section 2.09. Conflicting Interests. The LLC Agreement and, if the Holder
of the Class B Preferred Securities is a Trust, the Trust Agreement shall be
deemed to be specifically described in this Contingent Guarantee for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

                                   ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

      Section 3.01. Powers, Duties and Rights of Guarantee Trustee. (a) This
Contingent Guarantee shall be held by the Guarantee Trustee for the benefit of
the Company, and the Guarantee Trustee shall not transfer this Contingent
Guarantee to any Person except the Company exercising its 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


                                       8
<PAGE>

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 Contingent Guarantee for the benefit of the Holders of the Class B
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 Contingent Guarantee, and no implied covenants shall be read into this
Contingent 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 Contingent 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 Contingent 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 Contingent
            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 Contingent Guarantee, and no implied covenants or
            obligations shall be read into this Contingent 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
            Contingent 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 Contingent Guarantee


                                       9
<PAGE>

            (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 Company 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 Contingent Guarantee; and

            (iv) No provision of this Contingent 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 Contingent 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
      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
      Contingent Guarantee shall be sufficiently evidenced by an Officers'
      Certificate.

            (iii) Whenever, in the administration of this Contingent 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.


                                      10
<PAGE>

            (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 Contingent 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 Contingent Guarantee at
      the request or direction of the Company, unless the Company 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 Contingent 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 Company, and the signature of the Guarantee
      Trustee or its agents alone shall be sufficient and effective to perform
      any


                                      11
<PAGE>

      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 Contingent 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 Contingent 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 Company, (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 Contingent Guarantee.

      (b) No provision of this Contingent 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 Contingent
Guarantee. The recitals contained in this Contingent 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 Contingent 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


                                      12
<PAGE>

      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 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.


                                      13
<PAGE>

      (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
                              CONTINGENT GUARANTEE

      Section 5.01. Contingent Guarantee. The Guarantor irrevocably and
unconditionally agrees, subject to the limitations set forth in this Contingent
Guarantee, to pay in full to the Company (without duplication of amounts
theretofore paid to the Holders of the Class B Preferred Securities and, if a
Trust is the Holder of the Class B Preferred Securities, the Trust Securities
by the Company or, if applicable, the Trust or by the Guarantor), if, as and
when due:

            (i) any accumulated but unpaid Dividends on the Class B Preferred
      Securities, whether declared by the Company or deemed declared pursuant
      to Section 5.02 hereof, plus Additional Amounts thereon, if any;

            (ii) the $[____] redemption price per each Class B Preferred
      Security called for redemption by the Company, plus an amount equal to
      any accumulated and unpaid Dividends thereon for the then current
      Dividend Period through the date of redemption, on the Class B Preferred
      Securities, plus Additional Amounts thereon, if any (the "Redemption
      Price"); and

            (iii) the $[____] liquidation amount per each Class B Preferred
      Security upon any voluntary or involuntary dissolution, liquidation or
      winding up of the Company, plus Additional Amounts thereon, if any;

      (collectively, the "Guarantee Payments"); provided that, in the event of
any insolvency of the Guarantor, the Guarantee Payments payable under this
Section 5.01 shall be reduced by an amount equal to (A) the amount of Guarantee
Payments payable under this Section 5.01 without giving effect to this proviso
multiplied by (B) a fraction, (x) the numerator of which is the aggregate
portion of all claims under the Parity Preferred Shares and the Parity
Guarantees determined to be payable out of the remaining assets of the
Guarantor in such insolvency after giving effect to this proviso and the
similar terms of any Parity Guarantee and (y) the denominator of which is the
aggregate principal or face amount of such claims. All Guarantee Payments shall
include interest accrued on such Guarantee Payments since the date of the claim
asserted under the Class B


                                      14
<PAGE>

Preferred Securities Guarantee or, if applicable, the Trust Securities
Guarantee, the nonpayment of which claim for 180 days resulted in the Company
enforcing its rights under this Contingent Guarantee.

      The Guarantor's obligation to make any of the payments listed in (i)
through (iii) above (A) is limited to the extent such payments are not made
pursuant to either of the Guarantees and (B) may be satisfied by direct payment
of the required amounts by the Guarantor to the Company or by causing the
Company or, if applicable, a Trust to pay such amounts to the Holders of the
Class B Preferred Securities or the Trust Securities, as applicable.

      Section 5.02. Delivery of Guarantor's Certificate; Dividends Deemed
Declared. (a) As of each Dividend Date with respect to which the Company has not
paid Dividends on the Class B Preferred Securities in full at the Dividend
Rate, the Guarantor shall deliver an Officers' Certificate to the Company
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 Company has not paid
Dividends on the Class B Preferred Securities in full at the Dividend Rate
shall not constitute an Event of Default but shall result in Dividends on all
the Class B 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 Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities and (ii) 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 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.

      (c) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required


                                      15
<PAGE>

dividends on the Trust Preferred Securities and (ii) the Guarantor or any of
its subsidiaries has declared or made a dividend or other payment in respect of
the Ordinary Shares that pay dividends annually 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.

      (d) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities 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.

      (e) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities 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.

      (f) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities 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(j) hereof, as the case may be, on such Dividend
Date for the purposes of Section 5.01(i) hereof.

      (g) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities 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


                                      16
<PAGE>

Section 5.02(j) hereof, as the case may be, on such Dividend Date for the
purposes of Section 5.01(i) hereof.

      (h) If on any Dividend Date (i) the Company has not paid Dividends in
full at the Dividend Rate or, if applicable, the relevant Trust has not paid
required dividends on the Trust Preferred Securities 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(j) hereof, as the case may be, on such Dividend
Date for the purposes of Section 5.01(i) hereof.

      (i) The amount of Dividends declared or deemed declared for purposes of
Section 5.01(i) hereof on all Class B 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), (g) or (h) hereof.

      (j) 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 Class B
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 Class B 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 Contingent 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 Company or, if applicable, a Trust 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.

      Section 5.04. Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Contingent Guarantee shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:


                                      17
<PAGE>

      (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Company or, if applicable, a Trust of any
express or implied agreement, covenant, term or condition relating to the Class
B Preferred Securities or, if applicable, the Trust Securities to be performed
or observed by the Company or the Trust, as applicable;

      (b) the extension of time for the payment by the Company of all or any
portion of the Dividends, Redemption Price, liquidation preference or any other
sums payable under the terms of the Class B Preferred Securities or, if
applicable, the extension of time for the payment by the relevant Trust of all
or any portion of the 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 Class B Preferred Securities or, if
applicable, the Trust Securities; provided, however, that nothing in this
Contingent Guarantee shall affect or impair a 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 Class B Preferred
Securities or, if applicable, the Trust Securities or any action on the part of
the Company or, the Trust, as applicable, 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 Company or, if applicable, a Trust
or any of the assets of the Company or the Trust, as applicable;

      (e) any invalidity of, or defect or deficiency in, the Class B Preferred
Securities or, if applicable, 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 Company to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the
foregoing.

      Section 5.05. Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Company or,
if applicable, a Trust with respect to the Class B Preferred Securities or, if
applicable, 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


                                      18
<PAGE>

Contingent Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.04 hereof.

      Section 5.06. 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 the
Company 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.

                                   ARTICLE 6
                      LIMITATION OF TRANSACTIONS; RANKING

      Section 6.01. Limitation of Transactions. (a) The Guarantor, for so long
as any Class B Preferred Securities or, if applicable, any Trust Securities
remain outstanding, shall not issue any preferred or preference shares ranking
senior on liquidation to its obligations under this Contingent Guarantee or
give any guarantee in respect of any preferred securities or preferred or
preference shares issued by any of its subsidiaries if such guarantee would
rank senior to this Contingent Guarantee, unless this Contingent Guarantee is
amended to give the Company such rights and entitlements as are contained in or
attached to such other guarantee so that this Contingent Guarantee ranks pari
passu with such guarantee and pari passu on liquidation with any declared
dividend or declared liquidation payments of such preferred or preference
shares.

      (b) The Guarantor shall pay all amounts required to be paid pursuant to
this Contingent Guarantee in respect of any Dividends on the Class B 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 under a guarantee ranking
junior to this Contingent Guarantee).

      (c) The Guarantor, for so long as any Class B Preferred Securities or, if
applicable, any Trust Securities remain outstanding, shall maintain, or shall
cause [the Bank] 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, if applicable. 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


                                      19
<PAGE>

traded partnership taxable as a corporation for United States federal income
tax purposes, (B) such transfer will not cause the Company or, if applicable, a
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 Class B
Preferred Securities.

      (d) The Guarantor for so long as any Class B Preferred Securities or, if
applicable, Trust Securities remain outstanding, (1) shall cause the [CLASS A
PREFERRED SECURITYHOLDER] to maintain 100% ownership of the Class A Preferred
Securities, (2) shall cause the Company to remain a limited liability company,
(3) 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, and (4) where the
Holder of the Class B Preferred Securities is a Trust, (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 LLC Agreement and (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.

      (e) If the Holder of the Class B Preferred Securities is a Trust, 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) The Guarantor, for so long as any of the Class B 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 and all claims under the
Guarantees and the Contingent Guarantee shall have been paid in full and the
Contingent Distribution (as defined in the LLC Agreement) shall have been made.

      (g) If the Holder of the Class B Preferred Securities is a Trust, and if
the Class B 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 efforts to cause the Class B Preferred Securities to be
listed on the [New York Stock Exchange], the [Luxembourg Stock Exchange] 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 Contingent 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
Contingent


                                      20
<PAGE>

Guarantee), (ii) pari passu with the Guarantor's obligations under the Parity
Guarantees, and (iii) senior to the Ordinary Shares. Any guarantee given
hereafter by the Guarantor with respect to trust 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
Contingent Guarantee.

                                   ARTICLE 7
                                  TERMINATION

      Section 7.01. Termination. This Contingent 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 Class B Preferred Securities or, if
applicable, Trust Securities or purchase and cancellation of all Class B
Preferred Securities or, if applicable, Trust Securities or (ii) upon full
payment of the $[____] liquidation amount, plus any accumulated and unpaid
Dividends thereon, plus Additional Amounts thereon, if any, as payable on the
Class B Preferred Securities or, if applicable, the Trust Securities upon
liquidation of the Company and, if applicable, the Trust. Notwithstanding the
foregoing, this Contingent Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time the Company must restore payment
of any sums paid under this Contingent Guarantee or the Holders must restore
payment of any sums paid under any of the Guarantees for any reason whatsoever.

                                   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 Contingent 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 Contingent 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


                                      21
<PAGE>

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 Class B 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 Contingent 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 Contingent Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the
benefit of the Company.

      Section 9.02. Amendments. This Contingent Guarantee may be modified only
with the prior approval of the Guarantee Independent Director (as defined in
the LLC Agreement) acting on behalf of the Company. Sections 5.01, 5.02, 5.06
and the form of Exhibit A hereto may not be amended without the prior approval
of the Guarantee Independent Director acting at the direction of Holders of
100% in liquidation amount of the Class B Preferred Securities.

      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 Contingent 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
Company under this Contingent Guarantee 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 Company of any amount adjudged to be
so due in such other currency the Company may in accordance with normal banking
procedures purchase U.S. Dollars with such other currency.


                                      22
<PAGE>

      (c) If the amount of U.S. Dollars so purchased is less than the amount
originally due to the Company in U.S. Dollars, the Guarantor agrees, to the
fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify the Company against such loss.

      (d) If the amount of Dollars so purchased exceeds the amount originally
due to the Company in U.S. Dollars, the Company agrees to remit any remaining
amount to the Guarantor.

      Section 9.04. Assignment of the Contingent Guarantee. The Guarantor will
not assign its obligations under this Contingent Guarantee except in the case
of a merger, consolidation or sale of substantially all of the assets of the
Guarantor where the Guarantor is not the surviving entity.

      Section 9.05. Notices. All notices provided for in this Contingent
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 Company, at the Company's mailing address set forth
below:

          ABN AMRO Capital Funding LLC ____
          c/o The Corporation Trust Company
          Corporation Trust Center
          1209 Orange Street
          City of Wilmington
          County of New Castle, Delaware 19801

      (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
Company):

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

      (c) If given to the Guarantee Trustee, at the Guarantee Trustee's mailing
address set forth below:

          [ADDRESS]

      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


                                      23
<PAGE>

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 the Company or the Company 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.





                                      24
<PAGE>


      THIS CONTINGENT GUARANTEE is executed as of the day and year first above
written.

                              ABN AMRO [BANK][HOLDING] N.V.,
                              as Guarantor

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

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



                                    ABN AMRO CAPITAL FUNDING LLC [_____]

                              By:   [______________]

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

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


[_______________],
as Guarantee Trustee


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


<PAGE>

                                                                      EXHIBIT A

                         ABN AMRO [BANK][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 [Bank][Holding] N.V., a public limited liability company incorporated
under the laws of The Netherlands (the "Company"), pursuant to Section 5.02 of
the Contingent Guarantee Agreement dated as of [DATE] (the "Contingent
Guarantee"), executed and delivered by the Company, as guarantor, and ABN AMRO
Capital Funding LLC ____, 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 Contingent Guarantee):

      1. We have read and are familiar with the provisions of the Contingent
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 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 (and moneys [have][have not]2 been paid to or made
available for a sinking fund or for redemption of) any Ordinary Shares or any
Parity

---------
      (1)  Delete, if not applicable.


                                      A-1
<PAGE>

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 annually, if any, during the twelve month period
immediately preceding and including the date hereof.

      6. (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
Ordinary Shares that pay dividends semi-annually, if any, during the six 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
Ordinary Shares that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

      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 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)

      9. (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.


---------
      (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.


                                      A-2
<PAGE>

      (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)

      10. (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
Ordinary Shares 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 [BANK][HOLDING] N.V.


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

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



---------
      (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.

      (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