EXHIBIT 4.20


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                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT



                                       of



                      ABN AMRO CAPITAL FUNDING LLC [___ ]




                         Dated as of ____________, ___


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                                TABLE OF CONTENTS

                                 ---------------

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                  DEFINED TERMS

Section 1.01.  Definitions.....................................................1
Section 1.02.  Headings........................................................9

                                    ARTICLE 2
                               TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application................................9
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............................10
Section 2.05.  Evidence of Compliance with Conditions Precedent...............10
Section 2.06.  Events of Default; Waiver......................................11
Section 2.07.  Event of Default; Notice.......................................11
Section 2.08.  Rights of Holders..............................................11

                                    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...................................16
Section 4.02.  Appointment, Removal and Resignation of Manager Trustee........17
Section 4.03.  Indemnification and Expenses of the Manager Trustee............17

                                    ARTICLE 5
               CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS

Section 5.01.  Continuation...................................................18
Section 5.02.  Admission of Securityholders...................................18
Section 5.03.  Name...........................................................18
Section 5.04.  Term...........................................................18
Section 5.05.  Registered Agent and Office....................................18
Section 5.06.  Principal Place of Business....................................19
Section 5.07.  Qualification in Other Jurisdictions...........................19


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                                    ARTICLE 6
                   PURPOSE AND POWERS OF THE COMPANY; BY-LAWS

Section 6.01.  Purposes and Powers............................................19
Section 6.02.  By-Laws........................................................20

                                    ARTICLE 7
                CAPITAL CONTRIBUTIONS; ALLOCATIONS AND SECURITIES

Section 7.01.  Form of Contribution...........................................20
Section 7.02.  Contributions with Respect to the Common Securityholder........20
Section 7.03.  Contributions with Respect to the Preferred Securityholders....20
Section 7.04.  Allocation of Profits and Losses...............................20
Section 7.05.  Withholding....................................................21
Section 7.06.  Securities as Personal Property................................22

                                    ARTICLE 8
                                 SECURITYHOLDERS

Section 8.01.  Powers of Securityholders......................................22
Section 8.02.  Partition......................................................22
Section 8.03.  Resignation....................................................22
Section 8.04.  Liability of Securityholders...................................22

                                    ARTICLE 9
                                   MANAGEMENT

Section 9.01.  Management of the Company......................................23
Section 9.02.  Limits on Board of Directors' Powers...........................26
Section 9.03.  Reliance by Third Parties......................................27
Section 9.04.  No Management by Any Preferred Securityholders.................27
Section 9.05.  Business Transactions of the Common Securityholder
               with the Company...............................................27
Section 9.06.  Outside Businesses.............................................27
Section 9.07.  Duties of the Guarantee Independent Director and
               Independent Directors..........................................28

                                   ARTICLE 10
                   COMMON SECURITIES AND PREFERRED SECURITIES

Section 10.01.  Common Securities and Preferred Securities....................28
Section 10.02.  General Provisions Regarding Preferred Securities.............29
Section 10.03.  Class A Preferred Securities..................................29
Section 10.04.  [Class B] Preferred Securities................................30


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                                   ARTICLE 11
                               VOTING AND MEETINGS

Section 11.01.  Voting Rights of Preferred Securityholders....................38
Section 11.02.  Voting Rights of Common Securityholders.......................39
Section 11.03.  Meetings of the Securityholders...............................39

                                   ARTICLE 12
                                    DIVIDENDS

Section 12.01.  Dividends.....................................................40
Section 12.02.  Limitations on Distributions..................................41

                                   ARTICLE 13
                               BOARDS AND RECORDS

Section 13.01.  Financial Statements..........................................41
Section 13.02.  Limitation on Access to Records...............................41
Section 13.03.  Accounting Method.............................................41
Section 13.04.  Annual Audit..................................................41

                                   ARTICLE 14
                                   TAX MATTERS

Section 14.01.  Company Tax Returns...........................................42
Section 14.02.  Tax Reports...................................................42
Section 14.03.  Taxation as a Partnership.....................................42
Section 14.04.  Taxation of Securityholders...................................42

                                   ARTICLE 15
                                    EXPENSES

Section 15.01.  Expenses......................................................42

                                   ARTICLE 16
         TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS

Section 16.01.  Right of Assignee to Become a [Class B] Preferred
                Securityholder................................................43
Section 16.02.  Events of Cessation of Security Ownership.....................43
Section 16.03.  Persons Deemed [Class B] Preferred Securityholders............43
Section 16.04.  The [Class B] Preferred Certificates..........................44
Section 16.05.  Transfer of [Class B] Preferred Certificates..................44
Section 16.06.  Mutilated, Destroyed, Lost or Stolen [Class B]
                Preferred Certificates........................................46
Section 16.07.  Book-entry Provisions.........................................46


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Section 16.08.  Transfer of Class A Preferred Securities and
                Common Securities.............................................48

                                   ARTICLE 17
           MERGERS, CONSOLIDATIONS AND SALES; INTERCOMPANY SECURITIES

Section 17.01.  The Company...................................................49
Section 17.02.  Intercompany Securities.......................................50

                                   ARTICLE 18
                    DISSOLUTION, LIQUIDATION AND TERMINATION

Section 18.01.  No Dissolution................................................50
Section 18.02.  Events Causing Dissolution....................................50
Section 18.03.  Notice of Dissolution.........................................51
Section 18.04.  Liquidation...................................................51
Section 18.05.  Termination...................................................52

                                   ARTICLE 19
                                  MISCELLANEOUS

Section 19.01.  Amendments....................................................52
Section 19.02.  Amendment of Certificate......................................52
Section 19.03.  Successors....................................................52
Section 19.04.  Law; Severability.............................................52
Section 19.05.  Filings.......................................................53
Section 19.06.  Power of Attorney.............................................53
Section 19.07.  Exculpation...................................................54
Section 19.08.  Indemnification...............................................54
Section 19.09.  Notices.......................................................54


ANNEX A - By-Laws of Capital Funding LLC [ ]
ANNEX B - List of Initial Directors and Officers
ANNEX C - Form of Certificate Evidencing Class A Preferred Securities
ANNEX D - Form of Certificate Evidencing [Class B] Preferred Securities


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                            CROSS-REFERENCE TABLE(1)


         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.


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      THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ABN AMRO
CAPITAL FUNDING LLC [__] (the "Company") is made as of [__], among the Initial
Common Securityholder (as defined herein), [the Class A Preferred
Securityholder], the Initial Purchaser (as defined below) and [__], as Manager
Trustee (as defined below) for the benefit of the Persons (as defined below) who
may become [Class B] Preferred Securityholders of the Company from time to time
in accordance with the provisions hereof.

      WHEREAS, ABN AMRO North America Holding Company 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 otherwise set forth in a supplement, a
schedule or an amendment hereto, or unless the context otherwise requires, the
terms defined in this Article 1 shall, for the purposes of this Agreement, have
the meanings herein specified.

<PAGE>

      "Additional Amounts" has the meaning specified in Section 10.04(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 hereof.

      "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 [Class B]
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, Amsterdam and
Luxembourg 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 [Class B] 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 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


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Company with the office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act.

      "[Class A Preferred Certificate" means a certificate substantially in the
form attached hereto as Annex C, evidencing the Class A Preferred Securities
held by a Class A Preferred Securityholder.]

      "[Class A Preferred Securities" has the meaning specified in Section
10.03.]

      "[Class A Preferred Securityholder" means a Securityholder that owns one
or more Class A Preferred Securities.]

      "[Class B] Dividend Payment Date" has the meaning set forth in Section
10.04(b).

      "[Class B] Dividend Period" has the meaning set forth in Section 10.04(b).

      "[Class B] Guarantee" means the [Class B] Preferred Securities Guarantee
Agreement dated as of [DATE] among the Guarantor, the Initial Holder (as defined
therein), and the Guarantee Trustee.

      "[Class B] Preferred Certificate" means a certificate substantially in the
form attached hereto as Annex D, evidencing the [Class B] Preferred Securities
held by a [Class B] Preferred Securityholder.

      "[Class B] Preferred Securities" has the meaning specified in Section
10.04.

      "[Class B] Preferred Securityholder" means a Securityholder that owns one
or more [Class B] 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.


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      "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 10.04(h).

      "Contingent Guarantee" means the Contingent Guarantee Agreement dated as
of [DATE], among the Guarantor, the Company and the Guarantee Trustee.

      "Delaware Act" has the meaning specified in the first Recital of this
Agreement.

      "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 Rate" means [__] per annum.

      "DTC" means The Depository Trust Company, a New York corporation.

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

      "Event of Default" means the non-payment of dividends on the [Class B]
Preferred Securities for four consecutive [Class B] Dividend Periods or any six
[Class B] 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
10.04(i)(iii).

      "Guarantee Trustee" means [__], as Guarantee Trustee under the [Class B]
Guarantee, the Trust Guarantee and the Contingent Guarantee.


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<PAGE>

      "Guarantor" means [ABN AMRO Holding. N.V. / ABN AMRO Bank N.V.].

      "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.

      "Holding" means ABN AMRO Holding N.V.

      "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
[Class B] Preferred Securityholders in accordance with the provisions hereof.

      "Initial Class A Preferred Securityholder" means [__].

      "Initial [Class B] Preferred Securityholder" means [__].

      "Initial Common Securityholder" means [__]

      "Initial Intercompany Securities" means [TITLE OF SECURITIES].

      "Initial Purchaser" means [__], as initial purchaser of the [Class B]
Preferred Securities.

      "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 [Class B] Guarantee thereunder, as confirmed in an opinion of a nationally
recognized Dutch law firm experienced in such matters.

      "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


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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 [__], until a Successor Manager Trustee has been
appointed and has accepted such appointment pursuant to the terms of this
Agreement and thereafter means each such Successor Manager Trustee.

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

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

      "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 and acting in accordance with the
provisions of this Agreement and of the By-Laws.

      "Officers' Certificate" means, with respect to the Company, a certificate
signed by two Officers.

      "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 [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 the [Class B] Guarantee and the
Trust 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.

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


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<PAGE>

      "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.

      "Power of Attorney" means the power of attorney granted pursuant to
Section 19.06.

      "Preferred Securities" means the [Class A Preferred Securities and the]
[Class B] Preferred Securities.

      "Preferred Securityholder" means a Securityholder that holds one or more
Preferred Securities.

      "Qualified Subsidiary" 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.

      "Redemption Notice" has the meaning specified in Section 10.04(e).

      "Redemption Price" has the meaning set forth in Section 10.04(d).

      "Registrar" has the meaning specified in Section 16.05.

      "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.

      "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.


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<PAGE>

      "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 [DATE] among
the Common Securityholder, 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.

      "Successor Intercompany Securities" has the meaning specified in Section
6.01.

      "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, 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 [Class B] Preferred
Securities, there is more than an insubstantial risk that the Company is, or
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 other governmental charge on any Intercompany
Security in respect of payment made


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<PAGE>

to the Company on such Intercompany Security shall not constitute a Tax Event
under any circumstances.

      "Tax Matters Partner" means [__] designated as such in Section 14.01.

      "Transfer Agent" has the meaning specified in Section 16.05.

      "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" means ABN AMRO Capital Funding Trust [ ], a Delaware statutory
trust.

      "Trust Common Securities" means the [Common Securities] issued by the
Trust.

      "Trust Guarantee" means the Trust Securities Guarantee Agreement dated as
of [DATE] among the Guarantor, the Initial Holders named therein, and the
Guarantee Trustee.

      "Trust Preferred Securities" means the [Preferred Securities] issued by
the Trust.

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

      "Underwriting Agreement" means the Purchase Agreement dated as of [DATE]
among [PARTIES] and the Underwriters named therein relating to the sale and
issuance of Trust Preferred Securities.

      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) 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.


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<PAGE>

      (b) 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 [Class B]
Preferred Securities are not held 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 [Class B] Preferred
Securityholders. If the Manager Trustee is not the Registrar, the Company, or
the Common Securityholder 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 [Class B] 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 [Class B] 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.

      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 Officers'
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 Officers' Certificate and shall
include:


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<PAGE>

      (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 [Class B] Preferred Securities may, by vote, on behalf
of the [Class B] 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 [Class B]
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.

      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 [Class B] 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
[Class B] 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 [Class B] 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.


                                       11
<PAGE>

      (b) If the Manager Trustee fails to enforce its rights under this
Agreement after a [Class B] Preferred Securityholder has made a written request,
such [Class B] 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 [Class B]
Preferred Securityholder may take any action authorized by this Agreement and
may directly institute a proceeding in such [Class B] Preferred Securityholder's
own name against the Company for enforcement of this Agreement for such payment
or the Guarantor for enforcement of the [Class B] 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 [Class B]
Preferred Securityholders, and the Manager Trustee shall not transfer this
Agreement to any Person except a [Class B] 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 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 [Class B] 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:


                                       12
<PAGE>

            (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 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.


                                       13
<PAGE>

      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 Officers' 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 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 Officers' 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 [Class B] Preferred Securityholder, unless such [Class
      B] 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


                                       14
<PAGE>

      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.

            (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 [Class B] 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 [Class B] 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.


                                       15
<PAGE>

      (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.

                                    ARTICLE 4
                                 MANAGER TRUSTEE

      Section 4.01. Manager Trustee; Eligibility. (a) 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, 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.


                                       16
<PAGE>

      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 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
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. The
Common Securityholder 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


                                       17
<PAGE>

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
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, the Common Securityholder shall become and be designated as,
automatically and without any further act on the part of any Person being
necessary, the Initial Common Securityholder [and Class A Preferred
Securityholder]. Upon the execution of this Agreement and payment to the Company
for the [Class B] 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 [Class B] Preferred Securityholder.

      Section 5.03. Name. The name of the Company heretofore formed and
continued hereby is "ABN AMRO Capital Funding LLC [ ]." 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


                                       18
<PAGE>

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. 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 [Class B] 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
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 Holding, 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,

      (c) to enter into and, under the circumstances set forth in Section
10.04(h) hereof, to enforce the Contingent Guarantee for the sole benefit of the
[Class B] 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


                                       19
<PAGE>

contemplated by the preceding sentence. The Company shall have the power and
authority to take any and all actions necessary, appropriate, proper, advisable,
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 $[__].

      Section 7.03. Contributions with Respect to the Preferred Securityholders.
(a) [The Class A Preferred Securityholder shall contribute to the Company on or
prior to the Closing Date, in connection with the purchase of Class A Preferred
Securities, cash in the amount of $[__].]

      (b) On the Closing Date with respect to the issuance of [Class B]
Preferred Securities, the Initial Purchaser shall, in exchange for a definitive
[Class B] Preferred Certificate, contribute to the capital of the Company on
behalf of the Holders of such [Class B] Preferred Securities, contribute an
amount in cash equal to the gross proceeds from the sale of the [Class B]
Preferred Securities, or where the Holder of the [Class B] Securities is the
Trust, 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 10.03 or 10.04, the profits and losses of the Company for
any Fiscal Year (or portion thereof) shall be allocated as follows:


                                       20
<PAGE>

      (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 [Class B] 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 (i) pro rata among the
Preferred Securityholders until the amount so allocated to each Preferred
Securityholder equals the amount of dividends declared and attributable to such
Period (or portion thereof) as determined on a daily accrual basis with respect
to the Preferred Securities held by such Securityholder and (ii) thereafter to
the Common Securityholders provided that if dividends are declared on the Class
A Preferred Securities, gross income shall be allocated to the Class A Preferred
Securityholder in the amount of such dividends before any allocations pursuant
to (i) or (ii); 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 10.04, 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 [Class B] 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.


                                       21
<PAGE>

      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.

                                   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.


                                       22
<PAGE>

                                    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 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
10.04(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 10.04(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 [Class B]
Preferred Securityholders pursuant to Section 10.04(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.


                                       23
<PAGE>

      (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 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 the Bank 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;


                                       24
<PAGE>

            (viii) to establish or set aside in their discretion any reserve or
      reserves for contingencies and for any other proper Company purpose;

            (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 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;

            (xv) to prepare and cause to be prepared reports, statements,
      Officers' 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;

            (xvi) to prepare and file all necessary returns and statements and
      pay all taxes, assessments and other impositions applicable to the assets
      of the Company;

            (xvii) to amend this Agreement in accordance with Section 19.01
      hereof; and


                                       25
<PAGE>

            (xviii) 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, and the Common Securityholder 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.

      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;

            (iv) (perform any act that would subject any [Class B] Preferred
      Securityholder to liability for the debts, obligations or liabilities of
      the Company in any jurisdiction;


                                       26
<PAGE>

            (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 10.04(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.

      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


                                       27
<PAGE>

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
10.04(i)(iii) shall take into account only the interests of the holders of the
[Class B] 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
10.04(i)(ii) shall, in making decisions with respect to the declaration of
dividends or other matters affecting the rights of the [Class B] Preferred
Securityholders as set forth in Section 10.04, take into account only the
interests of the holders of the [Class B] Preferred Securities and, with respect
to all other matters, the interests of the Common Securityholders, [the Class A
Preferred Securityholders,] and the [Class B] 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 [Class B]
Preferred Securityholders, the Independent Directors shall owe the [Class B]
Preferred Securityholders fiduciary duties comparable to those that a director
of a Delaware corporation owes to common shareholders of such corporation.

                                   ARTICLE 10
                   COMMON SECURITIES AND PREFERRED SECURITIES

      Section 10.01. Common Securities and Preferred Securities. (a) The
Securities of the Company shall be divided into Common Securities and Preferred
Securities, and the Preferred Securities shall be divided into two separate
classes. 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 $[__] in cash contributed by the Common
Securityholder to the Company pursuant to Section 7.02.

      (b) 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.


                                       28
<PAGE>

      (c) A Preferred Security shall be represented by the corresponding
Preferred Securities Certificate. Common Securities shall not be evidenced by
any certificate or other written instrument, but shall only be evidenced by this
Agreement.

      (d) 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.

      (e) In purchasing the Preferred Securities, each Preferred Securityholder
agrees with the [Common Securityholder] and the Company that the [Common
Securityholder], 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 the [Common
Securityholder] or in any other Person.

      Section 10.02. General Provisions Regarding Preferred Securities. (a)
There are hereby authorized for issuance and sale Preferred Securities having an
aggregate liquidation amount of $[__]. The specific designation, dividend rate,
liquidation amount, redemption terms, voting rights, exchange limitations and
other powers, preferences and special rights and limitations of [the Class A
Preferred Securities and] the [Class B] Preferred Securities are set forth
respectively in Sections 10.03 and 10.04 hereof.

      (b) The Preferred Securities shall rank senior to all other Securities in
respect of the right to receive dividends or other distributions and 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 hereof. All Preferred Securities redeemed,
purchased or otherwise acquired by the Company shall be canceled.

      (c) [The Class A Preferred Securities shall rank senior to the [Class B]
Preferred Securities in respect of the right to receive dividends or other
distributions and 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 hereof; provided
that the Guarantee Independent Director shall enforce the Contingent Guarantee
solely for the benefit of the [Class B] Preferred Securityholders and, solely
with respect to the Contingent Distribution, the [Class B] Preferred Securities
shall rank senior to the Class A Preferred Securities.]

      Section 10.03. [Class A Preferred Securities.]

      (a) [Designation. There shall hereby be designated as a class of Preferred
Securities the Class A Preferred Securities (the "Class A Preferred
Securities"). The Class A Preferred Securities shall have a liquidation amount
of


                                       29
<PAGE>

$[__] per Class A Preferred Security and shall be issued in an aggregate
liquidation amount of $[__]. One-hundred percent of the Class A Preferred
Securities at any time outstanding shall be owned by the Common Securityholder.]

      (b) [Class A Dividend Rights. Class A Preferred Securityholders shall be
entitled to receive when, as and if declared by the Board of Directors out of
assets of the Company legally available therefor, dividends in cash or in assets
of the Company, including in the form of Intercompany Securities. The Board of
Directors may declare a dividend on the Class A Preferred Securities at any
time.]

      (c) [Redemption Terms. The Class A Preferred Securities shall not be
redeemable.]

      (d) [Voting Rights. The Class A Preferred Securityholders shall not be
entitled to vote other than as provided for elsewhere in this Agreement.]

      (e) [Liquidation Distribution. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the Company, the Class A
Preferred Securityholders shall be entitled to receive the Intercompany
Securities (including interest accrued and unpaid thereon) as their liquidation
distribution.]

      Section 10.04. [Class B] Preferred Securities.

      (a) Designation. There shall hereby be designated as a class of Preferred
Securities the [__] Noncumulative Guaranteed [Class B] Preferred Securities
(the "[Class B] Preferred Securities"). The [Class B] Preferred Securities
shall have a liquidation amount of $[__] per [Class B] Preferred Security. The
[Class B] Preferred Securities shall be issued in an aggregate liquidation
amount of $[__].

      (b) [Class B] Dividend Rights. (i) [Class B] Preferred Securityholders
shall be entitled to receive when, as and if declared by the Board of Directors
out of assets of the Company legally available therefor, cash dividends from the
date of original issuance of the [Class B] Preferred Securities payable on a
noncumulative basis, [quarterly] in arrears on the last calendar day of [MONTH],
[MONTH], [MONTH] and [MONTH] of each year (each a "[Class B] Dividend Payment
Date") commencing [DATE]. "[Class B] Dividend Periods" shall commence on a
[Class B] Dividend Payment Date, and end on the day that precedes the next
succeeding [Class B] Dividend Payment Date; provided, however, that the first
[Class B] Dividend Period shall commence on and include the original issue date
of the [Class B] Preferred Securities and shall end on and include [DATE].

            (ii) With respect to each [Class B] Dividend Period, dividends shall
      be payable on the liquidation amount of the [Class B] Preferred Securities
      at the Dividend Rate, calculated on the basis of a 360-day year


                                       30
<PAGE>

      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 [Class B]
      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 [Class B] 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 [Class B] 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 [Class B] Preferred
      Securities shall be (A) for as long as either (I) the [Class B] Preferred
      Securities are in book-entry form or (II) the Trust is the Securityholder
      of the [Class B] Preferred Securities and the Trust Preferred Securities
      remain in book-entry form, one Business Day prior to the relevant [Class
      B] Dividend Payment Date and (B) in the event that neither the [Class B]
      Preferred Securities nor, if the Trust is the Securityholder of the [Class
      B] Preferred Securities the Trust Preferred Securities, are in book-entry
      form, the 15th day of the month in which the relevant [Class B] Dividend
      Payment Date occurs (without regard to Section 10.04(b)(ii) hereof).

            (iv) The right of [Class B] Preferred Securityholders to receive
      dividends is noncumulative. Accordingly, if the Board of Directors does
      not declare a dividend in respect of any [Class B] Dividend Period, [Class
      B] Preferred Securityholders shall have no right to receive a dividend in
      respect of such [Class B] Dividend Period, and the Company shall have no
      obligation to pay a dividend in respect of such [Class B] Dividend Period,
      whether or not dividends are declared payable in respect of any future
      [Class B] Dividend Period.

            (v) If any [Class B] Preferred Securities are outstanding, no
      dividends or other distributions shall be declared or paid or set apart
      for payment on any Common Securities for any [Class B] Dividend Period
      unless all dividends, if any, in respect of the relevant [Class B]
      Dividend Period have been declared, at the Dividend Rate, and paid in
      full.

            (vi) The declaration of dividends on the [Class B] Preferred
      Securities shall not be authorized in respect of any [Class B] 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


                                       31
<PAGE>

                  (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) any subsidiary of the Guarantor has
            neither made nor 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 [Class
      B] Preferred Securities on:

                  (x) the four consecutive [Class B] 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 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 [Class B] 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 [Class B] 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.


                                       32
<PAGE>

            (viii) Notwithstanding clause (vi), the Board of Directors shall be
      authorized to declare dividends on a pro rata basis on the [Class B]
      Preferred Securities on:

                  (x) the four consecutive [Class B] 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 [Class B] 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 [Class B] 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
      [Class B] Preferred Securities, when, and to the extent authorized under
      clauses (vii) or (viii) above, then such dividends on the [Class B]
      Preferred Securities shall be deemed declared to the extent authorized,
      and the [Class B] 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.

            (x) The declaration and payment of dividends on the [Class A]
      Preferred Securities shall not be a condition to the declaration and
      payment of dividends on the [Class B] Preferred Securities.

      (c) Payments of Additional Amounts. All payments in respect of the [Class
B] Preferred Securities by the Company 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 Company
shall pay, as further dividends, such additional amounts as may be necessary in
order that the net amounts received by the [Class B] Preferred Securityholders
after such withholding or deduction will equal the amount which would have been
received in respect of the [Class B] Preferred Securities in the absence of such
withholding or deduction (the "Additional Amounts"), except that no Additional
Amounts are payable to a [Class B] Preferred Securityholder (or to a third party
on such [Class B] Preferred Securityholder'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 [Class B] Preferred Securityholder (or the beneficial
owner of such [Class B] Preferred Securities) having some connection with the
Relevant


                                       33
<PAGE>

Jurisdiction, other than being a [Class B] Preferred Securityholder (or
beneficial owner) of such [Class B] Preferred Securities, (ii) to the extent
that such Tax is imposed or levied by virtue of such [Class B] 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 [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.

      (d) Redemption Terms. (i) The [Class B] Preferred Securities shall be
redeemable at the option of the Company, in whole or in part, as set forth in
the [Class B] Securities Certificates.

            (ii) If fewer than all the outstanding [Class B] Preferred
      Securities are to be redeemed, then the number of [Class B] 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 [Class B] Preferred
      Securities or any Trust Preferred Securities may then be listed and, if
      the [Class B] 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 [Class B] Preferred Securities in
      writing of the [Class B] Preferred Securities selected for partial
      redemption and, in the case of any [Class B] Preferred Securities selected
      for partial redemption, the liquidation preference thereof to be redeemed.

            (iii) The Company shall have the right, upon the occurrence of a
      Special Redemption Event, to redeem the [Class B] Preferred Securities, in
      whole (but not in part), at any time, at the Redemption Price.

            (iv) In the event that payment of the Redemption Price in respect of
      any [Class B] Preferred Securities is improperly withheld or refused and
      not paid either by the Company or by the Guarantor pursuant to the [Class
      B] Guarantee, dividends on such [Class B] Preferred Securities, shall
      continue to accumulate from the date fixed for redemption to the date of
      actual payment of such Redemption Price.


                                       34
<PAGE>

      Any redemption of [Class B] 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 [Class B] 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 [Class B]
Preferred Securities (a "Redemption Notice") will be given by the Board of
Directors on behalf of the Company by mail to each [Class B] 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
10.04(e), a Redemption Notice shall be deemed to be given on the day such notice
is first mailed, by first-class mail, postage prepaid, to [Class B] Preferred
Securityholders. Each Redemption Notice shall be addressed to the [Class B]
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 [Class B]
      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 authority to pay the
      Redemption Price in respect of the [Class B] Preferred Securities held
      through DTC in global form or (B) if the [Class B] 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 [Class B] Preferred Securities and will give to the Paying Agent
      irrevocable instructions and authority to pay such amounts to the [Class
      B] Preferred Securityholders, upon surrender of their certificates, by
      check, mailed to the address of the relevant [Class B] 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 [Class B] Preferred
      Securities, payment of cash shall be made by wire in same day funds to the
      [Class B] 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 [Class B] 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 [Class B] Preferred
      Securities will not accumulate dividends or bear interest.


                                       35
<PAGE>

      In the event that any date fixed for redemption of [Class B] 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 [Class B] Preferred
Securityholders at the time outstanding shall, subject to the limitations
described herein, be entitled to receive the liquidation preference of $[__] per
[Class B] Preferred Security, plus, in each case, accumulated and unpaid
dividends for the then current [Class B] Dividend Period to the date of the
final distribution of assets of the Company, in respect of each [Class B]
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 [Class A] Preferred
Securityholders, and before any distribution of assets is made to Common
Securityholders. In addition, the Guarantee Independent Director shall enforce
the Contingent Guarantee on behalf of the Company solely for the benefit of the
[Class B] Preferred Securityholders and, solely with respect to the Contingent
Distribution, the [Class B] Preferred Securities shall rank senior to the [Class
A] Preferred Securities.

      (g) [Class B] Guarantee. To the extent set forth in the [Class B]
Guarantee, the Guarantor has agreed to pay to the [Class B] Preferred
Securityholders, as and when due, the Guarantee Payments (as defined in Section
5.01 of the [Class B] Guarantee). As set forth in the [Class B] Guarantee, the
obligations of the Guarantor under the [Class B] Guarantee shall be several and
independent of the Company's obligations hereunder. The [Class B] Preferred
Securityholders, by acceptance of such [Class B] Preferred Securities,
acknowledge and agree to the subordination provisions in, and other terms of,
the [Class B] 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 10.04(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 [Class B]
Preferred Securityholder under the [Class B] 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


                                       36
<PAGE>

the claim of the Company under the Contingent Guarantee without prejudice to the
claims of the Guarantee Trustee or the [Class B] Preferred Securityholders under
the [Class B] 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 [Class B] 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 [Class B] Preferred Securities, as determined
in accordance with Section 10.04(b)(iii), except to the extent any such Holders
received payments of a related claim under the [Class B] Guarantee or the Trust
Guarantee.

      (i) Voting Rights. (i) Except as expressly required by applicable law, or
except as indicated below, the [Class B] Preferred Securityholders shall not be
entitled to vote. In the event the [Class B] Preferred Securityholders are
entitled to vote as indicated below, each [Class B] Preferred Security shall be
entitled to one vote on matters on which holders of the [Class B] Preferred
Securities are entitled to vote.

            (ii) If for four consecutive [Class B] Dividend Periods or any six
      [Class B] Dividend Periods, dividends on the [Class B] 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 [Class B] Guarantee or the Trust Guarantee, the [Class
      B] 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 [Class B]
      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 [Class B] Preferred Securityholders convened for
      that purpose (which shall be called at the request of any [Class B]
      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 [Class B] Preferred
      Securities have been paid regularly at the Dividend Rate in full by the
      Company or the Guarantor under the [Class B] Guarantee or the Trust
      Guarantee for one calendar year and all other amounts due under the [Class
      B] 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 [Class B] Preferred Securities entitled to vote,


                                       37
<PAGE>

      at a meeting of the Company's Securityholders or of the [Class B]
      Preferred Securityholders entitled to vote thereon, called for that
      purpose.

            (iii) Upon occurrence of the non-payment within one day following
      the making of a claim under the [Class B] Guarantee by the Guarantee
      Trustee or a [Class B] Preferred Securityholder or under the Trust
      Guarantee by the Guarantee Trustee or a Holder of Trust Securities, the
      [Class B] 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 [Class B] 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 [Class B] Preferred
      Securityholders convened for that purpose (which shall be called at the
      request of any [Class B] 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 [Class B] Preferred Securities have been paid
      regularly at the Dividend Rate in full by the Company or the Guarantor
      under the [Class B] Guarantee or the Trust Guarantee for one calendar year
      and all other amounts due under the [Class B] 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 [Class B] Preferred
      Securities entitled to vote, at a meeting of the Company's
      Securityholders, or of the [Class B] Preferred Securityholders entitled to
      vote thereon, called for that purpose.

      (j) Listing. If either (i) the Initial Purchaser of the [Class B]
Preferred Securities is not the Trust, or (ii) the Initial Purchaser of the
[Class B] Preferred Securities is the Trust and such [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, then the Company 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, in the event of (ii)
hereof, on such other national securities exchange or similar organization as
the Trust Preferred Securities are then listed or quoted on.

                                   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


                                       38
<PAGE>

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 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;


                                       39
<PAGE>

      (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 10.04 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 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 10.04(b), or
deemed declared under Section 10.04(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
[Class


                                       40
<PAGE>

B] 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
Securities unless all dividends on the [Class B] 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 the Common Securityholder and
paid by the Common Securityholder.


                                       41
<PAGE>

                                   ARTICLE 14
                                   TAX MATTERS

      Section 14.01. Company Tax Returns. (a) [__] 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 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, the Common
Securityholder shall be responsible for, and shall pay, all expenses of the
Company, including, without limitation:


                                       42
<PAGE>

      (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
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 [Class B] Preferred
Securityholder. An assignee shall become a [Class B] 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 [Class B] Preferred Securityholders. The
Company may treat the Person in whose name any [Class B] Preferred Securities
Certificate shall be registered on the books and records of the Company as the
sole holder of such [Class B] Preferred Securities Certificate and of the [Class
B] Preferred Securities represented by such [Class B] 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 [Class B] Preferred
Securities


                                       43
<PAGE>

Certificate or in the [Class B] Preferred Securities represented by such [Class
B] 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 anything to the contrary herein, the Company agrees that at any
time that the Trust shall be a holder of any [Class B] 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 [Class B] Preferred Securities
represented by the preferred certificates of such holder.

      Section 16.04. The [Class B] Preferred Certificates. (a) The [Class B]
Preferred Certificates shall be issued in minimum denominations of $[__]
liquidation preference and integral multiples thereof. Each [Class B] Preferred
Certificate shall be signed, manually, by the President, any Vice President or
the Secretary of the Company. [Class B] 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 [Class B] Preferred Certificates
or did not hold such offices at the date of delivery of such [Class B] Preferred
Certificates. A transferee of a [Class B] Preferred Certificate shall become a
Securityholder upon due registration of such [Class B] Preferred Certificate in
such transferee's name pursuant to Section 16.05.

      (b) (i) If the Initial Purchaser is not the Trust, the Company shall cause
the [Class B] 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.

      (ii) If the Initial Purchaser is a Trust, the Company shall only issue
definitive [Class B] Preferred Certificates to the [Class B] Preferred
Securityholders unless and until the Company issues a global [Class B] Preferred
Certificate pursuant to Section 16.07. If the [Class B] 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 [Class B] 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 [Class B] Preferred Certificates. (a) The Board
of Directors shall provide for the registration of [Class B] Preferred
Certificates and of transfers of [Class B] Preferred Certificates in a record
thereof (the "Securities Register") and shall appoint a securities registrar
(the


                                       44
<PAGE>

"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 [Class B] Preferred
Certificate, the Board of Directors shall cause one or more new [Class B]
Preferred Certificates to be issued in the name of the designated transferee or
transferees. Every [Class B] Preferred Certificate surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Board of Directors duly executed by the [Class B] 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
[Class B] Preferred Certificate surrendered for registration of transfer shall
be canceled by the Board of Directors. A transferee of a [Class B] Preferred
Securities Certificate shall be admitted to the Company as a [Class B] Preferred
Securityholder and shall be entitled to the rights and subject to the
obligations of a [Class B] Preferred Securityholder hereunder upon receipt by
such transferee of a [Class B] Preferred Certificate. By acceptance of a [Class
B] Preferred Certificate, each transferee shall be bound by this Agreement. The
transferor of a [Class B] Preferred Certificate, in whole, shall cease to be a
[Class B] Preferred Securityholder at the time that the transferee of such
[Class B] Preferred Certificate is admitted to the Company as a [Class B]
Preferred Securityholder in accordance with this Section 16.05.

      (b) Upon surrender for registration of transfer of any [Class B] 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 and the Registrar shall countersign in
the manner provided in and to the extent required by Section 16.05 and deliver,
in the name of the designated transferee or transferees, one or more new [Class
B] 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 [Class B] Preferred Security during a period beginning at the
opening of business 15 days before the day of selection for redemption of such
[Class B] 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 [Class B] Preferred Security so selected for redemption in whole or
in part, except, in the case of any such [Class B] Preferred Security to be
redeemed in part, any portion thereof not to be redeemed.


                                       45
<PAGE>

      No service charge shall be made for any registration of transfer or
exchange of [Class B] 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 [Class B] Preferred
Certificates.

      Section 16.06. Mutilated, Destroyed, Lost or Stolen [Class B] Preferred
Certificates. If (a) any mutilated [Class B] Preferred Certificate shall be
surrendered to the Registrar, or if the Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any [Class B] 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 [Class B] 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, 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 [Class B] Preferred Certificate, a new
[Class B] Preferred Certificate of like class, tenor and denomination. In
connection with the issuance of any new [Class B] 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 [Class B] 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 [Class B] Preferred Certificate, as if originally
issued, whether or not the lost, stolen or destroyed [Class B] 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 upon
where Section 16.04(b) specifies that the [Class B] Preferred Securities shall
be issued in book-entry form. In that event, a global [Class B] Preferred
Certificate representing the Book-Entry Interests shall be delivered to DTC, the
initial clearing agency, by or on behalf of the Company. The global [Class B]
Preferred Certificate shall initially be registered on the books and records of
the Company in the name of Cede & Co., the nominee of DTC. In the event such
global [Class B] Certificate is issued following an event as specified in
Section 16.04(b)(ii), any previously issued and still outstanding definitive
[Class B] Preferred Certificates shall be of no further force and effect and no
[Class B] Preferred Securityholder will receive a new definitive [Class B]
Preferred Certificate representing such Holder's interests in such [Class B]
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 [Class B] Preferred Securityholder. Receipt of the
global [Class B] Preferred Certificate shall be


                                       46
<PAGE>

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 [Class B] Preferred
Securityholder. Unless and until new definitive, fully registered [Class B]
Preferred Certificates have been issued to the [Class B] Preferred
Securityholders pursuant to Section 16.07(c):

            (i) The provisions of this Section shall be in full force and
      effect;

            (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 [Class B] Preferred
      Securityholder and the sole holder of the [Class B] Preferred Certificates
      and shall have no obligation to any other [Class B] 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 [Class B] 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 [Class B]
      Preferred Securityholders will not be entitled to receive physical
      delivery of the [Class B] Preferred Securities in definitive form and will
      not be considered Holders thereof for any purpose under this Agreement,
      and no global [Class B] Preferred Certificate representing [Class B]
      Preferred Securities shall be exchangeable, except for another global
      [Class B] 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 [Class B] 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 [Class B] Preferred Securityholder
      under the Agreement.

      (b) Notices To Clearing Agency. Whenever a notice or other communication
to the [Class B] Preferred Securityholders is required under this Agreement,
unless and until definitive [Class B] Preferred Certificates shall have been
issued to the [Class B] 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


                                       47
<PAGE>

communications specified herein to be given to the [Class B] Preferred
Securityholders to the clearing agency, and shall have no obligations to any
other [Class B] Preferred Securityholders.

      (c) Definitive [Class B] Preferred Certificates. Definitive [Class B]
Preferred Certificates shall be prepared by the Company and exchangeable for the
global [Class B] 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 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 [Class B] 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 [Class B] Guarantee) under the Trust
Guarantee or the [Class B] Guarantee. Upon surrender of the global [Class B]
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 [Class B] Preferred Certificates to be
delivered to [Class B] 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 [Class B] Preferred
Certificate in accordance with this Section 16.07 shall be admitted to the
Company as a [Class B] Preferred Securityholder upon receipt of such definitive
[Class B] Preferred Certificate and shall be registered on the books and records
of the Company as a [Class B] Preferred Securityholder. The clearing agency or
the nominee of the clearing agency, as the case may be, shall cease to be a
[Class B] Preferred Securityholder under this Section 16.07(c) at the time that
at least one additional Person is admitted to the Company as a [Class B]
Preferred Securityholder in accordance herewith. The definitive [Class B]
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 [Class B] 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 [Class A Preferred Securities and] Common
Securities. (a) [The Initial Common Securityholder, as the initial holder of the
[Class A] Preferred Securities, shall have the right to transfer the [Class A]
Preferred Securities to the Bank or to one of the Bank's other U.S. or non-U.S.
branches. No Person other than the Bank or its U.S. and non- U.S. branches is
permitted to own the [Class A] Preferred Securities.]

      (b) The Initial Common Securityholder shall have the right to transfer the
Common Securities to Holding, the Bank or any one or more Qualified


                                       48
<PAGE>

Subsidiaries. No Person other than Holding, the Bank 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 [Class B] 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 obligations of the Company under the [Class B] Preferred Securities
or (y) substitutes for the [Class B] Preferred Securities other securities
having substantially the same terms as the [Class B] 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 [Class A] Preferred Securities or any successor [Class A]
Preferred Securities to the same extent that the [Class B] Preferred Securities
rank junior to the [Class A] Preferred Securities,] (ii) the Bank expressly
acknowledges such successor entity as the holder of the Intercompany Securities,
(iii) the [Class B] 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 [Class B]
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 [Class
B] 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 [Class B] 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,


                                       49
<PAGE>

consolidation, amalgamation, conversion or replacement will not adversely affect
the limited liability of the holders of the [Class B] 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 [Class B]
Guarantee with respect to the [Class B] 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.

      (b) The Company may not transfer the Intercompany Securities, except to a
holder of [Class A Preferred Securities] as a dividend or 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


                                       50
<PAGE>

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 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 not be dissolved until
all claims under the [Class B] Guarantee, the Trust Guarantee and the Contingent
Guarantee shall have been paid in full pursuant to the terms of the [Class B]
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 [Class B] Preferred Securityholders
holding not less than a 66-2/3% in liquidation amount of the [Class B] 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


                                       51
<PAGE>

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.

                                   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 [Class B] 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 [Class B] Preferred Security remains outstanding, the Board of Directors
shall not cause, or permit, any amendment to Section 10.04(b), 10.04(h), or
10.04(i)(iii) of this Agreement, unless such amendment shall have received the
prior unanimous approval of all [Class B] 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


                                       52
<PAGE>

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 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,


                                       53
<PAGE>

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.

      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 the Common Securityholder 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:

      [ADDRESS]

            (ii) If given to any Securityholder, at the address set forth in the
      Securities Register.


                                       54
<PAGE>

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.




                                       55
<PAGE>


      IN WITNESS WHEREOF, this Agreement is executed as of the date first above
stated.

                                    [Initial Common Securityholder]

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

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


                                    [Initial Purchaser]


                                    By the Regular Trustee

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


                                    [Manager Trustee],
                                       as Manager Trustee

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


                                       56
<PAGE>

                                                                   EXHIBIT 4.20

                                                                         Annex A
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement


                                     BY-LAWS

                                       OF

                       ABN AMRO Capital Funding LLC [___]


      These By-laws have been established as the By-laws of ABN AMRO Capital
Funding LLC [ ], a Delaware limited liability company (the "Company"), pursuant
to the Amended and Restated Limited Liability Company Agreement, dated as of
[__] (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.

<PAGE>

      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.

      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


                                       2
<PAGE>

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
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


                                       3
<PAGE>

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.

      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


                                       4
<PAGE>

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.

      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


                                       5
<PAGE>

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
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


                                       6
<PAGE>

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.

      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.


                                       7
<PAGE>

                                    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 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 [Class B]
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 [Class B] Preferred
Securities to be issued


                                       8
<PAGE>

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 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. The
Common Securityholder, as the Holder of the Common Securities, 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


                                       9
<PAGE>

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 the 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 the Common Securityholder
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. The Common Securityholder'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
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.


                                       10
<PAGE>

                                                                   EXHIBIT 4.20

                                                                         Annex B
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement



                            List of Initial Directors

                                     [NAMES]







                            List of Initial Officers

                     [NAME]                      [TITLE]

<PAGE>

                                                                   EXHIBIT 4.20

                                                                         Annex C
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement


         [FORM OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES]

THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING
N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES 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.

                                                               Aggregate Initial
Certificate Number R -                                    Liquidation Preference
                                      $[__]


                 CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF
                       ABN AMRO CAPITAL FUNDING LLC [__]

                          Class A Preferred Securities
                            (liquidation amount $[__]
                         per Class A Preferred Security)


      ABN AMRO Capital Funding LLC [__], a limited liability company formed
under the laws of the State of Delaware (the "Company"), hereby certifies that
[__] is the registered owner of $[__] aggregate initial liquidation preference
of Preferred Securities of the Company representing preferred limited liability
company interests in the Company, which are designated the Class A Preferred
Securities, liquidation amount $[__] per Class A Preferred Security (the "Class
A Preferred Securities"). The Class A 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 Class A 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,

<PAGE>

preferences and special rights and limitations of the Class A Preferred
Securities are set forth in, and this certificate and the Class A 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 April 1, 1999, as the same may be amended
from time to time in accordance with its terms (the "LLC Agreement"),
authorizing the issuance of the Class A 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 Class A Preferred Securities. Capitalized terms used herein but not
defined herein shall have the meaning given them in the LLC Agreement. The
Company will furnish a copy of the LLC Agreement to the Securityholder without
charge upon written request to the Company at its principal place of business.

      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 Class A
Preferred Securityholder, is bound by the LLC Agreement and is entitled to the
benefits thereunder.

      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 [___]


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




                                       2
<PAGE>

                                                                   EXHIBIT 4.20

                                                                         Annex D
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement


         [FORM OF CERTIFICATE EVIDENCING [CLASS B] PREFERRED SECURITIES]

      [IF THE CLASS B PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT:
This [Class B] 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
[Class B] Preferred Security is exchangeable for [Class B] 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 [Class B] Preferred Security (other than a transfer of this [Class B]
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 [Class B] 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 [Class B] 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.]


<PAGE>


                                                               Aggregate Initial
Certificate Number R -                                    Liquidation Preference
                                                            $[__]

                CERTIFICATE FOR [CLASS B] PREFERRED SECURITIES OF
                        ABN AMRO CAPITAL FUNDING LLC [__]

           [__] Noncumulative Guaranteed [Class B] Preferred Securities
                            (liquidation amount $[__]
                        per [Class B] Preferred Security)

      ABN AMRO Capital Funding LLC [__], a limited liability company formed
under the laws of the State of Delaware (the "Company"), hereby certifies that
_________________________ (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 [__] Noncumulative Guaranteed [Class B]
Preferred Securities, liquidation amount $[__] per [Class B] Preferred Security
(the "[Class B] Preferred Securities"). The [Class B] 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
[Class B] 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
[Class B] Preferred Securities are set forth in, and this certificate and the
[Class B] 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 [__], as the same
may be amended from time to time in accordance with its terms (the "LLC
Agreement"), authorizing the issuance of the [Class B] 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 [Class B] 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 [Class B] Preferred
Securities Guarantee Agreement dated as of [__], among the Guarantor, ABN AMRO
Capital Funding Trust [ ], as initial holder of [Class B] Preferred Securities
and [__], as trustee (the "[Class B] Guarantee") to the extent provided therein.
The Company will furnish a copy of the LLC Agreement and the [Class B] Guarantee
to the

                                       2
<PAGE>
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 [Class B] Guarantee with respect to this [Class B] 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 [Class B]
Preferred Security. The Securityholder, by accepting this certificate, is
deemed to have agreed to be bound by the provisions of the L.L.C. Agreement.
Upon receipt of this certificate, the Securityholder is admitted to the Company
as a [Class B] Preferred Securityholder, is bound by the L.L.C. Agreement and
is entitled to the benefits thereunder.




                                        3
<PAGE>


      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 [__]

                                 By: [Initial Common Securityholder]

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


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



                                 Guaranteed to the extent set forth in
                                 the [Class B] Guarantee dated ______,____.

                                 [ABN AMRO HOLDING N.V.][ABN AMRO BANK
                                       N.V.]

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


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



                       (see reverse for additional terms)


                                       4
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

      Dividends payable on each [Class B] Preferred Security will be fixed at a
rate per annum of [__]% of the stated liquidation amount of $[__] per [Class B]
Preferred Security. Dividends on the [Class B] 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 [Class B] Preferred
Securities will be noncumulative, will accrue from the date of initial issuance
and will be payable [quarterly in arrears, on March 31, June 30, September 30
and December 31] of each year, commencing on [__], if, as and when declared by
the Company. If the Trust Preferred Securities (or, if the Trust is liquidated,
the [Class B] Preferred Securities) are in book-entry only form, dividends will
be payable to the Holders of record of [Class B] 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 [Class B] 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
[Class B] 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 on any [Class B] Dividend Payment Date after [__], the [Class
B] Preferred Securities shall be redeemable at the option of the Company, in
whole or in part, at a redemption price of $[__] per [Class B] Preferred
Security, plus Additional Amounts, if any, plus any accumulated and unpaid
dividends for the then current [Class B] Dividend Period through the date of
redemption ("Redemption Price"). If fewer than all the outstanding [Class B]
Preferred Securities are to be redeemed, then the number of [Class B] 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 [Class B] Preferred Securities or any Trust
Preferred Securities may then be listed and, if the [Class B] Preferred
Securities or Trust Preferred Securities are


                                       5
<PAGE>


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 [Class B] Preferred Securities in writing of the [Class
B] Preferred Securities selected for partial redemption and, in the case of any
[Class B] Preferred Securities selected for partial redemption, the liquidation
preference thereof to be redeemed.

      The Company shall have the right, upon the occurrence of a Special
Redemption Event, to redeem the [Class B] Preferred Securities, in whole (but
not in part), at any time, at the Redemption Price.

      Any redemption of [Class B] 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 [Class B] 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 [Class B] Preferred
Securities will be given by the Board of Directors on behalf of the Company by
mail to each [Class B] 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 [Class
B] Preferred Securities is improperly withheld or refused and not paid either by
the Company or by the Guarantor pursuant to the [Class B] Guarantee, dividends
on such [Class B] Preferred Securities shall continue to accumulate from the
date fixed for redemption to the date of actual payment of such Redemption
Price.



                                       6
<PAGE>



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this [Class B]
Preferred Security Certificate to:


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        (Insert assignee's social security or tax identification number)


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                    (Insert address and zip code of assignee)

and irrevocably appoints

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agent to transfer this [Class B] Preferred Security Certificate on the books of
the Company. The agent may substitute another to act for him or her.

Date:
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Signature:
           ---------------------------------------------------------------------

          (Sign exactly as your name appears on the other side of this
                   [Class B] Preferred Security Certificate)


                                        7