EXHIBIT 4.21





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                      TRUST SECURITIES GUARANTEE AGREEMENT

                      ABN AMRO CAPITAL FUNDING TRUST [____]

                            Dated as of ______, ___


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                                TABLE OF CONTENTS

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                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS

Section 1.01.  Definitions and Interpretations...................1

                                    ARTICLE 2
                               TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application...............................6
Section 2.02.  Lists of Holders of Securities.................................7
Section 2.03.  Reports by the Guarantee Trustee...............................7
Section 2.04.  Periodic Reports to Guarantee Trustee..........................7
Section 2.05.  Evidence of Compliance with Conditions Precedent...............7
Section 2.06.  Events of Default; Waiver......................................7
Section 2.07.  Event of Default; Notice.......................................8
Section 2.08.  Rights of Holders..............................................8
Section 2.09.  Conflicting Interests..........................................8

                                    ARTICLE 3
          POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 3.01.  Powers, Duties and Rights of Guarantee Trustee.................9
Section 3.02.  Certain Rights of Guarantee Trustee...........................10
Section 3.03.  Not Responsible for Recitals or Issuance of Guarantee.........12

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

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

                                    ARTICLE 5
                                    GUARANTEE

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

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Section 5.07.  Taxes.........................................................18
Section 5.08.  Article 6:251 of DCC..........................................19
Section 5.09.  Article 6:253 of DCC..........................................19

                                    ARTICLE 6
                       LIMITATION OF TRANSACTIONS; RANKING

Section 6.01.  Limitation of Transactions....................................20
Section 6.02.  Ranking.......................................................21

                                    ARTICLE 7
                                   TERMINATION

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

                                    ARTICLE 8
                                 INDEMNIFICATION

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

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01.  Successors and Assigns........................................23
Section 9.02.  Amendments....................................................23
Section 9.03.  Judgment Currency Indemnity...................................23
Section 9.04.  Assignment of the Guarantor...................................24
Section 9.05.  Notices.......................................................24
Section 9.06.  Governing Law.................................................25
Section 9.07.  Jurisdiction..................................................25

EXHIBIT A   Guarantor's Officers' Certificate                               A-1
EXHIBIT B   Initial Holders List                                            B-1



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                            CROSS-REFERENCE TABLE(1)

Section of Trust Indenture Act                           Section of
of 1939, as amended                                       Guarantee
310(a)..............................................        4.01(a)
310(b)..............................................     2.09, 4.01(c)
310(c)..............................................     Inapplicable
311(a)..............................................        2.02(b)
311(b)..............................................        2.02(b)
311(c)..............................................     Inapplicable
312(a)..............................................        2.02(a)
312(b)..............................................        2.02(b)
313.................................................         2.03
314(a)..............................................         2.04
314(b)..............................................     Inapplicable
314(c)..............................................         2.05
314(d)..............................................     Inapplicable
314(f)..............................................     Inapplicable
315(a)..............................................   3.01(c), 3.01(d)
315(b)..............................................         2.07
315(c)..............................................        3.01(c)
315(d)..............................................        3.01(d)
316(a)..............................................         2.08



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


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      This TRUST SECURITIES GUARANTEE AGREEMENT (the "Guarantee") dated as of
[DATE], is executed and delivered by ABN AMRO [BANK][HOLDING] N.V., a public
limited liability company incorporated under the laws of The Netherlands (the
"Guarantor"), [______________], [TRUST COMMON SECURITIES OWNER], (collectively,
the "Initial Holders") and [________], a [________] banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Initial Holders and
any subsequent Holders (as defined herein) from time to time of the Trust
Securities (as defined herein) of ABN AMRO Capital Funding Trust [______], a
Delaware statutory trust (the "Issuer").

      WHEREAS, pursuant to an amended and restated trust agreement, dated as of
[DATE], among the trustees of the Issuer named therein, the sponsor of the
Issuer named therein, the Guarantor and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, as amended from time
to time (the "Trust Agreement"), the Issuer is issuing on the date hereof
[______] Noncumulative Guaranteed Trust Preferred Securities, having an
aggregate liquidation amount of $[___], designated the [___]% Noncumulative
Guaranteed Trust Preferred Securities (the "Trust Preferred Securities") and the
[___]% Trust Common Securities (the "Trust Common Securities" and together with
the Trust Preferred Securities, the "Trust Securities"); and

      WHEREAS, as incentive for the Initial Holders and any subsequent Holders
from time to time to purchase the Trust Securities, the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth in this
Guarantee, to pay to the Initial Holders and any subsequent Holders from time to
time of the Trust Securities the Guarantee Payments (as defined herein) and to
make certain other payments on the terms and conditions set forth herein;

      NOW, THEREFORE, in consideration of the purchase by each Initial Holder
and any subsequent Holders from time to time of Trust Securities, which purchase
the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes
and delivers this Guarantee for the benefit of the Initial Holders and any
subsequent Holders from time to time.

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS

      Section 1.01. Definitions and Interpretations. In this Guarantee, unless
the context otherwise requires:

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

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

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

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

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

      "Additional Amounts" means an amount paid as further Dividends in order
that the net amounts received by the Holders of the Trust Securities after
withholding or deduction of any Relevant Tax required by law equals the amount
which would have been received in respect of the Trust Securities in the absence
of such withholding or deduction, except that no Additional Amounts are payable
to a Holder of Trust Securities (or to a third party on the Holder's behalf)
with respect to any Trust Securities (i) to the extent that such Relevant Tax is
imposed or levied by virtue of such Holder (or the beneficial owner of such
Trust Securities) having some connection with the Relevant Jurisdiction, other
than being a Holder (or beneficial owner) of such Trust Securities, (ii) to the
extent that such Tax is imposed or levied by virtue of such Holder (or
beneficial owner) not having made a declaration of non-residence in, or other
lack of connection with, the Relevant Jurisdiction or any similar claim for
exemption, if the Guarantor or its agent has provided the beneficial owner of
such Trust Security or its nominee with at least 60 days' prior written notice
of an opportunity to make such a declaration or claim, or (iii) where such
withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 or any law implementing or complying with, or introduced in order
to conform to, [or substantially similar to] such Directive.

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

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

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

      "Bank" means ABN AMRO Bank N.V.


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      "Capital Funding LLC" means any ABN AMRO Capital Funding LLC.

      "[Class A Preferred Securities" means the Class A Preferred Securities of
a Capital Funding LLC.]

      ["Class B Guarantee" means a Company Securities Guarantee where the
Company Securities are Class B Preferred Securities of the Capital Funding LLC.]

      "[Class B Preferred Securities" means the Company Securities consisting of
Class B Preferred Securities representing ownership interests in the Capital
Funding LLC.]

      "Company" means [ISSUER OF SECURITIES HELD BY THE TRUST].

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

      "Company Securities" means the [SECURITIES] issued by the Company.

      "Company Securities Guarantee" means [the guarantee dated as of [DATE]
executed and delivered by the Guarantor, [____] as the initial purchaser of the
Company Securities, and [____] as the Company Securities Guarantee Trustee, for
the benefit of the holders from time to time of the Company Securities.]

      "Corporate Trust Office" means the principal trust office of the Guarantee
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at [ADDRESS].

      "Covered Person" means any Holder or beneficial owner of Trust Securities.

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

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

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

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


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

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

      "Holder" shall mean any Initial Holder or subsequent holder, as registered
on the books and records of the Issuer, of any Trust Security; provided,
however, that, in determining whether the holders of the requisite percentage of
Trust Securities have given any request, notice, consent or waiver hereunder
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.

      "Holding" means ABN AMRO Holding N.V.

      "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officer, director, shareholder, member, partner,
employee, representative, nominee, custodian or agent of the Guarantee Trustee.

      "Initial Intercompany Security" means [SECURITY] issued by the [ISSUER OF
INITIAL INTERCOMPANY SECURITY].

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

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

      "Majority in liquidation amount of the Trust Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s) of Trust Securities,
voting as a class, of more than 50% of the liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus


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accrued and unpaid Dividends to the date upon which the voting percentages are
determined) of all Trust Securities.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person.

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

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

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

      "Qualified 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.

      "Relevant Jurisdiction" means The Netherlands and, during any period any
Intercompany Security other than the Initial Intercompany Security is
outstanding, the jurisdiction of residence of any obligor on any such
Intercompany Security.

      "Relevant Tax" means any present or future taxes, duties, assessments or
governmental charges of whatever nature, imposed or levied by or on behalf of
any Relevant Jurisdiction or any authority therein or thereof having the power
to tax.

      "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee, including
any vice president, any assistant vice president, any secretary, any assistant
secretary,


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the treasurer, any assistant treasurer or other officer of the Guarantee Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

      "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.01.

      "Tax Event" means the receipt by the Guarantor or any of its Affiliates of
an opinion of a nationally recognized law firm or other tax adviser in the
United States or The Netherlands, as appropriate, experienced in such matters,
to the effect that, as a result of (i) any amendment to, or clarification of, or
change (including any announced prospective change) in, the laws or treaties (or
any regulations promulgated thereunder) of the United States or The Netherlands
or any political subdivision or taxing authority thereof or therein affecting
taxation, (ii) any Administrative Action or (iii) any amendment to,
clarification of, or change in the official position or the interpretation of
such Administrative Action or any interpretation or pronouncement that provides
for a position with respect to such Administrative Action that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification or change is effective, or which pronouncement or decision is
announced, on or after the date of issuance of the Trust Securities, there is
more than an insubstantial risk that the Issuer will be subject to more than a
de minimis amount of taxes, duties or other governmental charges; provided that
an obligation to withhold any present or future tax, duty, assessment or
governmental charge on any Intercompany Security in respect of payment made to
the Company on such Intercompany Securities shall not constitute a "Tax Event"
under any circumstances.

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

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

                                    ARTICLE 2
                               TRUST INDENTURE ACT

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


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

      Section 2.02. Lists of Holders of Securities. (a) The Guarantee Trustee
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders of Trust Securities.
If the Guarantee Trustee is not the Registrar, the Guarantor shall furnish to
the Guarantee Trustee quarterly on or before the last day of March, June,
September, and December in each year, and at such other times as the Guarantee
Trustee may request in writing, a list, in such form and as of such date as the
Guarantee Trustee may reasonably require, containing all the information in the
possession or control of the Registrar, the Guarantor or any of its paying
agents other than the Guarantee Trustee as to the names and addresses of Holders
of Trust Securities.

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

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

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

      Section 2.05. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314 (c) (1) may be given in the form of an Officers' Certificate.

      Section 2.06. Events of Default; Waiver. The Holders of a Majority in
liquidation amount of the Trust Securities may, by vote, on behalf of the
Holders of all of the Trust Securities, waive any past Event of Default and its
consequences except an Event of Default in respect of a covenant or provision


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<PAGE>

hereof which cannot be modified or amended without the consent of each Holder of
Trust Securities. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Guarantee, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.

      Section 2.07. Event of Default; Notice. (a) The Guarantee Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders of the Trust Securities, notices of
all Events of Default actually known to a Responsible Officer of the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, the Guarantee Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Trust Securities.

      (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer of the Guarantee Trustee shall
have received written notice, or a Responsible Officer of the Guarantee Trustee
charged with the administration of the Guarantee shall have obtained actual
knowledge, of such Event of Default.

      Section 2.08. Rights of Holders. (a) The Holders of a Majority in
liquidation amount of the Trust Securities shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee or exercising any trust or
power conferred upon the Guarantee Trustee under this Guarantee.

      (b) If the Guarantee Trustee fails to enforce its rights under the
Guarantee after a Holder of Trust Securities has made a written request, such
Holder of Trust Securities may institute a legal proceeding directly against the
Guarantor to enforce the Guarantee Trustee's rights under Article 5 of this
Guarantee, without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other person or entity. Notwithstanding the foregoing,
if the Guarantor has failed to make a Guarantee Payment, a Holder of Trust
Securities may directly institute a proceeding in such Holder's own name against
the Guarantor for enforcement of Article 5 of this Guarantee for such payment.

      Section 2.09. Conflicting Interests. The Trust Agreement shall be deemed
to be specifically described in this Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


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                                    ARTICLE 3
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

      Section 3.01. Powers, Duties and Rights of Guarantee Trustee. (a) This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
of the Trust Securities, and the Guarantee Trustee shall not transfer this
Guarantee to any Person except a Holder of Trust Securities exercising his or
her rights pursuant to Section 2.08(b) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, and such
vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such
Successor Guarantee Trustee.

      (b) If an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
enforce this Guarantee for the benefit of the Holders of the Trust Securities.

      (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee, and no implied covenants shall be read into this Guarantee
against the Guarantee Trustee. In case an Event of Default has occurred (that
has not been cured or waived pursuant to Section 2.06 and is actually known to a
Responsible Officer of the Guarantee Trustee), the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

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

            (i) Prior to the occurrence of any Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

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


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

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

            (iii) The Guarantee Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of a Majority in liquidation amount of the
      Trust Securities relating to the time, method and place of conducting any
      proceeding for any remedy available to the Guarantee Trustee, or the
      exercise of any trust or power conferred upon the Guarantee Trustee under
      this Guarantee; and

            (iv) No provision of this Guarantee shall require the Guarantee
      Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers, if the Guarantee Trustee shall
      have reasonable grounds for believing that the repayment of such funds or
      liability, or indemnity, satisfactory to the Guarantee Trustee, against
      such expense, risk or liability, is not assured to it under the terms of
      this Guarantee.

      Section 3.02. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.01:

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


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<PAGE>

            (ii) Any direction or act of the Guarantor contemplated by this
      Guarantee shall be sufficiently evidenced by an Officers' Certificate.

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

            (iv) The Guarantee Trustee shall have no duty to see to any
      recording, filing or registration of any instrument (or any rerecording,
      refiling or registration thereof).

            (v) The Guarantee Trustee may, at the expense of the Guarantor,
      consult with counsel of its selection, and the advice or opinion of such
      counsel with respect to legal matters shall be full and complete
      authorization and protection in respect of any action taken, suffered or
      omitted by it hereunder in good faith and in accordance with such advice
      or opinion. Such counsel may be counsel to the Guarantor or any of its
      Affiliates and may include any of its employees. The Guarantee Trustee
      shall have the right at any time to seek instructions concerning the
      administration of this Guarantee from any court of competent jurisdiction.

            (vi) The Guarantee Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Guarantee at the request
      or direction of any Holder, unless such Holder shall have provided to the
      Guarantee Trustee such security and indemnity, satisfactory to the
      Guarantee Trustee, against the costs, expenses (including attorneys' fees
      and expenses and the expenses of the Guarantee Trustee's agents, nominees
      or custodians) and liabilities that might be incurred by it in complying
      with such request or direction, including such reasonable advances as may
      be requested by the Guarantee Trustee; provided, that nothing contained in
      this Section 3.02(a)(vi) shall be taken to relieve the Guarantee Trustee,
      upon the occurrence of an Event of Default, of its obligation to exercise
      the rights and powers vested in it by this Guarantee.

            (vii) The Guarantee Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Guarantee Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or matters as it may see fit but shall incur no liability or additional
      liability of any kind by reason of such inquiry or investigation.


                                       11
<PAGE>


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

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

            (x) Whenever in the administration of this Guarantee the Guarantee
      Trustee shall deem it desirable to receive instructions with respect to
      enforcing any remedy or right or taking any other action hereunder, the
      Guarantee Trustee (i) may request written instructions from the Holders of
      a Majority in liquidation amount of the Trust Securities, (ii) may refrain
      from enforcing such remedy or right or taking such other action until such
      written instructions are received and (iii) shall be protected in
      conclusively relying on or acting in accordance with such written
      instructions.

            (xi) The Guarantee Trustee shall not be liable for any action taken,
      suffered, or omitted to be taken by it in good faith and reasonably
      believed by it to be authorized or within the discretion or rights or
      powers conferred upon it by this Guarantee.

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

      Section 3.03. Not Responsible for Recitals or Issuance of Guarantee. The
recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.


                                       12
<PAGE>

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

      Section 4.01. Guarantee Trustee; Eligibility. There shall at all times be
a Guarantee Trustee which shall:

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

            (ii) be a corporation organized and doing business under the laws of
      the United States of America or any State thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least 50 million U.S.
      dollars ($50,000,000), and subject to supervision or examination by
      Federal, State or District of Columbia authority. If such corporation
      publishes reports of condition at least annually, pursuant to law or to
      the requirements of the supervising or examining authority referred to
      above, then, for the purposes of this Section 4.01(a)(ii), the combined
      capital and surplus of such corporation shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published.

      (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.02(c).

      (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

      Section 4.02. Appointment, Removal and Resignation of Guarantee Trustee.
Subject to Section 4.02(b), the Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor except during an Event of Default.

      (b) The Guarantee Trustee shall not be removed in accordance with Section
4.02(a) until a Successor Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Guarantee
Trustee and delivered to the Guarantor.

      (c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such


                                       13
<PAGE>

appointment by instrument in writing executed by such Successor Guarantee
Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

      (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery of an instrument of removal or resignation, the Guarantee Trustee
resigning or being removed may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

      (e) No Guarantee Trustee shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.

      (f) Upon termination of this Guarantee or removal or resignation of the
Guarantee Trustee pursuant to this Section 4.02, and before the appointment of
any Successor Guarantee Trustee, the Guarantor shall pay to the Guarantee
Trustee all amounts to which it is entitled to the date of such termination,
removal or resignation.

                                    ARTICLE 5
                                    GUARANTEE

      Section 5.01. Guarantee. The Guarantor irrevocably and unconditionally
agrees, subject to the limitations set forth in this Guarantee, to pay in full
to each of the Initial Holders and each subsequent Holder from time to time,
whether such rights under this Guarantee are asserted by the Guarantee Trustee
or directly by any such Holder (without duplication of amounts theretofore paid
by the Issuer), if, as and when due, regardless of any defense, right of setoff
or counterclaim that the Issuer may have or assert:

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

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

            (iii) the $[___] liquidation amount per each Trust Security upon any
      voluntary or involuntary dissolution, liquidation or winding up of the
      Issuer (other than in connection with the distribution of Company
      Securities to the Holders as provided in the Trust Agreement), plus
      Additional Amounts thereon, if any;


                                       14
<PAGE>

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

      The Guarantor's obligation to make any of the payments listed in (i)
through (iii) above may be satisfied by direct payment of the required amounts
by the Guarantor to the Holders or by causing the Issuer to pay such amounts to
the Holders.

      Section 5.02. Delivery of Guarantor Certificate; Dividends Deemed
Declared. (a) As of each Dividend Date with respect to which the Issuer has not
paid Dividends in full at the Dividend Rate, the Guarantor shall deliver an
Officers' Certificate to the Guarantee Trustee substantially in the form
attached as Exhibit A hereto (the "Guarantor Certificate"); provided that
failure to deliver the Guarantor Certificate on or prior to any Dividend Date
with respect to which the Issuer has not paid Dividends in full at the Dividend
Rate, shall not constitute an Event of Default but shall result in Dividends on
all the Trust Securities then outstanding being deemed declared in full at the
Dividend Rate on such Dividend Date for the purposes of Section 5.01(i) hereof.

      (b) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
redeemed, repurchased or otherwise acquired (other than (I) in connection with
transactions effected by or for the account of customers of the Guarantor or any
of its subsidiaries or in connection with the distribution, trading or
market-making in respect of such securities, (II) in connection with the
satisfaction by the Guarantor or any of its subsidiaries of its obligations
under any employee benefit plans or similar arrangements with or for the benefit
of employees, officers, directors or consultants, (III) as a result of a
reclassification of the capital stock of the Guarantor or any of its
subsidiaries or the exchange or conversion of one class or series of such
capital stock for another class or series of such capital stock or (IV) the
purchase of fractional interests in shares of the capital stock of the Guarantor
or any of its subsidiaries pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged) for any
consideration (or moneys have been paid to or made available for a sinking fund
or for redemption of any such shares) any Ordinary Shares or any Parity
Securities during the twelve month period immediately preceding and including


                                       15
<PAGE>

such Dividend Date, then Dividends will be deemed declared in full at the
Dividend Rate on such Dividend Date for the purposes of Section 5.01(i) hereof.

      (c) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of the Ordinary Shares
that pay dividends annually during the twelve month period immediately preceding
and including such Dividend Date, then Dividends will be deemed declared in full
at the Dividend Rate on such Dividend Date for the purposes of Section 5.01(i)
hereof.

      (d) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of any Ordinary Shares
that pay dividends semi-annually during the six month period immediately
preceding and including such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate on such Dividend Date for the purposes of
Section 5.01(i) hereof.

      (e) If on any Dividend Date (1) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of any Ordinary Shares
that pay dividends quarterly during the three month period immediately preceding
and including such Dividend Date, then Dividends will be deemed declared in full
at the Dividend Rate on such Dividend Date for the purposes of Section 5.01(i)
hereof.

      (f) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and the Guarantor or any of its subsidiaries has declared
or made a dividend or other payment in respect of Parity Securities that pay
dividends annually during the twelve month period immediately preceding and
including such Dividend Date, either in full or at a percentage of a dividend
rate stated thereon, as set forth in paragraph 8 of the Guarantor Certificate
delivered as of such Dividend Date, then Dividends will be deemed declared in
full at the Dividend Rate or pro rata in accordance with Section 5.02(j) hereof,
as the case may be, on such Dividend Date for the purposes of Section 5.01(i)
hereof.

      (g) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of the Parity Securities
that pay dividends semi-annually during the six month period immediately
preceding and including such Dividend Date, either in full or at a percentage of
a dividend rate stated thereon, as set forth in paragraph 9 of the Guarantor
Certificate delivered as of such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate or pro rata in accordance with Section
5.02(j) hereof, as the case may be, on such Dividend Date for the purposes of
Section 5.01(i) hereof.


                                       16
<PAGE>

      (h) If on any Dividend Date (i) the Issuer has not paid Dividends in full
at the Dividend Rate and (ii) the Guarantor or any of its subsidiaries has
declared or made a dividend or other payment in respect of the Parity Securities
that pay dividends quarterly during the three month period immediately preceding
and including such Dividend Date, either in full or at a percentage of a
dividend rate stated thereon, as set forth in paragraph 10 of the Guarantor
Certificate delivered as of such Dividend Date, then Dividends will be deemed
declared in full at the Dividend Rate or pro rata in accordance with Section
5.02(j) hereof, as the case may be, on such Dividend Date for the purposes of
Section 5.01(i) hereof.

      (i) The amount of Dividends declared or deemed declared for purposes of
Section 5.01(i) hereof on all the Trust Securities then outstanding with respect
to any Dividend Date shall be equal to the greater of (i) the amount of
Dividends declared on such Dividend Date by the Trust or (ii) the amount of
Dividends deemed declared on such Dividend Date pursuant to subsection (a), (b),
(c), (d), (e), (f), (g) or (h) hereof.

      (j) In the event that Dividends are deemed declared on any Dividend Date
pursuant to this Section 5.02 pro rata with dividends and other payments on the
Parity Securities, such Dividends shall be deemed declared in proportion that
the aggregate amount available for payment of dividends on the Trust Securities
and the Parity Securities in the fiscal year in which such Dividend Date falls
bears to the aggregate full amount of stated dividends on the Trust Securities
and the Parity Securities payable in such fiscal year. If Dividends are deemed
declared on a pro rata basis, the Guarantor will select, in its sole discretion,
the date of the applicable market exchange rate to make the calculations
described above.

      Section 5.03. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first against the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

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

            (a) the release or waiver, by operation of law or otherwise, of the
      performance or observance by the Issuer of any express or implied
      agreement, covenant, term or condition relating to the Trust Securities to
      be performed or observed by the Issuer;

            (b) the extension of time for the payment by the Issuer of all or
      any portion of the Dividends, Redemption Price, liquidation preference or
      any other sums payable under the terms of the Trust Securities or the


                                       17
<PAGE>

      extension of time for the performance of any other obligation under,
      arising out of, or in connection with, the Trust Securities; provided,
      however, that nothing in this Guarantee shall affect or impair a valid
      extension;

            (c) any failure, omission, delay or lack of diligence on the part of
      the Holders to enforce, assert or exercise any right, privilege, power or
      remedy conferred on the Holders pursuant to the terms of the Trust
      Securities, or any action on the part of the Issuer granting indulgence or
      extension of any kind;

            (d) the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the
      Issuer or any of the assets of the Issuer;

            (e) any invalidity of, or defect or deficiency in, the Trust
      Securities;

            (f) the settlement or compromise of any obligation guaranteed hereby
      or hereby incurred; or

            (g) any other circumstance whatsoever that might otherwise
      constitute a legal or equitable discharge or defense of a guarantor, it
      being the intent of this Section 5.04 that the obligations of the
      Guarantor hereunder shall be absolute and unconditional under any and all
      circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

      Section 5.05. Action Against Guarantor. The Guarantor waives any right or
remedy to require that any action be brought first against the Issuer or any
other person or entity before proceeding directly against the Guarantor.

      Section 5.06. Independent Obligations. The Guarantor acknowledges that its
obligations hereunder are independent of the obligations of the Issuer with
respect to the Trust Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.04 hereof.

      Section 5.07. Taxes. All payments in respect of the Guarantee Payments
(including interest accrued thereon, if any) by the Guarantor shall be made
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


                                       18
<PAGE>

event, the Guarantor shall pay, as further Guarantee Payments, such additional
amounts as may be necessary in order that the net amounts received by a Holder
(or a third party on its behalf) after such withholding or deduction will equal
the amount which would have been received in respect of the Guarantee Payments
(including interest accrued thereon, if any) in the absence of such withholding
or deduction ("Guarantee Additional Amounts"), except that no such Guarantee
Additional Amounts shall be payable to a Holder (or a third party on its behalf)
with respect to any Guarantee Payments (including interest accrued thereon, if
any) (i) to the extent that such Relevant Tax is imposed or levied by virtue of
such Holder (or the beneficial owner of Trust Securities to which such Guarantee
Payments relate) having some connection with the Relevant Jurisdiction, other
than being a Holder (or beneficial owner of Trust Securities), (ii) to the
extent that such the Relevant Tax is imposed or levied by virtue of such Holder
(or beneficial owner) not having made a declaration of non-residence in, or
other lack of connection with, the Relevant Jurisdiction or any similar claim
for exemption, if the Guarantor or its agent has provided the beneficial owner
of such Trust Securities or its nominee with at least 60 days' prior written
notice of any opportunity to make such a declaration or claim, or (iii) where
such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 or any law implementing or complying with, or introduced in order
to conform to, [or substantially similar to] such Directive.

      Section 5.08. Article 6:251 of DCC. This Guarantee is a guarantee for the
benefit of each Holder from time to time of Trust Securities with respect to
each Trust Security held by such Holder. Upon transfer of any Trust Securities
to a third party, a Holder thereof shall no longer have any rights hereunder
with respect to such Trust Securities. The rights under this Guarantee with
respect to a Trust Security are not separately transferable from such Trust
Security. The Initial Holders, by their execution of this Guarantee, hereby
accept the rights under this Guarantee as initial purchasers of the respective
number of Trust Securities set forth next to their names in Exhibit B attached
hereto with the understanding that such rights shall be transferred by operation
of law to any subsequent Holder acquiring a Trust Security from an Initial
Holder or from a subsequent Holder. It is specifically intended by the parties
hereto that the rights under this Guarantee with respect to a Trust Security
shall be transferred by operation of law under Article 6:251 of the Dutch Civil
Code ("DCC") to a subsequent Holder of that Trust Security.

      Section 5.09. Article 6:253 of DCC. It is hereby irrevocably agreed and
stipulated, for free ("om niet" in the sense of the article referred to), by way
of third party stipulation ("derdenbeding") in the meaning of Article 6:253 of
DCC, for the benefit of each Holder (whether present or future) of a Trust
Security that, to the extent that any such Holder should not become entitled to
the rights under this Guarantee with respect to that Trust Security (whether by
operation of Article


                                       19
<PAGE>

6:251 of DCC as referred to in Section 5.08 hereof or otherwise), such Holder
shall become a beneficiary of the rights under (and accordingly a party to) this
Guarantee as set forth in Article 6:253 of DCC upon having become a Holder of
such Trust Security (unless such Holder has rejected such stipulation without
delay upon having become aware of it).

                                    ARTICLE 6
                       LIMITATION OF TRANSACTIONS; RANKING

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

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

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

      (d) The Guarantor for so long as any Trust Securities or, where the
Company is a Capital Funding LLC, Class B Preferred Securities remain
outstanding, (1) shall cause the Trust to remain a statutory trust and not to


                                       20
<PAGE>

      voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by the Trust Agreement, (2) shall use its commercially reasonable
efforts to ensure that the Trust will not be classified as other than a grantor
trust for United States federal income tax purposes, and (3) where the Company
is a Capital Funding LLC (i) shall cause the [CLASS A PREFERRED SECURITY-HOLDER]
to maintain 100% ownership of the Class A Preferred Securities, (ii) shall cause
the Company to remain a limited liability company, (iii) shall use its
commercially reasonable efforts to ensure that the Company will not be an
association or a publicly traded partnership taxable as a corporation for United
States federal income tax purposes.

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

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

      Section 6.02. Ranking. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to indebtedness of the Guarantor (other than any guarantee or
contractual right expressed to rank pari passu with or junior to this
Guarantee), (ii) pari passu with the Guarantor's obligations under the Parity
Guarantees, and (iii) senior to the Ordinary Shares. Any guarantee given
hereafter by the Guarantor with respect to preferred securities issued by a
subsidiary of the Guarantor and treated as Tier 1 regulatory capital by the
Guarantor that is silent as to seniority will rank pari passu with this
Guarantee.

                                    ARTICLE 7
                                   TERMINATION

      Section 7.01. Termination. This Guarantee shall terminate upon, and be of
no further force and effect from the earlier of (i) full payment of the
Redemption Price of all Trust Securities or purchase and cancellation of all
Trust Securities, (ii) upon the distribution of the Company Securities to the
Holders of all of the Trust Securities or (iii) upon full payment of the $[____]
liquidation amount, plus any accumulated and unpaid Dividends thereon, plus
Additional Amounts thereon, if any, as payable upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee will continue to be effective or
will


                                       21
<PAGE>

be reinstated, as the case may be, if at any time any Holder of Trust Securities
must restore payment of any sums paid under the Trust Securities or under this
Guarantee for any reason whatsoever.

                                    ARTICLE 8
                                 INDEMNIFICATION

      Section 8.01. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, expense, liability, damage or claim incurred by
reason of any act performed or omitted by such Indemnified Person in good faith
in accordance with this Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Guarantee or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's gross negligence or willful misconduct with respect to
such acts or omissions.

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

      Section 8.02. Indemnification. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any and all loss, liability, damage, claim or expense (including taxes other
than taxes based on the income of any such Indemnified Person) incurred without
gross negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 8.02 shall survive the termination of
this Guarantee or the earlier resignation or removal of the Guarantee Trustee.


                                       22
<PAGE>

                                    ARTICLE 9
                                  MISCELLANEOUS

      Section 9.01. Successors and Assigns. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders of the Trust Securities then outstanding.

      Section 9.02. Amendments. Except for those changes (i) required under
Section 6.01(a) above or (ii) provided for in the two penultimate sentences of
this paragraph, this Guarantee may be modified by the Guarantor and the
Guarantee Trustee only with the prior approval of the Holders of not less than
66 2/3% in liquidation amount of the Trust Securities (excluding any Trust
Securities held by the Guarantor or any of its Affiliates, other than Trust
Securities purchased or acquired by the Guarantor or its Affiliates in
connection with transactions effected by or for the account of customers of the
Guarantor or any of its Affiliates in connection with the distribution or
trading of or market-making in connection with such securities and except that
persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of
its Affiliates have pledged Trust Securities may vote or convert with respect to
such pledged securities pursuant to the terms of such pledge). This Guarantee
may be amended without the consent of the Holders of the Trust Securities to (i)
cure any ambiguity, (ii) correct or supplement any provision in this Guarantee
that may be defective or inconsistent with any other provision of this
Guarantee, (iii) add to the covenants, restrictions or obligations of the
Guarantor, (iv) conform to any change in the 1940 Act, the Trust Indenture Act
or the rules or regulations of either such Act and (v) modify, eliminate and add
to any provision of this Guarantee to such extent as may be necessary or
desirable; provided that no such amendment shall have a material adverse effect
on the rights, preferences or privileges of the Holders of the Trust Securities.
Sections 5.01, 5.02, 5.07 and the form of Exhibit A hereto may not be amended
without the prior approval of the Holders of 100% in liquidation amount of the
Trust Securities. The provisions of Section 13.02 of the Trust Agreement with
respect to meetings of Holders of the Trust Securities apply to the giving of
such approval. Any amendment hereof in accordance with this Section 9.02 shall
be binding on all the Holders.

      Section 9.03. Judgment Currency Indemnity. (a) If, for the purposes of
obtaining judgment in any court, it is necessary to convert an amount due from
the Guarantor under any provision of this Guarantee to a currency other than
U.S. Dollars, the parties agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Guarantee Trustee could purchase such other
currency with U.S. Dollars at its New York office on the second Business Day
preceding the day on which final judgment is given.

      (b) The obligations of the Guarantor in respect of any amount due to the
Guarantee Trustee or any Holders under this Agreement shall, notwithstanding


                                       23
<PAGE>

any judgment in a currency other than U.S. Dollars, be discharged only to the
extent that on the Business Day following receipt by the Guarantee Trustee or
such Holders, as the case may be, of any amount adjudged to be so due in such
other currency the Guarantee Trustee or such Holders, as the case may be, may in
accordance with normal banking procedures purchase U.S. Dollars with such other
currency.

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

      (d) If the amount of Dollars so purchased exceeds the amount originally
due to the Guarantee Trustee or such Holders, as the case may be, in U.S.
Dollars, agree to remit any remaining amount to the Guarantor.

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

      Section 9.05. Notices. All notices provided for in this Guarantee shall be
in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:

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

                [ADDRESS]

            (b) If given to the Guarantor, at the Guarantor's mailing address
      set forth below (or such other address as the Guarantor may give notice of
      to the Holders of the Trust Securities):

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


                                       24
<PAGE>


            (c) If given to any Holder of Trust Securities, at the address set
      forth on the books and records of the Issuer.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

      Section 9.06. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE NETHERLANDS,
EXCEPT THAT ARTICLES 2, 3 AND 4, AND THE DEFINITIONS OF TERMS AS USED THEREIN,
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

      Section 9.07. Jurisdiction. Any claim or proceeding brought by the
Guarantee Trustee on behalf of Holders or a Holder to enforce the obligations
of the Guarantor hereunder shall be brought in a court of competent
jurisdiction in Amsterdam, The Netherlands. Any claim or proceeding relating to
the application of Articles 2, 3 and 4, and the definitions of terms as used
therein, including, without limitation, any claims, counter-claims and
cross-claims asserted against the Guarantee Trustee in connection therewith,
shall be brought in a court of competent jurisdiction in the State of New York.



                                       25
<PAGE>


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

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

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


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

[_____], as Guarantee Trustee

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


[__________________________], as
   Holder of the Trust Common
   Securities

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


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


[________________]

Acting severally on behalf of themselves
  and the several Initial Holders named
  in Exhibit B hereto.

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



                                       26
<PAGE>



                                                                       EXHIBIT A

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

                              OFFICERS' CERTIFICATE

      [March 31], [June 30], [September 30], [December 31],(1)_______________

      The undersigned, [name of Authorized Officer], [title of Authorized
Officer], and [name of Authorized Officer], [title of Authorized Officer], of
ABN AMRO [Bank][Holding] N.V., a public limited liability company incorporated
under the laws of The Netherlands (the "Company"), pursuant to Section 5.02 of
the Guarantee Agreement dated as of ____, ____ (the "Guarantee"), executed and
delivered by the Company, as guarantor, [insert underwriters], [TRUST COMMON
SECURITIES OWNER] and [________], as trustee, for the benefit of the Holders
from time to time of the ____% Noncumulative Guaranteed Trust Preferred
Securities (the "Trust Preferred Securities") and the ____% Trust Common
Securities (the "Trust Common Securities" and together with the Trust Preferred
Securities, the "Trust Securities") of ABN AMRO Capital Funding Trust ____, do
hereby certify as of the date hereof on behalf of the Company as follows
(capitalized terms used herein without definitions have the meanings assigned
to them in the Guarantee):

      1. We have read and are familiar with the provisions of the Guarantee
(including, without limitation, Section 5.02 thereof) and all definitions
therein.

      2. We have reviewed all corporate documents necessary to state the facts
contained herein and are duly authorized to certify to those facts.

      3. In our opinion, we have made such examination or investigation as is
necessary to enable us to express an informed opinion as to the facts certified
herein.

      4. [Neither][Either](1) the Company [nor][or](1) any of its subsidiaries
has redeemed, repurchased or otherwise acquired (other than (I) in connection
with transactions effected by or for the account of customers of the Guarantor
or any of its subsidiaries or in connection with the distribution, trading or
market-making in respect of such securities, (II) in connection with the
satisfaction by the Guarantor or any of its subsidiaries of its obligations
under any employee benefit plans or similar arrangements with or for the
benefit of employees, officers, directors or consultants, (III) as a result of
a reclassification of the capital stock of the

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


                                       A-1
<PAGE>


Guarantor or any of its subsidiaries or the exchange or conversion of one class
or series of such capital stock for another class or series of such capital
stock or (IV) the purchase of fractional interests in shares of the capital
stock of the Guarantor or any of its subsidiaries pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged) for any consideration (and moneys [have][have not](2) been paid to or
made available for a sinking fund or for redemption of any such shares) any
Ordinary Shares or any Parity Securities during the twelve month period
immediately preceding and including the date hereof.

      5. [Neither][Either](2) the Company [nor][or](2) any of its subsidiaries
has declared or made a dividend or other payment in respect of the Ordinary
Shares that pay dividends annually, if any, during the twelve month period
immediately preceding and including the date hereof.

      6. [Neither][Either](2) the Company [nor][or](2) any of its subsidiaries
has declared or made a dividend or other payment in respect of the Ordinary
Shares that pay dividends semi-annually, if any, during the six month period
immediately preceding and including the date hereof.

      7. [Neither][Either](2) the Company [nor][or](2) any of its subsidiaries
has declared or made a dividend or other payment in respect of the Ordinary
Shares that pay dividends quarterly, if any, during the three month period
immediately preceding and including the date hereof.

      8. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends annually, if any, during the twelve month
period immediately preceding and including the date hereof.

      (b) A dividend or other payment in respect of the Parity Securities that
pay dividends annually, if any, was declared or made [in full](2) [at __% of
the stated dividend rate for such Parity Securities].3

      9. (a) [Neither][Either](2) the Company [nor][or](2) any of its
subsidiaries has declared or made a dividend or other payment in respect of its
Parity Securities that pay dividends semi-annually, if any, during the six
month period immediately preceding and including the date hereof.

      (b) A dividend or other payment in respect of the Parity Securities that
pay dividends semi-annually, if any, was declared or made [in full](4) [at __%
of the stated dividend rate for such Parity Securities].(5)


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

      (3)  To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends annually.

      (4)  Delete, if not applicable.


                                       A-2
<PAGE>

      10. (a)[Neither][Either](6) the Company [nor][or](5) any of its
subsidiaries has declared or made a dividend or other payment in respect of the
Parity Securities that pay dividends quarterly, if any, during the three month
period immediately preceding and including the date hereof.

      (b) A dividend or other payment in respect of the Parity Securities that
pay dividends quarterly, if any, was declared or made [in full](5) [at __% of
the stated dividend rate for such Parity Securities.](5)

      IN WITNESS WHEREOF, the undersigned have duly executed as of the date
first set forth above.

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


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


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



----------

      (5)  To be filled in only if a dividend or other payment was declared or
made on the Parity Securities that pay dividends semi-annually.

      (6)  Delete, if not applicable.


                                       A-3
<PAGE>


                                                                       EXHIBIT B

                                 INITIAL HOLDERS


Name of Underwriter                         Number of Trust Preferred Securities
-------------------                         ------------------------------------
[_______]................................
    Total................................

                                            Number of Trust Common Securities
                                            ---------------------------------
[TRUST COMMON SECURITIES OWNER]..........




                                       B-1