PROSPECTUS DATED 8 OCTOBER, 2004

ABN AMRO Bank N.V. (Incorporated in The Netherlands with its statutory seat in Amsterdam)

g25,000,000,000

Debt Issuance Programme

Under this e25,000,000,000 Debt Issuance Programme (the ‘Programme’), ABN AMRO Bank N.V.(the ‘Issuer’, which expression shall include any Substituted Debtor (as defined in Condition 17below)) may from time to time issue notes (the ‘Notes’, which expression shall include Senior Notesand Subordinated Notes (each as defined below)) denominated in any currency agreed between theIssuer and the relevant Dealer (as defined below).

Subject as set out herein, the Senior Notes will not be subject to any maximum maturity but willhave a minimum maturity of one month and the maximum aggregate nominal amount of all Notesfrom time to time outstanding will not exceed e25,000,000,000 (or its equivalent in othercurrencies calculated as described herein).

The Notes will be issued on a continuing basis to one or more of the Dealers specified below andany additional Dealer appointed under the Programme from time to time, which appointment maybe for a specific issue or on an ongoing basis (each a ‘Dealer’ and together the ‘Dealers’). TheDealer or Dealers with whom the Issuer agrees or proposes to agree on the issue of any Notes is orare referred to as the ‘relevant Dealer’ in respect of those Notes.

The Notes of each Tranche (as defined below) will (unless otherwise specified in the applicablePricing Supplement) initially be represented by a global Note which will be deposited on the issuedate thereof either (i) with a common depositary on behalf of Euroclear Bank S.A./N.V. as operatorof the Euroclear System (‘Euroclear’) and Clearstream Banking, société anonyme (‘Clearstream,Luxembourg’) and/or any other agreed clearing system or (ii) with Nederlands Centraal Instituutvoor Giraal Effectenverkeer B.V. (‘Euroclear Netherlands’). See ‘Form of the Notes’ herein.

Notes issued under the Programme may be listed on the Official Segment of the stock market ofEuronext Amsterdam N.V. (‘Euronext Amsterdam’), the Luxembourg Stock Exchange or any otherstock exchange specified in the applicable Pricing Supplement. In relation to Notes listed on theLuxembourg Stock Exchange, this Prospectus is valid for one year from the date hereof.

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by theTerms and Conditions of the Notes herein, in which case a supplementary prospectus, ifappropriate, will be made available which will describe the effect of the agreement reached inrelation to such Notes.

Arranger

ABN AMRO

Dealers

ABN AMRO CitigroupCredit Suisse First Boston Goldman Sachs InternationalLehman Brothers Merrill Lynch InternationalMorgan Stanley UBS Investment Bank

This Prospectus is issued in replacement of a Prospectus dated 4th September, 2003 and

accordingly supersedes that earlier Prospectus.

The Issuer accepts responsibility for the information contained in this Prospectus. Tothe best of the knowledge and belief of the Issuer (which has taken all reasonablecare to ensure that such is the case) the information contained in this Prospectus isin accordance with the facts and does not omit anything likely to affect the import ofsuch information.

Application has been made for the Notes to be issued under the Programme to belisted on Euronext Amsterdam and the Luxembourg Stock Exchange. Notice of theaggregate nominal amount of Notes, interest (if any) payable in respect of Notes, theissue price of Notes and any other terms and conditions not contained herein whichare applicable to each Tranche of Notes will be set forth in a pricing supplement (the‘Pricing Supplement’) which, with respect to Notes to be listed on EuronextAmsterdam and/or the Luxembourg Stock Exchange, will be delivered to EuronextAmsterdam and/or the Luxembourg Stock Exchange on or before the date of issue ofNotes of such Tranche.

The Programme provides that Notes may be listed on such other or further stockexchange or stock exchanges as may be agreed between the Issuer and the relevantDealer. The Issuer may also issue unlisted Notes.

If the terms of the Programme are modified or amended in a manner which wouldmake the Prospectus, as supplemented, inaccurate or misleading, a new Prospectuswill be prepared.

This Prospectus is to be read in conjunction with all documents which are deemed tobe incorporated herein by reference (see ‘Documents Incorporated by Reference’below). This Prospectus shall be read and construed on the basis that suchdocuments are incorporated in and form part of this Prospectus.

No person has been authorised to give any information or to make anyrepresentation not contained in or not consistent with this Prospectus or any otherinformation supplied in connection with the Programme or the Notes and, if given ormade, such information or representation must not be relied upon as having beenauthorised by the Issuer or any of the Dealers.

Neither this Prospectus nor any other information supplied in connection with theProgramme (i) is intended to provide the basis of any credit or other evaluation or (ii)should be considered as a recommendation by the Issuer or any of the Dealers thatany recipient of this Prospectus or any other information supplied in connection withthe Programme should purchase any Notes. Accordingly, no representation, warrantyor undertaking, express or implied, is made by the Dealers in their capacity as such.

Each investor contemplating purchasing any Notes should make its own independentinvestigation of the financial condition and affairs, and its own appraisal of thecreditworthiness, of the Issuer. Neither this Prospectus nor any other informationsupplied in connection with the Programme or the issue of any Notes constitutes anoffer or invitation by or on behalf of the Issuer or any of the Dealers to any person tosubscribe for or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notesshall in any circumstances imply that the information contained herein concerningthe Issuer is correct at any time subsequent to the date hereof or that any otherinformation supplied in connection with the Programme is correct as of any timesubsequent to the date indicated in the document containing the same. The Dealersexpressly do not undertake to review the financial condition or affairs of the Issuerduring the life of the Programme. Investors should review, inter alia, the most recentfinancial statements of the Issuer when deciding whether or not to purchase anyNotes.

The distribution of this Prospectus and the offer or sale of Notes may be restricted bylaw in certain jurisdictions. Persons into whose possession this Prospectus or anyNotes come must inform themselves about, and observe, any such restrictions. Inparticular, there are restrictions on the distribution of this Prospectus and the offer or

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sale of Notes in Japan, The Netherlands, the United Kingdom and the United States(see ‘Subscription and Sale’ below).

The Notes have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the ‘Securities Act’), and certain of the Notesare subject to U.S. tax law requirements. Subject to certain exceptions, Notes maynot be offered, sold or delivered within the United States or to U.S. persons (see‘Subscription and Sale’ below).

All references in this document to ‘U.S. dollars’, ‘U.S.$’ and ‘$’ refer to the currencyof the United States of America, those to ‘Japanese yen’, ‘yen’ and ‘¥’ refer to thecurrency of Japan, those to ‘Sterling’ and ‘£’ refer to the currency of the UnitedKingdom, those to ‘euro’, ‘EUR’ and ‘3’ refer to the currency of the Member States ofthe European Union participating in the economic and monetary union pursuant tothe Treaty establishing The European Community, as amended (the ‘Treaty’).

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TABLE OF CONTENTSPage

DOCUMENTS INCORPORATED BY REFERENCE 5

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES 7

FORM OF THE NOTES 12

TERMS AND CONDITIONS OF THE NOTES 22

USE OF PROCEEDS 46

ABN AMRO HOLDING N.V. AND ABN AMRO BANK N.V. 47

SELECTED CONDENSED FINANCIAL INFORMATION 54

NETHERLANDS TAXATION 63

SUBSCRIPTION AND SALE 66

GENERAL INFORMATION 69

INDEX TO FINANCIAL STATEMENTS OF ABN AMRO HOLDING N.V. F-1

In connection with the issue and distribution of any Tranche of Notes, the Dealer (ifany) disclosed as the stabilising manager in the applicable Pricing Supplement orany person acting for him may over-allot or effect transactions with a view tosupporting the market price of the Notes of the Series (as defined below) of whichsuch Tranche forms part at a level higher than that which might otherwise prevailfor a limited period after the issue date. However, there may be no obligation on thestabilising manager or any agent of his to do this. Such stabilising, if commenced,may be discontinued at any time and will, in respect of Notes listed on EuronextAmsterdam, in any event be discontinued 30 days after the issue date of therelevant Notes. Such stabilising shall be in compliance with all applicable laws andregulations including, in respect of Notes listed on Euronext Amsterdam, Article 32of the Further Regulations on Market Conduct Supervision on the Securities Trade2002 (Nadere Regeling gedragstoezicht effectenverkeer 2002) as amended.

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DOCUMENTS INCORPORATED BY REFERENCE The following documents shall be deemed to be incorporated in, and to form part of,this Prospectus:

(a) the Articles of Association of the Issuer;

(b) the publicly available audited annual financial statements for the three mostrecent years and the most recent interim financial statements of ABN AMROHolding N.V.;

(c) the ABN AMRO Holding N.V.’s Annual Report on Form 20-F for the fiscal yearended 31st December, 2003 filed with the U.S.Securities and ExchangeCommission and any supplements and amendments thereto;

(d) all supplements to this Prospectus circulated by the Issuer from time to time inaccordance with the undertaking given by the Issuer in the ProgrammeAgreement (as defined in ‘Subscription and Sale’ below); and

(e) with respect to any Tranche of Notes, the relevant Pricing Supplement,

save that any statement contained herein or in a document which is incorporated byreference herein shall be deemed to be modified or superseded for the purpose ofthis Prospectus to the extent that a statement contained in any such subsequentdocument which is deemed to be incorporated by reference herein modifies orsupersedes such earlier statement (whether expressly, by implication or otherwise).

The Issuer will provide, without charge, to each person to whom a copy of thisProspectus has been delivered, upon the written or oral request of such person, acopy of any or all of the documents which are incorporated herein by referenceunless such documents have been modified or superseded as specified above.Written or oral requests for such documents should be directed to ABN AMRO BankN.V. in its capacity as Issuer at its registered office set out at the end of thisProspectus. In addition, such documents will be available, free of charge, from theoffice in Amsterdam of ABN AMRO Bank N.V. in its capacity as Agent and, if and for solong as any Notes are listed on the Luxembourg Stock Exchange, from the principaloffice in Luxembourg of ABN AMRO Bank (Luxembourg) S.A. (the ‘Luxembourg ListingAgent’) for Notes listed on the Luxembourg Stock Exchange.

The Issuer will, in connection with the listing of the Notes on Euronext Amsterdamand the Luxembourg Stock Exchange, so long as any Note remains outstanding andlisted on either such exchange, in the event of a material adverse change in thefinancial condition of the Issuer which is not reflected in this Prospectus, prepare asupplement to this Prospectus or publish a new prospectus for use in connectionwith any subsequent issue of Notes to be listed on Euronext Amsterdam or theLuxembourg Stock Exchange. If the terms of this Programme are modified oramended in a manner which would make this Prospectus inaccurate or misleading, anew prospectus will be prepared.

This Prospectus and any supplement will only be valid for listing Notes on EuronextAmsterdam and/or the Luxembourg Stock Exchange and/or any other exchange (inthe case of the Luxembourg Stock Exchange, during the period of 12 months from thedate of this Prospectus) in an aggregate nominal amount which, when added to theaggregate nominal amount then outstanding of all Notes previously orsimultaneously issued under the Programme, does not exceed e25,000,000,000 orits equivalent in other currencies. For the purpose of calculating the aggregatenominal amount of Notes issued under the Programme from time to time:

(a) the euro equivalent of Notes denominated in another Specified Currency (asdefined under ‘Form of the Notes’ below) shall be determined, at the discretionof the Issuer, as of the date of agreement to issue such Notes (the ‘AgreementDate’) or on the preceding day on which commercial banks and foreignexchange markets are open for business in London, in each case on the basisof the spot rate for the sale of the euro against the purchase of such Specified

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Currency in the London foreign exchange market quoted by any leading bankselected by the Issuer on such date;

(b) the amount (or, where applicable, the euro equivalent) of Dual Currency Notes,Index Linked Notes and Partly Paid Notes (each as defined under ‘Form of theNotes’ below) shall be calculated (in the case of Notes not denominated ineuro, in the manner specified above) by reference to the original nominalamount of such Notes (in the case of Partly Paid Notes, regardless of thesubscription price paid); and

(c) the amount (or, where applicable, the euro equivalent) of Zero Coupon Notes(as defined under ‘Form of the Notes’ below) and other Notes issued at adiscount or premium shall be calculated (in the case of Notes not denominatedin euro, in the manner specified above) by reference to the net proceedsreceived by the Issuer for the relevant issue.

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SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES The following summary does not purport to be complete and is taken from, and isqualified by, the remainder of this Prospectus and, in relation to the terms andconditions of any particular Tranche of Notes, the applicable Pricing Supplement.Words and expressions defined in ‘Form of the Notes’ and ‘Terms and Conditions ofthe Notes’ below, respectively, shall have the same meanings in this summary.

Issuer: ABN AMRO Bank N.V.

Description: Debt Issuance Programme

Arranger: ABN AMRO Bank N.V.

Dealers: ABN AMRO Bank N.V. Citigroup Global Markets Limited Credit Suisse First Boston (Europe) Limited Goldman Sachs International Lehman Brothers International (Europe) Merrill Lynch International Morgan Stanley & Co. International Limited UBS Limited and any other Dealers appointed in accordance with theProgramme Agreement.

Regulatory Matters: Each issue of Notes denominated in a currency in respect ofwhich particular laws, guidelines, regulations, restrictionsor reporting requirements apply will only be issued incircumstances which comply with such laws, guidelines,regulations, restrictions or reporting requirements fromtime to time (see ‘Subscription and Sale’ below) includingthe following restrictions applicable at the date of thisProspectus.

Issuing and PrincipalPaying Agent: ABN AMRO Bank N.V.

Size: Up to e25,000,000,000 (or its equivalent in other currenciescalculated as described herein) outstanding at any time.The Issuer may increase the amount of the Programme inaccordance with the terms of the Programme Agreement.

Distribution: Notes may be distributed by way of private or publicplacement and in each case on a syndicated or non-syndicated basis. The method of distribution of eachTranche will be stated in the applicable Pricing Supplement.

Currencies: Subject to any applicable legal or regulatory restrictions,such currencies as may be agreed between the Issuer andthe relevant Dealer, including, without limitation, Australiandollars, Canadian dollars, euro, Hong Kong dollars, NewZealand dollars, Sterling, Swiss francs, United Statesdollars and Japanese yen.

Redenomination: The applicable Pricing Supplement may provide that certainNotes may be redenominated in euro. The relevantprovisions applicable to any such redenomination arecontained in Condition 4.

Maturities: Any maturity, subject to applicable laws, regulations andrestrictions and subject, in the case of Senior Notes, to aminimum maturity of one month and, in the case ofSubordinated Notes, to a minimum maturity of 5 years.

Issue Price: Notes may be issued on a fully-paid or a partly-paid basisand at an issue price which is at par or at a discount to, orpremium over, par.

Form of Notes: Each Tranche of Notes will (unless otherwise specified inthe applicable Pricing Supplement) initially be representedby a global Note which will be deposited on the relevantIssue Date either (i) with a common depositary forEuroclear and Clearstream, Luxembourg and/or any otheragreed clearing system or (ii) with Euroclear Netherlands.The global Note will be exchangeable as described thereinfor either a permanent global Note or definitive Notes uponcertain conditions including, in the case of a temporaryglobal Note where the issue is subject to TEFRA D sellingrestrictions, upon certification of non-U.S. beneficialownership as required by U.S. Treasury regulations. Theapplicable Pricing Supplement will specify that a PermanentGlobal Note is exchangeable for Definitive Notes upon theoccurrence of an Exchange Event, as described in ‘Form ofthe Notes’ below. Any interest in a global Note will betransferable only in accordance with the rules andprocedures for the time being of either (i) Euroclear,Clearstream, Luxembourg and/or any other agreed clearingsystem or (ii) Euroclear Netherlands, as appropriate.Definitive Notes to be held in Euroclear Netherlands will bein either K-form or CF-form as described in ‘Form of theNotes’ below.

Fixed Rate Notes: Fixed interest will be payable on the date or dates specifiedin the applicable Pricing Supplement and on redemption,and will be calculated on the basis of such Day CountFraction as may be agreed between the Issuer and therelevant Dealer (as indicated in the applicable PricingSupplement).

Floating Rate Notes: Floating Rate Notes will bear interest either at a ratedetermined on the same basis as the floating rate under anotional interest-rate swap transaction in the relevantSpecified Currency governed by an agreement incorporatingthe 2000 ISDA Definitions (as published by theInternational Swaps and Derivatives Association, Inc., andas amended and updated as at the Issue Date of the firstTranche of the Notes of the relevant Series) or on the basisof a reference rate appearing on the agreed screen page ofa commercial quotation service or on such other basis asmay be agreed between the Issuer and the relevant Dealer(as indicated in the applicable Pricing Supplement).

The Margin (if any) relating to such floating rate will bespecified in the applicable Pricing Supplement.

Index Linked Notes: Payments in respect of interest on Index Linked InterestNotes or in respect of principal on Index Linked RedemptionNotes will be calculated by reference to such index and/orformula as may be specified in the applicable PricingSupplement.

Floating Rate Notes and Index Linked Interest Notes mayalso have a maximum interest rate, a minimum interest rateor both.

Interest on Floating Rate Notes and Index Linked InterestNotes in respect of each Interest Period, as agreed prior to

Other provisions inrelation to FloatingRate Notes and IndexLinked Interest Notes:

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issue by the Issuer and the relevant Dealer, will be payableon such Interest Payment Dates, and will be calculated onthe basis of such Day Count Fraction, as may be agreedbetween the Issuer and the relevant Dealer (as indicated inthe applicable Pricing Supplement).

Dual Currency Notes: Payments (whether in respect of principal or interest andwhether at maturity or otherwise) in respect of DualCurrency Notes will be made in such currencies, and basedon such rates of exchange, as may be specified in theapplicable Pricing Supplement.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount totheir nominal amount or at par and will not bear interestother than in the case of late payment.

Redemption: The applicable Pricing Supplement will indicate either thatthe Notes cannot be redeemed prior to their stated maturity(other than in specified instalments (see below), ifapplicable, or for taxation reasons or following an Event ofDefault) or that such Notes will be redeemable at the optionof the Issuer and/or the Noteholders upon giving not lessthan 15 nor more than 30 days’ irrevocable notice (or suchother notice period (if any) as is indicated in the applicablePricing Supplement) to the Noteholders or the Issuer, as thecase may be, on a date or dates specified prior to suchstated maturity and at a price or prices and on such termsas are indicated in the applicable Pricing Supplement.

The applicable Pricing Supplement may provide that Notesmay be repayable in two or more instalments of suchamounts and on such dates as indicated in it.

Denomination of Notes: Notes will be issued in such denominations as may bespecified in the applicable Pricing Supplement save that theminimum denomination of each Note will be such as maybe allowed or required from time to time by the relevantcentral bank (or equivalent body) or any laws or regulationsapplicable to the relevant Specified Currency.

Taxation: Payments in respect of the Notes will as specified in theapplicable Pricing Supplement be made either subject towithholding of applicable Dutch taxes (if any) or withoutwithholding or deduction for or on account of taxes leviedin The Netherlands, subject to certain exceptions asprovided in Condition 8. If the applicable PricingSupplement provides that payments are to be made subjectto withholding of applicable Dutch taxes (if any), it will alsospecify that Condition 7(b) will not apply to the Notes.

Negative Pledge: None.

Cross Default: None.

The Senior Notes will constitute unsecured andunsubordinated obligations of the Issuer and will rank paripassu without any preference among themselves and withall other present and future unsecured and unsubordinatedobligations of the Issuer save for those preferred bymandatory provisions of law.

Status of the SeniorNotes:

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The Subordinated Notes will constitute unsecuredobligations of the Issuer and will rank pari passu withoutany preference among themselves and with all otherpresent and future unsecured and subordinated obligationsof the Issuer, save for those preferred by mandatoryprovisions of law.

The claims of the holders of the Subordinated Notes ofeach Series (the ‘Subordinated Holders’) against the Issuerwill:

(i) in the event of the liquidation or bankruptcy of theIssuer; or

(ii) in the event that a competent court has declared thatthe Issuer is in a situation which requires specialmeasures (‘bijzondere voorziening’) in the interestsof all creditors, as referred to in Chapter X of theDutch 1992 Act on the Supervision of the CreditSystem (Wet toezicht kredietwezen 1992), and for solong as such situation is in force (such situationbeing hereinafter referred to as a ‘Moratorium’),

be subordinated to (a) the claims of depositors, (b)unsubordinated claims with respect to the repayment ofborrowed money and (c) other unsubordinated claims.

By virtue of such subordination, payments to aSubordinated Holder will, in the event of liquidation orbankruptcy of the Issuer or in the event of a Moratoriumwith respect to the Issuer, only be made after, and any set-off by a Subordinated Holder shall be excluded until, allobligations of the Issuer resulting from deposits,unsubordinated claims with respect to the repayment ofborrowed money and other unsubordinated claims havebeen satisfied.

For the purposes of the solvency guidelines of the DutchCentral Bank (‘De Nederlandsche Bank N.V.’) to which theIssuer is subject, Subordinated Notes may qualify as eithertier 2 capital (‘Tier 2 Notes’) or tier 3 capital (‘Tier 3 Notes’),as referred to in such solvency guidelines.

Ratings: Tranches of Notes issued under the Programme may berated or unrated. If a Tranche of Notes issued under theProgramme is rated, the rating(s) assigned to those Noteswill be set out in the applicable Pricing Supplement. Asecurity rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.

Listing: Application has been made for the Notes to be issued underthe Programme to be listed on Euronext Amsterdam and theLuxembourg Stock Exchange. The Notes may also be listedon such other or further stock exchange or stock exchangesas may be agreed between the Issuer and the relevantDealer in relation to each issue. Unlisted Notes may also beissued. The applicable Pricing Supplement will statewhether or not the Notes are to be listed and, if so, onwhich exchanges.

Governing Law: The Notes will be governed by, and construed in accordancewith, the laws of The Netherlands.

Status andCharacteristics relatingto Subordinated Notes:

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Selling Restrictions: There are selling restrictions in relation to Japan, TheNetherlands, the United Kingdom and the United States,and such other restrictions as may be required inconnection with the offering and sale of a particular Trancheof Notes. See ‘Subscription and Sale’ below.

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FORM OF THE NOTES Each Tranche of Notes will (unless otherwise indicated in the applicable PricingSupplement) be initially represented by a temporary global note (the ‘TemporaryGlobal Note’) (or, if so specified in the applicable Pricing Supplement, a permanentglobal note (the ‘Permanent Global Note’)), without receipts, interest coupons ortalons, which will either (i) be delivered to a common depositary for Euroclear andClearstream, Luxembourg and/or any other agreed clearing system or (ii) bedeposited with Euroclear Netherlands. Whilst any Note is represented by a TemporaryGlobal Note and subject to TEFRA D selling restrictions, payments of principal andinterest (if any) due prior to the Exchange Date (as defined below) will be madeagainst presentation of the Temporary Global Note only to the extent thatcertification (in a form to be provided) to the effect that the beneficial owners of suchNote are not U.S. persons or persons who have purchased for resale to any U.S.person, as required by U.S. Treasury regulations, has been received by the relevantclearing system(s) and the relevant clearing system(s) have given a like certification(based on the certifications they have received) to the Agent. Any reference in thissection to the relevant clearing system(s) shall mean the clearing and/or settlementsystem(s) specified in the applicable Pricing Supplement.

On and after the date (the ‘Exchange Date’) which is not less than 40 days nor (if theTemporary Global Note has been deposited with Euroclear Netherlands) more than90 days after the date on which the Temporary Global Note is issued, interests in theTemporary Global Note will be exchangeable (free of charge), upon request asdescribed therein, either for interests in a Permanent Global Note without receipts,interest coupons or talons or for definitive Notes (as indicated in the applicablePricing Supplement) in each case (if the Notes are subject to TEFRA D sellingrestrictions) against certification of beneficial ownership as described in the secondsentence of the preceding paragraph unless such certification has already beengiven. The holder of a Temporary Global Note will not be entitled to collect anypayment of interest or principal due on or after the Exchange Date unless, upon duecertification, exchange of the Temporary Global Note for an interest in a PermanentGlobal Note or for Definitive Notes is improperly withheld or refused.

Pursuant to the Agency Agreement (as defined under ‘Terms and Conditions of theNotes’ below) the Agent shall arrange that, where a Temporary Global Noterepresenting a further Tranche of Notes is issued, the Notes of such Tranche shall beassigned an ISIN and a common code by Euroclear and Clearstream, Luxembourgand/or a Fondscode by Clearnet S.A. Amsterdam Branch Stock Clearing which aredifferent from the ISIN, common code and Fondscode assigned to Notes of any otherTranche of the same Series.

Payments of principal and interest (if any) on a Permanent Global Note will be madethrough the relevant clearing system(s) against presentation or surrender (as thecase may be) of the Permanent Global Note without any requirement for certification.Definitive Notes will be either in the standard euromarket form, in K-form (includingverzamelbewijs) (with Coupons) and/or in CF-form (with Coupon sheets). DefinitiveNotes and global Notes will be to bearer. Notes in K-form may, if applicable, haveTalons for further Coupons attached but will not be issued with Receipts attached.Notes in CF-form will have neither Talons nor Receipts attached on issue and will begoverned by the rules of the ‘Algemeen Obligatiekantoor van het Centrum voorFondsenadministratie B.V.’ in Amsterdam.

A Permanent Global Note will be exchangeable (free of charge), in whole or (subjectto the Notes which continue to be represented by the Permanent Global Note beingregarded by the relevant clearing system(s) as fungible with the definitive Notesissued in partial exchange for such Permanent Global Note) in part in accordancewith the applicable Pricing Supplement, for security printed definitive Notes with,where applicable, receipts, interest coupons or coupon sheets and talons attached.Such exchange may be made only upon the occurrence of an Exchange Event. An‘Exchange Event’ means (1) the Issuer has been notified that both Euroclear andClearstream, Luxembourg or, if applicable, Euroclear Netherlands has been closed for

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business for a continuous period of 14 days (other than by reason of holiday,statutory or otherwise) or has announced an intention permanently to ceasebusiness or has in fact done so and no successor clearing system is available or (2)the Issuer has or will become obliged to pay additional amounts as provided for orreferred to in Condition 8 which would not be required were the Notes represented bythe Permanent Global Note in definitive form. The Issuer will promptly give notice toNoteholders in accordance with Condition 14 upon the occurrence of an ExchangeEvent. In the event of the occurrence of any Exchange Event, Euroclear and/orClearstream, Luxembourg and/or Euroclear Netherlands acting on the instructions ofany holder of an interest in the global Note may give notice to the Agent requestingexchange and in the event of the occurrence of an Exchange Event as described in (2)above, the Issuer may also give notice to the Agent requesting exchange. Any suchexchange shall occur no later than 15 days after the date on which the relevant noticeis received by the Agent. Global Notes and definitive Notes will be issued pursuant tothe Agency Agreement. At the date hereof, neither Euroclear nor Clearstream,Luxembourg regards Notes in global form as fungible with Notes in definitive form.

In case of Notes represented by a Permanent Global Note deposited with EuroclearNetherlands, a Noteholder shall not have the right to request delivery (‘uitlevering’)of his Notes under the Dutch Securities Giro Transfer Act (‘Wet giraaleffectenverkeer’) other than on the occurrence of an Exchange Event as describedabove.

The following legend will appear on all global Notes, Definitive Notes, receipts andinterest coupons (including talons) which are subject to TEFRA D selling restrictions:

‘Any United States person who holds this obligation will be subject to limitationsunder the United States income tax laws, including the limitations provided insections 165(j) and 1287(a) of the Internal Revenue Code of 1986.’

The sections referred to provide that United States holders, with certain exceptions,will not be entitled to deduct any loss on Notes, receipts or interest coupons and willnot be entitled to capital gains treatment of any gain on any sale, disposition,redemption or payment of principal in respect of Notes, receipts or interest coupons.

The following legend will appear on all global Notes held through EuroclearNetherlands:

‘Notice: This Note is issued for deposit with Nederlands Centraal Instituut voor GiraalEffectenverkeer B.V. (‘Euroclear Netherlands’) at Amsterdam, The Netherlands. Anyperson being offered this Note for transfer or any other purpose should be aware thattheft or fraud is almost certain to be involved’.

A Note may be accelerated by the holder thereof in certain circumstances describedin Condition 10 of the Notes. In such circumstances, where any Note is stillrepresented by a global Note and a holder of such Note so represented and creditedto his account with the relevant clearing system(s) (other than EuroclearNetherlands) gives notice that it wishes to accelerate such Note, unless within aperiod of 15 days from the giving of such notice payment has been made in full of theamount due in accordance with the terms of such global Note, holders of interests insuch global Note credited to their accounts with the relevant clearing system(s)(other than Euroclear Netherlands) will become entitled to proceed directly againstthe Issuer on the basis of statements of account provided by the relevant clearingsystem(s) (other than Euroclear Netherlands) on and subject to the terms of therelevant global Note. In the case of a global Note deposited with EuroclearNetherlands, the rights of Noteholders will be exercised in accordance with the DutchSecurities Giro Transfer Act (‘Wet giraal effectenverkeer’).

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APPLICABLE PRICING SUPPLEMENTSet out below is the form of Pricing Supplement which will be completed for eachTranche of Notes issued under the Programme.

[Date]

ABN AMRO Bank N.V. (Incorporated in The Netherlands with its statutory seat in Amsterdam)

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under the g25,000,000,000Debt Issuance Programme

This document constitutes the Pricing Supplement relating to the issue of Notesdescribed herein. Terms used herein shall be deemed to be defined as such for thepurposes of the Conditions set forth in the Prospectus dated 8th October, 2004. ThisPricing Supplement contains the final terms of the Notes and must be read inconjunction with such Prospectus.

[The following alternative language applies if the first tranche of an issue which isbeing increased was issued under a Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of theConditions (the ‘Conditions’) set forth in the Prospectus dated [original date]. ThisPricing Supplement contains the final terms of the Notes and must be read inconjunction with the Prospectus dated [current date], save in respect of theConditions which are extracted from the Prospectus dated [original date] and areattached hereto.]

[Include whichever of the following apply or specify as ‘Not Applicable’ (N/A). Notethat the numbering should remain as set out below, even if ‘Not Applicable’ isindicated for individual paragraphs or sub-paragraphs.Italics denote directions forcompleting the Pricing Supplement.]

1. Issuer: ABN AMRO Bank N.V.

2. (i) Series Number: [ ]

(ii) Tranche Number: [ ](If fungible with an existing Series, details ofthat Series, including the date on which theNotes become fungible)

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

– Tranche: [ ]

– Series: [ ]

5. (i) Issue Price of Tranche: [ ] per cent. of the Aggregate NominalAmount [plus accrued interest from [insertdate] (in the case of fungible issues only, ifapplicable)]

(ii) Net Proceeds: [ ] (Required only for listed issues)

6. Specified Denominations: [ ]

[ ]

7. (i) Issue Date: [ ]

(ii) Interest Commencement Date: [ ]

14

8. Maturity Date: [Fixed rate – specify date/Floating rate –Interest Payment Date falling in or nearest to[specify month and year]]

9. Interest Basis: [[ ] per cent. Fixed Rate][[LIBOR/EURIBOR/other] +/– [ ] per cent.Floating Rate][Dual Currency Interest][Zero Coupon][Index Linked Interest][specify other](further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][specify other]

[Specify details of any provision for change ofNotes into another Interest Basis orRedemption/Payment Basis]

12. Put/Call Options: [Investor Put][Issuer Call][(further particulars specified below)]

13. Status of the Notes: [Senior/Tier 2 Subordinated/Tier 3Subordinated]

14. Listing: [Euronext Amsterdam/Luxembourg StockExchange/specify other/None]

15. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remainingsub¬paragraphs of this paragraph)

(i) Rate(s) of Interest: [ ] per cent. per annum [payable[annually/semi-annually/quarterly] in arrear] (If payable other than annually, consideramending Condition 5)

(ii) Interest Payment Date(s): [[ ] in each year up to and including theMaturity Date]/[specify other] (NB: This will need to be amended in the caseof long or short coupons)

(iii) Fixed Coupon Amount(s): [ ] per [ ] in nominal amount

(iv) Broken Amount(s): [Insert particulars of any initial or final brokeninterest amounts which do not correspondwith the Fixed Coupon Amount]

(v) Day Count Fraction: [30/360 or Actual/Actual (ISMA) or specifyother]

11. Change of Interest Basis orRedemption/Payment Basis:

15

(vi) Determination Date(s): [ ] in each year [Insert regular interest payment dates,ignoring issue date or maturity date in thecase of a long or short first or last coupon]NB: This will need to be amended in the caseof regular interest payment dates which arenot of equal duration(NB: Only relevant where Day Count Fractionis Actual/Actual (ISMA))

[None/give details]

17. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

[ ]

(ii) Business Day Convention: [Floating Rate Convention/Following BusinessDay Convention/Modified Following BusinessDay Convention/Preceding Business DayConvention/[specify other]]

(iii) Additional Business Centre(s): [ ]

[Screen Rate Determination/ISDADetermination/specify other]

[ ]

(vi) Screen Rate Determination: [Yes/No]

– Reference Rate: [ ](Either LIBOR, EURIBOR or other, althoughadditional information is required if other –including fallback provisions in the AgencyAgreement)

– Interest Determination Date(s): [ ]

(Second London business day prior to thestart of each Interest Period if LIBOR (otherthan Sterling or euro LIBOR), first day of eachInterest Period if Sterling LIBOR and thesecond day on which the TARGET System isopen prior to the start of each Interest Periodif EURIBOR or euro LIBOR)

– Relevant Screen Page: [ ](In the case of EURIBOR, if not Telerate Page248 ensure it is a page which shows acomposite rate or amend the fallbackprovisions appropriately)

(v) Party responsible forcalculating the Rate of Interestand Interest Amounts (if notthe Agent):

(iv) Manner in which the Rate ofInterest and Interest Amountsis to be determined:

(i) Specified Period(s)/SpecifiedInterest Payment Dates:

(vii) Other terms relating to themethod of calculating interestfor Fixed Rate Notes:

16

(vii) ISDA Determination: [Yes/No]

– Floating Rate Option: [ ]

– Designated Maturity: [ ]

– Reset Date: [ ]

(viii) Margin(s): [+/–] [ ] per cent. per annum

(ix) Minimum Rate of Interest: [ ] per cent. per annum

(x) Maximum Rate of Interest: [ ] per cent. per annum

(xi) Day Count Fraction: [Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Other] (See Condition 5 for alternatives)

[ ]

18. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remainingsub¬paragraphs of this paragraph)

(i) Accrual Yield: [ ] per cent. per annum

(ii) Reference Price: [ ]

[ ]

[Conditions 7(e)(ii) and (j) apply/specifyother] (Consider applicable day count fractionif not US dollar denominated)

[Applicable/Not Applicable] (If not applicable, delete the remainingsubparagraphs of this paragraph)

(i) Index/Formula: [give or annex details]

[ ]

[ ]

[ ](iv) Specified Period(s)/Specified

Interest Payment Dates:

(iii) Provisions for determiningCoupon where calculation byreference to Index and/orFormula is impossible orimpracticable:

(ii) Calculation Agent responsiblefor calculating the interest due:

19. Index Linked Interest NoteProvisions

(iv) Day Count Fraction in relationto Early Redemption Amountsand late payment:

(iii) Any other formula/basis ofdetermining amount payable:

(xii) Fall back provisions, roundingprovisions and any other termsrelating to the method ofcalculating interest on FloatingRate Notes, if different fromthose set out in the Conditions:

17

(v) Business Day Convention: [Floating Rate Convention/Following BusinessDay Convention/Modified Following BusinessDay Convention/Preceding Business DayConvention/specify other]

(vi) Additional Business Centre(s): [ ]

(vii) Minimum Rate of Interest: [ ] per cent. per annum

(viii) Maximum Rate of Interest: [ ] per cent. per annum

(ix) Day Count Fraction: [ ]

[Applicable/Not Applicable] (If not applicable, delete the remainingsub¬paragraphs of this paragraph)

[give details]

[ ]

[ ]

[ ]

PROVISIONS RELATING TO REDEMPTION

21. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [ ]

[ ] per Note of [ ] SpecifiedDenomination

(iii) If redeemable in part: [ ]

[ ]

[ ](b) Maximum Redemption

Amount:

(a) Minimum RedemptionAmount:

(ii) Optional RedemptionAmount(s) of each Note andmethod, if any, of calculation ofsuch amount(s):

(iv) Person at whose optionSpecified Currency(ies) is/arepayable:

(iii) Provisions applicable wherecalculation by reference toRate of Exchange impossible orimpracticable:

(ii) Calculation Agent, if any,responsible for calculating theinterest payable:

(i) Rate of Exchange/method ofcalculating Rate of Exchange:

20. Dual Currency Interest NoteProvisions

18

[ ](N.B. If setting notice periods which aredifferent to those provided in the Conditions,the Issuer is advised to consider thepracticalities of distribution of informationthrough intermediaries, for example, clearingsystems and custodians, as well as any othernotice requirements which may apply, forexample, as between the Issuer and theAgent)

22. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [ ]

[ ] per Note of [ ] SpecifiedDenomination

[ ](N.B. If setting notice periods which aredifferent to those provided in the Conditions,the Issuer is advised to consider thepracticalities of distribution of informationthrough intermediaries, for example, clearingsystems and custodians, as well as any othernotice requirements which may apply, forexample, as between the Issuer and theAgent)

[[ ] per Note of [ ] SpecifiedDenomination/specify other/see Appendix]

[ ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes: Temporary Global Note exchangeable for aPermanent Global Note which isexchangeable for Definitive Notes only upon an Exchange Event.

[Temporary Global Note exchangeable forDefinitive Notes on and after the ExchangeDate.]

[Permanent Global Note exchangeable forDefinitive Notes only upon an ExchangeEvent.]

24. Early Redemption Amount(s) of eachNote payable on redemption fortaxation reasons or on event ofdefault and/or the method ofcalculating the same (if required or ifdifferent from that set out inCondition 7(e)):

23. Final Redemption Amount of eachNote :

(iii) Notice period (if other than asset out in the Conditions):

(ii) Optional RedemptionAmount(s) of each Note andmethod, if any, of calculation ofsuch amount(s):

(iv) Notice period (if other than asset out in the Conditions):

19

[Not Applicable/give details] (Note that thisitem relates to the place of payment and notInterest Period end dates to which items17(iii) and 19(vi) relate)

[Yes/No. If yes, give details]

[Not Applicable/give details. NB: a new formof Temporary Global Note and/or PermanentGlobal Note may be required for Partly Paidissues]

[Not Applicable/give details]

30. Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify theapplicable Day Count Fraction and anyprovisions necessary to deal with floating rateinterest calculation (including alternativereference rates))

31. Other terms or special conditions: [Not Applicable/give details]

[Yes/No]

[Condition 8(a) applies and Condition 7(b)does not apply/Condition 8(b) and Condition7(b) apply]

DISTRIBUTION

[Not Applicable/give names]

(ii) Stabilising Manager (if any): [Not Applicable/give name]

[ ]35. If non-syndicated, name of relevant

Dealer:

34. (i) If syndicated, names ofManagers:

33. Whether Condition 8(a) of the Notesapplies (in which case Condition7(b) of the Notes will not apply) orwhether Condition 8(b) andCondition 7(b) of the Notes apply:

32. For the purposes of Condition 14,notices to be published in theFinancial Times: (generally yes, butno for domestic issues)

29. Details relating to Instalment Notesincluding the amount of eachinstalment (each an ‘InstalmentAmount’) and the date on whicheach payment is to be made (eachan ‘Instalment Date’):

28. Details relating to Partly Paid Notes:amount of each payment comprisingthe Issue Price and date on whicheach payment is to be made andconsequences of failure to pay,including any right of the Issuer toforfeit the Notes and interest due onlate payment:

27. Talons for future Coupons orReceipts to be attached to DefinitiveNotes (and dates on which suchTalons mature):

26. Additional Financial Centre(s) orother special provisions relating toPayment Day:

20

[TEFRA D/TEFRA C/TEFRA not applicable]

37. Additional selling restrictions: [Not Applicable/give details]

[Not Applicable/specify (Note that dependingon the exemption used, specific wording mayneed to be included)]

[ ] per cent.

[give details]

41. Ratings assigned in respect [ ]of the Notes:

OPERATIONAL INFORMATION

[Euroclear/Clearstream, Luxembourg/Euroclear Netherlands/other]

43. Delivery: Delivery [against/free of ] payment

44. Additional Paying Agent(s) (if any): [ ]

ISIN: [ ] Common Code: [ ] Fondscode: [ ] [Other relevant code:] [ ]

[LISTING APPLICATION This Pricing Supplement comprises the final terms required to list the issue of Notesdescribed herein pursuant to the e25,000,000,000 Debt Issuance Programme of ABNAMRO Bank N.V.]

RESPONSIBILITY The Issuer accepts responsibility for the information contained in this PricingSupplement.

Signed on behalf of the Issuer:

By: . . . . . . . . . . . . . . . . . . . . . . . . By: . . . . . . . . . . . . . . . . . . . . . . . .Duly authorised Duly authorised

42. Relevant clearing and settlementsystem(s):

40. The use of proceeds of the issue ofthe Notes (Euronext Amsterdamlisted Notes only):

39. The effective yield of the Notes(Euronext Amsterdam listed Notesonly):

38. Applicable Netherlands sellingrestriction:

36. Whether TEFRA D or TEFRA C rulesapplicable or TEFRA rules notapplicable:

21

TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of Notes to be issued by the Issuer whichwill be incorporated by reference into each global Note and which will be endorsedon (or, if permitted by the relevant stock exchange and agreed between the Issuerand the relevant Dealer, incorporated by reference into) each definitive Note in thestandard euromarket form and K-form and will be applicable to each definitive Notein CF-form. The applicable Pricing Supplement in relation to any Tranche of Notesmay specify other terms and conditions which shall to the extent so specified or tothe extent inconsistent with the following Terms and Conditions, replace or modifythe following Terms and Conditions for the purpose of such Tranche of Notes. Theapplicable Pricing Supplement will be endorsed on, incorporated by reference into,or attached to, each global Note and definitive Note in the standard euromarket formand K-form and will be applicable to each definitive Note in CF-form. Referenceshould be made to ‘Form of the Notes’ above for a description of the content ofPricing Supplements which includes the definition of certain terms used in thefollowing Terms and Conditions.

This Note is one of a series of Notes issued by ABN AMRO Bank N.V. (in suchcapacity, the ‘Issuer’, which expression shall include any Substituted Debtorpursuant to Condition 17) pursuant to the Agency Agreement (as defined below).References herein to the ‘Notes’ shall be references to the Notes of this Series (asdefined below) and shall mean (i) in relation to any Notes represented by a globalNote, units of the lowest Specified Denomination in the Specified Currency, (ii)definitive Notes issued in exchange (or part exchange) for a global Note and (iii) anyglobal Note. The Notes, the Receipts (as defined below) and the Coupons (as definedbelow) also have the benefit of an Amended and Restated Agency Agreement dated4th September, 2003 as supplemented by a First Supplemental Agency Agreementdated 8th October, 2004 (together, the ‘Agency Agreement’) as supplemented oramended from time to time, each made between the Issuer, ABN AMRO Bank N.V. asissuing and principal paying agent and agent bank (in such capacity the ‘Agent’,which expression shall include any successor agent) and the other paying agentsnamed therein (together with the Agent, the ‘Paying Agents’, which expression shallinclude any additional or successor paying agents).

Interest bearing definitive Notes in the standard euromarket form (unless otherwiseindicated in the applicable Pricing Supplement) have interest coupons (‘Coupons’)and, if indicated in the applicable Pricing Supplement, talons for further Coupons(‘Talons’) attached on issue. Any reference herein to Coupons or coupons shall,unless the context otherwise requires, be deemed to include a reference to Talons ortalons. Definitive Notes in the standard euromarket form repayable in instalmentshave receipts (‘Receipts’) for the payment of the instalments of principal (other thanthe final instalment) attached on issue. Any reference herein to ‘Noteholders’ shallmean the holders of the Notes, and shall, in relation to any Notes represented by aglobal Note, be construed as provided below. Any reference herein to‘Receiptholders’ shall mean the holders of the Receipts and any reference herein to‘Couponholders’ shall mean the holders of the Coupons, and shall, unless the contextotherwise requires, include the holders of the Talons. Any holders mentioned aboveinclude those having a credit balance in the collective depots held by NederlandsCentraal Instituut voor Giraal Effectenverkeer B.V. (‘Euroclear Netherlands’) or one ofits participants.

Interest bearing definitive Notes in K-form will have Coupons and, if indicated in theapplicable Pricing Supplement, Talons attached but will not be issued with Receiptsattached. Interest bearing definitive Notes in CF-form will have Coupon sheetsattached but will not be issued with Talons or Receipts attached. References in theseTerms and Conditions to ‘Coupons’ will include references to such Coupon sheets.

The Pricing Supplement for this Note is endorsed hereon or attached hereto orapplicable hereto or incorporated by reference herein and supplements these Termsand Conditions and may specify other terms and conditions which shall, to the extentso specified or to the extent inconsistent with these Terms and Conditions, replace or

22

modify these Terms and Conditions for the purposes of this Note. References hereinto the ‘applicable Pricing Supplement’ are to the Pricing Supplement for this Note.

As used herein, ‘Tranche’ means Notes which are identical in all respects (includingas to listing) and ‘Series’ means a Tranche of Notes together with any further Trancheor Tranches of Notes which are (i) expressed to be consolidated and form a singleseries and (ii) are identical in all respects (including as to listing) from the date onwhich such consolidation is expressed to take effect except for their respective IssueDates, Interest Commencement Dates and/or Issue Prices.

Copies of the Agency Agreement and the applicable Pricing Supplement are availableat the specified offices of each of the Agent and the other Paying Agents save that aPricing Supplement relating to an unlisted Note will only be available for inspectionby a Noteholder upon such Noteholder producing evidence as to identity satisfactoryto the relevant Paying Agent. The Noteholders, the Receiptholders and theCouponholders are deemed to have notice of, and are entitled to the benefit of, allthe provisions of the Agency Agreement and the applicable Pricing Supplement whichare binding on them.

Words and expressions defined in the Agency Agreement or used in the applicablePricing Supplement shall have the same meanings where used in these Terms andConditions unless the context otherwise requires or unless otherwise stated.

1. Form, Denomination and Title

The Notes are in bearer form and, in the case of definitive Notes, serially numbered,in the Specified Currency, the Specified Denomination(s) and the Specified Form(s).

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, anIndex Linked Interest Note, a Dual Currency Interest Note or a combination of any ofthe foregoing, depending upon the Interest Basis shown in the applicable PricingSupplement.

This Note may be an Index Linked Redemption Note, an Instalment Note, a DualCurrency Redemption Note, a Partly Paid Note or a combination of any of theforegoing, depending on the Redemption/Payment Basis shown in the applicablePricing Supplement.

This Note may be a Senior Note, a Tier 2 Subordinated Note or a Tier 3 SubordinatedNote, as indicated in the applicable Pricing Supplement.

Notes in definitive form are issued with Coupons attached, unless they are ZeroCoupon Notes in which case references to Coupons and Couponholders in theseTerms and Conditions are not applicable.

Subject as set out below, title to the Notes, Receipts and Coupons will pass bydelivery. For Notes held by Euroclear Netherlands deliveries will be made inaccordance with the Dutch Giro Securities Transfer Act (‘Wet giraal effectenverkeer’).Except as ordered by a court of competent jurisdiction or as required by law orapplicable regulations, the Issuer, the Agent and any Paying Agent may deem andtreat the bearer of any Note, Receipt or Coupon as the absolute owner thereof(whether or not overdue and notwithstanding any notice of ownership or writingthereon or notice of any previous loss or theft thereof ) for all purposes but, in thecase of any global Note, without prejudice to the provisions set out in the nextsucceeding paragraph.

For so long as any of the Notes is represented by a global Note held on behalf ofEuroclear Bank S.A./N.V. as operator of the Euroclear System (‘Euroclear’) and/orClearstream Banking, société anonyme (‘Clearstream, Luxembourg’), each person(other than Euroclear or Clearstream, Luxembourg) who is for the time being shownin the records of Euroclear or of Clearstream, Luxembourg as the holder of aparticular nominal amount of such Notes (in which regard any certificate or otherdocument issued by Euroclear or Clearstream, Luxembourg as to the nominal amount

23

of Notes standing to the account of any person shall be conclusive and binding for allpurposes save in the case of manifest error) shall be treated by the Issuer and anyPaying Agent as the holder of such nominal amount of such Notes for all purposesother than with respect to the payment of principal or interest on the Notes, forwhich purpose the bearer of the relevant global Note shall be treated by the Issuerand any Paying Agent as the holder of such Notes in accordance with and subject tothe terms of the relevant global Note (and the expressions ‘Noteholder’ and ‘holderof Notes’ and related expressions shall be construed accordingly). Notes which arerepresented by a global Note held by a common depositary for Euroclear orClearstream, Luxembourg will be transferable only in accordance with the rules andprocedures for the time being of Euroclear or of Clearstream, Luxembourg, as thecase may be. In case of Notes represented by a permanent global Note depositedwith Euroclear Netherlands, a Noteholder shall not have the right to request delivery(uitlevering) of his Notes under the Dutch Securities Giro Transfer Act (‘Wet giraaleffectenverkeer’) other than as set out in the global Note.

References to Euroclear and/or Clearstream, Luxembourg shall, whenever the contextso permits, be deemed to include a reference to any additional or alternative clearingsystem specified in the applicable Pricing Supplement but shall not include EuroclearNetherlands.

2. Status of the Senior Notes

The Senior Notes and the relative Receipts and Coupons constitute unsecured andunsubordinated obligations of the Issuer and rank pari passu without any preferenceamong themselves and with all other present and future unsecured andunsubordinated obligations of the Issuer save for those preferred by mandatoryprovisions of law.

3. Status and Characteristics relating to Subordinated Notes

The Subordinated Notes of this Series and the relative Receipts and Couponsconstitute unsecured obligations of the Issuer and rank pari passu without anypreference among themselves and with all other present and future unsecured andsubordinated obligations of the Issuer, save for those preferred by mandatoryprovisions of law.

The claims of the holders of the Subordinated Notes of this Series and the relativeReceipts and Coupons (the ‘Subordinated Holders’) against the Issuer are:

(i) in the event of the liquidation or bankruptcy of the Issuer; or

(ii) in the event that a competent court has declared that the Issuer is in asituation which requires special measures (‘bijzondere voorziening’) in theinterests of all creditors, as referred to in Chapter X of the Dutch 1992 Act onthe Supervision of the Credit System (Wet toezicht kredietwezen 1992), and forso long as such situation is in force (such situation being hereinafter referredto as a ‘Moratorium’),

subordinated to (a) the claims of depositors, (b) unsubordinated claims with respectto the repayment of borrowed money and (c) other unsubordinated claims.

By virtue of such subordination, payments to a Subordinated Holder will, in the eventof liquidation or bankruptcy of the Issuer or in the event of a Moratorium with respectto the Issuer, only be made after, and any set-off by a Subordinated Holder shall beexcluded until, all obligations of the Issuer resulting from deposits, unsubordinatedclaims with respect to the repayment of borrowed money and other unsubordinatedclaims have been satisfied.

For the purposes of the solvency guidelines (the ‘Solvency Guidelines’) of the DutchCentral Bank (‘De Nederlandsche Bank N.V.’) to which the Issuer is subject, theSubordinated Notes of this Series will qualify as either tier 2 capital (‘Tier 2 Notes’)

24

or tier 3 capital (‘Tier 3 Notes’), as referred to in the Solvency Guidelines, as specifiedin the applicable Pricing Supplement.

4. Redenomination

(a) Redenomination

Where redenomination is specified in the applicable Pricing Supplement as beingapplicable, the Issuer may, without the consent of the Noteholders, theReceiptholders and the Couponholders, on giving prior notice to the Agent, Euroclear,Clearstream, Luxembourg and, if applicable, Euroclear Netherlands and at least 30days’ prior notice to the Noteholders in accordance with Condition 14, elect that, witheffect from the Redenomination Date specified in the notice, the Notes shall beredenominated in euro.

The election will have effect as follows:

(i) the Notes and the Receipt shall be deemed to be redenominated into euro inthe denomination of euro 0.01 with a nominal amount for each Note andReceipt equal to the nominal amount of that Note or Receipt in the SpecifiedCurrency converted into euro at the Established Rate provided that, if theIssuer determines, with the agreement of the Agent, that the then marketpractice in respect of the redenomination into euro of internationally offeredsecurities is different from the provisions specified above, such provisionsshall be deemed to be amended so as to comply with such market practice andthe Issuer shall promptly notify the Noteholders, the stock exchange (if any) onwhich the Notes may be listed and the Agent and other Paying Agents of suchdeemed amendments;

(ii) save to the extent that an Exchange Notice has been given in accordance withparagraph (iv) below, the amount of interest due in respect of the Notes will becalculated by reference to the aggregate nominal amount of Notes presented(or, as the case may be, in respect of which Coupons are presented) forpayment by the relevant holder and the amount of such payment shall berounded down to the nearest euro 0.01;

(iii) if definitive Notes are required to be issued after the Redenomination Datethey shall be issued at the expense of the Issuer in the denominations of euro1,000, euro 10,000, euro 100,000 and (but only to the extent of any remainingamounts less than euro 1,000 or such smaller denominations as the Agent mayapprove) euro 0.01 and such other denominations as the Agent shall determineand notify to the Noteholders;

(iv) if issued prior to the Redenomination Date, all unmatured Couponsdenominated in the Specified Currency (whether or not attached to the Notes)will become void with effect from the date on which the Issuer gives notice (the‘Exchange Notice’) that replacement euro-denominated Notes, Receipts andCoupons are available for exchanges (provided that such securities are soavailable) and no payments will be made in respect of them. The paymentobligations contained in any Notes and Receipts so issued will also becomevoid on that date although those Notes and Receipts will continue to constitutevalid exchange obligations of the Issuer. New euro-denominated Notes,Receipts and Coupons will be issued in exchange for Notes, Receipts andCoupons denominated in the Specified Currency in such manner as the Agentmay specify and as shall be notified to the Noteholders in the Exchange Notice.No Exchange Notice may be given less than 15 days prior to any date forpayment of principal or interest on the Notes;

(v) after the Redenomination Date, all payments in respect of the Notes, theReceipts and the Coupons, other than payments of interest in respect ofperiods commencing before the Redenomination Date, will be made solely ineuro as though references in the Notes to the Specified Currency were to euro.Payments will be made in euro by credit or transfer to a euro account (or any

25

other account to which euro may be credited or transferred) specified by thepayee or, at the option of the payee, by a euro cheque;

(vi) if the Notes are Fixed Rate Notes and interest for any period ending on or afterthe Redenomination Date is required to be calculated for a period ending otherthan on an Interest Payment Date, it will be calculated by applying the FixedRate of Interest to each Specified Denomination, multiplying such sum by theapplicable Day Count Fraction (as defined in Condition 5(a)), and rounding theresultant figure to the nearest sub-unit of the relevant Specified Currency, halfof any such sub-unit being rounded upwards or otherwise in accordance withapplicable market convention;

(vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement willspecify any relevant changes to the provisions relating to interest; and

(viii) such other changes shall be made to these Conditions as the Issuer maydecide, after consultation with the Agent, and as may be specified in thenotice, to conform them to conventions then applicable to instrumentsdenominated in euro. Any such other changes will not take effect until afterthey have been notified to the Noteholders in accordance with Condition 14.

(b) Definitions

In these Conditions, the following expressions have the following meanings:

‘Established Rate’ means the rate for the conversion of the Specified Currency(including compliance with rules relating to roundings in accordance with applicableEuropean Community regulations) into euro established by the Council of theEuropean Union pursuant to Article 123 of the Treaty; ‘euro’ means the currencyintroduced at the start of the third stage of European economic and monetary unionpursuant to the Treaty;

‘Redenomination Date’ means (in the case of interest bearing Notes) any date forpayment of interest under the Notes or (in the case of Zero Coupon Notes) any date,in each case specified by the Issuer in the notice given to the Noteholders pursuantto paragraph (a) above and which falls on or after the date on which the country ofthe Specified Currency first participates in the third stage of European economic andmonetary union; and

‘Treaty’ means the Treaty establishing the European Communities, as amended.

5. Interest

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding nominal amount (or, if it is aPartly Paid Note, the amount paid up) from (and including) the InterestCommencement Date at the rate(s) per annum equal to the Fixed Rate(s) of Interestpayable in arrear on the Interest Payment Date(s) in each year up to and includingthe Maturity Date.

Except as provided in the applicable Pricing Supplement, the amount of interestpayable on each Interest Payment Date in respect of the Fixed Interest Period endingon (but excluding) such date will amount to the Fixed Coupon Amount. Payments ofinterest on any Interest Payment Date will, if so specified in the applicable PricingSupplement, amount to the Broken Amount so specified.

If interest is required to be calculated for a period other than a Fixed Interest Period,such interest shall be calculated by applying the Rate of Interest to each SpecifiedDenomination, multiplying such sum by the applicable Day Count Fraction, androunding the resultant figure to the nearest sub-unit of the relevant SpecifiedCurrency, half of any such sub-unit being rounded upwards or otherwise inaccordance with applicable market convention.

26

‘Day Count Fraction’ means, in respect of the calculation of an amount of interest inaccordance with this Condition 5(a):

(i) if ‘Actual/Actual (ISMA)’ is specified in the applicable Pricing Supplement:

(a) in the case of Notes where the number of days in the relevant periodfrom (and including) the most recent Interest Payment Date (or, if none,the Interest Commencement Date) to (but excluding) the relevantpayment date (the ‘Accrual Period’) is equal to or shorter than theDetermination Period during which the Accrual Period ends, the numberof days in such Accrual Period divided by the product of (1) the numberof days in such Determination Period and (2) the number ofDetermination Dates (as specified in the applicable Pricing Supplement)that would occur in one calendar year assuming interest was to bepayable in respect of the whole of that year; or

(b) in the case of Notes where the Accrual Period is longer than theDetermination Period during which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in theDetermination Period in which the Accrual Period begins dividedby the product of (x) the number of days in such DeterminationPeriod and (y) the number of Determination Dates that wouldoccur in one calendar year assuming interest was to be payable inrespect of the whole of that year; and

(2) the number of days in such Accrual Period falling in the nextDetermination Period divided by the product of (x) the number ofdays in such Determination Period and (y) the number ofDetermination Dates that would occur in one calendar yearassuming interest was to be payable in respect of the whole ofthat year; and

(ii) if ‘30/360’ is specified in the applicable Pricing Supplement, the number ofdays in the period from and including the most recent Interest Payment Date(or, if none, the Interest Commencement Date) to but excluding the relevantpayment date (such number of days being calculated on the basis of a year of360 days with 12 30-day months) divided by 360.

In these Conditions:

‘Determination Period’ means each period from (and including) a Determination Dateto (but excluding) the next Determination Date (including, where either the InterestCommencement Date or the final Interest Payment Date is not a Determination Date,the period commencing on the first Determination Date prior to, and ending on thefirst Determination Date falling after, such date);

‘Fixed Interest Period’ means the period from (and including) an Interest PaymentDate (or the Interest Commencement Date) to (but excluding) the next (or first)Interest Payment Date; and

‘sub-unit’ means, with respect to any currency other than euro, the lowest amount ofsuch currency that is available as legal tender in the country of such currency andwith respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes

(i) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest on itsoutstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from(and including) the Interest Commencement Date at the rate equal to the Rate ofInterest payable in arrear on either:

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(A) the Specified Interest Payment Date(s) in each year specified in the applicablePricing Supplement; or

(B) if no Specified Interest Payment Date(s) is/are specified in the applicablePricing Supplement, each date (each such date, together with each SpecifiedInterest Payment Date, an ‘Interest Payment Date’) which falls the number ofmonths or other period specified as the Specified Period in the applicablePricing Supplement after the preceding Interest Payment Date or, in the case ofthe first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expressionshall, in these Terms and Conditions, mean the period from (and including) anInterest Payment Date (or the Interest Commencement Date) to (but excluding) thenext (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Pricing Supplement and(x) if there is no numerically corresponding day in the calendar month in which anInterest Payment Date should occur or (y) if any Interest Payment Date wouldotherwise fall on a day which is not a Business Day, then, if the Business DayConvention specified is:

(1) in any case where Specified Periods are specified in accordance with Condition5(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i)in the case of (x) above, shall be the last day that is a Business Day in therelevant month and the provisions of (B) below shall apply mutatis mutandis or(ii) in the case of (y) above, shall be postponed to the next day which is aBusiness Day unless it would thereby fall into the next calendar month, inwhich event (A) such Interest Payment Date shall be brought forward to theimmediately preceding Business Day and (B) each subsequent InterestPayment Date shall be the last Business Day in the month which falls thenumber of months or other period specified as the Specified Period in theapplicable Pricing Supplement after the preceding applicable Interest PaymentDate occurred; or

(2) the Following Business Day Convention, such Interest Payment Date shall bepostponed to the next day which is a Business Day; or

(3) the Modified Following Business Day Convention, such Interest Payment Dateshall be postponed to the next day which is a Business Day unless it wouldthereby fall into the next calendar month, in which event such InterestPayment Date shall be brought forward to the immediately preceding BusinessDay; or

(4) the Preceding Business Day Convention, such Interest Payment Date shall bebrought forward to the immediately preceding Business Day.

In this Condition, ‘Business Day’ means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settlepayments and are open for general business (including dealing in foreignexchange and foreign currency deposits) in any Additional Business Centrespecified in the applicable Pricing Supplement; and

(B) either (1) in relation to any sum payable in a Specified Currency other thaneuro, a day on which commercial banks and foreign exchange markets settlepayments and are open for general business (including dealing in foreignexchange and foreign currency deposits) in the principal financial centre of thecountry of the relevant Specified Currency (if other than any AdditionalBusiness Centre and which if the Specified Currency is Australian dollars orNew Zealand shall be Sydney and Auckland, respectively) or (2) in relation toany sum payable in euro, a day on which the TARGET System is open. In theseConditions, ‘TARGET System’ means the Trans-European Automated Real-TimeGross Settlement Express Transfer (TARGET) System.

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(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes andIndex Linked Interest Notes will be determined in the manner specified in theapplicable Pricing Supplement on the following basis:

(A) ISDA Determination Where ISDA Determination is specified in the applicablePricing Supplement as the manner in which the Rate of Interest is to bedetermined, the Rate of Interest for each Interest Period will be the relevantISDA Rate plus or minus (as indicated in the applicable Pricing Supplement)the Margin (if any). For the purposes of this sub¬paragraph (A), ‘ISDA Rate’ foran Interest Period means a rate equal to the Floating Rate that would bedetermined by the Agent under an interest rate swap transaction if the Agentwere acting as Calculation Agent for that swap transaction under the terms ofan agreement incorporating the 2000 ISDA Definitions, as published by theInternational Swaps and Derivatives Association, Inc., and as amended andupdated as at the Issue Date of the first Tranche of the Notes (the ‘ISDADefinitions’) and under which:

(1) the Floating Rate Option is as specified in the applicable PricingSupplement;

(2) the Designated Maturity is the period specified in the applicable PricingSupplement; and

(3) the relevant Reset Date is either (i) if the applicable Floating Rate Optionis based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (‘EURIBOR’), the first day of that InterestPeriod or (ii) in any other case, as specified in the applicable PricingSupplement.

For the purposes of this sub-paragraph (A), ‘Floating Rate’, ‘CalculationAgent’, ‘Floating Rate Option’, ‘Designated Maturity’ and ‘Reset Date’have the meanings given to those terms in the ISDA Definitions.

When this sub-paragraph (A) applies, in respect of each relevant InterestPeriod the Agent will be deemed to have discharged its obligationsunder Condition 5(b)(iv) in respect of the determination of the Rate ofInterest if it has determined the Rate of Interest in respect of suchInterest Period in the manner provided in this sub-paragraph (A).

(B) Screen Rate Determination Where Screen Rate Determination is specified inthe applicable Pricing Supplement as the manner in which the Rate of Interestis to be determined, the Rate of Interest for each Interest Period will, subjectas provided below, be either:

(1) the offered quotation (if there is only one quotation on the RelevantScreen Page); or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place,with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Ratewhich appears or appear, as the case may be, or the Relevant ScreenPage as at 11.00 a.m. (London time, in the case of LIBOR, or Brusselstime, in the case of EURIBOR) on the Interest Determination Date inquestion plus or minus (as indicated in the applicable PricingSupplement) the Margin (if any), all as determined by the Agent. If fiveor more such offered quotations are available on the Relevant ScreenPage, the highest (or, if there is more than one such highest quotation,one only of such quotations) and the lowest (or, if there is more thanone such lowest quotation, one only of such quotations) shall bedisregarded by the Agent for the purpose of determining the arithmeticmean (rounded as provided above) of such offered quotations.

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The Agency Agreement contains provisions for determining the Rate ofInterest pursuant to this subparagraph (B) in the event that the RelevantScreen Page is not available or if, in the case of (1) above, no suchquotation appears or, in the case of (2) above, fewer than three suchoffered quotations appear, in each case as at the time specified in thepreceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes isspecified in the applicable Pricing Supplement as being other than LIBOR orEURIBOR, the Rate of Interest in respect of such Notes will be determined asprovided in the applicable Pricing Supplement.

(iii) Minimum and/or Maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for anyInterest Period, then the Rate of Interest for such Interest Period shall in no event beless than such Minimum Rate of Interest and/or if it specifies a Maximum Rate ofInterest for any Interest Period, then the Rate of Interest for such Interest Period shallin no event be greater than such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and calculation of Interest Amounts

The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the caseof Index Linked Interest Notes, will at or as soon as practicable after each time atwhich the Rate of Interest is to be determined, determine the Rate of Interest for therelevant Interest Period. In the case of Index Linked Interest Notes, the CalculationAgent will notify the Agent of the Rate of Interest for the relevant Interest Period assoon as practicable after calculating the same.

The Agent will calculate the amount of interest (the ‘Interest Amount’) payable on theFloating Rate Notes or Index Linked Interest Notes in respect of each SpecifiedDenomination for the relevant Interest Period. Each Interest Amount shall becalculated by applying the Rate of Interest to each Specified Denomination,multiplying such sum by the applicable Day Count Fraction, and rounding theresultant figure to the nearest sub-unit of the Specified Currency, half of any suchsub-unit being rounded upwards or otherwise in accordance with any applicablemarket convention.

‘Day Count Fraction’ means, in respect of the calculation of an amount of interest inaccordance with this Condition 5(b):

(i) if ‘Actual/365’ or ‘Actual/Actual’ is specified in the applicable PricingSupplement, the actual number of days in the Interest Period divided by 365(or, if any portion of that Interest Period falls in a leap year, the sum of (A) theactual number of days in that portion of the Interest Period falling in a leapyear divided by 366 and (B) the actual number of days in that portion of theInterest Period falling in a non-leap year divided by 365);

(ii) if ‘Actual/365 (Fixed)’ is specified in the applicable Pricing Supplement, theactual number of days in the Interest Period divided by 365;

(iii) if ‘Actual/365 (sterling)’ is specified in the applicable Pricing Supplement, theactual number of days in the Interest Period divided by 365 or, in the case ofan Interest Payment Date falling in a leap year, 366;

(iv) if ‘Actual/360’ is specified in the applicable Pricing Supplement, the actualnumber of days in the Interest Period divided by 360;

(v) if ‘30/360’, ‘360/360’ or ‘Bond Basis’ is specified in the applicable PricingSupplement, the number of days in the Interest Period divided by 360 (thenumber of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the Interest Period is the 31st day of amonth but the first day of the Interest Period is a day other than the 30th or

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31st day of a month, in which case the month that includes that last day shallnot be considered to be shortened to a 30-day month, or (b) the last day of theInterest Period is the last day of the month of February, in which case themonth of February shall not be considered to be lengthened to a 30-daymonth)); and

(vi) if ‘30E/360’ or ‘Eurobond Basis’ is specified in the applicable PricingSupplement, the number of days in the Interest Period divided by 360 (thenumber of days to be calculated on the basis of a year of 360 days with 1230-days months, without regard to the date of the first day or last day of theInterest Period unless, in the case of the final Interest Period, the MaturityDate is the last day of the month of February, in which the case the month ofFebruary shall not be considered to be lengthened to a 30-day month).

(v) Notification of Rate of Interest and Interest Amount

The Agent will cause the Rate of Interest and each Interest Amount for each InterestPeriod and the relevant Interest Payment Date to be notified to the Issuer and anystock exchange on which the relevant Floating Rate Notes or Index Linked InterestNotes are for the time being listed no later than the first day of the relevant InterestPeriod, and notice thereof to be published in accordance with Condition 14 as soonas possible after their determination but in no event later than the fourth AmsterdamBusiness Day thereafter. Each Interest Amount and Interest Payment Date so notifiedmay subsequently be amended (or appropriate alternative arrangements made byway of adjustment) in the event of an extension or shortening of the Interest Period.Any such amendment will be promptly notified to each stock exchange on which therelevant Floating Rate Notes or Index Linked Interest Notes are for the time beinglisted and to the Noteholders in accordance with Condition 14. For the purposes ofthis paragraph, the expression ‘Amsterdam Business Day’ means a day (other than aSaturday or Sunday) on which banks and foreign exchange markets are open forbusiness in Amsterdam.

(vi) Certificates to be Final

All certificates, communications, opinions, determinations, calculations, quotationsand decisions given, expressed, made or obtained for the purposes of the provisionsof this paragraph (b), whether by the Agent or, if applicable, the Calculation Agent,shall (in the absence of wilful default, bad faith or manifest error) be binding on theIssuer, the Agent, the Calculation Agent (if applicable), the other Paying Agents andall Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid)no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholdersshall attach to the Agent or, if applicable, the Calculation Agent in connection withthe exercise or non-exercise by it of its powers, duties and discretions pursuant tosuch provisions.

(c) Interest on Dual Currency Interest Notes

In the case of Dual Currency Interest Notes, if the rate or amount of interest falls tobe determined by reference to a Rate of Exchange, the rate or amount of interestpayable shall be determined in the manner specified in the applicable PricingSupplement.

(d) Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero CouponNotes), interest will accrue as aforesaid on the paid-up nominal amount of suchNotes and otherwise as specified in the applicable Pricing Supplement.

(e) Accrual of Interest

Each Note (or in the case of the redemption of part only of a Note, that part only ofsuch Note) will cease to bear interest (if any) from the date for its redemption unless,

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upon due presentation thereof, payment of principal is improperly withheld orrefused. In such event, interest will continue to accrue until whichever is the earlierof:

(1) the date on which all amounts due in respect of such Note have been paid; and

(2) five days after the date on which the full amount of the moneys payable hasbeen received by the Agent and notice to that effect has been given to theNoteholders in accordance with Condition 14 or individually.

(f ) Deferral of Interest on Tier 3 Notes

Notwithstanding anything to the contrary contained elsewhere in this Condition 5,interest on the Tier 3 Notes of this Series will not be payable on any Interest PaymentDate if and to the extent that at the time of, or as a result of such payment theIssuer’s actual Own Funds (as defined below) would amount to less than 100 percent. of the Issuer’s required minimum amount of Own Funds under the SolvencyGuidelines. Any interest in respect of the Tier 3 Notes of this Series not paid on anInterest Payment Date on which such interest would otherwise be payable willconstitute arrears of interest (‘Arrears of Interest’) and will become payable and willbe paid by the Issuer as soon as and to the extent that the Issuer will, after suchpayment has been made, meet the solvency test referred to in the previous sentence.Any Arrears of Interest will also become fully payable on the date of the dissolutionof the Issuer, the date on which the Issuer is declared bankrupt or the date on whicha moratorium resulting from the application of emergency measures as referred to inChapter X of the Dutch 1992 Act on the Supervision of the Credit System (Wettoezicht kredietwezen 1992) is declared in respect of the Issuer. Where any amount ofinterest or Arrears of Interest is not paid in full, each part payment shall be made prorata to the Tier 3 Noteholders of this Series and shall be in respect of the interestaccrued furthest from the date of payment. Any Arrears of Interest shall notthemselves bear interest.

‘Own Funds’ means the amount of shareholders’ and other funds which qualify asactual own funds (‘toetsingsvermogen’) under the Solvency Guidelines.

6. Payments

(a) Method of Payment

Subject as provided below:

(i) payments in a Specified Currency other than euro will be made by credit ortransfer to an account in the relevant Specified Currency (which, in the case ofa payment in Japanese yen to a non-resident of Japan, shall be a non-residentaccount) maintained by the payee with, or by a cheque in such SpecifiedCurrency drawn on, a bank in the principal financial centre of the country ofsuch Specified Currency (which, if the Specified Currency is Australian or NewZealand dollars, shall be Sydney and Auckland, respectively); and

(ii) payments in euro will be made by credit or transfer to a euro account (or anyother account to which euro may be credited or transferred) specified by thepayee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to any fiscal or other laws and regulationsapplicable thereto in the place of payment, but without prejudice to the provisions ofCondition 8.

(b) Presentation of Notes, Receipts and Coupons

Other than in the case of definitive Notes in CF-Form, payments of principal in respectof definitive Notes will (subject as provided below) be made in the manner providedin paragraph (a) above only against presentation and surrender (or, in the case ofpart payment of any sum due, endorsement) of definitive Notes, and payments of

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interest in respect of definitive Notes will (subject as provided below) be made asaforesaid only against presentation and surrender (or, in the case of part payment ofany sum due, endorsement) of Coupons, in each case at the specified office of anyPaying Agent (in the case of any payments to be made in U.S. dollars, outside theUnited States (as defined below)).

Payments of principal in respect of any definitive Notes in CF-form will be made in themanner provided in paragraph (a) above only against surrender of definitive Notestogether with the Coupon sheet attached. Payments of interest in respect of anydefinitive Notes in CF-form will be made in conformity with the agreement concludedbetween the Issuer and the ‘Algemeen Obligatiekantoor van het Centrum voorFondsenadministratie BV’ in Amsterdam, under which agreement the Issuer hasaccepted the rules and regulations of the Obligatiekantoor.

Payments of instalments of principal (if any), other than the final instalment, will(subject as provided below) be made in the manner provided in paragraph (a) aboveagainst presentation and surrender (or, in the case of part payment of any sum due,endorsement) of the relevant Receipt. Payment of the final instalment will be made inthe manner provided in paragraph (a) above against presentation and surrender (or,in the case of part payment of any sum due, endorsement) of the relevant Note. EachReceipt must be presented for payment of the relevant instalment together with thedefinitive Note to which it appertains. Receipts presented without the definitive Noteto which they appertain do not constitute valid obligations of the Issuer. Upon thedate on which any definitive Note becomes due and repayable, unmatured Receipts(if any) relating thereto (whether or not attached) shall become void and no paymentshall be made in respect thereof.

Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index LinkedNotes and Long Maturity Notes (as defined below)) should be presented for paymenttogether with all unmatured Coupons appertaining thereto (which expression shallfor this purpose include Coupons falling to be issued on exchange of maturedTalons), failing which the amount of any missing unmatured Coupon (or, in the caseof payment not being made in full, the same proportion of the amount of suchmissing unmatured Coupon as the sum so paid bears to the sum due) will bededucted from the sum due for payment. Each amount of principal so deducted willbe paid in the manner mentioned above against surrender of the relative missingCoupon at any time before the expiry of ten years after the Relevant Date (as definedin Condition 8) in respect of such principal (whether or not such Coupon wouldotherwise have become void under Condition 9) or, if later, five years from the dateon which such Coupon would otherwise have become due. Upon any Fixed Rate Notebecoming due and repayable prior to its Maturity Date, all unmatured Receipts andTalons (if any) appertaining thereto will become void and no payments in respect ofany such Receipts and no further Coupons in respect of any such Talons will be madeor issued, as the case may be.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index LinkedNote or Long Maturity Note in definitive form becomes due and repayable,unmatured Receipts, Coupons and Talons (if any) relating thereto (whether or notattached) shall become void and no payment or, as the case may be, exchange forfurther Coupons shall be made in respect thereof. Where any such Note is presentedfor redemption without all unmatured Receipts, Coupons or Talons relating to it,redemption shall be made only against the provision of such indemnity as the Issuermay require. A ‘Long Maturity Note’ is a Fixed Rate Note (other than a Fixed Rate Notewhich on issue had a Talon attached) whose nominal amount on issue is less thanthe aggregate interest payable thereon provided that such Note shall cease to be aLong Maturity Note on the Interest Payment Date on which the aggregate amount ofinterest remaining to be paid after that date is less than the nominal amount of suchNote.

If the due date for redemption of any definitive Note is not an Interest Payment Date,interest (if any) accrued in respect of such Note from (and including) the preceding

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Interest Payment Date or, as the case may be, the Interest Commencement Date shallbe payable only against surrender of the relevant definitive Note.

Payments of principal and interest (if any) in respect of Notes represented by anyglobal Note will (subject as provided below) be made in the manner specified abovein relation to definitive Notes and otherwise in the manner specified in the relevantglobal Note against presentation or surrender, as the case may be, of such globalNote at the specified office of any Paying Agent outside the United States. A record ofeach payment made against presentation or surrender of such global Note,distinguishing between any payment of principal and any payment of interest, will bemade on such global Note by such Paying Agent and such record shall be prima facieevidence that the payment in question has been made.

The holder of a global Note shall be the only person entitled to receive payments inrespect of Notes represented by such global Note and the Issuer will be dischargedby payment to, or to the order of, the holder of such global Note in respect of eachamount so paid. Each of the persons shown in the records of Euroclear orClearstream, Luxembourg as the beneficial holder of a particular nominal amount ofNotes represented by such global Note must look solely to Euroclear or Clearstream,Luxembourg, as the case may be, for his share of each payment so made by theIssuer to, or to the order of, the holder of such global Note. No person other than theholder of such global Note shall have any claim against the Issuer in respect of anypayments due on that global Note.

Notwithstanding the foregoing, U.S. dollar payments of principal and interest inrespect of the Notes will be made at the specified office of a Paying Agent in theUnited States (which expression, as used herein, means the United States of America(including the States and the District of Columbia, its territories, its possessions andother areas subject to its jurisdiction)) if:

(i) the Issuer has appointed Paying Agents with specified offices outside theUnited States with the reasonable expectation that such Paying Agents wouldbe able to make payment in U.S. dollars at such specified offices outside theUnited States of the full amount of principal and interest on the Notes in themanner provided above when due;

(ii) payment of the full amount of such principal and interest at all such specifiedoffices outside the United States is illegal or effectively precluded by exchangecontrols or other similar restrictions on the full payment or receipt of principaland interest in U.S. dollars; and

(iii) such payment is then permitted under United States law without involving, inthe opinion of the Issuer, adverse tax consequences to the Issuer.

(c) Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon isnot a Payment Day, the holder thereof shall not be entitled to payment until the nextfollowing Payment Day in the relevant place and shall not be entitled to furtherinterest or other payment in respect of such delay. For these purposes (unlessotherwise specified in the applicable Pricing Supplement), ‘Payment Day’ means anyday which (subject to Condition 9) is:

(i) a day on which commercial banks and foreign exchange markets settlepayments and are open for general business (including dealing in foreignexchange and foreign currency deposits) in:

(A) the relevant place of presentation; and

(B) any Additional Financial Centre specified in the applicable PricingSupplement; and

(ii) either (1) in relation to any sum payable in a Specified Currency other thaneuro, a day on which commercial banks and foreign exchange markets settle

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payments and are open for general business (including dealing in foreignexchange and foreign currency deposits) in the principal financial centre of thecountry of the relevant Specified Currency (if other than the place ofpresentation and any Additional Financial Centre and which if the SpecifiedCurrency is Australian or New Zealand dollars shall be Sydney and Auckland,respectively) or (2) in relation to any sum payable in euro, a day on which theTARGET System is open.

(d) Interpretation of Principal and Interest

Any reference in these Terms and Conditions to principal in respect of the Notes shallbe deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal underCondition 8;

(ii) the Final Redemption Amount of the Notes;

(iii) the Early Redemption Amount of the Notes;

(iv) the Optional Redemption Amount(s) (if any) of the Notes;

(v) in relation to Instalment Notes, the Instalment Amounts;

(vi) in relation to Zero Coupon Notes, the Amortised Face Amount; and

(vii) any premium and any other amounts (other than interest) which may bepayable by the Issuer under or in respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shallbe deemed to include, as applicable, any additional amounts which may be payablewith respect to interest under Condition 8.

7. Redemption and Purchase

(a) At Maturity

Unless previously redeemed or purchased and cancelled as specified below, eachNote (including each Index Linked Redemption Note and Dual Currency RedemptionNote) will be redeemed by the Issuer at its Final Redemption Amount specified in, ordetermined in the manner specified in, the applicable Pricing Supplement in therelevant Specified Currency on the Maturity Date or by instalments in the InstalmentAmount(s) and on the Instalment Date(s) specified in the applicable PricingSupplement (in the case of a Note redeemable in instalments).

(b) Redemption for Tax Reasons

Subject as provided in paragraph (e) below and unless otherwise specified in theapplicable Pricing Supplement, Notes may be redeemed at the option of the Issuer inwhole, but not in part, at any time (in the case of Notes other than Floating RateNotes, Index Linked Interest Notes or Dual Currency Interest Notes) or on any InterestPayment Date (in the case of Floating Rate Notes, Index Linked Interest Notes or DualCurrency Interest Notes), on giving not less than 30 nor more than 60 days’ notice tothe Noteholders in accordance with Condition 14 (which notice shall be irrevocable)if, on the occasion of the next payment due under the Notes, the Issuer has or willbecome obliged to pay additional amounts as provided or referred to in Condition 8as a result of any change in, or amendment to, the laws or regulations of TheNetherlands or any political subdivision or any authority thereof or therein havingpower to tax, or any change in the application or official interpretation of such lawsor regulations, which change or amendment becomes effective on or after the IssueDate of the first Tranche of the Notes.

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Each Note redeemed pursuant to this Condition 7(b) will be redeemed at its EarlyRedemption Amount referred to in paragraph (e) below together (if appropriate) withinterest accrued to (but excluding) the date of redemption.

(c) Redemption at the Option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Pricing Supplement, the Issuer may,subject as provided in paragraph (e) below and having given:

(i) not less than 15 nor more than 30 days’ notice to the Noteholders inaccordance with Condition 14; and

(ii) not less than 15 days before the giving of the notice referred to in (i), notice tothe Agent,

(both of which notices shall be irrevocable), redeem all or some only of the Notesthen outstanding on the Optional Redemption Date(s) and at the OptionalRedemption Amount(s) specified in, or determined in the manner specified in, theapplicable Pricing Supplement together, if appropriate, with interest accrued to (butexcluding) the Optional Redemption Date(s).

Any such redemption must be of a nominal amount not less than the MinimumRedemption Amount and not higher than the Maximum Redemption Amount, both asindicated (if at all) in the applicable Pricing Supplement. In the case of a partialredemption of Notes, the Notes to be redeemed (‘Redeemed Notes’) will be selectedindividually by lot, in the case of Redeemed Notes represented by definitive Notes,and in accordance with the rules of Euroclear, Clearstream, Luxembourg and/orEuroclear Netherlands, in the case of Redeemed Notes represented by a global Note,not more than 30 days prior to the date fixed for redemption (such date of selectionbeing hereinafter called the ‘Selection Date’). In the case of Redeemed Notesrepresented by definitive Notes, a list of the serial numbers of such Redeemed Noteswill be published in accordance with Condition 14 not less than 15 days prior to thedate fixed for redemption. The aggregate nominal amount of Redeemed Notesrepresented by definitive Notes shall bear the same proportion to the aggregatenominal amount of all Redeemed Notes as the aggregate nominal amount ofdefinitive Notes outstanding bears to the aggregate nominal amount of the Notesoutstanding, in each case on the Selection Date, provided that such first mentionednominal amount shall, if necessary, be rounded downwards to the nearest integralmultiple of the Specified Denomination, and the aggregate nominal amount ofRedeemed Notes represented by a global Note shall be equal to the balance of theRedeemed Notes. No exchange of the relevant global Note will be permitted duringthe period from and including the Selection Date to and including the date fixed forredemption pursuant to this sub-paragraph (c) and notice to that effect shall be givenby the Issuer to the Noteholders in accordance with Condition 14 at least 5 days priorto the Selection Date.

(d) Redemption of Notes at the Option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Pricing Supplement, upon the holder ofany Note giving to the Issuer in accordance with Condition 14 not less than 15 normore than 30 days’ notice or such other period of notice as is specified in theapplicable Pricing Supplement (which notice shall be irrevocable), the Issuer will,upon the expiry of such notice, redeem, subject to, and in accordance with, the termsspecified in the applicable Pricing Supplement, in whole (but not in part), such Noteon the Optional Redemption Date and at the Optional Redemption Amount specifiedin, or determined in the manner specified in, the applicable Pricing Supplementtogether, if appropriate, with interest accrued to (but excluding) the OptionalRedemption Date.

To exercise the right to require redemption of this Note its holder must, if this Note isin definitive form and held outside Euroclear and Clearstream, Luxembourg or, ifapplicable, Euroclear Netherlands, deliver at the specified office of any Paying Agent

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at any time during normal business hours of such Paying Agent falling within thenotice period, a duly signed and completed notice of exercise in the form (for thetime being current) obtainable from any specified office of any Paying Agent (a ‘PutNotice’) and in which the holder must specify a bank account (or, if payment isrequired to be made by cheque, an address) to which payment is to be made underthis Condition accompanied by this Note or evidence satisfactory to the Paying Agentconcerned that this Note will, following delivery of the Put Notice, be held to its orderor under its control.

If this Note is represented by a global Note or is in definitive form and held throughEuroclear or Clearstream, Luxembourg or, if applicable, Euroclear Netherlands, toexercise the right to require redemption of this Note the holder of this Note must,within the notice period, give notice to the Agent of such exercise in accordance withthe standard procedures of Euroclear and Clearstream, Luxembourg or, if applicable,Euroclear Netherlands (which may include notice being given on his instruction byEuroclear or Clearstream, Luxembourg or any common depositary for them or, ifapplicable, Euroclear Netherlands to the Agent by electronic means) in a formacceptable to Euroclear and Clearstream, Luxembourg or, if applicable, EuroclearNetherlands from time to time and, if this Note is represented by a global Note, at thesame time present or procure the presentation of the relevant global Note to theAgent for notation accordingly.

(e) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 10, each Note will be redeemedat its Early Redemption Amount calculated as follows:

(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price,at the Final Redemption Amount thereof; or

(ii) in the case of a Zero Coupon Note, at an amount (the ‘Amortised Face Amount’)equal to the product of:

(A) the Reference Price; and

(B) the sum of the figure 1 and the Accrual Yield, raised to the power of x,where ‘x’ is a fraction the numerator of which is equal to the number ofdays (calculated on the basis of a 360-day year consisting of 12 monthsof 30 days each) from (and including) the Issue Date of the first Trancheof the Notes to (but excluding) the date fixed for redemption or (as thecase may be) the date upon which such Note becomes due andrepayable and the denominator of which is 360,

or on such other calculation basis as may be specified in the applicable PricingSupplement; and

(iii) in any other case, at the amount specified in, or determined in the mannerspecified in, the applicable Pricing Supplement or, if no such amount ormanner is so specified in the Pricing Supplement, at their nominal amount.

Redemption of Subordinated Notes pursuant to paragraph (b), (c) or (d) above mayonly be effected after the Issuer has obtained the written consent of DeNederlandsche Bank N.V.

(f ) Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the InstalmentDates specified in the applicable Pricing Supplement. In the case of earlyredemption, the Early Redemption Amount will be determined pursuant to paragraph(e) above.

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(g) Partly Paid Notes

If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity, earlyredemption or otherwise, in accordance with the provisions of this Condition and theapplicable Pricing Supplement.

(h) Purchases

The Issuer or any of its subsidiaries may at any time purchase Notes (provided that,in the case of definitive Notes, all unmatured Receipts, Coupons and Talonsappertaining thereto are purchased therewith) at any price in the open market orotherwise. Such Notes may be held, re-issued, resold or, at the option of the Issuer,surrendered to any Paying Agent for cancellation.

(i) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with allunmatured Receipts and Coupons attached thereto or surrendered therewith at thetime of redemption). All Notes so cancelled and the Notes purchased and cancelledpursuant to paragraph (h) above (together with all unmatured Receipts and Couponscancelled therewith) shall be forwarded to the Agent and cannot be re-issued orresold.

(j) Late Payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of suchZero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon itsbecoming due and repayable as provided in Condition 10 is improperly withheld orrefused, the amount due and repayable in respect of such Zero Coupon Note shall bethe amount calculated as provided in paragraph (e)(ii) above as though thereferences therein to the date fixed for the redemption or the date upon which suchZero Coupon Note becomes due and payable were replaced by references to the datewhich is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note havebeen paid; and

(ii) five days after the date on which the full amount of the moneys payable hasbeen received by the Agent and notice to that effect has been given to theNoteholders, in accordance with Condition 14.

(k) Deferral of Principal of Tier 3 Notes

The principal of Tier 3 Notes will not be repayable on the due date thereof if and tothe extent that at the time or as a result of such payment the Issuer’s actual OwnFunds (as defined in Condition 5(f )) would amount to less than 100 per cent. of theIssuer’s required minimum amount of Own Funds under the Solvency Guidelines. Anyprincipal of Tier 3 Notes not paid on the date on which such principal wouldotherwise be payable will be paid by the Issuer if and to the extent that the Issuerwill meet the solvency test referred to in the previous sentence. Any arrears ofprincipal will also become fully payable on the date of dissolution of the Issuer, thedate on which the Issuer is declared bankrupt or the date on which a moratoriumresulting from the application of emergency measures as referred to in Chapter X ofthe Act on the Supervision of the Credit System 1992 is declared in respect of theIssuer. Where any amount of principal is paid in part, each part payment shall bemade pro rata to the Tier 3 Noteholders. Any arrears of principal shall continue tobear interest at the rate applicable to the relevant Tier 3 Notes.

8. Taxation

All payments of principal and interest in respect of the Notes, Receipts and Couponsby the Issuer will be made without withholding or deduction for or on account of any

38

present or future taxes or duties, assessments or governmental charges of whatevernature imposed or levied by or on behalf of The Netherlands or any politicalsubdivision or any authority thereof or therein having power to tax, unless suchwithholding or deduction is required by law. In such event, the Issuer will, dependingon which provision is specified in the applicable Pricing Supplement, either:

(a) make the required withholding or deduction of such taxes, duties,assessments or governmental charges for the account of the holders of theNotes, Receipts or Coupons, as the case may be, and shall not pay anyadditional amounts to the holders of the Notes, Receipts or Coupons; or

(b) pay such additional amounts as shall be necessary in order that the netamounts received by the holders of the Notes, Receipts or Coupons after suchwithholding or deduction shall equal the respective amounts of principal andinterest which would otherwise have been receivable in respect of the Notes,Receipts or Coupons, as the case may be, in the absence of such withholdingor deduction; except that no such additional amounts shall be payable withrespect to any Note, Receipt or Coupon:

(i) presented for payment by or on behalf of a Noteholder, Receiptholder orCouponholder who is liable for such taxes or duties in respect of suchNote, Receipt or Coupon by reason of his having some connection withThe Netherlands other than the mere holding of such Note, Receipt orCoupon or the receipt of principal or interest in respect thereof; or

(ii) presented for payment by or on behalf of a Noteholder, Receiptholder orCouponholder who would not be liable or subject to the withholding ordeduction by making a declaration of non-residence or other similarclaim for exemption to the relevant tax authority; or

(iii) presented for payment by or on behalf of a Noteholder, Receiptholder orCouponholder who would have been able to avoid such withholding ordeduction by presenting the relevant Note, Receipt or Coupon to anotherPaying Agent in a Member State of the European Union; or

(iv) presented for payment more than 30 days after the Relevant Date (asdefined below) except to the extent that the holder thereof would havebeen entitled to an additional amount on presenting the same forpayment on such thirtieth day assuming that day to have been aPayment Day (as defined in Condition 6(c)); or

(v) where such withholding or deduction is imposed on a payment to anindividual and is required to be made pursuant to European UnionDirective 2003/48/EC or any other Directive implementing theconclusions of the ECOFIN Council meeting of 26th-27th November, 2000on the taxation of savings income or any law implementing or complyingwith, or introduced in order to conform to, such Directive.

As used herein, the ‘Relevant Date’ means the date on which such payment firstbecomes due, except that, if the full amount of the moneys payable has not beenduly received by the Agent on or prior to such due date, it means the date on which,the full amount of such moneys having been so received, notice to that effect is dulygiven to the Noteholders in accordance with Condition 14. If and to the extent that inrespect of the Tier 3 Notes of any Series any amount is not payable or repayablepursuant to Condition 5(f ) or 7(k), the Relevant Date shall be the date on which anysuch amount becomes first payable or repayable.

9. Prescription

The Notes, Receipts and Coupons will become void unless presented for paymentwithin a period of five years after the Relevant Date (as defined in Condition 8)therefor.

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There shall not be included in any Coupon sheet issued on exchange of a Talon anyCoupon the claim for payment in respect of which would be void pursuant to thisCondition or Condition 6(b) or any Talon which would be void pursuant to Condition6(b).

10. Events of Default

If (in the case of an issue of Senior Notes) any one or more of the following events or(in the case of an issue of Subordinated Notes) either or both of the events specifiedin (iii) and (iv) (each an ‘Event of Default’) shall have occurred and be continuing:

(i) default is made for more than 30 days in the payment of interest or principal inrespect of the Notes; or

(ii) the Issuer fails to perform or observe any of its other obligations under theNotes and such failure has continued for the period of 60 days next followingthe service on the Issuer of notice requiring the same to be remedied; or

(iii) the Issuer is declared bankrupt, or a declaration in respect of the Issuer ismade under Chapter 10 of the Act on the Supervision of the Credit System (Wettoezicht kredietwezen 1992) of The Netherlands; or

(iv) an order is made or an effective resolution is passed for the winding up orliquidation of the Issuer unless this is done in connection with a merger,consolidation or other form of combination with another company and suchcompany assumes all obligations contracted by the Issuer in connection withthe Notes,

then any Noteholder may, by written notice to the Issuer at the specified office of theAgent, effective upon the date of receipt thereof by the Agent, declare the Note heldby the holder to be forthwith due and payable whereupon the same shall becomeforthwith due and payable at its Early Redemption Amount (as described in Condition7(e)), together with accrued interest (if any) to the date of repayment, withoutpresentment, demand, protest or other notice of any kind provided that repayment ofSubordinated Notes under this Condition will only be effected after the Issuer hasobtained the prior written consent of De Nederlandsche Bank N.V.

11. Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced ordestroyed, it may be replaced at the specified office of the Agent upon payment bythe claimant of such costs and expenses as may be incurred in connection therewithand on such terms as to evidence and indemnity as the Issuer may reasonablyrequire. Mutilated or defaced Notes, Receipts, Coupons or Talons must besurrendered before replacements will be issued.

12. Agent and Paying Agents

The names of the initial Agent and the other initial Paying Agents and their initialspecified offices are set out below.

The Issuer is entitled to vary or terminate the appointment of any Paying Agentand/or appoint additional or other Paying Agents and/or approve any change in thespecified office through which any Paying Agent acts, provided that:

(i) so long as the Notes are listed on any stock exchange, there will at all times bea Paying Agent with a specified office in such place as may be required by therules and regulations of the relevant stock exchange;

(ii) there will at all times be a Paying Agent with a specified office in a city incontinental Europe;

(iii) there will at all times be an Agent; and

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(iv) the Issuer undertakes that it will ensure that it maintains a Paying Agent in aMember State of the European Union that is not obliged to withhold or deducttax pursuant to European Council Directive 2003/48/EC or any other Directiveimplementing the conclusions of the ECOFIN Council meeting of 26th to 27thNovember, 2000 or any law implementing or complying with, or introduced inorder to conform to, such Directive.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specifiedoffice in New York City in the circumstances described in the final paragraph ofCondition 6(b). Any variation, termination, appointment or change shall only takeeffect (other than in the case of insolvency, when it shall be of immediate effect) afternot less than 30 nor more than 45 days’ prior notice thereof shall have been given tothe Noteholders in accordance with Condition 14.

13. Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in anyCoupon sheet matures, the Talon (if any) forming part of such Coupon sheet may besurrendered at the specified office of the Agent or any other Paying Agent inexchange for a further Coupon sheet including (if such further Coupon sheet does notinclude Coupons to (and including) the final date for the payment of interest due inrespect of the Note to which it appertains) a further Talon, subject to the provisionsof Condition 9. Each Talon shall, for the purposes of these Terms and Conditions, bedeemed to mature on the Interest Payment Date on which the final Couponcomprised in the relative Coupon sheet matures.

14. Notices

All notices regarding the Notes shall be published (i) in at least one daily newspaperof wide circulation in The Netherlands, (ii) if so specified in the applicable PricingSupplement in a leading English language daily newspaper of general circulation inLondon, (iii) if and for so long as the Notes are listed on Euronext Amsterdam, in theDaily Official List of Euronext Amsterdam N.V. (‘Officiële Prijscourant’) and (iv) if andfor so long as the Notes are listed on the Luxembourg Stock Exchange, in a dailynewspaper of general circulation in Luxembourg. It is expected that such publicationwill be made in the Financial Times in London (in the case of (ii) above) and theLuxemburger Wort (in the case of (iv) above). Any such notice will be deemed to havebeen given on the date of the first publication in all the newspapers in which suchpublication is required to be made.

Except in the case of Notes listed on the Luxembourg Stock Exchange, until such timeas any definitive Notes are issued, there may (provided that, in the case of anypublication required by a stock exchange, the rules of the stock exchange so permit),so long as the global Note(s) is or are held in its or their entirety on behalf ofEuroclear and Clearstream, Luxembourg, be substituted for publication in some or allof the newspapers referred to above, the delivery of the relevant notice to Euroclearand Clearstream, Luxembourg for communication by them to the holders of theNotes. Any such notice shall be deemed to have been given to the holders of theNotes on the seventh day after the day on which the said notice was given toEuroclear and Clearstream, Luxembourg.

Notices to be given by any holder of the Notes shall be in writing and given bylodging the same, together (in the case of any Note in definitive form) with therelative Note or Notes, with the Agent. Whilst any of the Notes are represented by aglobal Note, such notice may be given by any holder of a Note to the Agent viaEuroclear and/or Clearstream, Luxembourg, as the case may be, in such manner asthe Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, mayapprove for this purpose.

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15. Meetings of Noteholders, Modification and Waiver

The Agency Agreement contains provisions for convening meetings of theNoteholders to consider any matter affecting their interests, including thesanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts,the Coupons or certain provisions of the Agency Agreement. Such a meeting may beconvened by the Issuer or Noteholders holding not less than five per cent. in nominalamount of the Notes for the time being remaining outstanding. The quorum at anysuch meeting for passing an Extraordinary Resolution is one or more persons holdingor representing not less than 50 per cent. in nominal amount of the Notes for thetime being outstanding, or at any adjourned meeting one or more persons being orrepresenting Noteholders whatever the nominal amount of the Notes so held orrepresented, except that at any meeting the business of which includes themodification of certain provisions of the Notes, Receipts or Coupons (includingmodifying the date of maturity of the Notes or any date for payment of interestthereof, reducing or cancelling the amount of principal or the rate of interest payablein respect of the Notes or altering the currency of payment of the Notes, Receipts orCoupons), the necessary quorum for passing an Extraordinary Resolution will be oneor more persons holding or representing not less than two-thirds, or at any adjournedsuch meeting not less than one-third, in nominal amount of the Notes for the timebeing outstanding. An Extraordinary Resolution passed at any meeting of theNoteholders shall be binding on all the Noteholders, whether or not they are presentat the meeting, and on all Receiptholders and Couponholders.

The Agent and the Issuer may agree, without the consent of the Noteholders,Receiptholders or Couponholders, to:

(i) any modification (except as mentioned above) of the Agency Agreement whichis not materially prejudicial to the interests of the Noteholders; or

(ii) any modification of the Notes, the Receipts, the Coupons or the AgencyAgreement which is of a formal, minor or technical nature or is made to correcta manifest or proven error or to comply with mandatory provisions of the law ofthe jurisdiction in which the Issuer is incorporated.

Any such modification shall be binding on the Noteholders, the Receiptholders andthe Couponholders and any such modification shall be notified to the Noteholders inaccordance with Condition 14 as soon as practicable thereafter.

16. Further Issues

The Issuer shall be at liberty from time to time without the consent of theNoteholders, Receiptholders or Couponholders to create and issue further noteshaving terms and conditions the same as the Notes or the same in all respects savefor the amount and date of the first payment of interest thereon and so that the sameshall be consolidated and form a single Series with the outstanding Notes.

17. Substitution of the Issuer

(a) The Issuer may, with the consent of the Noteholders or Couponholders whichwill be deemed to have been given in respect of each issue of Notes on whichno payment of principal of or interest on any of the Notes is in default and afterwritten approval of De Nederlandsche Bank N.V., be replaced and substitutedby any directly or indirectly wholly owned subsidiary of the Issuer (the‘Substituted Debtor’) as principal debtor in respect of the Notes and therelative Receipts and Coupons provided that:

(i) such documents shall be executed by the Substituted Debtor and theIssuer as may be necessary to give full effect to the substitution (the‘Documents’) and (without limiting the generality of the foregoing)pursuant to which the Substituted Debtor shall undertake in favour ofeach Noteholder and Couponholder to be bound by the Terms andConditions of the Notes and the provisions of the Agency Agreement as

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fully as if the Substituted Debtor had been named in the Notes, and therelative Receipts and Coupons and the Agency Agreement as theprincipal debtor in respect of the Notes and the relative Receipts andCoupons in place of the Issuer and pursuant to which the Issuer shallguarantee, which guarantee shall be unconditional and irrevocable, (the‘Guarantee’) in favour of each Noteholder and each holder of the relativeReceipts and Coupons the payment of all sums (including any additionalamounts payable pursuant to Condition 8) payable in respect of theNotes and the relative Receipts and Coupons;

(ii) where the Substituted Debtor is incorporated, domiciled or resident fortaxation purposes in a territory other than The Netherlands, theDocuments shall contain a covenant and/or such other provisions asmay be necessary to ensure that each Noteholder has the benefit of acovenant in terms corresponding to the provisions of Condition 8 withthe substitution for the references to The Netherlands of references tothe territory in which the Substituted Debtor is incorporated, domiciledand/or resident for taxation purposes. The Documents shall also containa covenant by the Substituted Debtor and the Issuer to indemnify andhold harmless each Noteholder and Couponholder against all liabilities,costs, charges and expenses, provided that insofar as the liabilities,costs, charges and expenses are taxes or duties, the same arise byreason of a law or regulation having legal effect or being in reasonablecontemplation thereof on the date such substitution becomes effective,which may be incurred by or levied against such holder as a result of anysubstitution pursuant to this Condition and which would not have beenso incurred or levied had such substitution not been made (and, withoutlimiting the foregoing, such liabilities, costs, charges and expenses shallinclude any and all taxes or duties which are imposed on any suchNoteholder or Couponholder by any political sub-division or taxingauthority of any country in which such Noteholder or Couponholderresides or is subject to any such tax or duty and which would not havebeen so imposed had such substitution not been made);

(iii) the Documents shall contain a warranty and representation by theSubstituted Debtor and the Issuer (a) that each of the SubstitutedDebtor and the Issuer has obtained all necessary governmental andregulatory approvals and consents for such substitution and theperformance of its obligations under the Documents, and that all suchapprovals and consents are in full force and effect and (b) that theobligations assumed by each of the Substituted Debtor and the Issuerunder the Documents are all valid and binding in accordance with theirrespective terms and enforceable by each Noteholder;

(iv) each stock exchange which has Notes listed thereon shall haveconfirmed that following the proposed substitution of the SubstitutedDebtor such Notes would continue to be listed on such stock exchange;

(v) the Substituted Debtor shall have delivered to the Agent or procured thedelivery to the Agent of a legal opinion from a leading firm of locallawyers acting for the Substituted Debtor to the effect that theDocuments constitute legal, valid and binding obligations of theSubstituted Debtor, such opinion to be dated not more than 3 days priorto the date of substitution of the Substituted Debtor for the Issuer andto be available for inspection by Noteholders and Couponholders at thespecified office of the Agent;

(vi) the Issuer shall have delivered to the Agent or procured the delivery tothe Agent of a legal opinion from the internal legal adviser to the Issuerto the effect that the Documents (including the Guarantee) constitutelegal, valid and binding obligations of the Issuer, such opinion to bedated not more than 3 days prior to the date of substitution of the

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Substituted Debtor for the Issuer and to be available for inspection byNoteholders and Couponholders at the specified office of the Agent; and

(vii) the Issuer shall have delivered to the Agent or procured the delivery tothe Agent of a legal opinion from a leading firm of Dutch lawyers to theeffect that the Documents (including the Guarantee) constitute legal,valid and binding obligations of the Substituted Debtor and the Issuerunder Dutch law, such opinion to be dated not more than 3 days prior tothe date of substitution of the Substituted Debtor for the Issuer and tobe available for inspection by Noteholders and Couponholders at thespecified office of the Agent.

(b) In connection with any substitution effected pursuant to this Condition, neitherthe Issuer nor the Substituted Debtor need have any regard to theconsequences of any such substitution for individual Noteholders orCouponholders resulting from their being for any purpose domiciled orresident in, or otherwise connected with, or subject to the jurisdiction of, anyparticular territory and no Noteholder or Couponholder, except as provided inCondition 17(a)(ii), shall be entitled to claim from the Issuer or any SubstitutedDebtor under the Notes and the relative Receipts and Coupons anyindemnification or payment in respect of any tax or other consequences arisingfrom such substitution.

(c) In respect of any substitution pursuant to this Condition in respect of theSubordinated Notes of any Series, the Documents shall provide for suchfurther amendment of the Terms and Conditions of the Subordinated Notes asshall be necessary or desirable to ensure that the Subordinated Notes of suchSeries constitute subordinated obligations of the Substituted Debtor and thatthe Guarantee constitutes a subordinated obligation of the Issuer, in each casesubordinated to no greater than the same extent as the Issuer’s obligationsprior to its substitution to make payments of principal in respect of theSubordinated Notes of such Series under Condition 3 of the Terms andConditions.

(d) With respect to Subordinated Notes, the Issuer shall be entitled, after writtenapproval of De Nederlandsche Bank N.V. and by notice to the Noteholdersgiven in accordance with Condition 14, at any time either to effect asubstitution which does not comply with paragraph (c) above provided that theterms of such substitution have been approved by an Extraordinary Resolutionof the Noteholders or to waive all and any rights to effect a substitution of theprincipal debtor pursuant to this Condition. Any such notice of waiver shall beirrevocable.

(e) Upon the execution of the Documents as referred to in paragraph (a) above,and subject to the notice as referred to in paragraph (g) below having beengiven, the Substituted Debtor shall be deemed to be named in the Notes andthe relative Receipts and Coupons as the principal debtor in place of the Issuerand the Notes and the relative Receipts and Coupons shall thereupon bedeemed to be amended to give effect to the substitution. The execution of theDocuments shall operate to release the Issuer as issuer from all of itsobligations as principal debtor in respect of the Notes and the relative Receiptsand Coupons save that any claims under the Notes and the relative Receiptsand Coupons prior to release shall enure for the benefit of Noteholders andCouponholders.

(f ) The Documents shall be deposited with and held by the Agent for so long asany Notes or Coupons remain outstanding and for so long as any claim madeagainst the Substituted Debtor by any Noteholder or Couponholder in relationto the Notes or the relative Receipts and Coupons or the Documents shall nothave been finally adjudicated, settled or discharged. The Substituted Debtorand the Issuer shall acknowledge in the Documents the right of everyNoteholder and Couponholder to the production of the Documents for the

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enforcement of any of the Notes or the relative Receipts and Coupons or theDocuments.

(g) Not later than 15 business days after the execution of the Documents, theSubstituted Debtor shall give notice thereof to the Noteholders in accordancewith Condition 14.

18. Additional obligations

For so long as the Notes are listed on Euronext Amsterdam, the Issuer will complywith the provisions set forth in Article 2.1.20 of Schedule B of the Listing and IssuingRules (‘Fondsenreglement’) of Euronext Amsterdam N.V. or any amended form of thesaid provisions in force for the time being.

19. Governing Law and Submission to Jurisdiction

The Agency Agreement, the Notes, the Receipts and the Coupons are governed by,and shall be construed in accordance with, the laws of The Netherlands.

The Issuer submits for the exclusive benefit of the Noteholders, the Receiptholdersand the Couponholders to the jurisdiction of the courts of Amsterdam, TheNetherlands, judging in first instance, and its appellate courts. Without prejudice tothe foregoing, the Issuer further irrevocably agrees that any suit, action orproceedings arising out of or in connection with the Agency Agreement, the Notes,the Receipts and the Coupons may be brought in any other court of competentjurisdiction.

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USE OF PROCEEDS The net proceeds from each issue of Notes will be applied by the Issuer for itsgeneral corporate purposes.

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ABN AMRO HOLDING N.V. AND ABN AMRO BANK N.V.History and Incorporation

ABN AMRO Holding N.V. (‘Holding’) is incorporated under Netherlands Law by deedof 30th May, 1990 as the holding company of ABN AMRO Bank N.V. The Articles ofAssociation of Holding were last amended by deed of 29th September, 2004executed before Mr. R.J.C. van Helden, Notary Public of Amsterdam and having effectas of 30th September, 2004. The registered office of Holding is at Gustav Mahlerlaan10, 1082 PP Amsterdam, The Netherlands.

Holding’s main purpose is to own the Issuer and its subsidiaries. Holding owns 100per cent., of the shares of the Issuer and is jointly and severally liable for allliabilities of the Issuer.

The Issuer traces its origin to the formation of the “Nederlandsche Handel-Maatschappij, N.V.” in 1825 pursuant to a Dutch Royal Decree of 1824. The Issuer’sArticles of Association were last amended by deed of 17th May, 2001.

The Issuer is registered in the Commercial Register of Amsterdam under number33002587. The registered office of ABN AMRO Bank N.V. is at Gustav Mahlerlaan 10,1082 PP Amsterdam, The Netherlands.

Activities and Results

The ABN AMRO group (‘ABN AMRO’), which consists of Holding and its subsidiaries,is a global banking group offering a wide range of commercial and investmentbanking products and services on a global basis through its network ofapproximately 3,700 offices and branches in more than 60 countries and territories.ABN AMRO is the largest banking group based in The Netherlands with totalconsolidated assets of euro 632.8 billion as at 30th June, 2004. ABN AMRO has asubstantial presence in the United States, where it is one of the largest foreignbanking groups based on total assets held in the country. It also has a substantialpresence in Brazil where it acquired Banco Real, the fifth largest privately held bankin the country in November 1998. ABN AMRO also established a presence in Italythrough its shareholdings in Capitatia and Banca Antonveneta.

ABN AMRO’s performance reflects the group’s broad diversification of revenuesources and risks on the basis of clients, products and geography, its leadingposition in its home markets and a cautious management approach that focuses onshareholder value, profitability and cost control.

ABN AMRO aims to create maximum economic value for its shareholders through aconstant relationship focus on the financial services needs of its chosen clientsegments and a strict adherence to its financial targets. ABN AMRO is operating inthree principal customer segments, whereby the objective is to maximise the value ofeach of these businesses as well as the synergies between them.

ABN AMRO’s strategy is to use its strong capital base to pursue both organic growthand expansion through acquisitions with the goal of enhancing its position in keyregions, broadening the range of products and services offered and entering newmarkets that it believes have significant long-term growth and profitability potentialwithout risking its ability to achieve its targets for financial performance.

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Organisational Structure

The Issuer and its numerous subsidiaries are organised into three strategic businessunits (‘SBUs’): The Wholesale Clients SBU, the Consumer & Commercial Clients SBUand the Private Clients & Asset Management SBU. In addition, the Issuer ownsLeaseplan Corporation N.V. and ABN AMRO Bouwfonds Nederlandse Gemeenten N.V.,two independently managed subsidiaries. On 21st April, 2004, the Issuer announcedthat it had signed an agreement to sell Leaseplan Corporation. Completion of thetransaction is subject to regulatory approvals. The direct SBUs are supported by theCorporate Centre that includes group risk management, group audit, group finance,corporate communications, IT standards and human resources policy.

Managing Board of Holding and the Issuer Year of AppointmentR.W.J. Groenink (Chairman) 1988W.G. Jiskoot 1997T. de Swaan 1999J.Ch.L. Kuiper 1999D. Collee 2000H. Scott-Barrett 2000

Supervisory Board Year of AppointmentA.A. Loudon, Chairman 1994M.C. van Veen, Vice-Chairman 1997W. Dik 1993A. Burgmans 1998D.R.J. Baron de Rothschild 1999Mrs L.S. Groenman 1999Mrs T.A. Maas-de Brouwer 2000A.C. Martinez 2002M.V. Pratini de Moraes 2003P. Scaroni 2003Lord Sharman of Redlynch 2003Mr. A.A. Olijslager 2004

The chosen address of the Supervisory and Managing Boards is the registered officeof Holding.

Statutory Auditors

Holding’s financial year is the calendar year. Holding is required by Netherlands lawto have statutory auditors. Ernst & Young Accountants act as the auditors of thefinancial statements of Holding.

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Capitalisation

The following table sets out the consolidated capitalisation of Holding as at30th June, 2004:

2004 HY 2003 2002 200111112 11112 11112 11112

(in millions of 4)

Shareholders’ equity as at thebeginning of the period 13,047 11,081 12,098 12,898

Retained earnings 1,543 2,461 1,562 2,578Exercise of option rights and

conversion 49 2 66 8Goodwill (57) (425) (201) (3,186)Impact change in accounting

policy pension costs 0 0 (430) 0Addition/Release to provision

pension obligations 0 14 (374) 0Revaluations and other

movements (181) 374 (16) 52Change in treasury stock (192) 6 (2) (102)Currency translation differences 9 (466) (1,622) (150)

11112 11112 11112 11112

Shareholders’ equity as at the end of the period 14,218 13,047 11,081 12,098

aaaas aaaas aaaas aaaas

Authorised Capital of Holding

Nominal value Number of shares Type of shares per share in euros Amount in euros

4,000,000,400 ordinary shares 0.56 2,240,000,2241,000,000,000 preference shares 2.24 2,240,000,000100,000,000 formerly convertible

preference shares 2.24 224,000,0001111111

4,704,000,224aaaaaaa

Issued Capital of Holding at 31st December, 2003

Nominal value per Amount in eurosNumber of shares Type of shares share in euros (fully paid-in)

1,643,220,517 ordinary shares 0.56 920,203,490362,503,010 preference shares 2.24 812,006,742

44,988 formerly convertiblepreference shares 2.24 100,773

1111111

1,732,311,005aaaaaaa

Except as described herein, there has been no material change in the capitalisationof Holding since 31st December, 2003.

49

Authorised Capital of the Issuer

Nominal value per Number of shares Type of shares share in euros Amount in euros

31 priority shares 450.00 13,95020,000,000 convertible

preference shares 4.50 90,000,000280,000,000 ordinary shares 4.50 1,260,000,000

1111111

1,350,013,950aaaaaaa

Issued Capital of the Issuer at 31st December, 2003

Nominal value per Amount in eurosNumber of shares Type of shares share in euros (fully paid-in)

31 priority shares 450.00 13,9500 convertible

preference shares 4.50 0255,569,403 ordinary shares 4.50 1,150,062,314

1111111

1,150,076,264aaaaaaa

Except as described herein, there has been no material change in the capitalisationof the Issuer since 31st December, 2003.

Recent Developments

ABN AMRO completes sale of Bank of Asia

Amsterdam, 27 July 2004

ABN AMRO today announced it has completed the sale of its 80.77 % stake inThailand based Bank of Asia to United Overseas Bank (UOB). The agreement for thesale and purchase of Bank of Asia was previously announced by ABN AMRO and UOBon 12 May 2004. UOB has paid THB 5.35 per share in cash or total cash considerationof THB 22,019 million (EUR 442 million) for the stake.

The sale of its stake in Bank of Asia is in line with ABN AMRO's strategy to allocateits resources to those markets generating the highest possible benefits for its clientsand shareholders and should also be seen in the context of the Financial Master Planin the Thai banking sector. ABN AMRO remains committed to the Asian-Pacificmarkets, in Thailand by maintaining its branch presence in order to serve itscorporate and institutional clients.

ABN AMRO withdraws listings on the London, Frankfurt, Hamburg, Düsseldorf,Zurich and Singapore stock exchanges

Amsterdam, 25 August 2004

ABN AMRO today announced that it will withdraw the listing of ordinary ABN AMROshares from a number of foreign stock exchanges. The shares will no longer bequoted on the London, Frankfurt, Hamburg, Dusseldorf, Zurich and Singaporeexchanges. The withdrawal of the latter listing required the approval of shareholders,which was granted today at an Extraordinary General Meeting of Shareholders.

The bank found that the costs and requirements of these listings outweighed thebenefits.

The shares will continue to be listed on the Euronext (Amsterdam, Brussels andParis) and New York exchanges. The introduction of new trading products by theLondon (Eurosets) and Frankfurt (Xetra European Stars) exchanges means that it willstill be possible to trade ABN AMRO shares in the UK and Germany.

50

Shareholders approve issue of ABN AMRO financing preference shares

Amsterdam, 25 August 2004

The Extraordinary General Meeting of Shareholders (EGM) today adopted aresolution to issue financing preference shares. The meeting also approved thenecessary amendment of the Articles of Association of ABN AMRO Holding N.V.

The decision follows from the General Meeting of Shareholders of 29 April 2004,which resolved to bring ABN AMRO's preference share structure in line with theDutch corporate governance code by cancellation of the outstanding (depositaryreceipts for) preference shares, subject to the issue of new financing preferenceshares.

With this cancellation depositary receipts will no longer be used as a protectivemeasure. This brings an end to the bank's last protective measure, after the holdingcompany's decision to abandon the 'structure regime' and the cancellation of priorityshares in 2003. The removal of protective measures is an important step towardsexpanding the role of shareholders within the bank's corporate governance structure.

The (depositary receipts for) preference shares in issue, each with a nominal value ofEUR 2.24, will be cancelled on 30 September 2004 against a gross repayment of EUR2.45 (being the nominal value of EUR 2.24, a payment for the accrued dividend (9/12of 5.55%) and an additional payment of 5%, to be calculated over the nominal value).

The EGM approved the issue of a maximum of 1,450,012,040 financing preferenceshares, each with a nominal value of EUR 0.56. The new financing preference shareswill not be listed on the stock exchange. The right to subscribe to the issue will begranted to all holders of the (depositary receipts for) preference shares in issue thatare to be cancelled. After the close of trading on 30 August 2004, each holder of apreference share to be cancelled will be assigned the right to subscribe to four newfinancing preference shares. Holders of subscription rights can subscribe to the issueduring the exercise period from 31 August to 24 September 2004. The subscriptionrights can be traded on Euronext Amsterdam.

The details of the issue are presented in the prospectus, which will be available from09.00 hours on 31 August 2004 via ABN AMRO Bank N.V. - Equity Capital Markets (HQ7006), Gustav Mahlerlaan 10, 1082 PP Amsterdam, e-mail:prospectus@nl.abnamro.com, fax: 020 6280004.

Interim dividend 2004 ABN AMRO Holding N.V.

Amsterdam, 25 August 2004

On 2 August 2004, in connection with the publication of the interim results 2004 ofABN AMRO Holding N.V., it was announced that the interim dividend 2004 of EUR0.50 will be paid out - at the shareholder's option - fully in ordinary shares againstthe share premium reserve or fully in cash (after deduction of 25% withholding tax ondividend). The value of the stock dividend will be - barring any rounding effects -equal to the value of the cash dividend.

Today the number of dividend rights of ordinary shares of EUR 0.56 nominal valueentitling shareholders to 1 new ordinary share in ABN AMRO Holding N.V. of EUR 0.56nominal value, has been fixed at 34. Based on the volume weighted average price ofall traded ordinary shares ABN AMRO at Euronext Amsterdam during the last threetrading days, being EUR 16.9723, 1/34 part represents a value of EUR 0.499, which isvirtually equal to the cash dividend of EUR 0.50.

51

ABN AMRO Capital acquires majority stake in Clean Lease Randstad

Amsterdam, 14 September 2004

ABN AMRO Capital has made its ninth European buy-out investment this year, withthe acquisition of a 60% stake in Clean Lease Randstad (CLR), the hygiene servicescompany for the healthcare industry based in the Netherlands.

Albert Hartog, CEO of CLR, will hold the remaining shares in the company and ABNAMRO has also provided debt financing to support the new ownership structure.

CLR's core expertise is the rental and cleaning of textiles used by the healthcaresector, including clothing and goods required in the operating environment.

The company has its headquarters in Koudekerk a/d Rijn and has six brancheslocated in the Western part of the Netherlands.

Marc Staal, Investment Manager at ABN AMRO Capital, said:

“Clean Lease Randstad is the type of company we like to invest in, having strongmanagement team and the potential to play a leading role in sector consolidation.”

Albert Hartog, CEO of Hartog, said:

“We see a clear trend towards consolidation in our market, due to quality demands,increased regulation and the growing desire of our clients to outsource theirlogistical processes. We believe ABN AMRO Capital is an ideal partner to help usaccelerate our growth strategy.”

As part of the deal, CLR has recently acquired Rentex Interlin, a competitor businessin the hygiene services sector. The acquisition significantly builds CLR's geographiccoverage, with the addition of four outlets in Central and Eastern Holland. Thecombined business had an annual turnover of EUR 52 mln in 2003 and employsaround 650 staff.

ABN AMRO Capital is the global private equity business of ABN AMRO, with teamsoperating in 11 countries worldwide including the Netherlands, UK, France, Spain,Italy, Sweden and Australia. It specialises in mid-market buy-outs, expansion capitaland public-to-private deals. In addition, ABN AMRO Capital makes early stageinvestments in the life sciences and information technology sectors.

Total funds under management by ABN AMRO Capital are EUR 2.1 bln, of which EUR1.9 bln of capital is provided by ABN AMRO and EUR 200 mln of capital is provided byinvestors in ABN AMRO Capital managed funds.

ABN AMRO Capital has built up a strong portfolio with an active deal flow acrosscountries and business sectors in Europe. Since the beginning of 2004, it hascompleted 9 buy-outs and achieved 8 exits.

Recently completed buy-out deals include industrial engineering company Celotex(UK, September), insurance services provider TEXA (France, July), consumer productsdistributor Groupe Doucet (France, July), homeware design company Ittala (Finland,June) and discount clothing retailer Ethel Austin (UK, June).

Restructuring of preference shares ABN AMRO completed: cancellation of theoutstanding preference shares with a nominal value of EUR 2.24 each, subscriptionfor 94.18% of the New Prefs offered

Amsterdam, 24 September 2004

• Approximately 1,365,643,916 New Prefs subscribed for through the exercise ofsubscription rights

• Last trading day of the Old Prefs will be 27 September 2004

52

ABN AMRO Holding N.V. (“ABN AMRO”) today announces that, in connection with thecancellation of all 362,503,010 outstanding preference shares with a nominal value ofEUR 2.24 each and cancellation of the depositary receipts issued therefor (“OldPrefs”), it has received subscriptions for approximately 1,365,643,916 depositaryreceipts of new financing preference shares in the capital of ABN AMRO with anominal value of EUR 0.56 each (the “New Prefs”) at an issue price of EUR 0.56 each(the “Issue Price”) through the exercise of subscription rights. This representsapproximately 94,18% of the offering size.

The preference shares and, as a result thereof, the Old Prefs will be cancelled as per30 September 2004 against payment for each Old Pref of (i) the paid-up amount ofEUR 2.24, (ii) a dividend equal to the current dividend percentage of the Old Prefs of5.55% applicable to the period of 1 January 2004 until 30 September 2004 and (iii) anadditional payment of 5% of the paid-up amount. The total amount under items (ii)and (iii) above, rounded off upwards, amounts to EUR 0.21 (subject to 25%withholding tax). The total gross consideration that will be received for each Old Preftherefore will be EUR 2.45.

Holders of Old Prefs had the right to choose to set-off the payment of the Issue Pricefor the New Prefs that they subscribed for with the repayment by ABN AMRO of thepaid-up amount of EUR 2.24 for each Old Pref held by them (the “Exchange Option”).In such case holders of Old Prefs will receive EUR 0.21 (subject to 25% withholdingtax) net per Old Pref held by them on 27 September 2004 (17.40 hours CentralEuropean Time).

The delivery date for the New Prefs and the date of payment of the additionalpayment, dividend and, to the extent the Exchange Option is not exercised, the paidup amount will be 30 September 2004.

Any press releases issued by ABN AMRO can be obtained from the ABN AMROwebsite at http://www.abnamro.com/pressroom. Information on ABN AMRO’swebsite does not form part of this Prospectus and may not be relied upon inconnection with any decision to invest in the Notes.

53

SELECTED CONDENSED FINANCIAL INFORMATIONThe following consolidated information presents condensed balance sheets as at30th June, 2004 and 2003, 31st December, 2003 and 2002, condensed statements ofincome for the six month periods ended 30th June, 2004 and 2003, and condensedstatements of income and cash flows for the years ended 31st December, 2003, 2002and 2001 of Holding, the Issuer and its subsidiaries. This financial information hasbeen prepared in accordance with accounting principles generally accepted in TheNetherlands (“Dutch GAAP”) and has been extracted without material adjustment (inthe case of the condensed balance sheets as at 31st December 2003 and 2002 andthe condensed statements of income and cash flows for the years ended 31stDecember, 2003, 2002 and 2001) from Holding’s audited financial statementsincluded in its Annual Report on Form 20-F for the fiscal year ended 31st December,2003 as filed with the U.S. Securities and Exchange Commission and (in the case ofthe consolidated statements of income for the six month periods ended 30th June,2004 and 2003) from Holding’s unaudited interim financial statements. Holding is theholding company of the Issuer and its main purpose is to own the Issuer and itssubsidiaries. Full financial statements of the Issuer are not included in thisProspectus on the basis that they would not provide any material additionalinformation for investors.

Condensed Balance Sheet

The condensed balance sheets as at 31st December, 2003 and 2002 are presented inthe following tables:

Condensed balance Eliminate ABNsheet as at and AMRO31st December, 2003 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of Euros)AssetsCash 9,184 3,550 12,734Short-dated government

paper 5,868 3,372 9,240Banks 437 84,046 50,280 (75,963) 58,800Loans 174,163 150,391 (27,711) 296,843Interest-bearing securities 20 112,543 23,844 (4,366) 132,041Shares 4,163 12,082 16,245Participating interests 12,656 17,024 1,420 (28,471) 2,629Property and equipment 2,390 4,814 7,204Other assets 8,949 7,599 16,548Prepayments and accrued

interest 8 4,896 3,257 (8) 8,1531111 1111 1111 1111 1111

Total assets 13,121 423,226 260,609 (136,519) 560,437aaaa aaaa aaaa aaaa aaaa

LiabilitiesBanks 109,969 85,748 (84,830) 110,887Client accounts 21 222,746 85,951 (18,852) 289,866Debt securities 33,168 42,886 (4,366) 71,688Other liabilities 53 22,944 10,210 33,207Accruals and deferred

income 7,589 4,251 11,840Provisions 1,087 10,059 11,146Fund for general banking

risk 1,143 1,143Subordinated debt 11,924 1,976 13,900Minority interests – 3,713 3,713Shareholders’ equity 13,047 12,656 15,815 (28,471) 13,047

1111 1111 1111 1111 1111

Total liabilities and shareholders’ equity 13,121 423,226 260,609 (136,519) 560,437

aaaa aaaa aaaa aaaa aaaa

54

Condensed balance sheet (continued)

Condensed balance Eliminate ABNsheet as at and AMRO31st December, 2002 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of Euros)AssetsCash 6,899 2,556 9,455Short-dated government

paper 2,055 1,846 3,901Banks 458 73,921 60,293 (92,748) 41,924Loans 173,243 171,730 (34,070) 310,903Interest-bearing securities 15 114,830 31,338 (4,689) 141,494Shares 3,856 11,880 15,736Participating interests 10,665 16,603 1,376 (26,478) 2,166Property and equipment 2,560 4,422 6,982Other assets 8,553 6,595 15,148Prepayments and accrued

interest 1 4,927 3,382 (1) 8,3091111 1111 1111 1111 1111

Total assets 11,139 407,447 295,418 (157,986) 556,018aaaa aaaa aaaa aaaa aaaa

LiabilitiesBanks 102,672 90,110 (96,873) 95,884Client accounts 15 210,880 109,151 (30,585) 289,461Debt securities 35,123 40,775 (4,689) 71,209Other liabilities 43 27,275 17,701 639 45,682Accruals and deferred

income 5,573 4,547 10,120Provisions 2,013 11,225 13,238Fund for general banking

risk 1,255 1,255Subordinated debt 11,991 2,286 14,278Minority interests – 3,810 3,810Shareholders’ equity 11,081 10,665 15,813 (26,478) 11,081

1111 1111 1111 1111 1111

Total liabilities and shareholders’ equity 11,139 407,447 295,418 (157,986) 556,018

aaaa aaaa aaaa aaaa aaaa

55

Consolidated balance sheet as at 30th June, 2004

(in millions of euros)

30 Jun 31 Dec %2004 2003 change

11112 11112 11112

AssetsCash 18,188 12,734 42.8Short-dated government paper 15,060 9,240 63.0Banks 81,797 58,800 39.1Loans to public sector 5,023 5,489 (8.5)Loans to private sector 246,074 234,776 4.8Professional securities transactions 71,974 56,578 27.2

11112 11112 11112

Loans 323,071 296,843 8.8Interest-earning securities 142,230 132,041 7.7Shares 19,832 16,245 22.1Participating interests 2,416 2,629 (8.1)Property and equipment 7,292 7,204 1.2Other assets 15,277 16,548 (7.7)Prepayments and accrued income 7,677 8,153 (5.8)

11112 11112 11112

632,840 560,437 12.9aaaas aaaas aaaas

LiabilitiesBanks 141,504 110,887 27.6Saving accounts 76,893 73,238 5.0Deposits and other customer accounts 170,188 168,111 1.2Professional securities transactions 57,366 48,517 18.2

11112 11112 11112

Total client accounts 304,447 289,866 5.0Debt securities 88,460 71,688 23.4Other liabilities 43,549 33,207 31.1Accruals and deferred income 9,291 11,840 (21.5)Provisions 11,847 11,146 6.3

11112 11112 11112

599,098 528,634 13.3Fund for general banking risks 1,149 1,143 0.5Subordinated liabilities 13,918 13,900 0.1Shareholders’ equity 14,218 13,047 9.0Minority interests 4,457 3,713 20.0

11112 11112 11112

Group equity 18,675 16,760 11.411112 11112 11112

Group capital 33,742 31,803 6.111112 11112 11112

632,840 560,437 12.9aaaas aaaas aaaas

Contingent liabilities 45,620 42,838 6.5Committed facilities 146,988 119,675 22.8Exchange EUR/USD-rate 1.22 1.26 (3.2)

56

Condensed Statement of Income

The condensed statements of income for the years ended 31st December, 2003, 2002and 2001 are presented in the following table:

Condensed Income Statement Eliminate ABNfor the year ended and AMRO31st December, 2003 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net interest revenue 5 4,348 5,370 9,723Results from consolidated

subsidiaries 3,159 2,185 (5,344) 0Net commissions 1,662 2,802 4,464Results from financial

transactions 1,576 417 1,993Other revenue 239 2,374 2,613

1111 1111 1111 1111 1111

Total revenue 3,164 10,010 10,963 (5,344) 18,793Operating expenses 2 5,847 6,736 12,585Provision for loan

losses 656 618 1,274Value adjustments to

financial fixed assets 11 5 161111 1111 1111 1111 1111

Operating profit before taxes 3,162 3,496 3,604 (5,344) 4,918

Taxes 1 337 1,165 1,503Extraordinary results (net)Minority interests 254 254

1111 1111 1111 1111 1111

Net profit 3,161 3,159 2,185 (5,344) 3,161aaaa aaaa aaaa aaaa aaaa

Condensed Income Statement Eliminate ABNfor the year ended and AMRO31st December, 2002 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net interest revenue 14 3,954 5,877 9,845Results from consolidated

subsidiaries 2,199 2,270 (4,469)Net commissions 1,669 2,970 4,639Results from financial

transactions 1,217 260 1,477Other revenue 66 2,253 2,319

1111 1111 1111 1111 1111

Total revenue 2,213 9,176 11,360 (4,469) 18,280Operating expenses 2 5,621 7,200 12,823Provision for loan losses 934 761 1,695Value adjustments to

financial fixed assets 38 11 491111 1111 1111 1111 1111

Operating profit before taxes 2,211 2,583 3,388 (4,469) 3,713Taxes 4 187 902 1,093Extraordinary results (net) (197) (8) (205)Minority interests 208 208

1111 1111 1111 1111 1111

Net profit 2,207 2,199 2,270 (4,469) 2,207aaaa aaaa aaaa aaaa aaaa

57

Condensed Statement of Income (continued)

Condensed Income Statement Eliminate ABNfor the year ended and AMRO31st December, 2001 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net interest revenue 20 3,893 6,177 10,090Results from consolidated

subsidiaries 3,218 3,133 (6,351)Net commissions 1,753 3,461 5,214Results from financial

transactions 1,265 287 1,552Other revenue 162 1,816 1,978

1111 1111 1111 1111 1111

Total revenue 3,238 10,206 11,741 (6,351) 18,834Operating expenses 2 6,161 7,608 13,771Provision for loan losses 626 800 1,426Value adjustments to

financial fixed assets 21 3 241111 1111 1111 1111 1111

Operating profit before taxes 3,236 3,398 3,330 (6,351) 3,613Taxes 6 85 907 998Extraordinary results (net) (95) 962 867Minority interests 252 252

1111 1111 1111 1111 1111

Net profit 3,230 3,218 3,133 (6,351) 3,230aaaa aaaa aaaa aaaa aaaa

58

Consolidated income statement 20041

(in millions of euros)

Total assets Q2 Q1 six months2004 2004 % change 2004 2003 % change

1111 1111 1111 1111 1111 1111

Net interest revenue 2,574 2,384 8.0 4,958 4,649 6.6Securities and

participating interests 92 161 (42.9) 253 190 33.2Payment services 319 317 0.6 636 620 2.6Insurance 31 30 3.3 61 68 (10.3)Securities 312 287 8.7 599 512 17.0Asset management and

trust funds 230 226 1.8 456 376 21.3Guarantees 58 50 16.0 108 82 31.7Leasing 43 43 86 90 (4.4)Other 213 204 4.4 417 329 26.7

1111 1111 1111 1111 1111 1111

Net commissions 1,206 1,157 4.2 2,363 2,077 13.8Securities 33 96 (65.6) 129 237 (45.6)Foreign exchange

dealing 58 175 (66.9) 233 236 (1.3)Derivatives 252 157 60.5 409 289 41.5Other 107 224 (52.2) 331 177 87.0

1111 1111 1111 1111 1111 1111

Results financialtransactions 450 652 (31.0) 1,102 939 17.4

Other revenue 448 405 10.6 853 1,250 (31.8)1111 1111 1111 1111 1111 1111

Total revenue 4,770 4,759 0.2 9,529 9,105 4.7Staff costs 1,735 1,804 (3.8) 3,539 3,419 3.5Other administrative

expenses 1,220 1,144 6.6 2,364 2,179 8.5Depreciation 229 221 3.6 450 459 (2.0)

1111 1111 1111 1111 1111 1111

Operating expenses 3,184 3,169 0.5 6,353 6,057 4.9Operating result 1,586 1,590 (0.3) 3,176 3,048 4.2Provisioning for loan

losses/FAR 154 195 (21.0) 349 648 (46.1)Value adjustments to

financial fixed assets 1 (2) (1) 101111 1111 1111 1111 1111 1111

Operating profit beforetaxes 1,431 1,397 2.4 2,828 2,390 18.3

Taxes 375 389 (3.6) 764 804 (5.0)1111 1111 1111 1111 1111 1111

Group profit after taxes 1,056 1,008 4.8 2,064 1,586 30.1Minority interests 69 74 (6.8) 143 114 25.4

1111 1111 1111 1111 1111 1111

Net profit 987 934 5.7 1,921 1,472 30.5Preference share

dividend 12 11 9.1 23 231111 1111 1111 1111 1111 1111

Net profit, available toordinary shareholders 975 923 5.6 1,898 1,449 31.0

aaaa aaaa aaaa aaaa aaaa aaaa

Earnings per ordinaryshare of EUR 0.56 (ineuros)2 0.60 0.56 7.1 1.16 0.91 27.5

Average exchangeEUR/USD-rate 1.21 1.24 (2.4) 1.23 1.11 10.8

1 Unaudited

2 Based on the average number of ordinary shares outstanding

59

Condensed Statement of Cash Flow

The condensed statements of cash flow for the years ended 31st December, 2003,2002 and 2001 are presented in the following tables:

Eliminate ABNCondensed statement and AMROof cash flow 2003 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net cash flow from operations/bankingactivities 709 (1,449) (280) (974) (1,994)

Net outflow of investment/sale of securities investment portfolio (740) (3,016) (3,756)

Net outflow of investment/sale of participating interests (639) (1,479) 1,472 (646)

Net outflow of expenditure/sale of property & equipment (282) (790) (1,072)

1111 1111 1111 1111 1111

Net cash flow from investment activities (1,661) (5,285) 1,472 (5,474)

Increase in group equity (9) 1,472 1,290 (1,472) 1,281Repayment of preference

shares (1,258) (1,258)Net increase (decrease) of

subordinated debt 720 141 861Net increase (decrease) of

debentures and notes 4,816 4,374 9,190Cash dividends paid (700) (639) (550) 974 (915)

1111 1111 1111 1111 1111

Net cash flow from financing activities (709) 6,369 3,997 (498) 9,159

1111 1111 1111 1111 1111

Cash flow 0 3,259 (1,568) 1,691aaaa aaaa aaaa aaaa aaaa

60

Condensed Statement of Cash Flow (continued)

Eliminate ABNCondensed statement and AMROof cash flow 2002 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net cash flow from operations/bankingactivities 836 16,387 2,527 (958) 18,792

Net outflow of investment/sale of securities investment portfolio (19,429) (2,458) (21,887)

Net outflow of investment/sale of participating interests (730) (208) 739 (199)

Net outflow of expenditure/sale of property & equipment (436) (359) (795)

1111 1111 1111 1111 1111

Net cash flow from investment activities (20,595) (3,025) 739 (22,881)

Increase in group equity 106 739 (739) 106Repayment of preference

sharesNet increase (decrease) of

subordinated debt (300) 10 (560) (850)Net increase (decrease) of

debentures and notes (205) 1,671 1,466Cash dividends paid (652) (664) (641) 958 (999)

1111 1111 1111 1111 1111

Net cash flow from financing activities (846) (859) 1,209 219 (277)

1111 1111 1111 1111 1111

Cash flow (10) (5,067) 711 (4,366)aaaa aaaa aaaa aaaa aaaa

61

62

Condensed Statement of Cash Flow (continued)

Eliminate ABNCondensed statement and AMROof cash flow 2001 Holding Issuer Subsidiaries reclassify consolidated

21111 21111 21111 21111 21111

(in millions of 4)

Net cash flow from operations/bankingactivities 1,447 2,931 12,627 (1,280) 15,725

Net outflow of investment/sale of securities investment portfolio (10,642) (11,348) (21,990)

Net outflow of investment/sale of participating interests (2,015) (3,036) 1,826 (3,225)

Net outflow of expenditure/sale of property & equipment (364) (833) (1,197)

1111 1111 1111 1111 1111

Net cash flow from investment activities (13,021) (15,217) 1,826 (26,412)

Increase in group equity (126) 1,826 (1,826) (126)Repayment of preference

shares (415) (415)Net increase (decrease) of

subordinated debt (747) 2,108 1,072 2,433Net increase (decrease) of

debentures and notes 6,293 1,569 7,862Cash dividends paid (684) (728) (976) 1,280 (1,108)

1111 1111 1111 1111 1111

Net cash flow from financing activities (1,557) 7,673 3,076 (546) 8,646

1111 1111 1111 1111 1111

Cash flow (110) (2,417) 486 (2,041)aaaa aaaa aaaa aaaa aaaa

THE NETHERLANDS TAXATION General

The following summary describes the principal Netherlands tax consequences of theacquisition, holding, redemption and disposal of Notes, which term, for the purposeof this summary, includes Coupons, Talons and Receipts. This summary does notpurport to be a comprehensive description of all Netherlands tax considerations thatmay be relevant to a decision to acquire, to hold, and to dispose of the Notes. Eachprospective Noteholder should consult a professional adviser with respect to the taxconsequences of an investment in the Notes. The discussion of certain Netherlandstaxes set forth below is included for general information purposes only.

This summary is based on The Netherlands tax legislation, published case law,treaties, rules, regulations and similar documentation, in force as of the date of thisProspectus, without prejudice to any amendments introduced at a later date andimplemented with retroactive effect.

This summary does not address The Netherlands tax consequences of a Noteholderwho holds a substantial interest (aanmerkelijk belang) in the Issuer, within themeaning of Section 4.3 of the Income Tax Act 2001. Generally speaking, a Noteholderholds a substantial interest in the Issuer, if such Noteholder, alone or together withhis or her partner (statutory defined term) or certain other related persons, directly orindirectly, holds (i) an interest of 5 per cent. or more of the total issued capital of theIssuer or of 5 per cent. or more of the issued capital of a certain class of shares of theIssuer, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profitsharing rights in the Issuer.

Withholding Tax

No Netherlands withholding tax is due upon payments on the Notes, provided thatthe Notes do not in fact have the function of equity of the Issuer within the meaningof Article 10(1)(d) of the Corporate Income Tax Act 1969.

Corporate Income Tax and Individual Income Tax

Residents of The Netherlands

If the Noteholder is subject to Netherlands corporate income tax and the Notes areattributable to its (deemed) business assets, income derived from the Notes andgains realised upon the redemption and disposal of the Notes are generally taxablein The Netherlands.

If the Noteholder is an individual, resident or deemed to be resident of TheNetherlands for Netherlands tax purposes (including the individual Noteholder whohas opted to be taxed as a resident of The Netherlands), the income derived from theNotes and the gains realised upon the redemption and disposal of the Notes aretaxable at the progressive rates of the Income Tax Act 2001, if:

(i) the Noteholder has an enterprise or an interest in an enterprise, to whichenterprise the Notes are attributable; or

(ii) such income or gains qualify as ‘income from miscellaneous activities’(resultaat uit overige werkzaamheden) within the meaning of Section 3.4 ofthe Income Tax Act 2001, which include activities with respect to the Notes thatexceed ‘regular, active portfolio management’ (normaal, actiefvermogensbeheer).

If neither condition (i) nor condition (ii) applies to the individual Noteholder, theactual income derived from the Notes and the actual gains realised with respect tothe Notes will not be taxable. Instead, such Noteholder will be taxed at a flat rate of30 per cent. on deemed income from ‘savings and investments’ (sparen en beleggen)within the meaning of Section 5.1 of the Income Tax Act 2001. This deemed income

63

amounts to 4 per cent. of the average of the individual’s ‘yield basis’(rendementsgrondslag) within the meaning of article 5.3 of the Income Tax Act 2001at the beginning of the calendar year and the individual’s yield basis at the end of thecalendar year, insofar the average exceeds a certain threshold. The fair market valueof the Notes will be included in the individual’s yield basis.

Non-residents of The Netherlands

A Noteholder that is not a resident nor deemed to be a resident of The Netherlandsfor Netherlands tax purposes (nor, if he or she is an individual, has opted to be taxedas a resident of The Netherlands) is not taxable in respect of income derived from theNotes and gains realised upon the redemption and disposal of the Notes, unless:

(i) the Noteholder has an enterprise or an interest in an enterprise, that is, inwhole or in part, carried on through a permanent establishment or apermanent representative in The Netherlands to which Netherlands permanentestablishment or permanent representative the Notes are attributable, or

(ii) the Noteholder is an individual and such income or gains qualify as ‘incomefrom miscellaneous activities’ (resultaat uit overige werkzaamheden) in TheNetherlands within the meaning of Section 3.4 of the Income Tax Act 2001,which include activities in The Netherlands with respect to the Notes thatexceed ‘regular, active portfolio management’ (normaal, actiefvermogensbeheer).

Gift and Inheritance Taxes

Residents of The Netherlands

Generally, gift and inheritance taxes will be due in The Netherlands in respect of theacquisition of the Notes by way of a gift by, or on the death of, a Noteholder who is aresident or deemed to be a resident of The Netherlands for the purposes ofNetherlands gift and inheritance tax at the time of the gift or his or her death.

An individual of The Netherlands nationality is deemed to be a resident of TheNetherlands for the purposes of The Netherlands gift and inheritance tax, if he or shehas been resident in The Netherlands during the ten years preceding the gift or his orher death. An individual of any other nationality is deemed to be a resident of TheNetherlands for the purposes of The Netherlands gift and inheritance tax only if he orshe has been residing in The Netherlands at any time during the twelve monthspreceding the time of the gift.

Non-residents of The Netherlands

No gift or inheritance taxes will arise in The Netherlands in respect of the acquisitionof the Notes by way of gift by, or as a result of the death of, a Noteholder who isneither a resident nor deemed to be a resident of The Netherlands for the purposesof The Netherlands gift and inheritance tax, unless:

(i) such Noteholder at the time of the gift has or at the time of his or her deathhad an enterprise or an interest in an enterprise that is or was, in whole or inpart, carried on through a permanent establishment or a permanentrepresentative in The Netherlands and to which Netherlands permanentestablishment or permanent representative the Notes are or were attributable;or

(ii) in the case of a gift of the Notes by an individual who at the date of the giftwas neither a resident nor deemed to be a resident of The Netherlands, suchindividual dies within 180 days after the date of the gift, while at the time ofhis or her death, being a resident or deemed to be a resident of TheNetherlands.

64

Treaties

Treaties may limit the Dutch sovereignty to levy gift and inheritance tax.

Other Taxes and Duties

No Netherlands VAT, capital duty, registration tax, customs duty, transfer tax, stampduty or any other similar documentary tax or duty, will be due in The Netherlands bya Noteholder in respect of or in connection with the subscription, issue, placement,allotment or delivery of the Notes.

EU Savings Directive

On 3rd June, 2003, the European Council of Economics and Finance Ministersadopted a Directive on the taxation of savings income. Under the Directive MemberStates will (if equivalent measures have been introduced by certain non-EUcountries) be required, from 1st July, 2005, to provide to the tax authorities of anotherMember State details of payments of interest (or similar income) paid by a personwith its jurisdiction to an individual resident in that other Member State. However, fora transitional period, Belgium, Luxembourg and Austria will instead be required(unless during that period they elect otherwise) to operate a withholding system inrelation to such payments (the ending of such transitional period being dependentupon the conclusion of certain other agreements relating to information exchangewith certain other countries).

65

SUBSCRIPTION AND SALE The Dealers have in an amended and restated programme agreement (the‘Programme Agreement’) dated 4th September, 2003 as amended or supplementedfrom time to time agreed with the Issuer a basis upon which they or any of them mayfrom time to time agree to purchase Notes. Any such agreement will extend to thosematters stated under ‘Form of the Notes’ and ‘Terms and Conditions of the Notes’above. In the Programme Agreement, the Issuer has agreed to reimburse the Dealersfor certain of their expenses in connection with the establishment and any futureupdate of the Programme and the issue of Notes under the Programme.

United States

The Notes have not been and will not be registered under the United StatesSecurities Act of 1933 as amended (the ‘Securities Act’) and may not be offered orsold within the United States or to, or for the account of, U.S. persons except incertain transactions exempt from the registration requirements of the Securities Act.

Each Dealer has represented and agreed and each further Dealer appointed underthe Programme will be required to represent and agree that, except as permitted bythe Programme Agreement, it will not offer, sell or deliver Notes (i) as part of theirdistribution at any time and (ii) otherwise until 40 days after the completion of thedistribution of all Notes of the Tranche of which such Notes are a part within theUnited States or to, or for the account or benefit of, U.S. persons and it will have sentto each dealer to which it sells Notes during the distribution compliance period aconfirmation or other notice setting forth the restrictions on offers and sales of theNotes within the United States or to, or for the account or benefit of, U.S. persons.Terms used in the preceding paragraph and in this paragraph have the meaningsgiven to them by Regulation S under the Securities Act.

In addition, until 40 days after the completion of the distribution of all Notes of theTranche of which such Notes are a part, an offer or sale of Notes within the UnitedStates by any dealer (whether or not participating in the offering) may violate theregistration requirements of the Securities Act.

The Notes (other than any Notes issued with an initial maturity of 365 days or less)are subject to U.S. tax law requirements and may not be offered, sold or deliveredwithin the United States or its possessions or to a U.S. person, except in certaintransactions permitted by U.S. tax regulations. Terms used in this paragraph have themeanings given to them by the U.S. Internal Revenue Code of 1986 and regulationsthereunder.

Each issue of Index Linked Notes and Dual Currency Notes shall be subject to suchadditional U.S. selling restrictions as the Issuer and the relevant Dealer may agree,as indicated in the applicable Pricing Supplement.

Each relevant Dealer has agreed and each further Dealer appointed under theProgramme will be required to agree that it will offer, sell or deliver such Notes onlyin compliance with such additional U.S. selling restrictions.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed underthe Programme will be required to represent and agree that:

(i) in relation to Notes which have a maturity of one year or more, it has notoffered or sold and, prior to the expiry of the period of six months from theissue date of such Notes, will not offer or sell any such Notes to persons in theUnited Kingdom except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal oragent) for the purposes of their businesses or otherwise in circumstanceswhich have not resulted and will not result in an offer to the public in the

66

United Kingdom within the meaning of the Public Offers of SecuritiesRegulations 1995 (as amended);

(ii) it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated an invitation or inducement toengage in investment activity (within the meaning of Section 21 of the FinancialServices and Markets Act 2000 (the ‘FSMA’)) received by it in connection withthe issue of any Notes in circumstances in which Section 21(1) of the FSMAwould not, if the Issuer was not an authorised person, apply to the Issuer; and

(iii) it has complied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to any Notes in, from or otherwiseinvolving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Securities andExchange Law of Japan (the ‘Securities and Exchange Law’) and each Dealer hasagreed and each further Dealer appointed under the Programme will be required toagree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or forthe benefit of, any resident of Japan (which term as used herein means any personresident in Japan, including any corporation or other entity organised under the lawsof Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to aresident of Japan except pursuant to an exemption from the registration requirementsof, and otherwise in compliance with, the Securities and Exchange Law and any otherapplicable laws, regulations and ministerial guidelines of Japan.

The Netherlands

Each Dealer represents and agrees that, it has not, directly or indirectly, offered, soldor transferred and that it will not, directly or indirectly, offer, sell or transfer in oroutside The Netherlands any Notes issued under the Programme (i) which are notlisted on Euronext Amsterdam and (ii) which have a denomination of less than EUR50,000 (or its equivalent in any other currency), to any person (including legalentities) other than to persons who trade or invest in securities in the conduct oftheir profession or trade within the meaning of the 1995 Act on the supervision of thesecurities trade (‘Wet toezicht effectenverkeer 1995’; the ‘Act’) and its implementingregulations, including the Exemption regulation pursuant to the Act(‘Vrijstellingsregeling Wet toezicht effectenverkeer 1995’; the ‘Exemption regulation’),except in circumstances in which

(i) one of the exceptions set out in article 3, or one of the exemptions underarticle 4 of the Act, with due observance of the Exemption regulation, isapplicable, or

(ii) The Netherlands Authority for the Financial Markets has, upon request,granted an individual dispensation from the prohibition contained in article 3of the Act and the conditions attached to such dispensation are fully compliedwith.

In addition to the above, Zero Coupon Notes in definitive form or other Notes thatqualify as savings certificates as defined in the Savings Certificates Act (‘Wet inzakespaarbewijzen’) may only be transferred and accepted through the mediation ofeither the Issuer or a member of Euronext Amsterdam1 with due observance of theSavings Certificates Act and its implementing regulations, provided that no suchmediation is required (i) in respect of the initial issue of such Notes to the firstholders thereof, (ii) to the extent that such Notes are physically issued outside TheNetherlands and are not immediately thereafter distributed in The Netherlands in thecourse of primary trading or immediately thereafter or (iii) in respect of any transfer

67

1 Kindly note, that the Savings Certificates Act still refers to ‘member of the Stock Exchange Association’, butthat since the reorganisation of the exchanges in The Netherlands, the reference should be to members ofEuronext Amsterdam.

and acceptance by individuals who do not act in the conduct of a profession or trade.If the Savings Certificates Act applies, certain identification requirements in relationto the issue and transfer of, and payments on, Zero Coupon Notes have to becomplied with.

Savings certificates within the meaning of the Savings Certificates Act are Notes inbearer form which constitute a claim for a fixed sum against the Issuer and on whichinterest does not become due prior to maturity or on which no interest is duewhatsoever.

General

Each Dealer has agreed and each further Dealer appointed under the Programme willbe required to agree that it will (to the best of its knowledge and belief ) comply withall applicable securities laws and regulations in force in any jurisdiction in which itpurchases, offers or sells Notes or possesses or distributes this Prospectus and willobtain any consent, approval or permission required by it for the purchase, offer, saleor delivery by it of Notes under the laws and regulations in force in any jurisdiction towhich it is subject or in which it makes such purchases, offers, sales or deliveries andneither the Issuer nor any of the Dealers shall have any responsibility therefor.

Neither the Issuer nor any of the Dealers represents that Notes may at any timelawfully be sold in compliance with any applicable registration or other requirementsin any jurisdiction, or pursuant to any exemption available thereunder, or assumesany responsibility for facilitating such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with anyadditional restrictions set out in the applicable Pricing Supplement.

68

69

GENERAL INFORMATION Authorisation

The establishment and the issue of Notes under the Programme have been dulyauthorised by a resolution of the Board of Managing Directors of the Issuer dated30th August, 1994. An increase in the size of the Programme to U.S.$7,500,000,000was duly authorised by a resolution of the Board of Managing Directors of the Issuerdated 16th May, 1996, a further increase in the amount of the Programme toU.S.$10,000,000,000 was duly authorised by a resolution of the Board of ManagingDirectors of the Issuer dated 8th September, 1998, a further increase in the size ofthe Programme to U.S.$15,000,000,000 was duly authorised by a resolution of theBoard of Managing Directors of the Issuer dated 1st February, 2000, a furtherincrease in the size of the Programme to U.S.$20,000,000,000 was duly authorisedpursuant to a resolution of the Board of Managing Directors of the Issuer dated 23rdJanuary, 2001 and the redenomination of the Programme and a further increase insize of the Programme to e25,000,000,000 was duly authorised pursuant to aresolution of the Board of Managing Directors of the Issuer dated 21st September,2004. All consents, approvals, authorisations or other orders of all regulatoryauthorities required by the Issuer under the laws of The Netherlands have been givenfor the issue of Notes and for the Issuer to undertake and perform its obligationsunder the Programme Agreement, the Agency Agreement and the Notes.

Listing

Application has been made for the Notes to be issued under the Programme to belisted on Euronext Amsterdam and the Luxembourg Stock Exchange. The LuxembourgStock Exchange has allocated to the Programme the number 10943 for listingpurposes.

A legal notice relating to the Programme as well as the Articles of Association of theIssuer will be lodged with the Luxembourg trade and companies register (Registre decommerce et des sociétés, Luxembourg) where such documents may be examinedand copies obtained.

Documents Available

So long as Notes are capable of being issued under the Programme, copies of thefollowing documents will, when published, be available from the registered office ofthe Issuer, from the specified office of the Agent and from the specified offices of theLuxembourg Listing Agent in Luxembourg:

(i) an English translation of the most recent Articles of Association of the Issuer;

(ii) the annual reports of ABN AMRO Holding N.V. for the three most recentfinancial years and the most recently available published interim financialstatements (half year figures) of ABN AMRO Holding N.V. (in English);

(iii) the most recently available Annual report on Form 20-F of ABN AMRO HoldingN.V. filed with the U.S.Securities and Exchange Commission and anysupplements and amendments thereto;

(iv) the Programme Agreement and the Agency Agreement (which contains theforms of the temporary and permanent global Notes, the Definitive Notes, theReceipts, the Coupons and the Talons);

(v) a copy of this Prospectus;

(vi) any future prospectuses, offering circulars, supplementary listing particulars,information memoranda and supplements (including the Pricing Supplementsin respect of listed Notes) to this Prospectus and any other documentsincorporated herein or therein by reference; and

(vii) the Pricing Supplement for each Tranche of Listed Notes.

Clearing and Settlement Systems

The Notes have been accepted for clearance through Euroclear, Clearstream,Luxembourg and the Clearnet S.A. Amsterdam Branch Stock Clearing. Theappropriate common code, ISIN and Fondscode for each Tranche allocated byEuroclear, Clearstream, Luxembourg and the Clearnet S.A. Amsterdam Branch StockClearing, and any other relevant security code, will be specified in the applicablePricing Supplement. If the Notes are to clear through an additional or alternativeclearing system the appropriate information will be specified in the applicable PricingSupplement.

Material Change

Save as disclosed in this Prospectus, there has been no material adverse change inthe condition (financial or otherwise) or prospects of ABN AMRO Holding N.V. (takenas a whole) since 31st December, 2003.

Litigation

In several jurisdictions legal proceedings have been initiated against ABN AMROHolding N.V. or its group companies whose financial statements have been includedin the consolidated annual accounts 2003 of ABN AMRO Holding N.V. On the basis ofinformation presently available, the Managing Board of ABN AMRO Holding N.V. is ofthe opinion that the outcome of these proceedings is unlikely to have a materialeffect on the financial position of ABN AMRO Bank N.V.

Auditors

Ernst & Young Accountants act as the auditors of the financial statements of theIssuer and have done so for at least three years.

Issuer’s Website

The complete text of the press releases extracts of which are set out under ‘ABNAMRO Bank N.V. – Recent Developments’ above can be obtained from the Issuer’swebsite at: www.abnamro.com/pressroom. Information on the Issuer’s website doesnot form part of this Prospectus and may not be relied upon in connection with anydecision to invest in the Notes.

70

F-1

INDEX TO FINANCIAL STATEMENTS OF ABN AMROHOLDING N.V.AUDITORS’ REPORT .......................................................................................... F-2

CONSOLIDATED BALANCE SHEET .................................................................... F-3

CONSOLIDATED INCOME STATEMENT .............................................................. F-4

CONSOLIDATED CASH FLOW STATEMENT ........................................................ F-5

CHANGES IN SHAREHOLDERS’ EQUITY ............................................................ F-6

NOTES TO THE CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT ........ F-7

COMPANY BALANCE SHEET .................................................................................... F-44

COMPANY INCOME STATEMENT.............................................................................. F-44

NOTES TO THE COMPANY BALANCE SHEET AND INCOME STATEMENT .................. F-45

AUDITORS’ REPORTIntroduction

We have audited the financial statements of ABN AMRO Holding N.V., Amsterdam forthe year 2003. These financial statements are the responsibility of the company’smanagement. Our responsibility is to express an opinion on these financialstatements on our audit.

Scope

We conducted our audit in accordance with auditing standards generally accepted inthe Netherlands. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the financialstatements. We believe that our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financialposition of the company as of 31st December, 2003 and of the result for the year thenended in accordance with accounting principles generally accepted in theNetherlands and comply with the financial reporting requirements included in Part 9,Book 2 of the Netherlands Civil Code.

Amsterdam, 12th March, 2004Ernst & Young Accountants

F-2

F-3

Consolidated balance sheet

At 31st December,2003 2002

1111 1111

(in millions of euros)AssetsCash1 ...................................................................................... 12,734 9,455Short-dated government paper2,5............................................ 9,240 3,901Banks3 .................................................................................... 58,800 41,924Loans to public sector ............................................................ 5,489 7,365Loans to private sector .......................................................... 234,776 247,229Professional securities transactions ...................................... 56,578 56,309

1111 1111

Loans4 .................................................................................... 296,843 310,903Interest-earning securities5 .................................................... 132,041 141,494Shares5 .................................................................................. 16,245 15,736Participating interests6 .......................................................... 2,629 2,166Property and equipment7........................................................ 7,204 6,982Other assets8 .......................................................................... 16,548 15,148Prepayments and accrued income9 ........................................ 8,153 8,309

1111 1111

560,437 556,018aaaa aaaa

LiabilitiesBanks10.................................................................................... 110,887 95,884Savings accounts .................................................................. 73,238 74,249Deposits and other client accounts ...................................... 168,111 165,034Professional securities transactions ...................................... 48,517 50,178

1111 1111

Total client accounts11 ............................................................ 289,866 289,461Debt securities12...................................................................... 71,688 71,209Other liabilities8...................................................................... 33,207 45,682Accruals and deferred income9 .............................................. 11,840 10,120Provisions13 ............................................................................ 11,146 13,238

1111 1111

528,634 525,594aaaa aaaa

Fund for general banking risks14 ............................................ 1,143 1,255Subordinated debt15................................................................ 13,900 14,278Shareholders’ equity16............................................................ 13,047 11,081Minority interests17 ................................................................ 3,713 3,810

1111 1111

Group equity .......................................................................... 16,760 14,891Group capital .......................................................................... 31,803 30,424

1111 1111

560,437 556,018aaaa aaaa

Contingent liabilities23 ............................................................ 42,838 44,176Committed facilities .............................................................. 119,675 136,122

Numbers stated against items refer to the notes.

Consolidated income statement

Year ended 31st December,2003 2002 2001

1111 1111 1111

(in millions of euros)RevenueInterest revenue ................................................ 23,529 27,370 35,013Interest expense ................................................ 13,806 17,525 24,923

1111 1111 1111

Net interest revenue26 ........................................ 9,723 9,845 10,090Revenue from securities and participating

interests27 ...................................................... 269 369 455Commission revenue.......................................... 5,160 5,421 5,793Commission expense ........................................ 696 782 579

1111 1111 1111

Net commissions28 ............................................ 4,464 4,639 5,214Results from financial transactions29.................. 1,993 1,477 1,552Other revenue30 .................................................. 2,344 1,950 1,523

1111 1111 1111

Total non-interest revenue ................................ 9,070 8,435 8,744aaaa aaaa aaaa

Total revenue .................................................... 18,793 18,280 18,834aaaa aaaa aaaa

ExpensesStaff costs31 ........................................................ 7,080 7,407 7,653Other administrative expenses32 ........................ 4,575 4,647 5,161

1111 1111 1111

Administrative expenses .................................... 11,655 12,054 12,814Depreciation33 .................................................... 930 1,094 957

1111 1111 1111

Operating expenses .......................................... 12,585 13,148 13,771Provision for loan losses34 .................................. 1,274 1,695 1,426Value adjustments to financial fixed assets36 .... 16 49 24

1111 1111 1111

Total expenses .................................................. 13,875 14,892 15,221Operating profit before taxes ............................ 4,918 3,388 3,613Taxes37 ................................................................ 1,503 973 998

1111 1111 1111

Operating profit after taxes .............................. 3,415 2,415 2,615Extraordinary revenue38...................................... – – 962Extraordinary expenses38.................................... – – 147Taxes on extraordinary result ............................ – – (52)

1111 1111 1111

Extraordinary result after taxes ........................ – – 8671111 1111 1111

Group profit after taxes .................................... 3,415 2,415 3,482Minority interests39 ............................................ 254 208 252

1111 1111 1111

Net profit............................................................ 3,161 2,207 3,230Earnings per ordinary share40 ............................ 1.94 1.39 2.10Fully diluted earnings per ordinary share40 ........ 1.93 1.38 2.09Dividend per ordinary share .............................. 0.95 0.90 0.90

Numbers stated against items refer to the notes.

F-4

Consolidated cash flow statement

Year ended 31st December,2003 2002 2001

1111 1111 1111

(in millions of euros)

Group profit........................................................ 3,415 2,415 3,482Depreciation ...................................................... 930 1,006 957Provision for loan losses .................................... 1,274 1,695 1,426Movement in provisions .................................... 287 (723) (580)Movement in interest receivable ........................ (1,236) 2,277 383Movement in interest payable............................ 2,092 (1,387) (1,660)Movement in current tax .................................... 226 331 595Other accruals and deferrals.............................. 908 91 811Government paper and securities, trading ........ (6,546) (2,311) (835)Other securities.................................................. (1,500) 3,865 4,975Banks, other than demand deposits .................. 839 1,238 (4,351)Loans.................................................................. (4,638) 1,888 1,135Professional securities transactions

(included in loans) ........................................ (4,158) 5,890 (9,241)Total client accounts .......................................... 14,741 (3,451) 8,292Professional securities transactions

(included in total client accounts).................. 6,661 4,658 8,971Debt securities, excluding debentures and notes (4,616) 1,324 2,962Other assets and liabilities ................................ (10,673) (14) (1,597)

1111 1111 1111

Net cash flow from operations/banking activities .......................................... (1,994) 18,792 15,725

Purchase of securities for investment portfolios (151,771) (144,584) (99,189)Sale and redemption of securities from

investment portfolios .................................... 148,015 122,697 77,1991111 1111 1111

Net outflow ........................................................ (3,756) (21,887) (21,990)Investments in participating interests .............. (1,010) (479) (4,977)Sale of investments in participating interests .. 364 280 1,752

1111 1111 1111

Net outflow ........................................................ (646) (199) (3,225)Capital expenditure on property and equipment (1,563) (1,292) (1,611)Sale of property and equipment ........................ 491 497 414

1111 1111 1111

Net outflow ........................................................ (1,072) (795) (1,197)1111 1111 1111

Net cash flow from investment activities .......... (5,474) (22,881) (26,412)Increase in group equity .................................... 1,281 106 (126)Repayment of preference shares ...................... (1,258) 0 (415)Issue of subordinated debt ................................ 1,025 114 4,048Repayment of subordinated debt ...................... (164) (964) (1,615)Issue of debentures and notes .......................... 19,426 8,815 11,865Repayment of debentures and notes ................ (10,236) (7,349) (4,003)Cash dividends paid .......................................... (915) (999) (1,108)

1111 1111 1111

Net cash flow from financing activities ............ 9,159 (277) 8,6461111 1111 1111

Cash flow .......................................................... 1,691 (4,366) (2,041)

For details refer to note 43.

F-5

Changes in shareholders’ equity

Year ended 31st December,2003 2002 2001

1111 1111 1111

(in millions of euros)Ordinary sharesOpening balance ................................................ 890 862 851Exercised options and warrants ........................ – 2 –Conversion of convertible preference shares .... 1 1 –Stock dividends.................................................. 28 25 22Redenomination ................................................ – – (11)

1111 1111 1111

Closing balance ................................................ 919 890 862(Convertible) Preference shares ........................Opening balance ................................................ 814 815 825Conversion ........................................................ (1) (1) –Dematerialisation .............................................. – – (10)

1111 1111 1111

Closing balance.................................................. 813 814 815Share premium accountOpening balance ................................................ 2,543 2,504 2,518Exercised options and conversion...................... 1 63 8Conversion of convertible preference shares .... 1 1 –Release from general reserve due to staff

options .......................................................... 32 – –Stock dividends.................................................. (28) (25) (22)

1111 1111 1111

Closing balance.................................................. 2,549 2,543 2,504General reserve and reserves prescribed by lawOpening balance ................................................ 8,933 8,161 8,751Net profit, available to holders of ordinary

shares ............................................................ 3,116 2,161 3,184Cash dividends paid .......................................... (655) (599) (606)Goodwill and dilution of minority participating

interest .......................................................... (425) (201) (3,186)Impact change in accounting policy pension

costs .............................................................. – (430) –Addition to share premium account due to staff

options .......................................................... (32) – –Addition to/release from provision pension

obligations .................................................... 14 (374) –Realised revaluations from revaluation reserve – 186 –Other .................................................................. 215 29 18

1111 1111 1111

Closing balance.................................................. 11,166 8,933 8,161Revaluation reservesOpening balance ................................................ 124 355 300Realised revaluations to general reserve .......... – (186) –Revaluations ...................................................... 159 (45) 55

1111 1111 1111

Closing balance.................................................. 283 124 355Exchange differences reserveOpening balance ................................................ (2,098) (476) (326)Currency translation differences ........................ (466) (1,622) (150)

1111 1111 1111

Closing balance.................................................. (2,564) (2,098) (476)Treasury stockOpening balance ................................................ (125) (123) (21)Increase (decrease)............................................ 6 (2) (102)

1111 1111 1111

Closing balance.................................................. (119) (125) (123)1111 1111 1111

Total shareholders’ equity ................................ 13,047 11,081 12,098aaaa aaaa aaaa

F-6

Notes to the consolidated balance sheet and income statement(unless otherwise stated, all amounts are in millions of euros)

1. Cash

This item includes legal tender and demand deposits with central banks in countriesin which the bank has a presence.

2. Short-dated government paper

This item includes securities issued by public authorities, such as treasury paper,with original terms of two years or less, provided they can be refinanced with acentral bank.

3. Banks (assets)

This item includes receivables, including professional securities transactions, fromcredit institutions, central banks and multilateral development banks not alreadyrecognised in cash. Securitised receivables are included in interest-earning securitiesor shares.

2003 20021111 1111

(in millions of euros)

Professional securities transactions ...................................... 40,922 27,644Demand deposits .................................................................. 4,299 4.692Time deposits ........................................................................ 9,831 7,135Loans from banks .................................................................. 3,748 2,453

1111 1111

Total banks (assets) .............................................................. 58,800 41,924aaaa aaaa

4. Loans and credit risk

This item includes amounts receivable in connection with loans, includingprofessional securities transactions, insofar as these are not recognised in the banksitem. Securitised receivables are included in interest-earning securities or shares.

In granting facilities and loans, the bank incurs a credit risk, i.e. the risk that thereceivable will not be paid. This primarily concerns the balance sheet items banks,loans and interest-earning securities and off-balance sheet items. Concentration ofcredit risk could result in a material loss for the bank if a change in economiccircumstances were to affect a whole industry or country.

Sector analysis of loans

2003 20021111 1111

(in millions of euros)

Public sector .......................................................................... 5,494 7,371Commercial ............................................................................ 130,983 142,296Retail ...................................................................................... 107,706 108,965Professional securities transactions ...................................... 56,578 56,309Allowances for loan losses and sovereign risks .................... (3,918) (4,038)

1111 1111

Loans...................................................................................... 296,843 310,903aaaa aaaa

F-7

Collateral for private sector loans

Collateral is frequently demanded in connection with lending operations. Thefollowing tables analyse private sector loans by type of collateral. Unsecured loansalso include loans for which the bank has the right to require collateral.

2003 20021111 1111

(in millions of euros)

CommercialPublic authority guarantees .................................................. 11,382 10,313Mortgages .............................................................................. 28,074 20,859Securities .............................................................................. 1,006 1,764Bank guarantees .................................................................... 3,113 2,896Other types of collateral and unsecured ................................ 87,408 106,464

1111 1111

Total commercial loans .......................................................... 130,983 142,296aaaa aaaa

RetailPublic authority guarantees .................................................. 50 472Mortgages .............................................................................. 80,794 85,455Other types of collateral and unsecured ................................ 26,862 23,038

1111 1111

Total retail loans .................................................................... 107,706 108,965aaaa aaaa

Commercial loans by industry

2003 20021111 1111

(in millions of euros)

Agriculture, mining and energy .............................................. 11,202 13,877Manufacturing ........................................................................ 27,980 31,132Construction and real estate .................................................. 19,025 20,477Wholesale and retail trade .................................................... 18,329 19,280Transportation and communications ...................................... 12,966 14,375Financial services .................................................................. 21,188 20,198Business services .................................................................. 10,565 11,881Education, health care and other services ............................ 9,728 11,076

1111 1111

Total commercial loans .......................................................... 130,983 142,296aaaa aaaa

F-8

Loans by region

2003 20021111 1111

(in millions of euros)NetherlandsPublic sector .......................................................................... 1,128 2,262Commercial ............................................................................ 52,990 54,319Retail ...................................................................................... 84,382 80,664Professional securities transactions ...................................... 1,268 762

1111 1111

Total Netherlands .................................................................. 139,768 138,007aaaa aaaa

North AmericaPublic sector .......................................................................... 898 1,129Commercial ............................................................................ 38,185 47,471Retail ...................................................................................... 14,668 20,855Professional securities transactions ...................................... 38,372 41,709

1111 1111

Total North America .............................................................. 92,123 111,164aaaa aaaa

Rest of the worldPublic sector .......................................................................... 3,468 3,980Commercial ............................................................................ 39,808 40,506Retail ...................................................................................... 8,656 7,446Professional securities transactions ...................................... 16,938 13,838

1111 1111

Total Rest of the world .......................................................... 68,870 65,770aaaa aaaa

Total ...................................................................................... 300,761 314,941aaaa aaaa

Movements in allowances for loan losses

2003 2002 20011111 1111 1111

(in millions of euros)

Opening balance ................................................ 4,129 4,500 4,195Currency translation differences and other

movements .................................................... (331) (590) (227)Write-offs .......................................................... (1,343) (1,711) (1,158)Recoveries.......................................................... 246 142 193

1111 1111 1111

2,701 2,341 3,003Unrecognised interest........................................ 71 107 155New and increased specific provisions .............. 1,856 2,447 2,245Releases of specific provisions .......................... (370) (624) (710)Recoveries.......................................................... (246) (142) (193)

1111 1111 1111

Net increase ...................................................... 1,240 1,681 1,3421111 1111 1111

Closing balance.................................................. 4,012 4,129 4,500

F-9

Allowances for loan losses and sovereign risk

2003 2002 20011111 1111 1111

(in millions of euros)

Allowances for loans losses .............................. 4,012 4,129 4,500Allowances for sovereign risk ............................ 215 181 345

1111 1111 1111

Total .................................................................. 4,227 4,310 4,845aaaa aaaa aaaa

Allowances can be analysed by balance sheet item as follows:

Loans.................................................................. 3,918 4,038 4,469Banks ................................................................ 8 8 3Interest-earnings securities .............................. 243 217 336Other .................................................................. 58 47 37

1111 1111 1111

Total .................................................................. 4,227 4,310 4,845aaaa aaaa aaaa

Sovereign risk

Loans and other exposures are often not restricted to the country of the lendingbranch, but also involve banks, public authorities and other clients in foreigncountries, and are mostly denominated in foreign currencies. The total cross-borderexposure is very substantial but relates mainly to OECD countries. An increased riskon these outstandings would arise if and insofar as government measures or extremeeconomic conditions in specific countries were to restrict debt servicing. Up until2002, provisions were formed in such circumstances for debts of specificgovernments that were denominated in foreign currencies. With effect from 2002, aprovision is formed only for payments that are overdue or are expected to becomepast due. In this way, loans to governments are not treated any differently from loansto other borrowers.

Analysis of sovereign risk exposure and allowances at 31st December, 2003

RiskExposure allowances11111 11111

Latin America and the Caribbean............................................ 305 186Other countries ...................................................................... 33 29

11111 11111

Total ...................................................................................... 338 215aaaaa aaaaa

Movements in sovereign risk allowances

2003 2002 20011111 1111 1111

Opening balance ................................................ 181 345 272Currency translation differences ........................ (7) (42) 12Provision for loan losses .................................... 34 14 84Other movements .............................................. 7 (136) (23)

1111 1111 1111

Closing balance ................................................ 215 181 345aaaa aaaa aaaa

Allowances for sovereign risks are charged to loans and interest-bearing securities.

F-10

Leasing

Loans include lease agreements in which ABN AMRO is the lessor.

Future minimum finance lease instalments and their present values are scheduled tomature as follows:

Leaseinstalments Present

due value11111 11111

Within one year ...................................................................... 766 761After one year and within five years ...................................... 1,828 1,735After five years ...................................................................... 930 826

11111 11111

Total ...................................................................................... 3,524 3,322aaaaa aaaaa

Total of unearned financing income ...................................... 357Residual value (not guaranteed) in favour of lessor .............. 500

Operationally leased assets (vehicles) can be analysed as follows:

Minimumlease

payments11111

Within one year .......................................................................................... 2,798After one year and within five years .......................................................... 6,126After five years............................................................................................ 138

11111

Total............................................................................................................ 9,062aaaaa

Other

The item loans includes subordinated debt amounting to EUR 35 million (2002: EUR5 million), as well as loans securitised by the bank amounting to EUR 10.5 billion(2002: EUR 9.9 billion) in consideration of which debt paper issued is included in thebalance sheet.

5. Securities

The balance sheet items short-dated government paper, interest-earning securitiesand shares include the investment portfolios, the trading portfolios, securitisedreceivables such as treasury paper and commercial paper, and equity participations.

Interest-earning securities forming part of an investment portfolio, which principallyconsist of central government bonds, serve as a liquidity buffer among others. Thebank attempts to maximise the return on these instruments through a policy of activemanagement. Equity investments held on a long-term basis are also included in theinvestment portfolios.

F-11

These balance sheet items can be analysed as follows:

2003 20021111 1111

Investment portfolios ............................................................ 95,446 100,823Trading portfolios .................................................................. 51,180 48,965Short-dated government paper .............................................. 790 1,191Other bank paper .................................................................. 3,501 3,269Other securities ...................................................................... 4,040 3,998Other shares .......................................................................... 938 1,190Equity participations .............................................................. 1,631 1,695

1111 1111

Total securities ...................................................................... 157,526 161,131aaaa aaaa

of which:Listed Unlisted

2003 2002 2003 20021111 1111 1111 1111

Public authority paper .................. 71,014 69,022 14,743 17,148Other interest-earning securities .. 23,086 26,286 32,438 32,939Shares............................................ 13,983 11,376 2,262 4,360

1111 1111 1111 1111

Total securities .............................. 108,083 106,684 49,443 54,447aaaa aaaa aaaa aaaa

Listed securities include all securities which are traded on any stock exchange. Thirdparties hold legal title to part of the securities included in the portfolios. This isrelated to securities sold with repurchase commitments EUR 17,080 million (2002:EUR 27,310 million) and securities lending transactions EUR 3,004 million (2002: EUR5,222 million). In addition, ABN AMRO borrowed securities totalling EUR 10,536million (2002: EUR 17,567 million). These securities are not recognised in the balancesheet. The item interest-earning securities includes securities of a subordinatednature totalling EUR 93 million (2002: EUR 144 million) and non-subordinatedinterest-earning securities issued by group companies totalling EUR 197 million(2002: EUR 726 million).

As part of its securities brokerage activities, the bank also trades in ABN AMROshares. In addition, shares were repurchased on the stock exchange in connectionwith staff options granted, performance share plan and to cover positions withclients. At balance sheet date, the treasury stock position of group companiesincluded 5.3 million ABN AMRO Holding N.V. ordinary shares. The correspondingamount of EUR 119 million has been deducted from reserves.

An amount of EUR 44,862 million is scheduled for redemption in 2004.

F-12

Investment portfolios

The following analysis shows the book value and the fair value of ABN AMRO'sinvestment portfolios. Fair value is based on quoted prices for traded securities andestimated market value for non-traded securities.

2003 2002Premiums Premiums

or orBook value discounts Fair value Book value discounts Fair value11111 11111 11111 11111 11111 11111

Dutch government .. 4,749 77 4,895 5,342 126 5,816US Treasury and US government agencies ........ 9,859 51 10,074 12,131 173 12,793Other OECD governments 38,121 822 39,802 37,183 482 38,703Mortgage-backed securities ...... 21,707 348 22,276 23,774 259 24,645Other interest-earningsecurities ...... 15,998 24 16,424 16,175 145 16,452

11111 11111 11111 11111 11111 11111

Total interest-earning securities and short-datedgovernment paper ............ 90,434 1,322 93,471 94,605 1,185 98,409Shares .......... 5,012 5,012 6,218 6,218

11111 11111 11111 11111 11111 11111

Total investment portfolios ...... 95,446 98,483 100,823 104,627

11111 11111 11111 11111

The book value of the investment portfolios developed during 2003 as follows:

Interest–Earnings Shares11121 11121

Opening balance of investment portfolio.................................... 92,995 753Movements:

• Purchases.............................................................................. 150,500 1,271• Sales .................................................................................... (121,092) (1,090)• Redemptions ........................................................................ (25,833) –• Acquisitions / dispositions.................................................... 444 0• Revaluations.......................................................................... 0 (10)• Currency translation differences .......................................... (6,439) (6)• Other .................................................................................... (369) 337

11121 11121

Closing balance of investment portfolio...................................... 90,206 1,255Closing balance of policyholder accounts .................................. 228 3,757

11121 11121

Total investment portfolios ........................................................ 90,434 5,012aaaas aaaas

Revaluations included in closing balance .................................. – 3Diminutions in value included in closing balance ...................... – 82

Premiums and discounts on the investment portfolios are amortised. The purchaseprice of the investment portfolios, including unamortised amounts from replacementtransactions, was EUR 280 million below the redemption value.

F-13

Trading portfolios

The following table analyses the composition of the trading portfolios.

2003 20021111 1111

Dutch government ...................................................................... 2,219 955US Treasury and US government agencies.................................. 8,212 12,104Other OECD governments............................................................ 19,242 16,199Other interest-earning securities ................................................ 12,843 13,074Total interest-earning securities.................................................. 42,516 42,332Shares ........................................................................................ 8,664 6,633

1111 1111

Total trading portfolios .............................................................. 51,180 48,965aaaa aaaa

Other securities

The following table analyses the book value and fair value of other securities.

2003 2002Book Fair Book Fairvalue value value value

1111 1111 1111 1111

Short-dated government paper ........ 790 788 1,191 1,176Other bank paper ............................ 3,501 3,501 3,269 3,269Other securities ................................ 4,040 4,075 3,998 3,856

1111 1111 1111 1111

Total interest-earning securities ...... 8,331 8,364 8,458 8,301Shares and equity participations .... 2,569 2,455 2,885 2,821

1111 1111 1111 1111

Total other securities........................ 10,900 10,819 11,343 11,122aaaa aaaa aaaa aaaa

6. Participating interests

This item includes equity participations held on a long-term basis for the purpose ofbusiness operations.

2003 20021111 1111

Credit institutions........................................................................ 1,661 1,034Other participating interests ...................................................... 968 1,132

1111 1111

Total participating interests ........................................................ 2,629 2,166Development:Opening balance ........................................................................ 2,166 2,420Movements:

• Purchases / increases .......................................................... 887 196• Sales / reductions ................................................................ (127) (176)• Revaluations.......................................................................... 83 0• Share in results of significant participations interest .......... 12 78• Dividends received from significant participations interest .. (7) (21)• Currency translation differences .......................................... (184) (178)• Other .................................................................................... (201) (153)

1111 1111

Closing balance .......................................................................... 2,629 2,166Revaluations included in closing balance .................................. 84 1

Participating interests with official stock exchange listings represented a book valueof EUR 1,225 million (2002: EUR 674 million).

F-14

7. Property and equipment

2003 20021111 1111

Property used in operations........................................................ 3,167 3,028Other property ............................................................................ 2,455 2,300Equipment .................................................................................. 1,582 1,654

1111 1111

Total property and equipment .................................................... 7,204 6,982aaaa aaaa

At 31st December, 2003 EUR 385 million (2002: 363 EUR million) of internallygenerated software was capitalised under equipment.

PropertyUsed in

Total operations Other Equipment1111 1111 1111 1111

Development:Opening balance .............................. 6,982 3,028 2,300 1,654Movements:

• Purchases .................................. 1,563 518 436 609• Sales .......................................... (491) (81) (401) (9)• Revaluations .............................. 6 6 0 0• Depreciation .............................. (930) (184) (3) (743)• Acquisitions / dispositions ........ 120 73 10 37• Currency translation differences (240) (122) (47) (71)• Other 1) ...................................... 194 (71) 160 105

1111 1111 1111 1111

222 139 155 (72)Accumulated amounts:Replacement cost ............................ 11,754 4,746 2,466 4,542Depreciation .................................... (4,550) (1,579) (11) (2,960)

1111 1111 1111 1111

Closing balance ................................ 7,204 3,167 2,455 1,582Revaluations included in closing

balance ........................................ 153 153 – –

(1) Other of Other property comprises the net increase from property developmentactivities.

Legal title to property and equipment totalling EUR 27 million (2002: EUR 53 million)is held by third parties.

Payables with respect to finance lease agreements are EUR 22 million, of whichcomputers EUR 20 million and equipment EUR 2 million.

8. Other assets and other liabilities

These items include those amounts which are not of an accrued or deferred nature orwhich cannot be classified with any other balance sheet item. This concerns, forexample, current tax assets EUR 267 million (2002: EUR 408 million) and current taxliabilities EUR 992 million (2002: EUR 1,447 million), deferred tax assets EUR 1,201million (2002: EUR 1,523 million), an intangible asset on account of unrecognisedprior-service pension costs EUR 368 million (2002: EUR 432 million), options,servicing rights, precious metals and other goods, balances of payment transactionsstill to be settled, short securities positions and market value of interest rate andcurrency contracts as part of trading activities. Options on behalf of customers arealso included EUR 267 million (2002: EUR 295 million).

9. Prepayments and accrued income and accruals and deferred income

These items include revenue and expenses recognised in the period under review butwhose actual receipt or payment falls in a different period, as well as the total netdifference between contract rates and spot rates on foreign exchange hedgingoperations.

F-15

10. Banks (liabilities)

This item comprises debts, including amounts on account of professional securitiestransactions, to credit institutions, central banks and multilateral developmentbanks.

2003 20021111 1111

Professional securities transactions .......................................... 33,672 23,152Demand deposits ........................................................................ 13,954 18,881Time deposits.............................................................................. 52,015 33,525Loans from banks........................................................................ 11,246 20,326

1111 1111

Total banks (liabilities) .............................................................. 110,887 95,884qqqq qqqq

11. Total client accounts

This item includes total client balances held in current accounts, savings accountsand deposits, as well as debts on account of professional securities transactions andnon-subordinated private loans.

2003 20021111 1111

Savings accounts ........................................................................ 73,238 74,249Corporate deposits...................................................................... 81,636 75,833Professional securities transactions .......................................... 48,517 50,178Other client accounts .................................................................. 86,475 89,201

1111 1111

Total client accounts .................................................................. 289,866 289,461qqqq qqqq

12. Debt securities

This item includes non-subordinated debt and other negotiable interest-bearing debtsecurities.

2003 20021111 1111

Debentures and notes ................................................................ 50,997 40,678Cash notes, savings certificates and bank certificates................ 4,590 6,579Certificates of deposit and commercial paper ............................ 16,101 23,952

1111 1111

Total debt securities .................................................................. 71,688 71,209qqqq qqqq

The debentures are issued principally in the Dutch capital market and the Euromarketand are denominated mostly in euros and US dollars. The commercial paperprogramme is conducted mainly in the United States and is denominated in USdollars. The other debt securities are instruments used in markets in which ABNAMRO is active and are usually denominated in local currencies.

At 31st December, 2003, debt securities denominated in euros amounted to EUR37,037 million and those denominated in US dollars to EUR 24,184 million.

At 31st December, 2003 the debentures and notes, originally issued in the Dutchcapital market, included EUR 12,175 million of variable rate obligations. In addition,EUR 9,208 million of the debentures and notes had been converted into variable rateobligations through the use of asset-liability management derivative contracts. Theaverage interest rate on the debentures and notes, adjusted to reflect the effect ofasset-liability management derivative contracts at year-end 2003, was 3.31%.

F-16

Maturity analysis of debt securities

2003 20021111 1111

Within one year .......................................................................... 31,927 33,489After one and within two years .................................................. 9,000 7,507After two and within three years ................................................ 4,014 2,132After three and within four years ................................................ 4,224 5,255After four and within five years .................................................. 2,782 4,963After five years ............................................................................ 19,741 17,863

1111 1111

Total debt securities .................................................................. 71,688 71,209aaaa aaaa

13. Provisions

2003 20021111 1111

Provision for deferred tax liabilities (see note 37) ...................... 1,061 714Provision for pension obligations (including early retirement) .. 706 880Provision for contributions to health insurance after retirement 329 309Other staff provisions.................................................................. 357 413Insurance fund liabilities ............................................................ 7,845 10,015Restructuring charge .................................................................. 181 290Other provisions.......................................................................... 667 617

1111 1111

Total provisions .......................................................................... 11,146 13,238aaaa aaaa

The other staff provisions refer in particular to occupational disability and otherbenefits, except early retirement benefits, payable to non-active employees.Provisions formed for staff benefit schemes due to restructuring are accounted for asrestructuring provisions. Insurance fund liabilities include the actuarial reserves andthe premium and claims reserves of the group's insurance companies.

Provisions are generally long-term in nature.

Other staff Otherprovisions Restructuring provisions11111 11111 11111

Opening balance.................................................... 413 290 617Movements:

• Acquisitions / dispositions ............................ 9 – 86• Additions from income statement.................... 285 100 108• Expenses charged to provisions ...................... (335) (206) (149)• Currency translation differences .................... (12) (3) –• Others .............................................................. (3) – 5

11111 11111 11111

Closing balance .................................................... 357 181 667aaaaa aaaaa aaaaa

F-17

The following tables summarise the change in benefit obligations and plan assets ofthe main pension plans and other employee benefit plans based on FAS 87 and FAS106 as well as the funded status of the plans.

Healthinsurance

Pension contribution12111 12111

Opening balance ........................................................................ 8,841 536Movements in projected benefit obligations:

• Service cost .......................................................................... 280 20• Interest cost .......................................................................... 489 33• Employee contributions / refunds ........................................ 10 0• Actuarial (gain) / loss............................................................ 128 (13)• Benefits paid ........................................................................ (296) (20)• Acquisitions / dispositions.................................................... 105 22• Settlement / curtailment ...................................................... (52) 0• Currency translation differences .......................................... (180) (17)• Others .................................................................................. (18) 0

12111 12111

Closing balance .......................................................................... 9,307 561aaaas aaaas

Healthinsurance

Pension contribution12111 12111

Opening balance ........................................................................ 6,776 25Movements in plan assets:

• Actual return on plan assets ................................................ 789 4• Employee contributions / refunds ........................................ 12 0• Employer’s contribution ........................................................ 833 9• Benefits paid ........................................................................ (296) (2)• Settlement / curtailment ...................................................... (30) –• Acquisitions / dispositions.................................................... 63 17• Currency translation differences .......................................... (173) (9)• Others .................................................................................. 14 –

12111 12111

Closing balance (fair value)........................................................ 7,988 44aaaas aaaas

Healthinsurance

Pension contribution12111 12111

Funded status / (deficits)............................................................ (1,319) (517)Unrecognised net actuarial (gain) / loss .................................... 1,405 138Unrecognised prior-service cost.................................................. 386 20Unrecognised transition obligation ............................................ (1) 30

12111 12111

Prepaid / (accrued)benefit cost.................................................. 471 (329)aaaas aaaas

The weighted averages of the main actuarial assumptions used to determine thevalue of the provisions for pension obligations and contributions to health insuranceas at 31 December were as follows:

2003 20021111 1111

Pensions• Discount rate ........................................................................ 5.5% 5.4%• Expected increment in salaries ............................................ 2.6% 2.8%• Expected return on investments............................................ 7.2% 7.3%

Health insurance:• Discount rate ........................................................................ 6.0% 5.4%• Average rise in the costs of health care ................................ 6.2% 5.5%

F-18

The expected return on investments regarding pension obligations is weighted on thebasis of the fair value of these investments. All other assumptions are weighted onthe basis of the defined benefit plan obligations.

For the pension plans in the Netherlands the target and actual allocation of the planassets were as follows:

Plan assets ABN AMRO Pension Fund

Targetallocation 2003 200221111 21111 21111

Plan asset category• Equity securities .............................................. 40%-50% 50% 40%• Debt securities ................................................ 50%-60% 50% 60%

21111 21111

Total ...................................................................... 100% 100%aaaas aaaas

The contribution expected to be paid to the ABN AMRO Pension Fund in 2004amounts to EUR 464 million.

Unrecognised service cost refers to the additional pension obligations resulting fromthe lowering of the retirement age to 62 years for the employees in the Netherlandswith effect from 1st January, 2000, and will be amortised over the average remainingyears of service of the employees.

For the pension plans in the Netherlands, United Kingdom and Germany,accumulated pension obligations (excluding future salary increases) exceeded thevalue of pension plan assets by EUR 651 million as at 31st December, 2003. Takinginto account a receivable from the Pension Fund, an additional obligation of EUR 901million has been provided for, of which EUR 533 million (net EUR 353 million) hasbeen charged to shareholders’equity and EUR 368 million is recognised as anintangible asset under Other assets.

Assumptions relating to movements in health care significantly affect the amountsdisclosed for contributions to post-retirement health care. An increase of 1% in theassumed movement in the costs of health care would result in the accumulatedobligation for other post-retirement benefits increasing by approximately EUR 109million as at 31st December, 2003, and the net period costs of other post-retirementbenefits for 2003 going up by EUR 12 million. Conversely, a decrease of 1% in theassumed movement of the costs of health care would result in the two latter amountsdeclining by approximately EUR 87 million and EUR 9 million, respectively.

14. Fund for general banking risks

The fund for general banking risks covers general risks associated with lending. Thefund is net of tax and forms part of tier 1 capital; it is maintained partly in currenciesother than the euro.

2003 20021111 1111

Opening balance ........................................................................ 1,255 1,381Movements:Currency translation differences ................................................ (112) (126)

1111 1111

Closing balance .......................................................................... 1,143 1,255qqqq qqqq

F-19

15. Subordinated debt

This item includes subordinated debentures and loans which, according to thestandards applied by the Dutch central bank, qualify for the consolidated capitaladequacy ratio. It comprises debt, subordinated to all other current and futureliabilities of ABN AMRO Bank N.V, amounting to EUR 8,840 million (2002: EUR 8,398million), as well as subordinated borrowings of its consolidated participatinginterests EUR 5,060 million (2002: EUR 5,880 million). In general, early repayment, inwhole or in part, is not permitted. The average interest rate on subordinated debtwas 6.2%.

Maturity analysis

2003 20021111 1111

Within one year .......................................................................... 442 150After one and within two years .................................................. 1,118 467After two and within three years ................................................ 1,136 1,292After three and within four years ................................................ 1,380 1,273After four and within five years .................................................. 695 1,499After five years .......................................................................... 9,129 9,597of which

Preference shares qualifying as tier 1 capital ............................ 1,680 2,018Other perpetual ........................................................................ 2,136 2,136

1111 1111

Total subordinated debt ............................................................ 13,900 14,278aaaa aaaa

Subordinated debt as at 31st December, 2003 was denominated in euros to anamount of EUR 7,731 million and in US dollars to an amount of EUR 6,014 million,and included EUR 3,163 million of variable rate obligations.

16. Shareholders' equity

2003 2002 20011111 1111 1111

Share capital.......................................................... 1,732 1,704 1,677Reserves ................................................................ 11,434 9,502 10,544

13,166 11,206 12,221Treasury stock........................................................ (119) (125) (123)

1111 1111 1111

Total shareholders’ equity .................................... 13,047 11,081 12,098aaaa aaaa aaaa

For further information, refer to the section on changes in shareholders’ equityabove.

Share capital

The authorised share capital of ABN AMRO Holding N.V. amounts to EUR4,704,000,224 face value and consists of four billion and four hundred ordinaryshares, one billion preference shares and one hundred million convertible preferenceshares, each of which were convertible into four ordinary shares.

The issued and paid-up share capital is made up of the following numbers of shares:

Ordinary shares (face value EUR 0.56) .......................................................... 1,643,220,517Preference shares (face value EUR 2.24) ...................................................... 362,503,010(Formerly convertible) preference shares (face value EUR 2.24) .................. 44,988

On 31st December, 2003, 5,337,689 ordinary shares were repurchased in connectionwith the Performance Share Plan and future exercise of staff options.

The preference shares are registered shares; the dividend has been fixed with effectfrom 1st January, 2001 at 5.55% of the face value. This percentage will be adjusted on1 January 2011 in the manner stipulated in the articles of association.

F-20

The dividend on the preference shares, which were convertible until 31st October,2003, has been fixed at 1st January, 2004 at EUR 0.95 per share per annum until theend of 2013.

Reserves

2003 2002 20011111 1111 1111

Share premium account ........................................ 2,549 2,543 2,504Revaluation reserves.............................................. 283 124 355Other reserves prescribed by law ........................ 280 297 258General reserve...................................................... 10,550 8,336 7,592Expected final cash dividend to be paid to holders of ordinary shares .................................................. 336 300 311Exchange differences reserve ................................ (2,564) (2,098) (476)Other reserves ...................................................... 8,322 6,538 7,427

1111 1111 1111

Total reserves ........................................................ 11,434 9,502 10,544aaaa aaaa aaaa

The share premium account is regarded as paid-up capital for tax purposes. Theshare premium account relating to (formerly convertible) preference shares amountsto EUR 1 million (2002: EUR 14 million; 2001: EUR 18 million).

Due to dispositions and depreciation, EUR 66 million of the revaluation reserves isregarded as realised. The remaining part is regarded as a legal reserve.

The expected stock dividend percentage (59%) for the final dividend was taken intoconsideration.

Staff options

The Managing Board members, other senior executives and some 2,900 employeesof ABN AMRO directly reporting to the banks’ senior executives are periodicallyoffered the opportunity to acquire equity options whose value is related to the optionexercise price. The exercise price of staff options is equal to the average of thehighest and lowest ordinary share price quoted on Euronext Amsterdam on the dateof grant. With effect from 2002, options awarded to the Managing Board and other(senior) executives are of a conditional nature. The options cannot be exercised for atleast three years from the date of grant and then only if specific performanceindicators have been achieved in the intervening period. If the criteria are not met,the test may be applied in up to three subsequent years. If they are not met at allwithin six years from the date of grant, the options will lapse. The total term of theoptions has been extended from seven years to ten years.

The majority of the non-conditional options is not exercisable during the first threeyears from the date of grant. Open periods have been established for seniorexecutives and other designated persons. This category of staff is not permitted toexercise its options outside the open periods, except on the expiration date and thepreceding five working days, subject to certain conditions. In 2003, approximately9,000 employees exercised the right to take equity options.

F-21

In 2001, 2002 and 2003, the price of options exercised ranged from EUR 10.02 to EUR24.32. If fully exercised, the options at year-end 2003 would have increased thenumber of ordinary shares by 59.1 million (see following analysis).

Staff Average Low/highoptions exercise exercise

(in price priceYear of expiration thousands) (in euros) (in euros)

11111 11111 11111

2004 ...................................................................... 10,317 20.84 18.10-24.322005 ...................................................................... 5,652 21.18 17.95-24.112007 ...................................................................... 4,542 21.30 21.302008 ...................................................................... 9,571 22.73 22.34-23.142009 ...................................................................... 4,412 20.42 20.422010 ...................................................................... 898 15.06 15.062012 ...................................................................... 9,759 19.11 17.46-19.532013 ...................................................................... 13,998 14.45 14.45-14.65

11111 11111 11111

Total ...................................................................... 59,149 19.30 14.45-24.32aaaaa aaaaa aaaaa

2003 2002Staff Average Staff Average

options exercise options exercise(in price (in price

thousands) (in euros) thousands) (in euros)11131 13111 11311 13111

Opening balance .............................. 58,334 21.31 50,658 21.23Movements:Options granted to Managing Board members .......................................... 608 14.45 592 19.53Options granted to other senior management .................................... 8,039 14.45 7,392 19.53Other options granted ...................... 6,249 14.54 6,540 19.57Options exercised ............................ (362) 17.34 (5,051) 16.31Options expired and cancelled ........ (13,719) 22.68 (1,797) 18.95

11131 13111 11311 13111

Closing balance ................................ 59,149 19.30 58,334 21.31Of which conditional ........................ 23,756 16.36 9,828 19.11Of which vested and in the money .. 3,150 18.10 – –Of which hedged .............................. 488 17.00 – –

To settle the options granted, with effect from 1st January, 2001, ABN AMRO each yearmakes available new ordinary shares up to 1% of the issued ordinary shares. Thetotal of outstanding options settled through the issuance of new ordinary shares willnot exceed 10% of the issued ordinary shares.

To settle additional options granted above these limits, ABN AMRO will repurchaseshares in the open market or hedge these options through derivative transactions. Ifall vested rights would be exercised, shareholders' equity would increase by anamount of EUR 434 million.

Deliveries on options exercised in 2003 were made from share repurchases on thedate of grant (362,311 shares).

If ABN AMRO had based the cost of staff options granted in 2003 at the fair value ofthe options at the date of grant instead of the intrinsic value of the options, net profitand earnings per ordinary shares would have been EUR 41 million and EUR 0.03lower respectively.

17. Minority interests

This item comprises the share of third parties in the equity of subsidiaries and othergroup companies, as well as preferred stock issued to third parties by subsidiaries inthe United States. The right to repayment of this preferred stock is in all cases vested

F-22

in the issuing institution, but repayment is also subject to approval of the supervisoryauthorities. If this right is not exercised, preference shares without fixed dividendentitlement qualify for a dividend step-up. In terms of dividend and liquidation rights,Trust preferred shares are comparable to ABN AMRO Holding N.V. preference shares.

2003 2002 20011111 1111 1111

Non-cumulative preference shares• Trust preferred shares with fixed dividend ...... 2,170 2,382 2,834• Other shares with fixed dividend .................... 319 384 458• Other shares with dividend step-up ................ 40 270 321

Other minority interests ........................................ 1,184 774 9431111 1111 1111

Total ...................................................................... 3,713 3,810 4,556aaaa aaaa aaaa

2003 2002 20011111 1111 1111

Opening balance.................................................... 3,810 4,556 5,287Movements:Currency translation differences............................ (572) (732) 244Acquisitions / disposition...................................... 9 – (413)Extension .............................................................. 439 – –Issuance of preference shares .............................. 1,290 – –Redemption / repurchase of preference shares .... (1,258) – (415)Other...................................................................... (5) (14) (147)

1111 1111 1111

Closing balance .................................................... 3,713 3,810 4,556aaaa aaaa aaaa

18. Capital adequacy

The standards applied by the Dutch central bank for the principal capital ratios arebased on the capital adequacy guidelines of the European Union and the BaselCommittee for Banking Supervision. These ratios compare the bank's total capitaland tier 1 capital with the total of risk-weighted assets and off-balance sheet itemsand the market risk associated with the trading portfolios. The minimum requirementfor the total capital ratio and tier 1 ratio is 8% and 4% respectively of risk-weightedassets.

The following table analyses actual capital and the minimum standard in accordancewith supervisory requirements.

2003 2002Required Actual Required Actual11131 13111 11311 13111

Total capital ...................................... 17,902 26,254 18,366 26,493Total capital ratio.............................. 8.0% 11.73% 8.0% 11.54%Tier 1 capital .................................... 8,951 18,236 9,183 17,178Tier 1 capital ratio ............................ 4.0% 8.15% 4.0% 7.48%

19. Accounts with participating interests

Amounts receivable from and payable to participating interests included in thevarious balance sheet items totalled:

2003 20021111 1111

Banks (assets) ............................................................................ 6 24Loans .......................................................................................... 584 396Banks (liabilities) ........................................................................ 143 480

1111 1111

Total client accounts .................................................................. 257 9aaaa aaaa

F-23

20 Maturity

Short-dated liabilities and demand deposits are generally matched by cash, assetsthat can be realised at short notice or lending operations as part of the interest raterisk policy. The balance sheet is already presented in descending order of liquidity. Anumber of items containing assets or liabilities with varying maturities are analysedin the following table. This analysis does not include liquid assets such as cash andshort-dated government paper and the bond investment portfolios, which by theirnature can be realised at short notice. In every country in which ABN AMRO is active,liquidity satisfies the standards imposed by the supervisory authorities.

Maturity analysis

Ondemand �3 months �3 m-�1 yr �1 yr-�5 yr �5 yr

11121 11121 11211 11211 111221

(in billions of euros)

Banks (liabilities).................. 22 72 9 6 2Savings accounts.................. 27 40 3 3 0Deposits and other client accounts (including professional securities

transactions) ...................... 86 100 17 8 6Debt securities...................... 0 19 12 21 20Subordinated debt................ 0 0 1 4 9Banks (assets) ...................... 4 44 6 4 1Loans(including professional

securities transactions) ...... 11 106 31 63 86

21. Currency position

Of total assets and total liabilities, amounts equivalent to EUR 359 billion and EUR358 billion respectively are denominated in currencies other than the euro. Positionsarising from balance sheet items are generally hedged by foreign exchange contractsnot included in the balance sheet. The actual currency positions arising out of thebank's proprietary foreign exchange dealing activities are of limited size. Capitalinvested in operations outside the Netherlands is largely funded in euros. Part of theresulting currency positions is used to offset movements in required capital forforeign-currency risk-bearing assets, which is also due to exchange rate fluctuations.Similar reasoning lies behind the policy of issuing preferred stock and subordinateddebt in foreign currencies.

22. Collateral provided

In connection with collateral provided for specific liabilities and off-balance sheetcommitments, as well as for transactions in financial markets, specific assets are notfreely available. This relates to cash (EUR 4.1 billion), securities (EUR 4.9 billion) andloans (EUR 35.9 billion). Collateral has been provided for liabilities included in banks(EUR 17.1 billion), debt securities (EUR 13.1 billion) and client accounts (EUR 4.5billion).

23. Contingent liabilities

2003 20021111 1111

Commitments with respect to guarantees granted .................... 39,434 39,754Commitments with respect to irrevocable letters of credit ........ 3,362 4,370Commitments with respect to recourse risks arising from discounted bills .......................................................................... 42 52

1111 1111

42,838 44,176aaaa aaaa

F-24

24. Derivatives

Derivatives are financial instruments, the contracted or notional amounts of whichare not included in the balance sheet either because rights and obligations arise outof one and the same contract, the performance of which is due after balance sheetdate, or because the notional amounts serve merely as variables for calculationpurposes. Examples of derivatives are forward exchange contracts, options, swaps,futures and forward rate agreements. The underlying value may involve interest rate,currency, commodity, bond or equity products or a combination of these. Derivativestransactions are conducted as a trading activity (also on behalf of clients) and as ahedge against ABN AMRO's own interest rate and currency exposure.

The degree to which ABN AMRO is active in the respective markets or marketsegments is shown in the following analysis by means of notional amounts (includingmaturity profile based on remaining term). The notional amounts, however, give noindication of the size of the cash flows and the market risk or credit risk attaching toderivatives transactions.

The market risk arises from movements in variables determining the value ofderivatives, such as interest rates and quoted prices. The credit risk is the loss thatwould arise if a counterparty were to default. This is related, however, to the marketrisk since the extent of the credit risk is in part determined by actual and expectedmarket fluctuations. In calculating the credit risk shown in the following table,netting agreements and other collateral have not been taken into consideration.

Derivatives transactions

Notional amountsCredit

�1 yr �1 yr-�5 yr �5 yr Total risk11112 12111 11211 11211 11121

(in billions of euros)Interest rate contractsOTC.................. Swaps 593 1,513 180 2,286 48

Forwards 183 38 – 221 0Options 129 232 11 372 3

Exchange-traded Futures 146 88 – 234 –Options 165 8 – 173 0

Currency contractsOTC ................ Swaps 265 55 25 345 15

Forwards 348 12 – 360 12Options 40 28 14 82 1

Exchange-traded Futures 5 1 – 6 –Options 2 – – 2 0

Other contractsOTC.................. Forwards/

Swaps 7 46 6 59 1Options............ 9 9 1 19 1Exchange traded Futures 7 2 – 9 –

Options 14 5 – 19 011112 12111 11211 11211 11121

Total derivatives 1,913 2,037 237 4,187 81aaaas aaaas aaaas aaaas aaaas

The following tables give an indication of the notional amounts and (average) marketvalues of the principal types of trading portfolio contracts and hedging portfoliocontracts (i.e. contracts entered into as part of the bank’s interest rate and exchangerate policies). Intercompany transactions between hedging and trading portfolioshave not been eliminated from the figures.

F-25

Trading portfolio derivatives transactions in 2003

2003 2002Notional Market value Average market valueamounts Positive Negative Positive Negative13111 13111 13111 13111 13111

Interest rate contractsSwaps ........................................ 2,421,819 50,131 47,593 55,748 53,271Forwards .................................... 220,521 129 89 119 119Options purchased...................... 283,735 12,637 – 3,732 –Options sold................................ 263,135 – 3,099 – 3,327Futures ........................................ 221,145 – – – –

13111 13111 13111 13111 13111

Total interest rate contracts ........ 3,410,355 62,897 50,781 59,599 56,717aaaad aaaad aaaad aaaad aaaad

Currency contracts Swaps ........................................ 363,544 15,704 15,806 10,279 11,293Forwards .................................... 360,469 11,500 8,252 6,550 6,972Options purchased...................... 40,619 1,376 – 1,114 –Options sold................................ 42,018 – 1,127 – 901Futures ........................................ 6,169 – – – –

13111 13111 13111 13111 13111

Total currency contracts .............. 812,819 28,580 25,185 17,943 19,166aaaad aaaad aaaad aaaad aaaad

Other contractsEquity options purchased .......... 19,017 1,246 – 1,298 –Equity options sold .................... 18,859 – 970 – 669Other equity and commodity

contracts ................................ 67,614 1,051 86 804 69713111 13111 13111 13111 13111

Total other contracts .................. 105,490 2,297 1,056 2,102 1,366aaaad aaaad aaaad aaaad aaaad

Trading portfolio derivatives transactions in 2002

2003 2002Notional Market value Average market valueamounts Positive Negative Positive Negative13111 13111 13111 13111 13111

Interest rate contracts ................ 2,976,769 60,246 56,330 41,196 37,390Currency contracts ...................... 758,290 17,603 20,101 14,847 17,193Other contracts .......................... 80,978 2,198 2,412 1,987 2,511

Hedging portfolio derivatives transactions

2003 2002Notional Market value Notional Market valueamounts Positive Negative Amounts Positive Negative13111 13111 13111 13111 13111 13111

Interest rate contractSwaps .................. 184,610 2,260 3,779 222,310 4,189 6,066Forwards .............. 1,239 1 1 3,248 10 10Options purchased 2,718 17 – 4,620 53 –Futures .................. 14,172 – 3 11,993 – –

13111 13111 13111 13111 13111 13111

Total interest rate contracts................ 202,739 2,278 3,783 242,171 4,252 6,076

aaaad aaaad aaaad aaaad aaaad aaaad

Currency contractsSwaps .................. 22,498 885 1,091 7,298 165 233Forwards................ 11,757 362 345 11,346 229 231Options purchased 1,440 24 – 1,887 30 –

13111 13111 13111 13111 13111 13111

Total currency contracts................ 35,695 1,271 1,436 20,531 424 464

aaaad aaaad aaaad aaaad aaaad aaaad

F-26

Derivatives and capital adequacy requirements

In determining the capital adequacy requirement, both existing and future credit riskis taken into account. To this end the current potential loss, i.e. the positivereplacement value based on market conditions at balance sheet date, is increased bya percentage of the relevant notional amounts, depending on the nature andremaining term of the contract. This method takes into account the possible adversedevelopment of the positive replacement value during the remaining term of thecontract. The following analysis shows the resulting credit equivalent, bothunweighted and weighted for the counterparty risk (mainly banks). The figures allowfor the downward impact of netting agreements and other collateral on risk exposureand capital adequacy.

Credit equivalent

2003 20021111 1111

(in billions of euros)

Interest rate contracts ................................................................ 62.3 64.5Currency contracts ...................................................................... 41.7 28.7Other contracts .......................................................................... 7.7 5.8

1111 1111

111.7 99.0Effect of contractual netting ...................................................... 65.8 64.3

1111 1111

Unweighted credit equivalent .................................................... 45.9 34.71111 1111

Weighted credit equivalent ........................................................ 9.1 9.2

25. Memorandum items

Apart from the memorandum items stated, non-quantified guarantees have beengiven for the bank's securities custody operations, for interbank bodies andinstitutions and for participating interests. Collective guarantee schemes apply togroup companies in various countries. Furthermore, statements of liability have beenissued for a number of group companies.

Legal proceedings have been initiated against ABN AMRO in a number ofjurisdictions, but on the basis of information currently available, and having takencounsel with legal advisers, the Managing Board is of the opinion that the outcomeof these proceedings is unlikely to have a material adverse effect on the consolidatedfinancial position and the consolidated operations of ABN AMRO.

For 2004, investment in property and equipment is estimated at EUR 1.2 billion, ofwhich ABN AMRO is already committed to an amount of EUR 231 million.

Though ABN AMRO has sold a part of its loan portfolio, partly through credit-enhanced or non-credit enhanced securitisation, it still holds legal title to some ofthese loans. In most cases these loans are also serviced by ABN AMRO. The bankalso services loans granted by other institutions. The following table states theoutstandings at 31st December, 2003.

Legal title to loans sold .................................................................................... 1,152Loans serviced for third parties ........................................................................ 153,840Loans sold with credit enhancement ................................................................ 188

Future rental commitments at 31 December 2003 for long-term lease contracts were asfollows:

Within one year ................................................................................................ 76After one year and within five years ................................................................ 257After five years.................................................................................................. 439

F-27

26. Net interest revenue

This item comprises interest revenue from loans, investments, other lending, interestexpense on borrowings by ABN AMRO and client accounts, as well as the results frominterest rate and foreign exchange contracts entered into for hedging purposes.Other revenue from loans is also included. Interest revenue from interest-earningsecurities amounted to EUR 5,061 million (2002: EUR 6,379 million). Interest expenseon subordinated debt totalled EUR 861 million (2002: EUR 944 million).

27. Revenue from securities and participating interests

This item includes the share in net profit or loss of participating interests on whichABN AMRO exercises a significant influence. Dividends received from shares andother participating interests are also included, as are the results from sales of sharesfrom the investment portfolio and investments in participating interests insofar asthese are not treated as value adjustments to financial fixed assets (See note 41'Segment information' for more details).

2003 2002 20011111 1111 1111

Revenue from shares and equity participations .. 47 79 75Revenue from participating interests .................... 222 290 380

1111 1111 1111

Total revenue from securities and participating interests ................................................................ 269 369 455

aaaa aaaa aaaa

28. Net commissions

This item includes revenue from securities brokerage, domestic and internationalpayments, asset management, insurance, guarantees, leasing and other services.Amounts paid to third parties are shown as commission expense.

2003 2002 20011111 1111 1111

Securities brokerage.............................................. 1,108 1,269 1,674Payment services .................................................. 1,237 1,348 1,394Asset management and trust ................................ 813 862 885Insurance .............................................................. 121 165 202Guarantees ............................................................ 199 170 158Leasing .................................................................. 175 185 179Other...................................................................... 811 640 722

1111 1111 1111

Total commissions ................................................ 4,464 4,639 5,214aaaa aaaa aaaa

29 Results from financial transactions

This includes results from securities trading, foreign exchange dealing andderivatives transactions. The category Other includes trading LDC debt securities,currency translation differences on investments - other than those included intangible fixed assets - in branches, subsidiary and participating interests in hyper-inflationary countries, results from private equity positions as well as results fromtransactions in connection with hedging of the foreign currency profit.

2003 2002 20011111 1111 1111

Securities trading .................................................. 338 492 787Foreign exchange dealing ...................................... 671 679 486Derivatives transactions ........................................ 553 388 502Private equity ........................................................ 142 (191) (114)Other...................................................................... 289 109 (109)

1111 1111 1111

Total result from financial transactions ................ 1,993 1,477 1,552aaaa aaaa aaaa

F-28

30 Other revenue

This includes revenue from mortgage banking activities, including both mortgageservicing rights and mortgage origination, property development, other revenue fromleasing activities and results from the insurance companies forming part of thegroup.

Other revenue can be broken down as follows:2003 2002 2001

1111 1111 1111

Mortgage banking activities .................................. 1,243 978 299Property development .......................................... 184 165 131Leasing activities .................................................. 358 339 333Insurance companies ............................................ 318 314 243Other...................................................................... 241 154 517

1111 1111 1111

Total other revenue .............................................. 2,344 1,950 1,523aaaa aaaa aaaa

Mortgage banking activities can be broken down as follows:2003 2002 2001

1111 1111 1111

Loan servicing income and related fees ................ 499 489 417Net origination and sale revenue .......................... 874 821 617Net gain on sale of servicing rights ...................... – 45 26Amortisation of mortgage servicing rights ............ (130) (318) (468)Valuation provision ................................................ – (59) (293)

1111 1111 1111

Total mortgage banking activities ........................ 1,243 978 299aaaa aaaa aaaa

The insurance companies achieved the following results:Life Non-life

1111 1111

Net premium income .................................................................. 1,174 361Investment income...................................................................... 279 80Insurance expenses .................................................................... (1,324) (252)

1111 1111

Total result of insurance companies .......................................... 129 189aaaa aaaa

31 Staff costs

2003 2002 20011111 1111 1111

Salaries (including bonuses, etc.) ........................ 5,318 5,415 5,981Pension costs (incl. early retirement) .................... 481 384 188Health insurance after retirement.......................... 68 71 20Social insurance and other staff costs .................. 1,213 1,537 1,464

1111 1111 1111

Total staff costs...................................................... 7,080 7,407 7,653aaaa aaaa aaaa

Average number of employees (fte):Netherlands .......................................................... 30,620 34,090 36,630Foreign countries .................................................. 74,819 73,326 75,576

1111 1111 1111

Total average number of employees (fte) ............ 105,439 107,416 112,206aaaa aaaa aaaa

F-29

Pension costs and contributions to health insurance for 2003 borne by the companyconsist of a number of items. These are shown in the following table.

Healthinsurance

Pension contribution1111 1111

Service cost ................................................................................ 280 20Interest cost ................................................................................ 489 33Expected return on plan assets .................................................. (515) (2)Net amortisation of prior-service cost ........................................ 56 2Net amortisation of transition obligation.................................... 0 3Net amortisation of net actuarial (gain) / loss ............................ 76 12Defined benefit plans .................................................................. 386 68Defined contribution plans.......................................................... 95 –

1111 1111

Total ............................................................................................ 481 68aaaa aaaa

32 Other administrative expenses

This item includes office overhead, automation costs, advertising costs and othergeneral expenses.

ABN AMRO also leases premises and space in other buildings for its principalactivities. The leases generally are renewable and provide for payment of rent andcertain other occupancy expenses. Total rent expense for all contracts amounted toEUR 355 million in 2003, EUR 334 million in 2002 and EUR 373 million in 2001.

33 Depreciation

This item is made up of depreciation of property and equipment.

34 Provision for loan losses

This item includes provisions for uncollectable outstandings.

35 Addition to the fund for general banking risks

This item includes the addition to or release from the fund, management’s intentionbeing to maintain the fund at a level equal to approximately 0.5% of risk-weightedtotal assets.

36 Value adjustments to financial fixed assets

Financial fixed assets include the bond and equity investment portfolios andparticipating interests on which the bank does not exercise an influence. Diminutionsin value of the bond investment portfolio may relate to a permanent deterioration ofthe debtor's quality. These diminutions in value and the diminutions in value belowthe purchase price of shares and participating interests on which no influence isexercised, together with amounts released in respect of earlier diminutions in value,are included in this item. Results from dispositions below purchase price are likewisetreated as diminutions in value.

F-30

37 Taxes

The overall effective tax rate increased from 28.7% in 2002 to 30.6% in 2003.

2003 2002 20011111 1111 1111

Dutch tax rate ........................................................ 34.5% 34.5% 35.0%Effect of deviating tax rate in foreign countries .... (1.8%) (4.2%) (5.1%)Effect of tax-exempt revenue in the Netherlands .. (1.6%) 0.4% (2.0%)Other...................................................................... (0.5%) (2.0%) (0.3%)

1111 1111 1111

Effective tax rate on operating profit .................... 30.6% 28.7% 27.6%aaaa aaaa aaaa

Taxes amounted to EUR 1,503 million (2002: EUR 973 million), including a deferredtax expense of EUR 329 million (2002: including a deferred tax income of EUR 326million). The total amount of taxation credited directly to shareholders’ equity duringthe year amounted to EUR 141 million.

The provision for deferred tax liabilities relates to tax liabilities that will arise in thefuture owing to the difference between the book value of specific assets andliabilities and their valuation for tax purposes. The following analysis shows deferredtax liabilities and assets.

2003 20021111 1111

Deferred tax liabilitiesBuildings .................................................................................... 335 290Pensions and other post-retirement and post-employment arrangements .............................................................................. 255 0Derivatives .................................................................................. 287 0Leases and similar financial contracts ........................................ 403 402Servicing rights .......................................................................... 484 537Dutch tax liability re foreign branches ........................................ 592 541Other .......................................................................................... 260 320

1111 1111

Total ............................................................................................ 2,616 2,090aaaa aaaa

Deferred tax assetsAllowances for loan losses.......................................................... 400 551Investment portfolios .................................................................. 726 53Goodwill ...................................................................................... 412 387Property ...................................................................................... 102 0Carry-forward losses .................................................................. 623 622Derivatives .................................................................................. 22 6Restructuring charge .................................................................. 15 15Tax credits .................................................................................. 17 795Pensions and other post-retirement and post-employment arrangements .............................................................................. 0 165Other .......................................................................................... 581 500

1111 1111

Deferred tax assets before valuation allowances........................ 2,898 3,094Less: valuation allowances.......................................................... 142 195

1111 1111

Deferred tax assets after valuation allowances ........................ 2,756 2,899aaaa aaaa

Deferred tax assets and liabilities are discounted to their net present value on thebasis of net interest where the original term of the temporary difference is longerthan five years. The nominal value of deferred tax assets amounts to EUR 2,787million and of deferred tax liabilities to EUR 2,723 million. For discounted deferredtax assets the net interest rate applied as a discount factor is 8% and the averageremaining life is five years. For discounted deferred tax liabilities, the net interestrate applied as a discount factor is 4% and the average remaining life is 20 years.

F-31

The main component of the valuation allowance relates to tax carry-forward losses.The amount of deferred tax assets, likely to be recovered within one year, is EUR 338million.

At 31st December, 2003 carry-forward losses of foreign operations expire as follows:

2004 ................................................................................................................ 2322005 ................................................................................................................ 882006 ................................................................................................................ 962007 ................................................................................................................ 662008 ................................................................................................................ 64Years after 2008 .............................................................................................. 1,291Indefinitely ...................................................................................................... 676

1111

Total.................................................................................................................. 2,513aaaa

ABN AMRO considers approximately EUR 4.6 billion in distributable invested equityof foreign operations to be permanently invested. If retained earnings weredistributed no foreign income taxes would have to be paid. The estimated impact offoreign withholding tax is EUR 139 million.

38 Extraordinary result

With effect from 1st January, 2003, the definitions of extraordinary revenue andexpenses have been revised. The narrower definition of extraordinary items meansthat items formerly presented as extraordinary results are now classified withinordinary operations. Due to this decision ABN AMRO has revised the incomestatement for 2002.

The sale of EAB in 2001 caused an extraordinary result of EUR 962 million net. Thereorganisation in The Netherlands in 2001 resulted in an additional charge of EUR 147million (EUR 95 million net).

39 Minority interests

This item comprises the share of third parties in results from subsidiaries and othergroup companies, as well as dividends on preferred stock issued by subsidiaries inthe United States.

2003 2002 20011111 1111 1111

Dividends on preference shares ............................ 215 173 217Other minority interests ........................................ 39 35 35

1111 1111 1111

Total minority interests .......................................... 254 208 252aaaa aaaa aaaa

40 Earnings per ordinary share

Basic earnings per share is computed by dividing net profit available to ordinaryshareholders by the weighted average number of ordinary shares outstanding.Diluted earnings per ordinary share include the determinants of basic earnings perordinary share and, in addition, the effect arising should all outstanding rights toordinary shares be exercised. The computation of basic and diluted earnings perordinary share are presented in the following table.

F-32

2003 20021111 1111

Net profit .................................................................................... 3,161 2,207Dividends on preference shares.................................................. 45 46

1111 1111

Net profit attributable to ordinary shareholders ........................ 3,116 2,161Dividends on convertible preference shares .............................. 0 1

1111 1111

Fully diluted net profit ................................................................ 3,116 2,162aaaa aaaa

Weighted average number of ordinary shares outstanding (in millions) ................................................................................ 1,610.2 1,559.3Dilutive effect of staff options (in millions) ................................ 0.0 0.0Convertible preference shares (in millions) ................................ – 2.1Performance share plan (in millions) .......................................... 4.9 3.8

1111 1111

Diluted number of ordinary shares (in millions) ........................ 1,615.1 1,565.2aaaa aaaa

Basic earnings per share (in euros) ............................................ 1.94 1.39Fully diluted earnings per share (in euros) ................................ 1.93 1.38

41 Segment information

The following tables give an analysis by operating segment. For the purpose of thisanalysis, net turnover represents total revenue before interest expense andcommission expense. Overheads have been allocated to the operating segments.

Net turnover Total revenue2003 2002 2001 2003 2002 2001

1111 1111 1111 1111 1111 1111

Consumer & Commercial Clients 16,557 18,762 24,294 10,538 10,382 10,203

Of which:– Netherlands .......... 5,804 6,445 6,218 3,344 3,108 2,989– North America ........ 5,593 6,417 11,338 4,505 4,518 4,252– Brazil ...................... 2,784 3,625 4,384 1,694 1,736 1,920Wholesale Clients .... 11,411 12,647 15,828 5,293 5,296 6,193Private Clients .......... 1,654 1,717 1,264 937 894 846Asset Management .. 592 630 706 496 529 573Corporate Centre ...... 2,107 1,976 1,414 716 386 249

1111 1111 1111 1111 1111 1111

32,321 35,732 43,506 17,980 17,487 18,064LeasePlan Corporation 974 855 830 813 793 770

1111 1111 1111 1111 1111 1111

Total .......................... 33,295 36,587 44,336 18,793 18,280 18,834aaaa aaaa aaaa aaaa aaaa aaaa

Operating profit before taxes Risk-weighed total assets2003 2002 2001 2003 2002 2001

1111 1111 1111 1111 1111 1111

Consumer & Commercial Clients 3,248 2,783 2,347 142,359 143,449 158,141

Of which:– Netherlands .......... 577 409 284 52,634 54,223 54,307– North America ........ 1,941 1,734 1,432 55,263 61,669 73,542– Brazil ...................... 365 344 437 7,819 5,955 8,181Wholesale Clients .... 503 (324) 328 61,554 67,236 95,171Private Clients .......... 176 207 170 6,027 6,104 6,121Asset Management .. 101 108 100 695 647 408Corporate Centre ...... 643 382 441 2,951 1,986 3,530

1111 1111 1111 1111 1111 1111

4,671 3,156 3,386 213,586 219,422 263,371LeasePlan Corporation 247 232 227 10,190 10,150 10,016

1111 1111 1111 1111 1111 1111

Total .......................... 4,918 3,388 3,613 223,776 229,572 273,387aaaa aaaa aaaa aaaa aaaa aaaa

F-33

Total liabilities Total depreciation2003 2002 2001 2003 2002 2001

1111 1111 1111 1111 1111 1111

Consumer & Commercial Clients 197,652 202,315 240,177 546 662 657

Of which:– Netherlands .......... 86,303 85,496 85,833 301 396 417– North America ........ 68,792 81,507 101,631 135 140 149– Brazil ...................... 10,347 6,701 7,792 67 81 51Wholesale Clients .... 253,644 243,354 275,797 264 249 225Private Clients .......... 42,970 40,528 40,876 43 31 33Asset Management .. 1,364 1,015 1,129 23 14 7Corporate Centre ...... 43,102 49,689 18,184 16 14 3

538,732 536,901 576,163 892 970 925LeasePlan Corporation 4,945 4,526 4,857 38 36 32

1111 1111 1111 1111 1111 1111

Total .......................... 543,677 541,427 581,020 930 1,006 957aaaa aaaa aaaa aaaa aaaa aaaa

Revenue from securities andTotal property investment participating interest2003 2002 2001 2003 2002 2001

1111 1111 1111 1111 1111 1111

Consumer & Commercial Clients .. 1,292 873 1,145 178 199 300Of which:– Netherlands .......... 224 445 554 108 15 26– North America ........ 882 269 289 36 42 117– Brazil ...................... 99 66 171 2 11 11Wholesale Clients .... 166 320 336 66 139 104Private Clients .......... 53 49 53 2 4 10Asset Management .. 6 0 0 4 1 1Corporate Centre ...... 9 0 0 10 21 23

1111 1111 1111 1111 1111 1111

1,526 1,242 1,534 260 364 438LeasePlan Corporation 37 50 77 9 5 17

1111 1111 1111 1111 1111 1111

Total .......................... 1,563 1,292 1,611 269 369 455aaaa aaaa aaaa aaaa aaaa aaaa

42 Managing Board and Supervisory Board

Remuneration policy

The current compensation policy for the Managing Board was introduced in 2001. Themain objective is to ensure that ABN AMRO is able to attract, retain and motivate itsTop Executive Group. To achieve this, Managing Board remuneration has severalelements which, as a package, make it comparable with relevant peer positions in themarket.

The compensation package for the Managing Board has the following elements:

• Base salary

• Performance bonus

• Long-term incentives – share option plan and performance share plan.

There are also a number of defined benefits.

Base salary

A common base salary applies to all Managing Board members except the Chairman,to whom a 40% differential applies. In addition to the base salary, the non-DutchBoard member received a market competitive allowance. Salaries are reviewedannually with adjustments taking effect from 1 January. Managing Board base salarieswere not adjusted in 2003.

F-34

Performance bonus

The annual performance bonus for Managing Board members is based upon ABNAMRO corporate and SBU related quantitative and qualitative performanceobjectives. The objectives are set annually by the Nomination & CompensationCommittee and endorsed by the Supervisory Board. Bonuses for the Chairman, theCFO and – as of 2004 – the COO, are based on delivery against corporateperformance objectives. With effect from 2004, the bonus for board membersresponsible for an SBU will change from 50% on group and 50% on SBU performanceto 75% on group performance and 25% on SBU performance.

In 2003 objectives such as EP, cost income ratio and tier 1 ratio were used to measurequantitative corporate and SBU performance. In addition qualitative objectives areset such as increasing customer satisfaction and reaching strategic milestones.Specific annual performance targets are not disclosed as this is consideredcompetitively sensitive.

If the quantitative performance objectives are fully met, bonuses will range between60% and 75% of base salary with upper limits of 100% for outstanding performanceand an absolute maximum of 125%. The Nomination & Compensation Committeemay, on the basis of their assessment of a Managing Board member’s individualperformance against qualitative performance objectives, adjust the bonus outcomeupwards or downwards within a range of plus or minus 20% of base salary. The 2003performance bonuses for Managing Board members have been set on this basis.

The individual bonus awards are shown in the table below.

Share options

Share options have been an integral part of ABN AMRO Top Executives’ compensationfor several years. Before 2002, share option awards to the Managing Boarddepended on previous corporate performance. From 2002 onwards, 10-year optionswere granted, linked to future performance. These options will only becomeexercisable if a set of pre-determined performance conditions are met after aminimum period of three years. If these conditions are not met over the initialperformance period the performance test will be reapplied for up to threesubsequent years. But if they are not met at all within six years from the date of grantthe options will lapse.

The conditions for the options granted in 2003 for the performance period whichnormally ends in 2005 are:

• Real EP growth over the performance cycle (the three financial years from thatin which the stock option is granted (2003 up to and including 2005), thestarting point being EP in 2002)

• RoE in accordance with Dutch GAAP equal to, or greater than, 12.5% in thefinancial year preceding that in which the stock option could first be exercised.

The five Managing Board members received 95,000 conditional options each and theChairman of the Managing Board 133,000 options.

Share options were first granted to key staff in 2002. In 2003, 9,000 employeesreceived options and 287 Top Executives (excluding the Managing Board) received8.0 million share options. The total number of share options granted to TopExecutives and key staff in 2003 was 14.0 million.

The five-year options granted in 1998 with an exercise price of EUR 21.01 expiredbelow the exercise price on 9th March, 2003. The options with an exercise price ofEUR 18.10, which were granted in 1999, expired in March 2004.

F-35

Performance Share Plan

The performance share plan was introduced in 2001 and forms an important thoughstretching part of the Managing Board’s reward package. SEVPs are also eligible for ayearly grant under this plan.

In 2003 Managing Board members received a conditional award of 70,000 shares andthe Chairman 98,000 shares. The number of shares awarded will be subject to thebank’s performance during the four-year performance period, defined as the year ofgrant and three subsequent years. For the purpose of this plan, the bank’sperformance is measured in terms of the TRS generated by the bank relative to theTRS generated by the peer group of 20 financial institutions. A second condition isthat the recipient is still in group service at the end of the performance period.

The 2003 conditional share award is subject to the same vesting schedule as in 2002.The full award will be paid if the TRS generated by the bank in the fourth year of theperformance period is fifth out of 21 relative to the peer group. There will be a slidingscale ranging from no award if the bank is lower than tenth to 150% of theconditional award if the bank has progressed to the very top of the TRS rankings.

Pension

The Managing Board members participate in a pension scheme which combinesdefined contribution with certain guarantees. Contributions are made by theemployer. The pensionable salary was limited to 90% of the actual base salary forManaging Board members. The normal retirement age is 62. The ABN AMRO PensionFund manages the pension plan.

In line with similar changes agreed under the 2003/04 Collective Labour Agreement,it has been decided to implement changes in the Managing Board pensionarrangement. The most notable adjustment is that certain of the old guarantees willcease. From 1st November, 2003, pension accrual will be based on the 2000 pensionscheme without any additional entitlements based on guarantees from earlierarrangements. To bring the Managing Board’s pension accrual into line with the otheremployees, the pensionable salary was adjusted from 90% to 100% of annual basesalary with effect from 1st November, 2003.

Specific benefits

The Managing Board’s compensation package also includes:

• the use of a company lease car with driver

• a representation allowance of EUR 4,084 net for the members and EUR 5,445net for the chairman to cover non-reimbursable expenses. This allowance willbe abolished from 2004 onwards and replaced by the possible reclaiming ofbusiness expenses

• reimbursement of the cost of adequate security measures for their mainprivate residence

• a 24-hour personal accident insurance with a fixed covered amount of EUR 1.8million for members and EUR 2.5 million for the chairman

• contributions towards private health insurance, according to the policiesapplicable to all other ABN AMRO employees in the Netherlands

• preferential rates on bank products such as mortgages and loans, according tothe same policies which apply to all other ABN AMRO staff in the Netherlands.

The following table summarises total reward, ABN AMRO options and shares andoutstanding loans of current and former members of the Managing Board andSupervisory Board.

F-36

Managing Board Supervisory Board2003 2002 2003 2002

1111 1111 1111 1111

(in thousands of euros)

Periodic payments............................ 4,581 5,056 717 523Profit-sharing and bonus payments 3,625 3,313 0 0Future benefits ................................ 1,201 2,252 0 0ABN AMRO staff options(1)

(conditional, granted options) .... 608,000 592,000 0 0ABN AMRO shares(1)

(conditional, granted) .................. 448,000 518,000 0 0ABN AMRO staff options(1)

(outstanding) .............................. 2,003,675 1,476,533 0 140,785(2)

ABN AMRO shares(1) (cumulative conditionally granted, outstanding) 1,344,000 896,000 0 0

ABN AMRO shares(1) (owned) ............ 61,189 44,740 18,209 16,788Loans (outstanding) ........................ 9,206 10,128 2,285 9,022

(1) Number of shares / options.

(2) Balance of the options granted to Mr P.J. Kalff during his membership of the Managing Board.

The following tables summarise salaries, other periodic rewards and bonuses ofindividual Managing Board members and former members.

2003 20021111111111111111112 1111111111111111112

Other OtherBase periodic Pension Base periodic Pension

salary payments1) Bonus costs2) salary payments1) Bonus costs2)

111 111 111 111 111 111 111 111

(in thousands of euros)

R.W.J. Groenink.... 889 9 845 224 889 9 705 229W.G. Jiskoot ........ 635 7 550 155 635 6 475 157T. de Swaan ........ 635 18 575 260 635 6 485 184J. Ch. L. Kuiper .... 635 19 600 229 635 7 510 177C.H.A. Collee........ 635 6 505 140 635 5 485 145H.Y. Scott-Barrett 635 458 550 193 635 458 475 1,3183)

S.A. Lires Rial 4).... – – – – 237 264 178 42

1) Other periodic payments comprise contributions towards private health insurance, representationallowance and foreigner allowance. Mr Scott-Barrett received a foreigner allowance of EUR 454 in 2003 and2002.

2) Pension costs exclusively comprise pension service cost and post-retirement service cost computed on thebasis of the FAS 87 and FAS 106 standards.

3) For Mr Scott-Barrett, including a one-time payment of EUR 1,189 to compensate for no pension accrual inprevious years and related tax debits.

4) With effect from 15th May, 2002, Mr Lires Rial left the bank.

The following tables reflect movements in option holdings of the Managing Board asa whole and of individual Board members. The conditions governing the grant ofoptions are included in the notes to the remuneration policy and item 16.

2003 2002Options Average Options Averageheld by exercise held by exercise

Managing price Managing priceBoard (in euros) Board (in euros)

1111 1111 1111 1111

Movements:Opening balance .............................. 1,476,533 20.66 1,853,786 20.74Options granted .............................. 608,000 14.45 593,480 19.53Options exercised / cancelled .......... 80,858 21.04 70,604 15.39Former and / or newly appointed members .......................................... – – (900,129) 20.49

1111 1111 1111 1111

Closing balance ................................ 2,003,675 18.76 1,476,533 20.66aaaa aaaa aaaa aaaa

F-37

Exercise Stock price YearOpening price Exercised/ Closingon exercise ofbalance (in euros) Granted1) cancelled balance date expiration2111 2111 2111 2111 2111 2111 2111

R.W.J. GroeninkExecutive 1998 ............ 40,000 21.01 40,000 0Executive 1999 ............ 40,000 18.10 40,000 2004Executive 2000............ 60,000 21.30 60,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 112,000 19.53 112,000 2012Executive 20032) .......... 14.45 133,000 133,000 2013AOR 1998 .................... 429 23.52 429 0AOR 1999 .................... 356 21.68 356 2004AOR 2000 .................... 354 22.23 354 2005AOR 2001 .................... 271 22.34 271 2008AOR 2002 .................... 296 20.42 296 2009

2111 2111 2111 2111 2111

308,706 133,000 40,429 401,277W.G. JiskootExecutive 1998 ............ 40,000 21.01 40,000 0Executive 1999 ............ 40,000 18.10 40,000 2004Executive 2000............ 60,000 21.30 60,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 80,000 19.53 80,000 2012Executive 20032) .......... 14.45 95,000 95,000 2013AOR 1999 .................... 356 21.68 356 2004AOR 2000 .................... 354 22.23 354 2005AOR 2001 .................... 271 22.34 271 2008AOR 2002 .................... 296 20.42 296 2009

2111 2111 2111 2111 2111

276,277 95,000 40,000 331,277T. de SwaanExecutive 1999 ............ 40,000 18.10 40,000 2004Executive 2000............ 60,000 21.30 60,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 80,000 19.53 80,000 2012Executive 20032) .......... 14.45 95,000 95,000 2013AOR 1999 .................... 356 21.68 356 2004AOR 2000 .................... 354 22.23 354 2005AOR 2001 .................... 271 22.34 271 2008AOR 2002 .................... 296 20.42 296 2009

2111 2111 2111 2111 2111

236,277 95,000 331,277J.Ch.L. KuiperExecutive 1999 ............ 28,000 18.10 28,000 2004Executive 2000............ 60,000 21.30 60,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 80,000 19.53 80,000 2012Executive 20032) .......... 14.45 95,000 95,000 2013AOR 2001 .................... 271 22.34 271 2008AOR 2002 .................... 296 20.42 296 2009

2111 2111 2111 2111 2111

223,567 95,000 318,567

F-38

Exercise Stock price YearOpening price Exercised/ Closingon exercise ofbalance (in euros) Granted1) cancelled balance date expiration2111 2111 2111 2111 2111 2111 2111

C.H.A. ColleeExecutive 1999 ............ 28,000 18.10 28,000 2004Executive 2000............ 56,000 21.30 56,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 80,000 19.53 80,000 2012Executive 20032) .......... 14.45 95,000 95,000 2013AOR 1998 .................... 429 23.52 429 0AOR 1999 .................... 356 21.68 356 2004AOR 2000 .................... 354 22.23 354 2005AOR 2001 .................... 271 22.34 271 2008AOR 2002 .................... 296 20.42 296 2009

2111 2111 2111 2111 2111

220,706 95,000 429 315,277H.Y. Scott-BarrettExecutive 1999 ............ 20,000 18.10 20,000 2004Executive 2000............ 56,000 21.30 56,000 2007Executive 2001 ............ 55,000 23.14 55,000 2008Executive 20022) .......... 80,000 19.53 80,000 2012Executive 20032) .......... 14.45 95,000 95,000 2013

2111 2111 2111 2111 2111

211,000 95,000 306,000

1) The option exercise price is the average ABN AMRO share price on 24th February, 2003.

2) Conditionally granted

The following table shows movements in shares awarded conditionally in 2003 underthe Performance Share Plan. The conditional award is based on the bank ranking fifthin the peer group. The number of shares awarded depends on the ranking of the ABNAMRO share in the peer group at the end of the four-year performance period andmay range from 0% to 150% of these numbers.

Opening Uncon- Expired/ Closing Referencebalance Granted ditional cancelled balance period32111 32111 32111 32111 32111 32111

R.W.J. Groenink ............ 98,000 98,000 2001-200498,000 98,000 2002-2005

98,000 98,000 2003-2006W.G. Jiskoot .................. 70,000 70,000 2001-2004

70,000 70,000 2002-200570,000 70,000 2003-2006

T. de Swaan .................. 70,000 70,000 2001-200470,000 70,000 2002-2005

70,000 70,000 2003-2006J. Ch. L. Kuiper .............. 70,000 70,000 2001-2004

70,000 70,000 2002-200570,000 70,000 2003-2006

C.H.A. Collee ................ 70,000 70,000 2001-200470,000 70,000 2002-2005

70,000 70,000 2003-2006H.Y. Scott-Barrett .......... 70,000 70,000 2001-2004

70,000 70,000 2002-200570,000 70,000 2003-2006

F-39

ABN AMRO ordinary shares held by Managing Board members 1)

2003 20021111 1111

R.W.J. Groenink............................................................................ 16,561 15,645W.G. Jiskoot ................................................................................ 18,602 9,575T. de Swaan ................................................................................ 6,458 4,101J. Ch. L. Kuiper ............................................................................ 2,803 2,647C.H.A. Collee................................................................................ 657 621H.Y. Scott-Barrett ........................................................................ 16,108 12,151

1111 1111

Total ............................................................................................ 61,189 44,740aaaa aaaa

1) No (formerly convertible) preference shares were held by any Managing Board member.

Loans from ABN AMRO to Managing Board members (in thousands of euros)

2003 2002111111111 1111111111

Outstanding Outstandingon 31 Dec. Interest on 31 Dec. Interest

2003 rate 2002 rate1111 1111 1111 1111

R.W.J. Groenink ................................ 3,071 3.55 3,325 4.01W.G. Jiskoot ...................................... 1,681 4.14 1,751 4.17T. de Swaan ...................................... 1,407 2.351) 1,407 2.751)

J.Ch.L. Kuiper .................................... 655 3.87 955 4.23C.H.A. Collee .................................... 2,392 3.03 2,691 3.61

1) Variable rate.

The decrease in outstandings between 31st December, 2002 and 31st December,2003 is caused by redemptions.

The table below provides information on the remuneration of individual members ofthe Supervisory Board. Besides the Chairman, the Vice Chairman and the members ofthe Audit Committee members of the Supervisory Board receive the sameremuneration, which depends on the period of membership during the year.Members of the Supervisory Board are not entitled to emoluments in the form of ABNAMRO shares or options on ABN AMRO shares.

Remuneration of the Supervisory Board 2003 2002

1111 1111

(in thousands of euros)

A.A. Loudon ................................................................................ 70 54M.C. van Veen ............................................................................ 60 41W. Dik ........................................................................................ 45 36A. Burgmans .............................................................................. 48 32D.R.J. Baron de Rothschild 1 ........................................................ 40 32Mrs L.S. Groenman .................................................................... 40 36Mrs T.A. Maas-de Brouwer ........................................................ 48 36A.C. Martinez 1 ............................................................................ 45 21M.V. Pratini de Moraes 1 .............................................................. 27 –P. Scaroni 1 .................................................................................. 27 –Lord C.M. Sharman of Redlynch 1 ................................................ 32 –P.J. Kalff 2 .................................................................................... 40 36W. Overmars 3 .............................................................................. 16 41C.H. van der Hoeven 3 .................................................................. 15 41H.B. van Liemt 4 .......................................................................... – 19S. Keehn 4 .................................................................................... – 13

1 Excluding an attendance fee.2 Mr Kalff resigned on 30th October, 2003.3 Messrs Overmars and Van der Hoeven resigned on 29th April, 2003.4 Messrs Van Liemt and Keehn resigned on 2th May, 2002.

F-40

ABN AMRO ordinary shares held by Supervisory Board members 1)

2003 20021111 1111

M.C. van Veen ............................................................................ 1,184 4,471A. Burgmans .............................................................................. 8,641 8,163A.C. Martinez 2 ............................................................................ 3,000 3,000M.V. Pratini de Moraes 2 .............................................................. 5,384 –

1111 1111

Total ............................................................................................ 18,209 15,634aaaa aaaa

1) No (formerly convertible) preference shares were held by any Supervisory Board member.

2) ADRs.

Loans from ABN AMRO to Supervisory Board members

2003 2002111111111 1111111111

Outstanding Outstandingon 31st Dec. Interest on 31st Dec. Interest

2003 rate 2002 rate1111 1111 1111 1111

(in thousands of euros)

W. Dik .............................................. 185 3.70 – -A. Burgmans .................................... 2,100 3.60 2,100 4.30

Top Executive Compensation 2003

We described the current Managing Board remuneration structure above. The rewardpackage for ABN AMRO’s Senior Executive Vice Presidents (SEVPs), the second levelof Top Executives, was also introduced in 2001, and as with the Managing Board, wasprimarily aimed at maximising total returns to our shareholders.

The compensation for ABN AMRO SEVPs consists of the following core elements:

• Base pay. The base salaries are benchmarked against the relevant localmarkets. The current base salary median is at EUR 381,000.

• Performance bonus. The annual performance bonus is linked to the respectivemarkets within the various countries of operation. The median bonus amountpaid with respect to the 2003 performance year was EUR 450,000. Bonuses forindividual SEVPs feature in a wide range, again reflecting market and location.For SEVPs no absolute maximum bonus level has been defined.

• Long term incentives such as stock options and the Performance Share Plan.Long term incentives are set at a lower level than the applicable yearly grantsto Managing Board members under the Top Executive Stock Option andPerformance Share Plan. All SEVPs receive identical grants.

In addition a number of benefits linked to the respective markets and countries ofresidence apply.

F-41

43 Cash flow statement

The cash flow statement gives details of the source of liquid funds which becameavailable during the year and the application of the liquid funds over the course ofthe year. The cash flows are analysed into cash flows from operations / bankingactivities, investment activities and financing activities. Liquid funds include cash inhand, net credit balances on current accounts with other banks and net demanddeposits with central banks. Movements in loans, total client accounts and interbankdeposits are included in the cash flow from banking activities. Investment activitiescomprise purchases, sales and redemptions in respect of investment portfolios, aswell as investments in and sales of participating interests, property and equipment.The issue of shares and the borrowing and repayment of long-term funds are treatedas financing activities. Movements due to currency translation differences as well asthe effects of the consolidation of acquisitions, where of material significance, areeliminated from the cash flow figures.

2003 2002 20011111 1111 1111

Cash ...................................................................... 12,734 9,455 17,932Bank balances (debit) ............................................ 4,293 3,843 6,286Bank balances (credit) .......................................... (8,134) (5,797) (10,565)

1111 1111 1111

Liquid funds .......................................................... 8,893 7,501 13,653aaaa aaaa aaaa

Movements:Opening balance.................................................... 7,501 13,653 16,105Cash flow .............................................................. 1,691 (4,366) (2,041)Currency translation differences............................ (299) (1,786) (411)

1111 1111 1111

Closing balance...................................................... 8,893 7,501 13,653aaaa aaaa aaaa

Interest paid amounted to EUR 11,714 million; tax payments amounted to EUR 297million.

Dividends received from participating interests amounted to EUR 30 million in 2003,EUR 42 million in 2002 and EUR 37 million in 2001.

The following table analyses movements resulting from acquisitions anddispositions.

2003 2002 20011111 1111 1111

Amounts paid / received in cash and cash equivalents on acquisitions / dispositions ............ 913 205 3,204Net movement in cash and cash equivalents ........ 267 6 (21)Net movement in assets and liabilities:Banks .................................................................... 130 105 92Loans .................................................................... 1,905 420 13,369Securities .............................................................. 781 70 (4,002)Other assets .......................................................... 407 21 2,818

1111 1111 1111

Total assets............................................................ 3,223 616 12,277aaaa aaaa aaaa

Banks .................................................................... 1,050 81 (4,991)Saving accounts .................................................... 313 0 (3,798)Total client accounts .............................................. 1,581 469 13,315Debt securities ...................................................... 10 0 (497)Other liabilities ...................................................... 462 49 7,696

1111 1111 1111

Total liabilities ...................................................... 3,416 599 11,725aaaa aaaa aaaa

44 Fair value of financial instruments

Fair value is the amount at which a financial instrument could be exchanged intransactions between two parties, other than in a forced sale or liquidation, and isbest reflected by a quoted market price, if available. Most of ABN AMRO's assets,

F-42

liabilities and off-balance sheet items are financial instruments. Wherever possible,market rates have been used to determine fair values.

However, for the majority of financial instruments, principally loans, deposits andOTC derivatives, fair values are not readily available since there is no market wherethese instruments are traded. For these instruments estimation techniques havebeen used. These methods are subjective in nature and involve assumptions, such asthe period the financial instruments will be held, the timing of future cash flows andthe discount rate to be applied. As a result, the approximate fair values presentedbelow may not be indicative of the net realisable value. In addition, the calculation ofapproximate fair values is based on market conditions at a specific time and may notreflect future fair values.

The approximate fair values as stated by financial institutions are not mutuallycomparable due to the wide range of different valuation techniques and thenumerous estimates. The lack of an objective valuation method means thatapproximate fair values are highly subjective. Readers should therefore exercisecaution in using the information disclosed in this note for comparing theconsolidated financial position of ABN AMRO with that of other financial institutions.

31st December, 2003 31st December, 2002Book Fair Book Fairvalue value value value

1111 1111 1111 1111

Assets (incl. off-balance sheet items)• Cash............................................ 12,734 12,734 9,455 9,455• Short-dated government paper 1, 2 9,240 9,259 3,901 3,887• Banks.......................................... 58,800 59,050 41,924 42,473• Loans to public sector ................ 5,489 5,494 7,365 7,402• Loans to private sector –

commercial loan and professional securities transactions .............. 184,214 184,659 195,067 196,367

• Loans to private sector – retail .. 107,140 110,635 108,471 112,020• Interest-earning securities 1, 3 .... 133,363 135,092 142,499 145,155• Shares 4 ...................................... 16,245 16,131 15,736 15,672• Derivatives.................................. 88,702 89,504 74,065 75,169

1111 1111 1111 1111

Total.................................................. 615,927 622,558 598,483 607,600aaaa aaaa aaaa aaaa

Liabilities (incl. off-balance sheet items)• Banks.......................................... 110,887 111,078 95,884 95,787• Savings accounts........................ 73,238 73,630 74,249 75,572• Corporate deposits .................... 81,636 81,779 76,590 76,781• Other client accounts ................ 134,992 135,099 138,622 138,899• Debt securities .......................... 71,688 71,797 71,209 72,588• Subordinated debt .................... 13,900 14,555 14,278 14,831• Derivatives.................................. 74,277 74,619 75,271 76,044

1111 1111 1111 1111

Total.................................................. 560,618 562,557 546,103 550,502aaaa aaaa aaaa aaaa

1) Book values of short-dated government paper and interest-earning securities are equal to amortised cost.

2) Of which EUR 5,161 million was included in the trading portfolio at 31st December, 2003.

3) Of which EUR 37,355 million was included in the trading portfolio at 31st December, 2003.

4) Of which EUR 8,664 million was included in the trading portfolio at 31st December, 2003.

45 Acquisitions

In October 2003 Banco ABN AMRO Real S.A. acquired a 94.6% interest in BancoSudameris Brasil S.A.. Total assets of Banco Sudameris Brasil S.A. amounted to EUR3,490 million. The purchase consideration was EUR 657 million. Goodwill paid on thisacquisition has been charged directly to shareholders’equity.

The acquisition of Sudameris is partly paid by newly issued shares of ABN AMROBanco Real at 82% above net asset value. As a consequence ABN AMRO Bank’s

F-43

ownership of ABN AMRO Banco Real decreased and a gain (EUR 207 million) wasrecognised within shareholders’ equity.

In addition ABN AMRO has a call option and the seller of Sudameris has a put optionto convert before June 2007 the newly issued ABN AMRO Banco Real shares into ABNAMRO Holding shares with an exercise price equal to 1.82 times the net asset valueof the ABN AMRO Banco Real shares at time of exercise.

Company balance sheet at 31st December, 2003 after profit appropriation

2003 20021111 1111

(in millions of euros)AssetsBanks a ........................................................................................ 437 458Interest-earning securities b ........................................................ 20 15Participating interests in group companies c .............................. 12,656 10,665Prepayments and accrued income e ............................................ 8 1

1111 1111

13,121 11,139aaaa aaaa

LiabilitiesDeposits and other client accounts ............................................ 21 15Other liabilities d.......................................................................... 53 43Accruals and deferred income e .................................................. 0 0

1111 1111

74 58aaaa aaaa

Share capital .............................................................................. 1,732 1,704Share premium account .............................................................. 2,549 2,543Revaluation reserves .................................................................. 283 124Reserves prescribed by law and articles of association ............ 280 297Other reserves .......................................................................... 8,203 6,413

1111 1111

Shareholders’ equity .................................................................. 13,047 11,081Own capital ................................................................................ 13,047 11,081

1111 1111

13,121 11,139aaaa aaaa

Company income statement for 2003

2003 2002 20011111 1111 1111

(in millions of euros)Profits of participating interests after taxes .......... 3,159 2,199 3,218Other profit after taxes .......................................... 2 8 12

1111 1111 1111

Net profit................................................................ 3,161 2,207 3,230aaaa aaaa aaaa

Drawn up in accordance with section 2:402 of the Netherlands Civil Code.

Letters stated against items refer to the notes.

F-44

Notes to the company balance sheet and income statement(all amounts are in millions of euros)

a Banks

This item includes call loans to and other interbank relations with group companies.

b Interest-earning securities

The amount included in this item represents securitised receivables, such ascommercial paper.

c Participating interests in group companies

Dividends payable by ABN AMRO Bank N.V to ABN AMRO Holding N.V. amounted toEUR 677 million (2002: EUR 639 million). Dividends received by ABN AMRO Bank N.V.from subsidiaries amounted to EUR 335 million (2002: EUR 294 million).

2003 2002 20011111 1111 1111

Development:Opening balance.................................................... 10,665 11,817 12,602Movements (net).................................................... 1,991 (1,152) (785)

1111 1111 1111

Closing balance...................................................... 12,656 10,665 11,817aaaa aaaa aaaa

d Other liabilities

This item includes those amounts which are not of an accrued or deferred nature orwhich cannot be classified with any other balance sheet item. This concerns, forexample, interest receivable.

e Prepayments and accrued income and accruals and deferred income

These items include revenue and expenses recognised in the period under review,the actual receipt or payment of which falls in a different period.

f Share capital and reserves

For details refer to note 16.

g Guarantees

ABN AMRO Holding N.V. guarantees all liabilities of ABN AMRO Bank N.V.

F-45

Registered office of the Issuer

ABN AMRO Bank N.V. Gustav Mahlerlaan 101082 PP Amsterdam

The Netherlands

Agent

ABN AMRO Bank N.V. Kemelstede 2

4817 ST BredaThe Netherlands

Paying Agents

ING Belgium SA/NV Banque Générale du Luxembourg S.A. 24 Avenue Marnix 50, Avenue J.F. Kennedy

1000 Brussels L-2951 Luxembourg Belgium Luxembourg

BNP Paribas GIS Emetteurs

Les Collines de l’Arche 92057 La Défense

Paris France

Legal advisers

To the Dealers in England and The Netherlands

Allen & Overy LLP

One New Change Apollolaan 15London EC4M 9QQ 1077 AB Amsterdam

United Kingdom The Netherlands

Independent public accountants

Ernst & Young Accountants Drentestraat 20

1083 HK AmsterdamThe Netherlands

Amsterdam Listing Agent Luxembourg Listing Agent

ABN AMRO Bank N.V. ABN AMRO Bank (Luxembourg) S.A. Gustav Mahlerlaan 10 4 Rue Jean Monnet1082 PP Amsterdam L-2180 Luxembourg-Kirchberg

The Netherlands Luxembourg

Dealers ABN AMRO Bank N.V. Citigroup Global Markets Limited

250 Bishopsgate Citigroup Centre London EC2M 4AA Canada Square

United Kingdom Canary WharfLondon E14 5LB United Kingdom

Credit Suisse First Boston (Europe) Limited Goldman Sachs International One Cabot Square Peterborough Court

London E14 4QJ 133 Fleet Street United Kingdom London EC4A 2BB

United Kingdom

Lehman Brothers International (Europe) Merrill Lynch International 25 Bank Street Merrill Lynch Financial Centre Canary Wharf 2 King Edward Street

London E14 5LE London EC1A 1HQ United Kingdom United Kingdom

Morgan Stanley & Co. International Limited UBS Limited 25 Cabot Square 1 Finsbury Avenue

Canary Wharf London EC2M 2PPLondon E14 4QA United Kingdom United Kingdom

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