Common use of Amendment of By-Laws Clause in Contracts

Amendment of By-Laws. These By-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Capital Funding LLC [__], a limited liability company formed under the laws of the State of Delaware (the "Company"), hereby certifies that [__] is the registered owner of $[__] aggregate initial liquidation preference of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred Securities, liquidation amount $[__] per Class A Preferred Security (the "Class A Preferred Securities"). The Class A Preferred Securities are fully paid and are nonassessable preferred limited liability company interests in the Company, as to which the Securityholders of the Company who hold the Class A Preferred Securities (the "Securityholders"), in their capacities as such, have no liability in excess of their obligations to make payments provided for in the LLC Agreement (as defined below) and their share as provided in the LLC Agreement of the Company's assets and undistributed profits (subject to their obligation to repay any funds wrongfully distributed to them), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the LLC Agreement. The powers, preferences and special rights and limitations of the Class A Preferred Securities are set forth in, and this certificate and the Class A Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding dividends, voting, return of capital and otherwise, and other matters relating to the Class A Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxx, President Xxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Xxxxxx Xxxxxxx, Vice President Xxxxxx Xxxxxxxxx, Vice President Xxxxxx X. Xxxx, Vice President Xxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDEDAGREEMENT. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING Deutsche Bank Contingent Capital LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Capital Funding LLC [__]V, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders Securityholder of the Company who hold holds the Class A Preferred Securities Security (the "Securityholders"“Securityholder”), in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of May 9, 2008, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDEDAGREEMENT. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING Deutsche Bank Contingent Capital LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Capital Funding LLC [__]V, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders Securityholder of the Company who hold holds the Class A Preferred Securities Security (the "Securityholders"“Securityholder”), in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of May 9, 2008, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxx, President Xxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Xxxxxx Xxxxxxx, Vice President Xxxxxx Xxxxxxxxx, Vice President Xxxxxx X. Xxxx, Vice President Xxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDEDAGREEMENT. Aggregate Initial Certificate Number R - R-___ Aggregate Liquidation Preference $[__Amount U.S.$[ ] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING LLC [__[ ] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Deutsche Bank Capital Funding LLC [__]XII, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner (the “Securityholder”) of $[__U.S.$[ ] aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred SecuritiesSecurity, liquidation preference amount $[__U.S.$[ ] per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders of the Company who hold the Class A Preferred Securities (the "Securityholders")Securityholder, in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of [ ], as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Jxxx X. Xxxxxx Jxxxxx X. Xxxx Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Jxxx X. Xxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V.IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. May 23, ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING 2007 Deutsche Bank Contingent Capital LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Capital Funding LLC [__]II, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders Securityholder of the Company who hold holds the Class A Preferred Securities Security (the "Securityholders"“Securityholder”), in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of May 23, 2007, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V.IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. , ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO 200_ Deutsche Bank Capital Funding LLC [__]VIII, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of $[__] U.S.$- aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$- per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders Securityholder of the Company who hold holds the Class A Preferred Securities Security (the "Securityholders"“Securityholder”), in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of ______ ___, 200_, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V.IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. November 15, ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO 2007 Deutsche Bank Capital Funding LLC [__]X, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner (the “Securityholder”) of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders of the Company who hold the Class A Preferred Securities (the "Securityholders")Securityholder, in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of November 15, 2007, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V., ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDEDAGREEMENT. Aggregate Initial Certificate Number R - Liquidation Preference $[__date] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING Deutsche Bank Contingent Capital LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO Capital Funding LLC [__]III, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders Securityholder of the Company who hold holds the Class A Preferred Securities Security (the "Securityholders"“Securityholder”), in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of February 20, 2008, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

Amendment of By-Laws. These By-laws may be amended or repealed, and new byBy-laws adopted, by the Board of Directors in accordance with the Agreement. EXHIBIT 4.20 Annex B to the Amended Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Restated Limited Liability Company Agreement List of Initial Directors List of Initial Officers [NAME] [TITLE] EXHIBIT 4.20 Annex C to the Amended and Restated Limited Liability Company Agreement [FORM Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF CERTIFICATE EVIDENCING CLASS A PREFERRED SECURITIES] 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT TO ABN AMRO HOLDING N.V.IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. July 20, ABN AMRO BANK N.V. OR ONE OR MORE OF ANY OF THEIR SUBSIDIARIES WHICH ARE DEEMED TO BE "A COMPANY CONTROLLED BY THE PARENT COMPANY" UNDER RULE 3a-5, AS AMENDED, OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Aggregate Initial Certificate Number R - Liquidation Preference $[__] CERTIFICATE FOR CLASS A PREFERRED SECURITIES OF ABN AMRO CAPITAL FUNDING LLC [__] Class A Preferred Securities (liquidation amount $[__] per Class A Preferred Security) ABN AMRO 2007 Deutsche Bank Capital Funding LLC [__]IX, a limited liability company formed under the laws of the State of Delaware (the "“Company"”), hereby certifies that [__] Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner (the “Securityholder”) of $[__] U.S.$25 aggregate initial liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred SecuritiesSecurity, liquidation preference amount $[__] U.S.$25 per Class A Preferred Security (the "“Class A Preferred Securities"Security”). The Class A Preferred Securities are Security is fully paid and are is a nonassessable preferred limited liability company interests interest in the Company, as to which the Securityholders of the Company who hold the Class A Preferred Securities (the "Securityholders")Securityholder, in their capacities its capacity as such, have has no liability in excess of their obligations its obligation to make payments provided for in the LLC Agreement (as defined below) and their its share as provided in the LLC Agreement of the Company's ’s assets and undistributed profits (subject to their its obligation to repay any funds wrongfully distributed to themit), and are is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 20, 2007, as the same may be amended from time to time in accordance with its terms (the “LLC Agreement”). The powers, preferences and special rights and limitations of the Class A Preferred Securities Security are set forth in, and this certificate and the Class A Preferred Securities Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 1, 1999, as the same may be amended from time to time in accordance with its terms (the "LLC Agreement"), authorizing the issuance of the Class A Preferred Securities Security and determining the powers, preferences and other special rights and limitations, regarding dividendscapital payments, votingvoting rights, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritiesSecurity. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company will shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business. The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.