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 These By-laws may be amended or repealed, and new By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx List of Initial Officers Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-___ Aggregate Liquidation Preference Amount U.S.$25 November 15, 2007 CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CAPITAL FUNDING LLC X Noncumulative Class A Preferred Security (Liquidation Preference Amount U.S.$25 per Class A Preferred Security) 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 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 Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and 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 Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company 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 By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx List of Initial Officers Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-R-A-___ Aggregate Liquidation Preference Amount U.S.$25 November 15, 2007 [date] CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CONTINGENT CAPITAL FUNDING LLC X Noncumulative III Class A Preferred Security (Liquidation Preference Amount U.S.$25 $25 per Class A Preferred Security) Deutsche Bank Contingent Capital Funding LLC XIII, 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 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 Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder of the Company who holds the Class A Preferred Security (the “Securityholder”), in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and 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 15February 20, 20072008, 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 Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company 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 By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx List of Initial Officers Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-R-A-___ Aggregate Liquidation Preference Amount U.S.$25 November 15May 9, 2007 2008 CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CONTINGENT CAPITAL FUNDING LLC X Noncumulative V Class A Preferred Security (Liquidation Preference Amount U.S.$25 $25 per Class A Preferred Security) Deutsche Bank Contingent Capital Funding LLC XV, 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 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 Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder of the Company who holds the Class A Preferred Security (the “Securityholder”), in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and 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 15May 9, 20072008, 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 Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company 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 By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx List of Initial Officers Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-___ Aggregate Liquidation Preference Amount U.S.$25 November 15July 20, 2007 CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CAPITAL FUNDING LLC X IX Noncumulative Class A Preferred Security (Liquidation Preference Amount U.S.$25 $25 per Class A Preferred Security) Deutsche Bank Capital Funding LLC XIX, 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 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 Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and 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 15July 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 Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company 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 By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxx Xxxxxxxx Rxxxxxx Xxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxx Xxxxxxxxx Jxxxxx Xxxxxx X. Xxxx List of Initial Officers Rxxxxxx Xxxxxxx X. Xxxxxxxx, President Jxxx Xxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxx Xxxxxxxxx, Vice President Jxxxxx Xxxxxx X. Xxxx, Vice President Sxxxx Xxxxx X. Xxxxx, Secretary Sxxxxx Xxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-___ Aggregate Liquidation Preference Amount U.S.$25 November 15, 2007 U.S.$[ ] [ ] CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CAPITAL FUNDING LLC X XII Noncumulative Class A Preferred Security (Liquidation Preference Amount U.S.$25 U.S.$[ ]per Class A Preferred Security) Deutsche Bank Capital Funding LLC XXII, 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.$25 U.S.$[ ] aggregate 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 Security, liquidation preference amount U.S.$25 U.S.$[ ] per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and 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 Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company 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. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx Thomas M. Goldstein Thomas C. Heagy Willie J. Miller, Jr. Andrew B. Weimex List of Initial Officers Rxxxxxx Offxxxxx Xhomas C. Heagy President Ernest X. Xxxxxxxx, President Jxxx Xxxxxxxx, Xxxxxxx Vice President and Treasurer Axxxxx Xxxxxxx, Maxxxx X. Xxxxxxxxx Vice President Hxxxxx Xxxxxxxxx, Jexxxx X. Xxxxxxxxxx Vice President Jxxxxx X. Xxxx, Jexxxxx Xxxxxx Vice President Sxxxx Caxxx X. Xxxxx, Xxxxxx Secretary Sxxxxx Thomas X. Xxxx, Xxxxxxxxx Treasurer Timothy X. Xxxxxx Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING PREFERRED SECURITIES] [IF THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENTTO BE A GLOBAL CERTIFICATE INSERT: This Preferred Security is a Global Certificate within the meaning of the LLC Agreement hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depositary") or a nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the LLC Agreement and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York), a New York corporation, to the Compxxx xx xxx xxxxx xxx xxxxxxxxxxxn of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to Cede & Co., or such other entity as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] Aggregate Initial Certificate Number R-R -[_] Liquidation Preference $[___ Aggregate Liquidation Preference Amount U.S.$25 November 15, 2007 __________] CERTIFICATE FOR CLASS A PREFERRED SECURITY SECURITIES OF DEUTSCHE BANK ABN AMRO CAPITAL FUNDING LLC X Noncumulative Class A VI 6.25% Non-cumulative Guaranteed LLC Preferred Security Securities (Liquidation Preference Amount U.S.$25 liquidation amount $25.00 per Class A Preferred Security) Deutsche Bank ABN AMRO Capital Funding LLC XVI, a limited liability company formed under the laws of the State of Delaware (the “"Company”"), hereby certifies that Deutsche Bank Aktiengesellschaft, Frankfurt am Main, ABN AMRO Capital Funding Trust VI (the "Securityholder") is the registered owner (the “Securityholder”) of U.S.$25 $[___________] aggregate 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 6.25% Non-cumulative Guaranteed LLC Preferred SecuritySecurities, liquidation preference amount U.S.$25 $25.00 per Class A Preferred Security (the “Class A "Preferred Security”Securities"). The Class A Preferred Security is Securities are fully paid and is a are nonassessable preferred limited liability company interest interests in the Company, as to which the SecurityholderSecurityholders of the Company who hold the Preferred Securities (the "Securityholders"), in its capacity their capacities as such, has have no liability in excess of its obligation their obligations to make payments provided for in the LLC Agreement (as defined below) and its their share as provided in the LLC Agreement of the Company’s 's assets and undistributed profits (subject to its their obligation to repay any funds wrongfully distributed to itthem), and is 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 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 Security Securities are set forth in, and this certificate and the Class A Preferred Security 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 September 30, 2003, 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 Security Securities and determining the powers, preferences and other special rights and limitations, regarding capital paymentsdividends, voting rightsvoting, return of capital and otherwise, and other matters relating to the Class A Preferred SecuritySecurities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Company shall Preferred Securities Guarantee Agreement dated as of September 30, 2003, among the ABN AMRO Holding N.V., as Guarantor, ABN AMRO Capital Funding Trust VI, as initial holder of Preferred Securities and BNY Midwest Trust Company, as trustee (the "LLC Guarantee") to the extent provided therein. The Company will furnish a copy of the LLC Agreement and the LLC Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business. By accepting this certificate, the Securityholder hereby accepts the rights under the LLC Guarantee with respect to this Preferred Security, including the rights under Article 6:253 of the Dutch Civil Code, which rights shall be transferred by operation of law under Article 6:251 of the Dutch Civil Code to any subsequent Securityholder of this Preferred Security. 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.