Common use of Redemption Terms Clause in Contracts

Redemption Terms. (i) On or after September 30, 2008, the Preferred Securities shall be redeemable at the option of the Company, in whole or in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price of $25.00 per Preferred Security, plus Additional Amounts, if any, plus any accumulated and unpaid dividends for the then current Dividend Period through the date of redemption ("Redemption Price"). (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption and, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon the occurrence of a Special Redemption Event, the Company shall have the right to redeem the Preferred Securities in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price. (iv) In the event that payment of the Redemption Price in respect of any Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guarantee, dividends on such Preferred Securities, shall continue to accumulate from the date fixed for redemption to the date of actual payment of such Redemption Price. Any redemption of Preferred Securities, whether at the option of the Company or upon the occurrence of a Special Redemption Event, shall not require the vote or consent of any of the Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if required.

Redemption Terms. (i) On February 20, 2018 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after September 30, 2008the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole or but not in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of $25.00 per the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred SecuritySecurities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, plus any accumulated and unpaid dividends for on such portion (the then current Dividend Period through sum of which is the date of redemption ("“Redemption Price"”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify have the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption andright, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon upon the occurrence of a Company Special Redemption Event, the Company shall have the right to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iviii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guaranteepaid, dividends Capital Payments on such Class B Preferred Securities, Securities shall continue to accumulate accrue at the Stated Rate from the date fixed for redemption designated Class B Redemption Date to the date of actual payment of such the Redemption Price. Any , in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether at on a Class B Payment Date, on or after the option of the Company Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if requiredSecurityholders.

Redemption Terms. (i) On or after September 30, 2008, the The [Class B] Preferred Securities shall be redeemable at the option of the Company, in whole or in part, subject to prior approval of as set forth in the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price of $25.00 per Preferred Security, plus Additional Amounts, if any, plus any accumulated and unpaid dividends for the then current Dividend Period through the date of redemption ("Redemption Price")[Class B] Securities Certificates. (ii) If fewer than all the outstanding [Class B] Preferred Securities are to be redeemed, then the number of [Class B] Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the [Class B] Preferred Securities or any Trust Preferred Securities may then be listed and, if the [Class B] Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar and Transfer Agent for the [Class B] Preferred Securities in writing of the [Class B] Preferred Securities selected for partial redemption and, in the case of any [Class B] Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon The Company shall have the right, upon the occurrence of a Special Redemption Event, the Company shall have the right to redeem the [Class B] Preferred Securities Securities, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price. (iv) In the event that payment of the Redemption Price in respect of any [Class B] Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC [Class B] Guarantee, dividends on such [Class B] Preferred Securities, shall continue to accumulate from the date fixed for redemption to the date of actual payment of such Redemption Price. Any redemption of [Class B] Preferred Securities, whether at the option of the Company or upon the occurrence of a Special Redemption Event, shall not require the vote or consent of any of the [Class B] Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if required.

Redemption Terms. (i) On December 15, 2012 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after September 30, 2008the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole or but not in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of $25.00 per Preferred Securitythe then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus Additional Amounts, if any, plus any accumulated and unpaid dividends for (the then current Dividend Period through the date of redemption ("“Redemption Price"”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify have the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption andright, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon upon the occurrence of a Company Special Redemption Event, the Company shall have the right to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iviii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guaranteepaid, dividends Capital Payments on such Class B Preferred Securities, Securities shall continue to accumulate accrue at the Stated Rate from the date fixed for redemption designated Class B Redemption Date to the date of actual payment of such the Redemption Price. Any , in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, and capital payments or dividends payable on Preferred Tier 1 Securities, if any, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether at on a Class B Payment Date, on or after the option of the Company Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if requiredSecurityholders.

Redemption Terms. (i) The Series A Preferred Securities shall not be redeemable prior to December 5, 2007 (except upon the occurrence of a Regulatory Event as provided in Section 7.3(d)(iii)). On or after September 30, 2008such date, the Series A Preferred Securities shall be redeemable at the option of the Company, in whole or in part, subject at any time or from time to prior approval time (except during a Shift Period following the payment by the Company of a Special Dividend to the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemptionCommon Securityholder pursuant to Section 7.3(c)(ii)) on not less than 30 nor more than 60 days' notice by mail, at a redemption price of $25.00 10,000 per Preferred Securitysecurity, plus Additional Amountsunpaid dividends thereon for the then-current Series A Dividend Period to the Redemption Date and any declared and unpaid dividends in respect of prior Series A Dividend Periods, if anywithout interest, plus but without accumulation of any accumulated undeclared and unpaid dividends for any prior Series A Dividend Period. Any such redemption is subject to applicable regulatory and other requirements including receipt of the then current Dividend Period through prior approval of the date General Secretariat of redemption ("Redemption Price")the French Banking Commission. If the Company has sufficient funds to pay dividends on any Series A Preferred Securities but dividends are unpaid, no Series A Preferred Securities shall be redeemed unless all outstanding Series A Preferred Securities are redeemed and the Company shall not purchase or otherwise acquire any Series A Preferred Securities; provided, however, that the Company may purchase or acquire Series A Preferred Securities pursuant to a purchase or exchange offer made on the same terms to all Preferred Securityholders. (ii) If In the event that fewer than all of the outstanding Series A Preferred Securities are to be redeemed, then the number of Series A Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, provided that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Series A Preferred Securities may then be listed and, if the Preferred Securities or Trust Series A Preferred Securities are then held by DTC (or its nominee nominee) in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar registrar and Transfer Agent transfer agent for the Series A Preferred Securities in writing of the Series A Preferred Securities selected for partial redemption and, in the case of any Series A Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iiiA) Upon Except during a Shift Period following the payment by the Company of a Special Dividend to the Common Securityholder pursuant to Section 7.3(c)(ii), the Company will also have the right at any time prior to December 5, 2007, upon the occurrence of a Special Redemption Regulatory Event, the Company shall have the right to redeem the Series A Preferred Securities in whole (but not in part)) at a redemption price equal to the higher of $10,000 per security or the Make-Whole Amount per security, at plus unpaid dividends thereon for the then-current Series A Dividend Period and any timedeclared and unpaid dividends in respect of prior Series A Dividend Periods, subject to without interest, but without accumulation of any undeclared and unpaid dividends for any prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption PriceSeries A Dividend Period. (ivB) In For purposes of this Section 7.3(d)(iii): the event that payment "Make-Whole Amount" shall be equal to the amount as determined by the Calculation Agent, equal to the sum of the Redemption Price in respect present value of any the liquidation preference of the Series A Preferred Securities is improperly withheld or refused and not paid either by at December 5, 2007, together with the Company or by present values of scheduled non-cumulative dividend payments from the Guarantor pursuant Regulatory Event Redemption Date to December 5, 2007 (the "Remaining Life"), in each case discounted to the LLC Guarantee, dividends Regulatory Event Redemption Date on such Preferred Securities, shall continue to accumulate from the date fixed for redemption to the date a semi-annual basis (assuming a 360-day year consisting of actual payment of such Redemption Price. Any redemption of Preferred Securities, whether 30-day months) at the option of the Company or upon the occurrence of a Special Redemption Event, shall not require the vote or consent of any of the Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if required.Adjusted Treasury Rate;

Redemption Terms. (i) On ______ ___, 200___(the “Initial Redemption Date”) and on any Class B Payment Date falling on or after September 30, 2008the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole or but not in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of $25.00 per Preferred Securitythe then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus Additional Amounts, if any, plus any accumulated and unpaid dividends for (the then current Dividend Period through the date of redemption ("“Redemption Price"”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption and, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon the occurrence of a Special Redemption Event, the Company shall have the right upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iviii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guaranteepaid, dividends Capital Payments on such Class B Preferred Securities, Securities shall continue to accumulate accrue at the Stated Rate from the date fixed for redemption designated Class B Redemption Date to the date of actual payment of such the Redemption Price. Any , in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, and capital payments or dividends payable on Preferred Tier I Securities, if any, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier I Securities, if any such Preferred Tier I Securities are then outstanding). No redemption of Class B Preferred Securities, whether at on a Class B Payment Date, on or after the option of the Company Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if requiredSecurityholders.

Redemption Terms. (i) On May 23, 2017 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after September 30, 2008the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole or but not in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price of $25.00 per Class B Preferred Security, plus Additional Amounts, if anySecurity equal to the Class B Liquidation Preference Amount, plus any accumulated accrued and unpaid dividends for Capital Payments in respect of the then current Dividend Class B Payment Period through to but excluding the date of redemption ("the “Class B Redemption Date”), plus Arrears of Payments, if any, and Additional Amounts, if any (the “Redemption Price"”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify have the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption andright, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon upon the occurrence of a Company Special Redemption Event, the Company shall have the right to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iviii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guaranteepaid, dividends Capital Payments on such Class B Preferred Securities, Securities shall continue to accumulate accrue at the Stated Rate from the date fixed for redemption designated Class B Redemption Date to the date of actual payment of such the Redemption Price. Any , in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date plus, if the Tier 1 Qualification Date has not occurred, all outstanding Arrears of Payments, if any, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus, if the Tier 1 Qualification Date has not occurred, all outstanding Arrears of Payments, if any, plus Additional Amounts, if any, plus (x) if the Tier 1 Qualification Date has not occurred, the aggregate amount of Capital Payments (including Arrears of Payments, if any) on the Class B Preferred Securities theretofore paid, and capital payments payable on Parity Capital Securities, or (y) if the Tier 1 Qualification Date has occurred, the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, and capital payments or dividends payable on Preferred Tier 1 Securities, if any, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether at on a Class B Payment Date, on or after the option of the Company Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if requiredSecurityholders.

Redemption Terms. (i) On August 20, 2012 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after September 30, 2008the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole or but not in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of $25.00 per Preferred Securitythe then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus Additional Amounts, if any, plus any accumulated and unpaid dividends for (the then current Dividend Period through the date of redemption ("“Redemption Price"”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify have the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption andright, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon upon the occurrence of a Company Special Redemption Event, the Company shall have the right to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iviii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid either by the Company or by the Guarantor pursuant to the LLC Guaranteepaid, dividends Capital Payments on such Class B Preferred Securities, Securities shall continue to accumulate accrue at the Stated Rate from the date fixed for redemption designated Class B Redemption Date to the date of actual payment of such the Redemption Price. Any , in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, and capital payments or dividends payable on Preferred Tier 1 Securities, if any, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether at on a Class B Payment Date, on or after the option of the Company Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred Securityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if requiredSecurityholders.