1

Distribution of profits pursuant to this Article shall be made following the adoption of the annual accounts evidencing that such distribution is allowed.

2

The General Meeting resolves whether dividends shall be paid on the preference shares of the series B through E. If the General Meeting resolves to pay dividends on the preference shares of the series B through E then, to the extent possible, the dividend due to each of them shall be paid to the holders of preference shares series B through E.

3a

The dividend - expressed as a percentage of the nominal amount paid up on each share of the series of preference shares B1 through B12, C1 through C12 and D1 through D12, increased with the share premium paid on each share of this series - to which each holder of preference shares of a series is entitled is equal to the percentage meant in sub b. hereof.

3b

The percentage of the dividend for the preference shares B, C and D of a particular series is, as determined by the Board of Managing Directors for such particular series, equal to:

I

a fixed percentage which may be linked to a specific fixed interest rate (or an average thereof) with or without an increase or reduction;

II

a floating percentage linked to a specific floating interest rate (benchmark) with or without an increase or reduction; or

III

a combination of (i) and (ii), which percentage, including the applicable increase or reduction, if any, at the moment of the determination thereof, for the series preference shares B, C, and D set out below, between:

B1

three and four percent (3-4%);

B2

three and a half to four and a half percent (3.5-4.5%);

B3

four and five percent (4-5%);

B4

four and a half to five and a half percent (4.5-5.5%);

B5

five and six percent (5-6%);

B6

five and a half to six and a half percent (5.5-6.5%);

B7

six and seven percent (6-7%);

B8

six and a half to seven and a half percent (6.5-7.5%);

B9

seven and eight percent (7-8%);

B10

seven and a half to eight and a half percent (7.5-8.5%);

B11

eight to nine percent (8-9%);

B12

eight and a half-to nine and a half percent (8.5-9.5%);

C1

three and four percent (3-4%);

C2

three and a half to four and a half percent (3.5-4.5%);

C3

four and five percent (4-5%);

C4

four and a half to five and a half percent (4.5-5.5%);

C5

five and six percent (5-6%);

C6

five and a half to six and a half percent (5.5-6.5%);

C7

six and seven percent (6-7%);

C8

six and a half to seven and a half percent (6.5-7.5%);

C9

seven and eight percent (7-8%);

C10

seven and a half to eight and a half percent (7.5-.8.5%);

C11

eight and nine percent (8-9%);

C12

eight and a half to nine and a half percent (8.5-9.5%);

D1

three and four percent (3-4%);

D2

three and a half to four and a half percent (3.5-4.5%);

D3

four and five percent (4-5%);

D4

four and a half to five and a half percent (4.5-5.5%);

D5

five and six percent (5-6%);

D6

five and a half to six and a half percent (5.5-6.5%);

D7

six and seven percent (6-7%);

D8

six and a half to seven and a half percent (6.5-7.5%);

D9

seven and eight percent (7-8%);

D10

seven and a half to eight and a half percent (7.5-8.5%);

D11

eight and nine percent (8-9%);

D12

eight and a half to nine and a half percent (8.5%-9.5%).

3c

The fixed or floating interest rate as well as the increase or reduction meant in b. are determined by the Board of Managing Directors in relation to prevailing market conditions. The fixed or floating interest rate, as applicable, must be an interest rate which is commonly used in the market, determined every working day and published on Reuters, Bloomberg and/or Telerate or otherwise easily verifiable for shareholders of the Company, The interest rate and the increase or reduction may differ per series of preference shares B, C and D.

4a

The dividend – expressed as a percentage of the nominal amount paid up on each share of preference shares E in United States Dollars increased by the share premium paid on each share E in United  States Dollars – which accrues to each holder of preference shares of series E is a percentage related to the United States Dollar interest swap for a period as described hereafter (the ‘Fixed Dividend Period’) in this sub clause, calculated and established in the manner as described hereafter in this sub clause, without prejudice to the provisions of E below.

4b

For each of the series of preference shares E below the Fixed Dividend Period is the period as mentioned next to the relevant series;

I

Series E1 and E7: ten years;

II

Series E2and E8: eleven years;

III

Series E3and E9: twelve years;

IV

Series E4 and El0: thirteen years;

V

Series E5 and Ell: fourteen years; and

VI

Series E6 and E12: fifteen years,

whereby the Fixed Dividend Period for the preference shares of a series E (‘Tier-I Preference Shares E’) shall be reduced if such preference shares are issued upon conversion of notes which the Dutch Central Bank regards as forming part of the Tier-Icapital of the Company (‘Tier-I Notes’) – in that case the Fixed Dividend Period shall be the period remaining after deduction of

a

the period during which the Tier-1 Notes, failing conversion or redemption or a similar event, would have carried a fixed rate interest according to their terms;

b

the period from date of issue of the Tier-1 Notes until date of conversion of the Tier-1 Notes into Tier-1 PreferenceShares E.

4c

The calculation of the dividend percentage for preference shares E (other than Tier-1 Preference Shares E) of a series is done by taking the rate of the dollar denominated interest swap as published on Bloomberg page(s) IRSB «GO», 18«GO», page 1, under column ASK (the ‘Bloomberg Rate’), for the relevant period, at eleven hundred hours (11.00 am) London time, two London banking days (as described hereafter) before the day of first issuance of the preference shares E of the relevant series or the day when the dividend percentage is adapted or the latest time preceding the time of eleven hundred hours (11.00 am), or the Bloomberg page(s) replacing the page(s) mentioned and whereby the dividend percentage shall be equal to this relevant rate, increased or decreased by an adjustment amount of not more than three hundred (300) basis points (3%), depending on the then current market situation, by means of a resolution of the Board of Managing Directors with the approval of the Board of Supervisory Directors, whereby the adjustment amount may differ from one series to another. The calculation of the dividend percentage for Tier-1 Preference Shares E of a series is done by taking the Bloomberg Rate, for the relevant period, at eleven hundred hours (11.00 am) London time, two London banking days (as described hereafter) before the day of issuance of the relevant Tier-1 Notes (which are converted into the relevant Tier-1 Preference Shares E) or the day when the dividend percentage is adapted or the latest time preceding the time of eleven hundred hours (11.00 am), or the Bloomberg page(s) replacing the page(s) mentioned, and whereby the dividend percentage shall be equal to this relevant rate, increased or decreased by an adjustment amount of not more than three hundred (300) basis points (3%), depending on the then current market situation, by means of a resolution of the Board of Managing Directors with the approval of the Board of Supervisory Directors, whereby the adjustment amount may differ from one series to another.

For the application of the above a London banking day is each day on which transactions are cleared in United States Dollars in the interbank London market. For the calculation of the dividend to be paid in respect of a certain period of time the annual dividend basis shall be multiplied by a fraction of which the numerator is the number of days in the relevant period (whereby every past month is counted as thirty (30) days) and the denominator is three hundred sixty (360).

4d

For the first time on the last day of the Fixed Dividend Period, for preference shares E other than Tier-1 Preference Shares E, respectively, for Tier-1 Preference Shares E, for the first time on the latest date on which the interest rate was amended pursuant to the terms and conditions of the relevant Tier-1 Notes (which are converted into the relevant Tier-1 Preference Shares E), and thereafter (for all preference shares E) each three months thereafter (a ‘Dividend Reset Date’), the dividend percentage of all preference shares E of the relevant series will be adapted to the rate for United States Dollar deposits with a three month maturity, as published on the DOW Jones Money line Telerate Service page 3750 (the ‘Tolerate LIBOR Page’) at eleven hundred hours (11.00 am) London time, two London banking days before a Dividend Reset Date, and whereby the rate may be increased or decreased by an adjustment amount of not more than three hundred (300) basis points (3%), depending on the then current market situation, by means of a resolution of the Board of Managing Directors with the approval of the Board of Supervisory Directors, whereby the adjustment amount may differ from one series to another. LIBOR means London Interbank Offered Rate. If as a result of the rate not being available on this page of the Telerate LIBOR page no dividend percentage can be set in accordance with the preceding sentences, the rate will be established on the basis of the rate for deposits in United States Dollars as offered by Merrill Lynch International, Goldman Sachs International, Deutsche Bank AG London and J.P. Morgan Securities Ltd, (the ‘Reference Banks’) at eleven hundred hours (11.00 am) London time, two London banking days before a Dividend Reset Date and for an amount equal to the nominal amount of the relevant series of preference shares E increased with the amount paid up on these shares as share premium. A request will be made to the main office of the Reference Banks to indicate the rate. If at least two of such rates are being provided, the rate for the relevant Dividend Reset Date shall be the arithmetic mean of those rates. If less than two such rates are being provided, the rate for the relevant Dividend Reset Date will be the arithmetic mean of the rates provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co, Deutsche Bank Securities Inc and JP Morgan Securities Inc, at eleven hundred hours (11.00 am) New York City time, United States of America, at the relevant Dividend Reset Date for United States Dollar loans to prominent European banks for a period of three months starting on the day of the relevant Dividend Reset Date and for an amount equal to the nominal value of the relevant series of preference shares E increased by the share premium amount paid on the shares. In case one or more of the Reference Banks has:

I

transferred offering of such rates to another financial institution then this financial institution will take the place of the bank which has transferred these activities; or

II

stopped providing such rates, then one of the following banks will take the place of this bank which has stopped these activities, in the following order:

1

ABN Amro Bank. N.V.;

2

Lehman Brothers International (Europe);

3

Bear, Stearns International Limited;

4

Citigroup Global Markets Limited;

5

Barclays Bank Plc;

6

UBS Limited;

7

Morgan Stanley & Co International Limited;

8

Nomura International Plc;

9

BNP Paris; and

10

Credit Suisse First Boston (Europe) Limited.

The rate referenced in the preceding sentences may be increased or decreased as referenced at the end of the first sentence of this paragraph d. For the calculation of the dividend to be paid in respect of a certain period of time the annual dividend basis shall be multiplied by a fraction of which the numerator is the number of days in the relevant financial year and the denominator is three hundred sixty (360).

4e

All payment of dividends on preference shares in series E1 through E6 shall be made without withholding tax or other levies, which are imposed by any part of Dutch authorities, unless such withholding is required by statute. In case such withholding is required by statute, the Company will make additional payments so that the holders of the preference shares of series E1 through E6 shall receive net amounts which are equal to the amounts they would have received if no taxes or levies had been withheld, taking into account the next sentence. The Board of Managing Directors may with the approval of the Board of Supervisory Directors resolve upon further conditions for making these additional payments.

5

The dividend to which each holder of preference shares of the series B through E is entitled is calculated on the basis of the number of days in respect of which the distribution is made.

6

If in any year the General Meeting determines that dividends will be distributed on the preference shares of the series B through E, but the profits do not or not completely permit the distributions as referred to in the preceding paragraphs, the amount permitted for the distribution shall be distributed to the holders of preference shares of the series B through E, in proportion to the amounts to which they are then entitled.

7

Of any amount which remains after application of the preceding provisions of this Article, the Board of Managing Directors will, with the approval of the Board of Supervisory Directors, reserve as much as it deems necessary into the company reserves (statutair reservefonds) or the free reserves, on the understanding that the Board of Managing Directors cannot in any year reserve into the company reserves, if in that year the General Meeting does not resolve to distribute or cannot distribute dividends on the preference shares of the series B through E. No distributions to shareholders can be made from the company reserves. To the extent profits are not being reserved in application of the preceding sub-clause, profits are at the disposal of the General Meeting for reservation into the free reserves or for distribution, on the understanding that:

I

distributions on shares not fully paid up shall be determined by having regard to the nominal amount paid up on such shares and

II

the General Meeting cannot in any year resolve to distribute dividends on ordinary shares, if in that year it does not resolve to distribute or cannot distribute the full amount of dividends on the preference shares of the series B through E.

8

The Company may only make distributions to shareholders and other persons entitled to distributable profits to the extent that its equity exceeds the total amount of its issued and called up share capital and the reserves to be maintained pursuant to the law.

9

A loss may only be discharged against reserves to be maintained by law, to the extent the law allows such discharge.