RBS Holdings N.V. Sample Contracts

ABN AMRO HOLDING N.V. AND MORGAN GUARANTY TRUST COMPANY OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement • July 12th, 2004 • Abn Amro Holding N V • Functions related to depository banking, nec • New York
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AGREEMENT ON CONFIDENTIALITY between ABN AMRO HOLDING N.V. and FORTIS SA/NV and FORTIS N.V.
Confidentiality Agreement • July 30th, 2007 • Abn Amro Holding N V • Commercial banks, nec
THIS AGREEMENT is made this 21 day of March 2007
Merger Agreement • August 10th, 2007 • Abn Amro Holding N V • Commercial banks, nec

provided that nothing shall prevent either Party from acting in the ordinary course of its investment banking, stockbroking or asset or fund management business. Without prejudice to Clause 6.1, and for the avoidance of doubt, both Parties agree that it is not intended that the exclusivity arrangements set out in this Clause 6 should impair or restrict the conduct of operational activities in the ordinary course of either Party's business in any material respect.

Contract
Registration Statement • March 22nd, 2012 • RBS Holdings N.V. • Commercial banks, nec

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax

THE ROYAL BANK OF SCOTLAND N.V. RBS HOLDINGS N.V. RBS NotesSM SECOND LETTER AGREEMENT RE
u.s. Distribution Agreement • December 7th, 2010 • RBS Holdings N.V. • Commercial banks, nec • New York
AGREEMENT ON CONFIDENTIALITY
Confidentiality Agreement • July 30th, 2007 • Abn Amro Holding N V • Commercial banks, nec
AGREEMENT ON CONFIDENTIALITY between ABN AMRO HOLDING N.V. and BANCO SANTANDER CENTRAL HISPANO S.A.
Confidentiality Agreement • July 30th, 2007 • Abn Amro Holding N V • Commercial banks, nec
Summary in English of the Share Purchase Agreement
Share Purchase Agreement • April 3rd, 2006 • Abn Amro Holding N V • Functions related to depository banking, nec

The Share Purchase Agreement was entered into on September 26, 2005 with Banca Popolare Italiana (“BPI”), Fingruppo Holding S.p.A. (“Fingruppo”), G.P. Finanziaria S.p.A. (“G.P.”), Tiberio Lonati, Fausto Lonati, Ettore Lonati (“Lonati Brothers”), Magiste International S.A. (“Magiste”) (and collectively the Sellers).

Contract
Second Supplemental Indenture • December 10th, 2012 • RBS Holdings N.V. • Commercial banks, nec • New York

THE ROYAL BANK OF SCOTLAND PLC as Issuer, THE ROYAL BANK OF SCOTLAND N.V. (f/k/a ABN AMRO BANK N.V.) as Original Issuer, and THE ROYAL BANK OF SCOTLAND GROUP PLC as Guarantor, RBS HOLDINGS N.V. (f/k/a ABN AMRO HOLDING N.V.) as Original Guarantor, and THE BANK OF NEW YORK MELLON as Trustee (as successor in business to JPMorgan Chase Bank, N.A., formerly the Chase Manhattan Bank) SECOND SUPPLEMENTAL INDENTURE to INDENTURE Dated as of November 27, 2000 ABN AMRO BANK N.V., and THE CHASE MANHATTAN BANK Linklaters LLP 1345 Avenue of the Americas New York, NY 10105 Telephone (+1) 212 903 9000 Facsimile (+1) 212 903 9100

AMENDED AND RESTATED TRUST AGREEMENT OF ABN AMRO CAPITAL FUNDING TRUST V DATED AS OF JULY 3, 2003
Trust Agreement • March 31st, 2004 • Abn Amro Holding N V • Functions related to depository banking, nec • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT (the “Trust Agreement”) dated and effective as of July 3, 2003, by the Trustees (as defined herein), the Sponsor (as defined herein), the Guarantor (as defined herein), and the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued pursuant to this Trust Agreement;

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • December 10th, 2012 • RBS Holdings N.V. • Commercial banks, nec • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of December 7, 2012, among The Royal Bank of Scotland N.V., a public limited company incorporated under the laws of the Netherlands (formerly known as ABN Amro Bank N.V.) (the “Original Issuer”), The Royal Bank of Scotland plc, a public limited liability company incorporated under the laws of Scotland (the “Issuer”), RBS Holdings N.V., a public limited liability company incorporated under the laws of the Netherlands (formerly known as ABN Amro Holding N.V.) (the “Original Guarantor”), The Royal Bank of Scotland Group plc, a public limited liability company incorporated under the laws of Scotland (the “Guarantor”), Citibank N.A, as securities administrator (the “Securities Administrator”), and Wilmington Trust Company, as trustee (the “Trustee”).

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