1 Exhibit A AGREEMENT AND PLAN OF MERGERMerger Agreement • December 2nd, 1996 • Abn Amro Bank Nv • Savings institution, federally chartered • Delaware
AND THE CHASE MANHATTAN BANK, Trustee IndentureIndenture • May 24th, 2002 • Abn Amro Bank Nv • Commercial banks, nec • New York
TRUST AGREEMENT OF ABN AMRO CAPITAL FUNDING TRUST VITrust Agreement • April 25th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
ARTICLE 2 TRUST INDENTURE ACTTrust Agreement • October 2nd, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
ARTICLE 2 TRUST INDENTURE ACTLimited Liability Company Agreement • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
EXHIBIT 1 ABN AMRO HOLDING N.V. (a Netherlands public limited liability company) ABN AMRO BANK N.V. (a Netherlands public limited liability company) ABN AMRO NORTH AMERICA HOLDING COMPANY LASALLE FUNDING LLC (a Delaware limited liability company)...Underwriting Agreement • October 2nd, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
EXHIBIT 1-A ABN AMRO BANK N.V. DEBT SECURITIES UNDERWRITING AGREEMENT ABN AMRO Incorporated [NAMES OF OTHER CO-MANAGERS] c/o ABN AMRO Incorporated 1325 Avenue of the Americas New York, New York 10019-6026 Ladies and Gentlemen: ABN AMRO Bank N.V., a...Underwriting Agreement • November 2nd, 2000 • Abn Amro Bank Nv • New York
ABN AMRO BANK N.V. DEBT SECURITIES Fully and Unconditionally Guaranteed by ABN AMRO Holding N.V. UNDERWRITING AGREEMENT ABN AMRO Incorporated [NAMES OF OTHER CO-MANAGERS] c/o ABN AMRO Incorporated 1325 Avenue of the Americas New York, New York...Underwriting Agreement • September 17th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
EXHIBIT 4.1 Service Agreement and Compensatory Arrangements between Registrants and Members of the Managing Board: o Compensation and Benefits Regulations for the Chairman and Members of the Managing Board ABN AMRO Bank N.V. 2000 o Pension regulations...Service Agreement • March 28th, 2003 • Abn Amro Bank Nv • Commercial banks, nec
TRUST AGREEMENT ofTrust Agreement • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
EXHIBIT 4.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 2nd, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
ABN AMRO BANK N.V. Selling Agency AgreementSelling Agency Agreement • August 14th, 2001 • Abn Amro Bank Nv • Commercial banks, nec • New York
Reference is hereby made to the Distribution Agreement (the "Distribution Agreement") dated as of November 27, 2000 between the Issuer and ABN AMRO Incorporated relating to the issue and sale from time to time by ABN AMRO Bank N.V. (the "Issuer") of up to $500,000,000 in aggregate principal amount of the above referenced securities (collectively, the "Securities" and each, a "Security").
Exhibit 4.5 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Global Security is exchangeable for Notes registered in the name of...Global Security Note • July 8th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
LIMITED LIABILITY COMPANY AGREEMENT OF ABN AMRO Capital Funding L.L.C. VIIILimited Liability Company Agreement • April 25th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
LASALLE FUNDING LLC, as Issuer, ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V. as Guarantors and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee SENIOR INDENTURE Dated as of September 15, 2006Senior Indenture • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York
THIS INDENTURE, dated as of September 15, 2006 among LASALLE FUNDING LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V., each a public limited liability company incorporated under the laws of The Netherlands (the “Guarantors”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association as trustee (the “Trustee”).
EXHIBIT 1.b ABN AMRO BANK N.V. Global Medium-Term Notes, Series A U.S. DISTRIBUTION AGREEMENTu.s. Distribution Agreement • July 1st, 2002 • Abn Amro Bank Nv • Commercial banks, nec • New York
LASALLE FUNDING LLC, as Issuer, ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V. as Guarantors and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee SUBORDINATED INDENTURE Dated as of _____________ , _________Subordinated Indenture • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York
THIS INDENTURE, dated as of _________ , ____ among LASALLE FUNDING LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V., each a public limited liability company incorporated under the laws of The Netherlands (the “Guarantors”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association as trustee (the “Trustee”).
ARTICLE 2 TRUST INDENTURE ACTTrust Securities Guarantee Agreement • October 2nd, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
LIMITED LIABILITY COMPANY AGREEMENT OF ABN AMRO Capital Funding L.L.C. IXLimited Liability Company Agreement • April 25th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • Delaware
EXHIBIT 1-d ABN AMRO BANK N.V. Global Medium-Term Notes, Series B Fully and Unconditionally Guaranteed by ABN AMRO Holding N.V. EURO DISTRIBUTION AGREEMENTEuro Distribution Agreement • September 17th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
ABN AMRO BANK N.V. as Issuer, ABN AMRO HOLDING N.V. as Guarantor, CITIBANK, N.A. as Securities Administrator, and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of September 15, 2006Indenture • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec • New York
THIS INDENTURE, dated as of September 15, 2006 between ABN AMRO BANK N.V., a public limited liability company incorporated in The Netherlands (the “Issuer”), ABN AMRO HOLDING N.V., a public limited liability company incorporated in The Netherlands (the “Guarantor”), Citibank, N.A., as securities administrator (the “Securities Administrator”) and Wilmington Trust Company, as trustee (the “Trustee”),
as Issuer,Senior Indenture • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
as Issuer,First Supplemental Indenture • February 5th, 2004 • Abn Amro Bank Nv • Commercial banks, nec • New York
LASALLE FUNDING LLC LaSalleNotes® Fully and Unconditionally Guaranteed By ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V. Form of Selling Agent AgreementSelling Agent Agreement • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York
The Company and the Guarantors will pay the expenses incident to the performance of their obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement; (ii) the preparation, issuance and delivery of the Notes; (iii) the fees and disbursements of the Company’s and the Guarantors’ counsel and auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company or the Guarantors; (iv) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement, the Prospectus and the Pricing Disclosure Materials; (v) the reasonable fees and
ABN AMRO BANK N.V. UP TO $500,000,000 MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE NEW AGENTS SUPPLEMENTAL AGREEMENTNew Agents Supplemental Agreement • July 18th, 2001 • Abn Amro Bank Nv • Commercial banks, nec
andSenior Indenture • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec
andSubordinated Indenture • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
SUBORDINATED INDENTURE Dated as of ____________, _____Subordinated Indenture • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec
THIS INDENTURE, dated as of • between ABN AMRO HOLDING N.V., a public limited liability company incorporated in The Netherlands (the “Issuer”) and •, as trustee (the “Trustee”),
as Issuer,Subordinated Indenture • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
ARTICLE 2 TRUST INDENTURE ACTCompany Preferred Securities Guarantee Agreement • October 2nd, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
ARTICLE 2 TRUST INDENTURE ACTClass B Preferred Securities Guarantee Agreement • June 18th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
ContractGuaranty Agreement • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec
ABN AMRO Holding N.V. as guarantor ABN AMRO Bank N.V. as issuer Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands RBS Securities Inc. 600 Washington Boulevard Stamford, Connecticut 06901 United States of America as selling agent Our ref: 55-40455200 Direct Dial: +31 20 711 9650 E-Mail: kees.westermann@cliffordchance.com 29 September 2009
as Issuer,First Supplemental Indenture • September 17th, 2003 • Abn Amro Bank Nv • Commercial banks, nec
ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM FORM OF U.S. DISTRIBUTION AGREEMENTu.s. Distribution Agreement • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York
Book-Entry Notes, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.
ABN AMRO BANK N.V. and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of June 2, 2003Indenture • August 28th, 2003 • Abn Amro Bank Nv • Commercial banks, nec • New York
INDENTURE, dated as of June 2, 2003 between ABN AMRO Bank N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Issuer”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
