ABN AMRO BANK N.V.
Selling Agency Agreement
August __, 2001
Re: Medium_Term Notes, Series A
Due Nine Months or More From the Date of Issue
Pursuant to Registration Number 333_49198
To the Agents listed on the
signature pages hereof
Ladies and Gentlemen:
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").
In connection with the offering of Securities from time to time by the
Issuer (each, an "Offering"), the Issuer may, by prior written notice to any
Agent listed on the signature pages hereof (collectively, the "Agents" and
each, an "Agent") substantially in the form of the Selling Agency Invitation
attached as Exhibit A hereto, invite such Agent to participate in an Offering
upon the terms and conditions set forth in the Distribution Agreement. Upon
receipt of a Selling Agency Invitation you shall become an Agent under the
Distribution Agreement for purposes of the Offering of Securities referenced
therein and the terms "you", "your" and "Agents" thereon shall include, as they
relate to such Offering, each Agent so invited to participate in such Offering.
Each communication from the Issuer to an Agent hereunder shall be sent
to it at the address set forth below under such Agent's signature.
This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to the conflict of
laws provisions thereof.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same letter.
Very truly yours,
ABN AMRO BANK N.V.
By: ______________________
Name:
Title:
By: ______________________
Name:
Title:
Notices hereunder shall be sent to:
_____________________________________
_____________________________________
Attention: __________________________
Telefax: ____________________________
ABN AMRO INCORPORATED
By:__________________________________
Name:
Title:
Agreed and accepted as of the date hereof:
ABN AMRO FINANCIAL SERVICES, INC.
By:________________________________
Name:
Title:
Notices hereunder shall be sent to:
___________________________________
___________________________________
Attention:_________________________
Telefax: __________________________
Agreed and accepted as of the date hereof:
FIRST INSTITUTIONAL SECURITIES, LLC
By:________________________________
Name:
Title:
Notices hereunder shall be sent to:
_________________________________
_________________________________
Attention:________________________
Telefax: ________________________
Agreed and accepted as of the date hereof:
H&R BLOCK FINANCIAL ADVISORS
By:____________________________
Name:
Title:
Notices hereunder shall be sent to:
_________________________________
_________________________________
Attention:_______________________
Telefax: ________________________
Agreed and accepted as of the date hereof:
LADENBURG XXXXXXXX & CO., INC.
By:____________________________
Name:
Title:
Notices hereunder shall be sent to:
___________________________________
___________________________________
Attention:_________________________
Telefax: __________________________
EXHIBIT A
ABN AMRO BANK N.V.
SELLING AGENCY INVITATION
Dear Sirs, Date: [ ]
Reference is made to the Selling Agency Agreement dated July [___], 2001 among
ABN AMRO Bank N.V. (the "Issuer") and the Agents named therein (the "Selling
Agency Agreement"). Terms not otherwise defined herein shall have their
respective meanings in the Selling Agency Agreement.
You are hereby invited to participate in the Offering of the Securities
described below for the purpose of soliciting and receiving offers to purchase
the Securities from the Issuer by others.
The Securities
Issuer: ABN AMRO Bank N.V.
Title: [ ]
Issue Size:
Coupon:
Denominations:
Issue Price:
Sales Commission:
Proposed Issue Date:
Maturity Date:
Indicative Timetable:
Launch Date: [ ]
Closing Date: [ ]
Start of Selling Period: [ ]
The terms and conditions of the Securities are set out in the prospectus (the
"Prospectus") issued in connection with the Offering of the Securities. The
Issuer will supply you with a reasonable number of copies of the Prospectus
upon request.
Very truly yours,
ABN AMRO BANK N.V.
