-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Azei0VaEubi7s4bKmmN4+WcFU+38Slq22rw0nVfdw1Xgakz3us80aMgdmqRJKve+ yFp7juHahZVb6phXZGZBZg== 0000950103-03-001505.txt : 20030708 0000950103-03-001505.hdr.sgml : 20030708 20030708142344 ACCESSION NUMBER: 0000950103-03-001505 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030708 FILED AS OF DATE: 20030708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABN AMRO HOLDING N V CENTRAL INDEX KEY: 0001038727 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14624 FILM NUMBER: 03778336 BUSINESS ADDRESS: STREET 1: GUSTAV MAHLERLAAN 10 CITY: AMSTERDAM STATE: P7 ZIP: 1082 PP MAIL ADDRESS: STREET 1: P.O. BOX 283 CITY: AMSTERDAM STATE: P8 ZIP: 1000 EA FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABN AMRO CAPITAL FUNDING TRUST V CENTRAL INDEX KEY: 0001245005 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31726 FILM NUMBER: 03778334 BUSINESS ADDRESS: STREET 1: 135 SOUTH LASALLE CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3129042000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABN AMRO CAPITAL FUNDING LLC V CENTRAL INDEX KEY: 0001245016 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31727 FILM NUMBER: 03778335 BUSINESS ADDRESS: STREET 1: 135 SOUTH LASALLE CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3129042000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABN AMRO BANK NV CENTRAL INDEX KEY: 0000897878 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14624-05 FILM NUMBER: 03778333 BUSINESS ADDRESS: STREET 1: GUSTAV MAHLERLAAN 10 STREET 2: - CITY: AMSTERDAM STATE: P7 BUSINESS PHONE: 0113120628 MAIL ADDRESS: STREET 1: P.O. BOX 283 STREET 2: - CITY: AMSTERDAM STATE: P7 ZIP: 1000 EA 6-K 1 jul0203_6k.txt =============================================================================== FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July, 2003 ABN AMRO HOLDING N.V. Commission File Number: 001-14624 ABN AMRO BANK N.V. Commission File Number: 001-14624-05 (Translation of registrants' names into English) Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands (Address of principal executive offices) ABN AMRO CAPITAL FUNDING LLC V Commission File Number: 001-31727 ABN AMRO CAPITAL FUNDING TRUST V Commission File Number: 001-31726 (Translation of registrants' names into English) 135 South LaSalle Street Chicago, Illinois 60603 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes No X --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes No X --- --- Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A The Information contained in this Report is incorporated by reference into Registration Statement No. 333-104778. =============================================================================== ABN AMRO HOLDING N.V. ABN AMRO BANK N.V. ABN AMRO CAPITAL FUNDING LLC V ABN AMRO CAPITAL FUNDING TRUST V INDEX TO EXHIBITS Item - ---- 1.9 Underwriting Agreement, dated June 26, 2003, among ABN AMRO Holding N.V., ABN AMRO Bank N.V., ABN AMRO North America Holding Company, ABN AMRO Capital Funding Trust V, ABN AMRO Capital Funding LLC V, and ABN AMRO Incorporated and Citigroup Global Markets Inc. as representatives of the several underwriters named therein, relating to the sale of up to 55,000,000 non-cumulative trust preferred securities unconditionally guaranteed by ABN AMRO Holding N.V. 8.1 Opinion of Davis Polk & Wardwell regarding tax matters SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABN AMRO HOLDING N.V. Date: July 8, 2003 By: /s/ Rolf Smit ------------------------------------- Name: Rolf Smit Title: Executive Vice President By: /s/ Arjo Blok ------------------------------------- Name: Arjo Blok Title: Senior Vice President SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABN AMRO BANK N.V. Date: July 8, 2003 By: /s/ Rolf Smit ------------------------------------- Name: Rolf Smit Title: Executive Vice President By: /s/ Arjo Blok ------------------------------------- Name: Arjo Blok Title: Senior Vice President SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABN AMRO CAPITAL FUNDING LLC V Date: July 8, 2003 By: /s/ Jeffrey Sirota ------------------------------------- Name: Jeffrey Sirota Title: Vice President SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABN AMRO CAPITAL FUNDING TRUST V Date: July 8, 2003 By: /s/ Jeffrey Sirota ------------------------------------- Name: Jeffrey Sirota Title: Vice President EX-1.9 3 jul0203_ex0109.txt Exhibit 1.9 EXECUTION COPY ABN AMRO HOLDING N.V. (a Netherlands limited liability company) ABN AMRO BANK N.V. (a Netherlands limited liability company) ABN AMRO NORTH AMERICA HOLDING COMPANY ABN AMRO CAPITAL FUNDING LLC V (a Delaware limited liability company) ABN AMRO CAPITAL FUNDING TRUST V (a Delaware statutory trust) 5.90% NONCUMULATIVE GUARANTEED TRUST PREFERRED SECURITIES UNDERWRITING AGREEMENT DATED: June 26, 2003 TABLE OF CONTENTS ----------------- PAGE Section 1. Representations And Warranties By The ABN AMRO Parties.............4 Section 2. Sale And Delivery To Underwriters, Closing........................10 Section 3. Covenants Of The ABN AMRO Parties.................................13 Section 4. Payment Of Expenses...............................................16 Section 5. Conditions Of Underwriters' Obligations...........................16 Section 6. Indemnification...................................................25 Section 7. Contribution......................................................28 Section 8. Representations, Warranties and Agreements to Survive Delivery....30 Section 9. Termination of Agreement..........................................30 Section 10. Default by One or More of the Underwriters.......................31 Section 11. Notices..........................................................32 Section 12. Parties..........................................................32 Section 13. Governing Law And Jurisdiction...................................33 Section 14. Effect Of Headings...............................................34 Schedule A: Names of Underwriters and Number of Trust Preferred Securities to be Purchased......................SA-1 Schedule B: Initial Public Offering Price and Underwriters Commission................................................SB-1 Exhibit A: Form of Netherlands Counsel Opinion........................A-1 Exhibit B: Form of U.S. Counsel Opinion...............................B-1 Exhibit C: Form of TIA Trustees' Counsel Opinion......................C-1 ABN AMRO Capital Funding Trust V (a Delaware statutory trust) 5.90% Noncumulative Guaranteed Trust Preferred Securities (Liquidation Amount of $25 per Trust Preferred Security) guaranteed by ABN AMRO Holding N.V. UNDERWRITING AGREEMENT June 26, 2003 ABN AMRO Incorporated Citigroup Global Markets Inc. c/o Citigroup Global Markets, Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the Several Underwriters named in Schedule A hereto Ladies and Gentlemen: ABN AMRO Capital Funding Trust V (the "Trust"), a statutory trust organized under the Business Statutory Trust Act (the "Delaware Trust Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. ss.ss. 3801 et seq.), ABN AMRO Capital Funding LLC V (the "LLC"), a limited liability company organized under the Limited Liability Company Act (the "Delaware LLC Act") of the State of Delaware (Chapter 18, Title 6, of the Delaware Code, 6 Del. C. ss.ss. 18-101 et seq.), ABN AMRO Holding N.V., a Netherlands limited liability company (the "Guarantor"), ABN AMRO Bank N.V., a Netherlands limited liability company (the "Bank"), ABN AMRO North America Holding Company. ("AANAH" and together with the Guarantor, the Trust, the Bank and the LLC, the "ABN AMRO Parties"), confirm their agreement (the "Agreement") with ABN AMRO Incorporated, Citigroup Global Markets Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom ABN AMRO Incorporated and Citigroup Global Markets Inc. are acting as representatives (in such capacity, hereinafter referred to as the "Representatives"), with respect to the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of 5.90% Noncumulative Guaranteed Trust Preferred Securities (liquidation preference $25 per trust preferred security), representing preferred undivided beneficial ownership interests in the assets of the Trust (the "Trust Preferred Securities"), set forth in Schedule A. AANAH will initially own all the common securities (the "Trust Common Securities" and, together with the Trust Preferred Securities, the "Trust Securities"), representing undivided beneficial ownership interests in the assets of the Trust. The Trust Preferred Securities and the Trust Common Securities will be issued pursuant to an amended and restated declaration of trust (the "Declaration") of the Trust, to be dated as of July 3, 2003, among, AANAH, as sponsor, the regular trustees named therein (the "Regular Trustees"), BNY Midwest Trust Company, as institutional trustee (the "Property Trustee"), and The Bank of New York (Delaware), a Delaware corporation, as Delaware trustee (the "Delaware Trustee" and, together with the Regular Trustees and the Property Trustee, the "Issuer Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Trust Preferred Securities will be guaranteed by the Guarantor, to the extent set forth in the Trust Securities Guarantee Agreement (the "Trust Guarantee"), to be dated as of July 3, 2003, among the Guarantor, the Underwriters and AANAH, as initial holders, and BNY Midwest Trust Company, as trustee (the "Guarantee Trustee", and together with the Guarantee Trustee under the LLC Guarantee, as defined below, and the Guarantee Trustee under the Contingent Guarantee, as defined below, the "Guarantee Trustees") with respect to distributions and payments upon liquidation and redemption and otherwise pursuant to the Trust Guarantee. The proceeds from the sale of the Trust Securities will be used by the Trust to purchase 5.90% Noncumulative Guaranteed LLC Preferred Securities ("LLC Preferred Securities"), representing ownership interests in the LLC. All of the common securities of the LLC (the "LLC Common Securities") will be initially owned by AANAH. The LLC Preferred Securities will be issued pursuant to an amended and restated Limited Liability Company Agreement to be dated as of July 3, 2003 (the "LLC Agreement") among AANAH, as initial holder of the LLC Common Securities, the Trust, as initial holder of the LLC Preferred Securities, and BNY Midwest Trust Company, as trustee (the "LLC Trustee", and, together with the Property Trustee, the Delaware Trustee and the Guarantee Trustees, the "TIA Trustees") for purposes of compliance under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and will be guaranteed by the Guarantor, to the extent set forth in the LLC Preferred Securities Guarantee Agreement (the "LLC Guarantee", and, together with the Trust Guarantee, the "Guarantees") to be dated as of July 3, 2003 among the Guarantor, the Trust, as initial holder of the LLC Preferred Securities, and the Guarantee Trustee, as trustee, with 2 respect to distributions and payments upon liquidation and redemption and otherwise pursuant to the LLC Guarantee. In addition, the Guarantor will agree in a contingent guarantee agreement to be dated as of July 3, 2003 among the Guarantor, the LLC, and the Guarantee Trustee (the "Contingent Guarantee") to pay to the LLC the amounts payable under the LLC Guarantee, to the extent such amounts have been claimed but remain unpaid, plus accrued interest. The Trust Preferred Securities, the LLC Preferred Securities, the Perpetual Non-Cumulative Capital Securities, as defined below, and the related Guarantees, are referred to herein as the "Offered Securities." The LLC will use the proceeds from the sale of the LLC Preferred Securities to acquire, among other things, fixed income securities issued by the Bank (the "Initial Intercompany Securities"). In the case of a Regulatory Event (as defined in the Prospectus), the Trust Preferred Securities will be exchanged for perpetual, non-cumulative capital securities of the Bank (the "Perpetual Non-Cumulative Capital Securities"). The ABN AMRO Parties (other than AANAH) have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form F-3 (file No. 333-104778) to register under the Securities Act of 1933, as amended (the "1933 Act"), the offer and sale of (i) the Trust Preferred Securities, (ii) the LLC Preferred Securities and (iii) the Guarantees and the Contingent Guarantee. The ABN AMRO Parties understand that the Underwriters propose to make an offering of the Offered Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The ABN AMRO Parties further understand that no Offered Securities will be offered by the Underwriters in The Netherlands other than in accordance with provisions of Article 3 of the Act of Supervision of Securities Trade 1995. The ABN AMRO Parties (other than AANAH) have filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (in the form so filed or transmitted for filing, the "Prospectus Supplement") specifically relating to the Offered Securities pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). The term "Registration Statement" means the registration statement, as amended to the date of this Agreement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the 1933 Act. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Offered Securities together with the Basic Prospectus. As used herein, the terms "Basic 3 Prospectus," "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Section 1. Representations And Warranties By The ABN AMRO Parties. The ABN AMRO Parties represent and warrant jointly and severally to each Underwriter as of the date hereof, and as of the Closing Time referred to in Section 2(c) hereof, and, if applicable, as of each Date of Delivery (as defined below)as follows: (a) Compliance with Registration Requirements. The Registration Statement has been filed on an appropriate form under the 1933 Act. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the ABN AMRO Parties, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, and, if applicable, as of each Date of Delivery, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued or at the Closing Time, and at each Date of Delivery, if any, included or will include an untrue statement of a material fact or omitted or will omit to state 4 a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the ABN AMRO Parties in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. The Basic Prospectus and preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations. (b) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Time, and at each Date of Delivery, if any, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) Independent Accountants. The accountants who certified the financial statements included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (d) Good Standing of the ABN AMRO Parties. Each of the ABN AMRO Parties and their subsidiaries has been duly incorporated under the laws of The Netherlands, or other jurisdiction of incorporation, as the case may be (except to the extent that the failure to be duly incorporated would not have a material adverse effect on the ABN AMRO Parties and their subsidiaries, taken as a whole), the Trust has been duly created as a statutory trust under the Delaware Statutory Trust Act and the LLC has been duly formed as a limited liability company under the Delaware LLC Act. Each of the ABN AMRO Parties and their subsidiaries is validly existing and in good standing under the laws of its respective jurisdiction (where such concept is legally relevant), is duly qualified to do business and in good standing in each other jurisdiction in which qualification is necessary for the ownership of its respective properties or for the conduct of its respective businesses (except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the ABN AMRO Parties and their subsidiaries, taken as a whole). The LLC is and 5 will be treated as a consolidated subsidiary of AANAH pursuant to Dutch generally accepted accounting principles. The Trust is and will be classified as a grantor trust and will not be classified as an association taxable as a corporation for United States federal income tax purposes. Each ABN AMRO Party has the power and authority necessary to own or hold its respective properties, to enter into and perform its respective obligations under the Transaction Documents (as defined below) to which it is a party and to conduct the businesses in which it is engaged, as described in the Prospectus. Neither the Trust nor the LLC is a party to or otherwise bound by any agreement other than the Transaction Documents. (e) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered (if applicable under applicable law) by each of the ABN AMRO Parties. (f) Absence of Defaults and Conflicts; Absence of Further Requirements. None of the ABN AMRO Parties nor any of their subsidiaries is in violation of the constituent documents, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any of the ABN AMRO Parties or any of their subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of any of the ABN AMRO Parties or any of their subsidiaries is subject, except for such defaults that would not be material to the ABN AMRO Parties and their subsidiaries, taken as a whole. The execution, delivery (if applicable under applicable law) and performance of this Agreement, the Declaration, the LLC Agreement, the Guarantees, the Contingent Guarantee, the Initial Intercompany Securities, the Perpetual Non-Cumulative Capital Securities and the Services Agreement to be dated as of July 3, 2003 among AANAH, the Guarantor, the Trust and the LLC (the "Services Agreement" and, together with the Declaration, the LLC Agreement, the Guarantees, the Contingent Guarantee and the Initial Intercompany Securities, the "Transaction Documents") by AANAH, the Bank, the Guarantor, the Trust or the LLC, as the case may be, and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any of the ABN AMRO Parties or any of their subsidiaries is a party or by which any of the ABN AMRO Parties or any of their subsidiaries is bound or to which any of the property or assets of the ABN AMRO Parties or any of their subsidiaries is subject, nor will such actions result in any violation of the provisions of the constituent documents, the charter, bylaws, Declaration, Certificate of Trust, LLC Agreement or Certificate of Formation, as the case may 6 be, of any of the ABN AMRO Parties or any of their subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the ABN AMRO Parties or any of their subsidiaries or any of their properties or assets, the effect of which breach, violation or default would be material to the ABN AMRO Parties and their subsidiaries taken as a whole; and, except such as have been obtained or required under the 1933 Act or the 1933 Act Regulations, 1934 Act or the 1934 Act Regulations or state securities laws and the qualification of the Declaration, the LLC Agreement, the Guarantees and the Contingent Guarantee under the 1939 Act, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body in The Netherlands or the United States is required in connection with the offering, issuance, and sale of the Offered Securities or the consummation of the transactions contemplated by this Agreement or the execution, delivery and performance by the ABN AMRO Parties of the Transaction Documents. (g) Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (a) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business affairs or business prospects of the ABN AMRO Parties and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (b) there have been no transactions entered into by any of the ABN AMRO Parties or any of their subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the ABN AMRO Parties and their subsidiaries considered as a whole and (c) except for regular dividends on ordinary shares or preferred or preference shares, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by any of the ABN AMRO Parties on any class of capital stock. (h) Investment Company Act. None of the ABN AMRO Parties is, nor after giving effect to the offering and sale of the Offered Securities and the application of the net proceeds therefrom as described in the forepart of this Agreement and in the Prospectus will be an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). (i) Absence of Proceedings. Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of any of the ABN AMRO Parties, threatened against or affecting any of the ABN AMRO Parties or any of their subsidiaries that is required to be disclosed in the Prospectus or that would result in any material adverse change in the consolidated financial position, stockholders' equity or results of operations of the ABN AMRO Parties and their subsidiaries, taken as a whole, or that could reasonably 7 be expected to materially and adversely affect the properties or assets of any of the ABN AMRO Parties or any of their subsidiaries, or that could adversely affect the consummation of the transactions contemplated in this Agreement or the performance by each of the ABN AMRO Parties of its obligations hereunder. (j) Authorization of Declaration. The Declaration has been duly authorized by AANAH and, at the Closing Time, will have been executed and delivered by AANAH, as sponsor, and, assuming due authorization, execution and delivery of the Declaration by the Issuer Trustees, the Declaration will, at the Closing Time, and at each Date of Delivery, if any, be a valid and binding obligation of AANAH enforceable against AANAH in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except to the extent that enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (the "Bankruptcy Exceptions"), and will conform in all material respects to all statements relating thereto in the Prospectus; and, at the Closing Time, the Declaration will have been duly qualified under the 1939 Act. (k) Authorization of Trust Common Securities. At the Closing Time, the Trust Common Securities will have been duly authorized by the Declaration and, when issued and delivered by the Trust to AANAH against payment therefor as described in the Registration Statement and Prospectus, will be validly issued and (subject to the terms of the Declaration) fully paid undivided beneficial interests in the assets of the Trust and will conform in all material respects to all statements relating thereto contained in the Prospectus; the issuance of the Trust Common Securities is not subject to preemptive or other similar rights; and at the Closing Time, and at each Date of Delivery, if any, all of the issued and outstanding Trust Common Securities of the Trust will be directly owned by AANAH free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (l) Authorization of Trust Preferred Securities. At the Closing Time, the Trust Preferred Securities will have been duly authorized by the Declaration and, when issued and delivered against payment of the consideration set forth in this Agreement, will be validly issued and (subject to the terms of the Declaration) fully paid and non-assessable undivided beneficial interests in the Trust, will be entitled to the benefits of the Declaration and will conform in all material respects to all statements relating thereto contained in the Prospectus; the issuance of the Trust Preferred Securities is not subject to preemptive or other similar rights; and (subject to the terms of the Declaration) holders of Trust Preferred Securities will be entitled to the same limitation of personal liability under Delaware law as extended to stockholders of private corporations for profit. 8 (m) Authorization of Guarantees. Each of the Guarantees has been duly authorized by the Guarantor, and AANAH and the Trust, as initial holders, and, when validly executed and delivered (if applicable under applicable law) by the Guarantor, and AANAH and the Trust, as initial holders, and, assuming due authorization, execution and delivery of the Trust Guarantee by the Guarantee Trustee and by the Underwriters, as initial holders of the Trust Securities, and the due authorization, execution and delivery of the LLC Guarantee by the Guarantee Trustee, will each constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. The Guarantees will conform in all material respects to all statements relating thereto contained in the Prospectus and, at the Closing Time, will have been duly qualified under the 1939 Act. (n) Regular Trustees. Each of the Regular Trustees of the Trust is an employee or officer of, or affiliated with, AANAH. At the Closing Time, the Declaration will have been duly executed and delivered by the Regular Trustees and will be a valid and binding obligation of each Regular Trustee, enforceable against such Regular Trustee in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. (o) Authorization of the LLC Agreement. The LLC Agreement has been duly authorized by AANAH and the Trust and, at the Closing Time, will have been duly executed and delivered by AANAH and the Trust, and will be a valid and legally binding obligation of each of AANAH and the Trust, enforceable against each of AANAH and the Trust in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. The LLC Agreement will conform in all material respects to the description thereof in the Prospectus and, at the Closing Time, will have been duly qualified under the 1939 Act. (p) Authorization of the LLC Common Securities. At the Closing Time, the LLC Common Securities will have been duly authorized by the LLC Agreement and, when issued and delivered by the LLC to AANAH against payment therefor as described in the Registration Statement and Prospectus, will be validly issued and (subject to the terms of the LLC Agreement) fully paid undivided beneficial interests in the assets of the LLC and will conform in all material respects to all statements relating thereto contained in the Prospectus; the issuance of the LLC Common Securities is not subject to preemptive or other similar rights; and at the Closing Time, and at each Date of Delivery, if any, all of the issued and outstanding LLC Common Securities of the LLC will be directly owned by AANAH free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. 9 (q) Authorization of LLC Preferred Securities. At the Closing Time, the LLC Preferred Securities will have been duly authorized by the LLC Agreement and, when issued and delivered pursuant to the LLC Agreement against payment of the consideration set forth therein, will be duly issued and fully paid and non-assessable, will be entitled to the benefits of the LLC Agreement and will conform to the description thereof in the Prospectus; the issuance of the LLC Preferred Securities is not subject to preemptive or other similar rights. (r) Authorization of the Contingent Guarantee. The Contingent Guarantee has been duly authorized by the Guarantor and the LLC and, when validly executed and delivered (if applicable under applicable law) by the Guarantor and the LLC, and assuming due authorization, execution and delivery by the Guarantee Trustee, will constitute a valid and binding obligation of each of the Guarantor and the LLC, enforceable against each of the Guarantor and the LLC in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. The Contingent Guarantee will conform in all material respects to all statements relating thereto in the Prospectus and, at the Closing Time, will have been duly qualified under the 1939 Act. (s) Authorization of Intercompany Securities. The Initial Intercompany Securities have been duly authorized by the Bank, and when validly executed and delivered to and paid for by the LLC, will constitute valid and binding obligations of the Bank, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. (t) Authorization of Perpetual Non-Cumulative Capital Securities. At the Closing Time, the Perpetual Non-Cumulative Capital Securities will have been duly authorized by the Bank, and when validly executed and delivered in exchange for corresponding Trust Preferred Securities, will constitute valid and binding obligations of the Bank, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. (u) Officer's Certificate. Any certificate signed by an officer of any of the ABN AMRO Parties or any of their subsidiaries and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the relevant ABN AMRO Parties to each Underwriter as to the matters covered thereby on the date of such certificate. Section 2 . Sale And Delivery To Underwriters, Closing. (a) Offered Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set 10 forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the initial public offering price set forth in Schedule B, the number of Trust Preferred Securities set forth in Schedule A opposite the name of such Underwriter (the "Initial Offered Securities"), plus any additional number of Trust Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Option Offered Securities. Subject to the terms and conditions herein set forth, the ABN AMRO Parties may grant, if so provided in Schedule B, an option to the Underwriters, severally and not jointly, to purchase up to the number or aggregate principal amount, as the case may be, of additional Trust Preferred Securities to cover over-allotments, if any, set forth therein (the "Option Offered Securities") at a price set forth therein, less an amount equal to any distributions paid or payable on the Initial Offered Securities but not payable on the Option Offered Securities. Such option, if granted, will expire 30 days after the date of this Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Offered Securities upon notice by Citigroup Global Markets Inc. to the ABN AMRO Parties setting forth the number or aggregate principal amount, as the case may be, of Option Offered Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Offered Securities. Any such time and date of payment and delivery (each, a "Date of Delivery") shall be determined by Citigroup Global Markets Inc., but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by Citigroup Global Markets Inc.and the ABN AMRO Parties. If the option is exercised as to all or any portion of the Option Offered Securities, each of the Underwriters, severally and not jointly, will purchase that proportion of the total number or aggregate principal amount, as the case may be, of Option Offered Securities then being purchased which the number or aggregate principal amount, as the case may be, of Initial Offered Securities each such Underwriter has severally agreed to purchase as set forth on Schedule A bears to the total number or aggregate principal amount, as the case may be, of Initial Offered Securities, subject to such adjustments as Citigroup Global Markets Inc. in its discretion shall make to eliminate any sales or purchases of a fractional number or aggregate principal amount, as the case may be, of Option Offered Securities. (c) Payment. Payment of the purchase price for, and delivery of certificates for, the Trust Preferred Securities shall be made at the offices of Davis Polk & Wardwell or at such other place as shall be agreed upon by the Representatives and the ABN AMRO Parties, at 9:00 a.m. (Eastern time) on the fourth business day after the date hereof (unless postponed in accordance with the 11 provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the ABN AMRO Parties (such time and date of payment and delivery being herein called the "Closing Time"). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Offered Securities, payment of the purchase price for, and delivery of such Option Offered Securities, shall be made at the above-mentioned offices of Davis Polk & Wardwell, or at such other place as shall be agreed upon by Citigroup Global Markets Inc. and the ABN AMRO Parties, on the relevant Date of Delivery as specified in the notice from Citigroup Global Markets Inc. to the ABN AMRO Parties. Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the ABN AMRO Parties, against delivery to such persons designated by the Representatives for the respective accounts of the Underwriters of one or more certificates in global form for the Trust Preferred Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Trust Preferred Securities which it has agreed to purchase. The purchase price per Trust Preferred Security to be paid by the several Underwriters for the Trust Preferred Securities shall be an amount equal to the initial public offering price as set forth in Schedule B. The initial public offering price per Trust Preferred Security shall be a fixed price to be determined by agreement between the Representatives and the ABN AMRO Parties. The initial public offering price and the purchase price, when so determined, shall be set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be used to purchase LLC Preferred Securities, the proceeds of which will be invested in Initial Intercompany Securities, the Guarantor hereby agrees to pay at the Closing Time (and at any relevant Date of Delivery) to the Representatives, for the accounts of the several Underwriters, a commission per Trust Preferred Security set forth on Schedule B. At the Closing Time (and at any relevant Date of Delivery), the Guarantor will pay, or cause to be paid, the commission payable at such time to the Underwriters under Section 2 hereof by wire transfer of immediately available funds to a bank account designated by the Representatives for the account of Underwriters. (d) Denominations; Registration. Certificates for the Trust Preferred Securities shall be in such denominations and registered in such names as the 12 Representatives may request in writing at least one business day before the Closing Time or the relevant Date of Delivery, as applicable. The Trust Preferred Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 9:00 a.m. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as applicable. Section 3. Covenants Of The ABN AMRO Parties. The ABN AMRO Parties (other than AANAH) covenant with each Underwriter as follows: (a) Compliance with Securities Regulations and Commission Requests. The ABN AMRO Parties, subject to Section 3(b), will comply with the requirements of Rule 424(b) of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The ABN AMRO Parties will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Filing of Amendments. During the period when the Underwriters are required to deliver a prospectus with respect to the Offered Securities, the ABN AMRO Parties will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. (c) Delivery of Registration Statements. Upon request by the Underwriters, the ABN AMRO Parties will furnished or deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and 13 documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. (d) Delivery of Prospectuses. The ABN AMRO Parties have delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the ABN AMRO Parties hereby consent to the use of such copies for purposes permitted by the 1933 Act. The ABN AMRO Parties will furnish to each Underwriter, without charge, during the period when the prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. (e) Continued Compliance with Securities Laws. The ABN AMRO Parties will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations with respect to the offer of the Offered Securities so as to permit the completion of the distribution of the Offered Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Trust Preferred Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the ABN AMRO Parties, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the ABN AMRO Parties will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the ABN AMRO Parties will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. (f) Blue Sky Qualifications. The ABN AMRO Parties will use all reasonable efforts, in cooperation with the Underwriters, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the effective date of the Registration Statement; provided, however, that the ABN AMRO 14 Parties shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Offered Securities have been so qualified, the ABN AMRO Parties will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement. (g) Rule 158. The ABN AMRO Parties will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act. (h) Use of Proceeds. The ABN AMRO Parties will use or cause to be used the net proceeds received from the sale of the Offered Securities in the manner specified in the Prospectus under "Use of Proceeds." (i) Listing. The ABN AMRO Parties will use all reasonable efforts to effect the listing of the Trust Preferred Securities on the New York Stock Exchange and the Official Segment of Euronext Amsterdam N.V.'s Stock Market ("Euronext"). (j) Restriction on Sale of Securities. Except as contemplated by this Agreement, during a period of 30 days from the date of the Prospectus, neither the Trust nor the LLC nor any other subsidiary of the Guarantor that is similar to the Trust or the LLC will, without the prior written consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for sale of, or otherwise dispose of, any Trust Preferred Securities or any LLC Preferred Securities or any security convertible into or exchangeable into or exercisable for Trust Preferred Securities or LLC Preferred Securities. (k) Reporting Requirements. The ABN AMRO Parties, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. Section 4. Offering by Underwriters. Each Underwriter represents and agrees that, prior to the publication of the advertisement as mentioned in Article 47.7 of the Listing and Issuing Rules of Euronext Amsterdam N.V. (Fondsenreglement), it has not made and will not make any contractually binding offers (or solicitations of such offers) in respect of the Trust Preferred Securities 15 to any individual or legal entity in The Netherlands, other than to individuals or legal entities, who or which trade or invest in securities in the conduct of a business or profession (which includes banks, firms, insurance companies, pension funds, investment institutions, central governments, large international and supranational organisations and treasuries and finance companies of large enterprises). Section 5. Payment Of Expenses. (a) Expenses. The ABN AMRO Parties will pay all expenses incident to the performance of their obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, the Transaction Documents and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Securities (other than fees of counsel for the Underwriters related thereto), (iii) the preparation, issuance and delivery of the certificates for the Trust Preferred Securities to the Underwriters, (iv) the fees and disbursements of the ABN AMRO Parties' counsel, accountants, experts and other advisors, (v) the qualification of the Offered Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the fees and expenses of the TIA Trustees, including the reasonable fees and disbursements of counsel for the TIA Trustees, (viii) any fees payable in connection with the rating of the Trust Preferred Securities, (ix) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities on the New York Stock Exchange and Euronext and (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the National Association of Securities Dealers, Inc. of the terms of the sale of the Offered Securities. (b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 6 or Section 10(a)(i) hereof, the ABN AMRO Parties shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. Section 6. Conditions Of Underwriters' Obligations. 16 The obligations of the several Underwriters hereunder are subject to the accuracy in all material respects of the representations and warranties of the ABN AMRO Parties contained in Section 1 hereof and in certificates of any officer of the ABN AMRO Parties or any subsidiary of the ABN AMRO Parties delivered pursuant to the provisions hereof, to the performance by each of the ABN AMRO Parties in all material respects of its covenants and other obligations hereunder, and to the following further conditions: (a) Effectiveness of Registration Statement. The Registration Statement has become effective and at the Closing Time and at any relevant Date of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. Any prospectus required to be filed in accordance with Rule 424(b) shall have been filed with the Commission. (b) Opinion of Netherlands Counsel. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Clifford Chance Limited Liability Partnership, Netherlands counsel to the Guarantor, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit A. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the ABN AMRO Parties and certificates of public officials and may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. (c) Opinion of Counsel for AANAH. Kimberly Lynch, Esq., LaSalle Bank Corporation, counsel to AANAH, shall have furnished to you her written opinion, dated as of the Closing Time, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by AANAH; (ii) Each Transaction Document to which AANAH is a party has been duly authorized, executed and delivered by AANAH and constitutes a legal, valid and binding obligation of AANAH; (iii) The execution by AANAH of the Underwriting Agreement and the Transaction Documents to which it is a party and the performance of its respective obligations thereunder, will not violate AANAH's 17 organizational documents or the laws of Illinois with general applicability to which AANAH is subject. Such counsel may state that he or she has relied as to certain factual matters on information obtained from public officials, officers of AANAH and other sources believed by her to be responsible, and has assumed that the Offered Securities conform to the forms thereof examined by such counsel, and that the signatures on all documents examined by such counsel are genuine, assumptions which such counsel need not independently verify. Such opinion also may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. (d) Opinion of U.S. Counsel for the ABN AMRO Parties. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Davis Polk & Wardwell, U.S. counsel to the ABN AMRO Parties, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit B hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the ABN AMRO Parties and certificates of public officials. Such opinion also may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. (e) Opinion of Delaware Counsel for the ABN AMRO Parties. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Richards, Layton & Finger, P.A., Delaware counsel to the ABN AMRO Parties, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect that: (i) The LLC has been duly formed and is validly existing in good standing as a limited liability company under the Delaware LLC Act. (ii) Under the LLC Agreement and the Delaware LLC Act, the LLC has all necessary limited liability company power and authority to conduct its business as described in the Prospectus. (iii) The LLC Preferred Securities issued to the Trust have been duly authorized and validly issued and, subject to the qualifications set forth in paragraph (iv) below, are fully paid and nonassessable limited liability company interests in the LLC. 18 (iv) The Trust, as a member of the LLC, shall not be obligated personally for any of the debts, obligations or liabilities of the LLC, whether arising in contract, tort or otherwise solely by reason of being a member of the LLC, except as the Trust may be obligated to make payments provided for in the LLC Agreement and to repay any funds wrongfully distributed to it. (v) The provisions of the LLC Agreement, including the terms of the LLC Preferred Securities, are permitted under the Delaware LLC Act. (vi) The LLC Agreement constitutes a legal, valid and binding agreement of AANAH and the Trust, and is enforceable against AANAH and the Trust, in accordance with its terms. (vii) Under the LLC Agreement and the Delaware LLC Act, the LLC has all necessary limited liability company power and authority to execute and deliver the Underwriting Agreement and each of the Transaction Documents to which it is a party, and to perform its obligations thereunder. (viii) Under the LLC Agreement and the Delaware LLC Act, the execution and delivery by the LLC of the Underwriting Agreement and each of the Transaction Documents to which it is a party, and the performance by the LLC of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the LLC. (ix) The issue and sale by the LLC of the LLC Preferred Securities to the Trust pursuant to the Underwriting Agreement and the LLC Agreement, and the performance by the LLC of its obligations under each of the Transaction Documents to which it is a party, will not violate (A) any Delaware statute, rule or regulation, or (B) the Certificate of Formation of the LLC, dated March 28, 2003 or the LLC Agreement. (x) No consent, approval, authorization, order, registration, filing or qualification of or with any Delaware court or Delaware governmental agency or body is required solely in connection with (A) the issuance and sale by the LLC of the LLC Preferred Securities to the Trust as contemplated by the Prospectus, or (B) the execution, delivery and performance by the LLC of the Underwriting Agreement or any of the Transaction Documents to which it is a party. 19 (xi) Under the LLC Agreement and the Delaware LLC Act, the issuance by the LLC of the LLC Preferred Securities is not subject to the preemptive purchase rights of any Person. (xii) The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Trust Act. (xiii) Under the Declaration and the Delaware Trust Act, the Trust has all necessary trust power and authority to conduct its business as described in the Prospectus. (xiv) The provisions of the Declaration, including the terms of the Trust Preferred Securities, are permitted under the Delaware Trust Act. (xv) The Declaration constitutes a legal, valid and binding agreement of the Guarantor, AANAH and the Trustees, and is enforceable against the Guarantor, AANAH and the Trustees, in accordance with its terms. (xvi) The Trust Preferred Securities are duly authorized by the Declaration and when authenticated, issued and delivered in accordance with the Declaration, the Trust Preferred Securities will be duly and validly issued and, subject to the qualifications set forth in paragraph (xvii) below, fully paid and nonassessable interests in the Trust. (xvii) The holders of Trust Preferred Securities, in their capacity as such, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the holders may be obligated to make payments as set forth in Sections 10.02 and 10.08 of the Declaration. (xviii) Under the Declaration and the Delaware Trust Act, the Trust has all necessary trust power and authority to execute and deliver the Underwriting Agreement and the Transaction Documents to which it is a party, and to perform its obligations thereunder. (xix) Under the Declaration and the Delaware Trust Act, the execution and delivery by the Trust of the Underwriting Agreement and the Transaction Documents to which it is a party, and the performance by the Trust of its obligations thereunder, have been duly authorized by all necessary trust action on the part of the Trust. 20 (xx) Under the Delaware Trust Act and the Declaration, the issuance of the Trust Preferred Securities is not subject to any preemptive purchase rights of any Person. (xxi) No consent, approval, authorization, order, registration or qualification of or with any Delaware court or Delaware governmental agency or Delaware body is required solely in connection with (A) the issuance and sale by the Trust of the Preferred Securities to the holders as contemplated by the Prospectus, and (B) the execution, delivery and performance by the Trust of the Underwriting Agreement and the Transaction Documents to which it is a party. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the ABN AMRO Parties and certificates of public officials. Such opinion may also contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. (f) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Mayer, Brown, Rowe & Maw, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. (g) Opinion of Counsel for the TIA Trustees. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Emmet, Marvin & Martin, counsel for the TIA Trustees, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request. (h) Opinion of Netherlands Tax Counsel. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Clifford Chance Limited Liability Partnership, special Netherlands tax counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters. Such opinion shall confirm Clifford Chance Limited Liability Partnership's opinion set forth in the Prospectus under the caption "Taxation - Netherlands Taxation" and that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus under such caption is an accurate summary of the Netherlands tax matters described therein. 21 Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the ABN AMRO Parties and certificates of public officials. Such opinion may also contain other customary appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. (i) Officers' Certificate. At the Closing Time, (and at any relevant Date of Delivery) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the ABN AMRO Parties and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of officers of each of the ABN AMRO Parties, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the ABN AMRO Parties shall have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to such officer's knowledge, no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. (j) Accountant's Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young Accountants a letter, dated as of the date hereof, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus, including reports incorporated by reference therein. (k) Bring-down Comfort Letter. At the Closing Time, the Representatives shall have received from Ernst & Young a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (j) of this Section, except that the specified date referred to shall be a date not more than five business days prior to the Closing Time. (l) Maintenance of Rating. At the Closing Time, the Trust Preferred Securities and the LLC Preferred Securities shall be rated at least "A2" by Moody's Investors Service and "A" by Standard & Poor's Ratings Group, a 22 division of McGraw-Hill, Inc. , and the ABN AMRO Parties shall have delivered to the Representatives a letter dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Trust Preferred Securities and the LLC Preferred Securities have such ratings. Since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the securities of any of the ABN AMRO Parties by any "nationally recognized statistical rating agency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review, that does not indicate an improvement, its rating of any securities of any of the ABN AMRO Parties. (m) Approval of Listing. At the Closing Time, the Trust Preferred Securities shall have been approved for listing on the New York Stock Exchange and Euronext, subject only to official notice of issuance, and approved for settlement through The Depository Trust Company ("DTC"), Euroclear and Clearstream. (n) Over-Allotment Option. In the event that the Underwriters exercise their option to purchase all or any portion of the Option Offered Securities, the representations and warranties of the ABN AMRO Parties contained herein and the statements in any certificates furnished by the ABN AMRO Parties hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (i) A certificate, dated such Date of Delivery, of officers of each of the ABN AMRO Parties, confirming that the certificate delivered at the Closing Time pursuant to Section 6(i) hereof remains true and correct as of such Date of Delivery. (ii) The favorable opinion of Clifford Chance Limited Liability Partnership, Netherlands counsel to the Guarantor, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(b) hereof. (iii) The favorable opinion of Kimberly Lynch, Esq., LaSalle Bank Corporation, counsel to AANAH, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) The favorable opinion of Davis, Polk & Wardwell, U.S. counsel to the ABN AMRO Parties, in form and substance satisfactory to 23 counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(d) hereof. (v) The favorable opinion of Richards, Layton & Finger, P.A., Delaware counsel to ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(e) hereof. (vi) The favorable opinion of Mayer, Brown, Rowe & Maw, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(f) hereof. (vii) The favorable opinion of Emmet, Marvin & Martin, counsel for the TIA Trustees, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(g) hereof. (viii) The favorable opinion of Clifford Chance Limited Liability Partnership, special Netherlands tax counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(h) hereof. (ix) A letter from Ernst & Young, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 6(j) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (x) Since the date of this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the securities of any of the ABN AMRO Parties by any "nationally recognized statistical rating agency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review, that does not indicate an improvement, its rating of any securities of any of the ABN AMRO Parties. 24 (o) Additional Documents. At the Closing Time, and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Offered Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the ABN AMRO Parties in connection with the issuance and sale of the Offered Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (p) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Offered Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Offered Securities on such Date of Delivery) may be terminated by the Representatives by notice to the ABN AMRO Parties at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that Sections 1, 7, 8 and 9 shall survive any such termination and remain in full force and effect. Section 7. Indemnification. (a) Indemnification of Underwriters. The ABN AMRO Parties agree, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount 25 paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Guarantor; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the indemnity set forth in this Section 7(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the ABN AMRO Parties by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement or alleged untrue statement contained in or omission or alleged omission from a preliminary prospectus shall not inure to the benefit of the Underwriter (or any person controlling such Underwriter) from whom the person asserting any loss, liability, claim, damage or expense purchased any of the Offered Securities which are the subject thereof if the ABN AMRO Parties shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) if so required by law at or prior to the written confirmation of the sale of such Offered Securities to such person and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented) and the ABN AMRO Parties had previously furnished copies thereof to such Underwriter. (b) Indemnification of Company, Directors and Officers. Each Underwriter, severally in proportion to its respective purchase obligation and not jointly, agrees to indemnify and hold harmless the ABN AMRO Parties, directors or Supervisory or Managing Board members or the equivalent of the ABN 26 AMRO Parties, the Issuer Trustees of the Trust, each of the officers of the ABN AMRO Parties who signed the Registration Statement, and each person, if any, who controls any of the ABN AMRO Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the ABN AMRO Parties by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the ABN AMRO Parties, provided that if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action (which approval shall not be unreasonably withheld), unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying 27 party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. Section 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the ABN AMRO Parties on the one hand and the Underwriters on the other hand from the offering of the Offered Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred 28 to in clause (i) above but also the relative fault of the ABN AMRO Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the ABN AMRO Parties on the one hand and the Underwriters on the other hand in connection with the offering of the Offered Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Offered Securities pursuant to this Agreement (before deducting expenses but after deducting the total underwriting commission received by the Underwriters) received by the ABN AMRO Parties and the total underwriting commission received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Offered Securities as set forth on such cover. The relative fault of the ABN AMRO Parties on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the ABN AMRO Parties or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 29 The ABN AMRO Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Trust Preferred Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director or Supervisory or Managing Board member or the equivalent of the ABN AMRO Parties, the Regular Trustees of the Trust, each officer of the ABN AMRO Parties who signed the Registration Statement, and each person, if any, who controls any of the ABN AMRO Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the ABN AMRO Parties. The Underwriters' respective obligations to contribute pursuant to this Section 8 are several in proportion to the number of Trust Preferred Securities set forth opposite their respective names in Schedule A hereto and not joint. Section 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the ABN AMRO Parties or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the ABN AMRO Parties, and shall survive delivery of the Trust Preferred Securities to the Underwriters. Section 10. Termination of Agreement. (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Guarantor or AANAH, at any time at or prior to the Closing Time or any relevant Date of Delivery (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs or business prospects of the ABN AMRO Parties and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof, declaration by the United States or the Netherlands of a national emergency or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Trust Preferred 30 Securities or to enforce contracts for the sale of the Trust Preferred Securities, or (iii) if trading in any securities of the ABN AMRO Parties has been suspended or materially limited by the Commission, the New York Stock Exchange, or Euronext or if trading generally on the American Stock Exchange or the New York Stock Exchange or Euronext or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York State, Illinois or Netherlands authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 5 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive such termination and remain in full force and effect. Section 11. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Trust Preferred Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (iv) if the number of Defaulted Securities does not exceed 10% of the aggregate number of the Trust Preferred Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (v) if the number of Defaulted Securities exceeds 10% of the aggregate number of the Trust Preferred Securities to be purchased hereunder, this Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Offered Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase, and the ABN AMRO Parties to sell, such Option Offered Securities on such Date of Delivery) shall terminate without liability on the part of any non-defaulting Underwriter. 31 No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in (i) a termination of this Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the ABN AMRO Parties with respect to the related Option Offered Securities, as the case may be, either the Representatives or the Guarantor or AANAH shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. Section 12. Notices. All notices, requests, statements and other communications hereunder shall be in writing and shall be delivered or sent by mail, messenger or any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives c/o Citigroup Global Markets, Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets, Inc., at 388 Greenwich Street, New York, New York 10013, Attention General Counsel; and notices to the Guarantor shall be directed to ABN AMRO Holding N.V. at Foppingadreef 22, 1102 BS, Amsterdam, Attention: Group Asset and Liability Management, (fax no.: 31 20 383 4830), to AANAH, the Trust and the LLC shall be directed to AANAH, 135 S. LaSalle Street, Chicago, Il 60603, Attention: Chief Legal Officer, with copies to Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, Attention: Margaret Tahyar, Esq. Any such notice, request, statement or communication shall be effective upon receipt thereof. Section 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, and the ABN AMRO Parties and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the ABN AMRO Parties and their respective successors and the controlling persons and officers and directors and Supervisory and Managing Board members or the equivalent referred to in Sections 7 and 8 and Regular Trustees and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the ABN AMRO Parties and their respective successors, and said controlling persons and officers and directors and Supervisory and Managing Board members or the equivalent and Regular 32 Trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Trust Preferred Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. Section 14. Governing Law And Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. (b) Submission to Jurisdiction. Each of the Guarantor and the Bank irrevocably consents and agrees, for the benefit of each Underwriter, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and until amounts due and to become due in respect of the Offered Securities or otherwise under this Agreement have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues. Service of process upon AANAH in any such action, suit or proceeding shall be deemed in every respect service of process upon the Guarantor and the Bank. The Guarantor and the Bank hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, except as otherwise provided for in the Transaction Documents, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in the United States Federal courts located in The City of New York or the courts of the State of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 14 shall survive any termination of this Agreement, in whole or in part. (c) No Sovereign Immunity. To the extent that the Guarantor, the Bank or any of their properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at 33 any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the Transaction Documents or the Offered Securities, the Guarantor and the Bank hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consents to such relief and enforcement. (d) Judgment Currency. The Guarantor and the Bank agree to indemnify the Underwriters against any loss incurred by the Underwriters, as a result of any judgment or order given or made for any amount due hereunder or under the Offered Securities and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than U.S. dollars (the "Obligation Currency"), and as a result of any variation as between (i) the rate of exchange at which the Obligation Currency amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which an Underwriter is able to purchase the Obligation Currency with the amount of the Judgment Currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Guarantor and the Bank and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. In determining the rate of exchange, any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency shall be taken into account. Section 15. Effect Of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. * * * 34 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ABN AMRO Parties a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the ABN AMRO Parties in accordance with its terms. Very truly yours, ABN AMRO BANK N.V. By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: ABN AMRO HOLDING N.V. By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: ABN AMRO NORTH AMERICA HOLDING COMPANY By: ------------------------------------------- Name: Title: 35 ABN AMRO CAPITAL FUNDING LLC V BY: ABN AMRO NORTH AMERICA HOLDING COMPANY, as Sole Member By: ------------------------------------------- Name: Title: 36 ABN AMRO CAPITAL FUNDING TRUST V By: LASALLE FUNDING LLC, as Depositor By: ------------------------------------------- Name: Title: 37 CONFIRMED AND ACCEPTED, as of the date first above written: ABN AMRO INCORPORATED CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: 38 SCHEDULE A Name of Underwriter Number of Trust Prefferred Securities ------------------- ------------------------------------- underwriting (securities in 000s) - ---------------------------------------------------------------------------------------------------------- ABN AMRO Incorporated 5087.5 Citigroup Global Markets Inc. (physcial bookrunner) 5087.5 Merrill Lynch, Pierce, Fenner & Smith Incorporated 5065 A.G. Edwards & Sons, Inc. 5065 Morgan Stanley & Co. Incorporated 5065 Prudential Securities Incorporated 5065 UBS Securities LLC 5065 Wachovia Securities, Inc. 5065 Banc of America Securities LLC 1000 Lehman Brothers Inc. 1000 Wells Fargo Van Kasper, LLC 1000 - ---------------------------------------------------------------------------------------------------------- Management Group Subtotal 43,565 - ---------------------------------------------------------------------------------------------------------- Bear, Stearns & Co. Inc. 315 Charles Schwab & Co., Inc. 315 Deutsche Bank Securities, Inc. 315 Fahnestock & Co. Inc. 315 Goldman Sachs & Co. 315 H&R Block Financial Advisors, Inc. 315 J.P. Morgan Securities Inc. 315 McDonald Investments, Inc. 315 Quick & Reilly, Inc. 315 Raymond James & Associates, Inc. 315 RBC Dain Rauscher Inc. 315 TD Waterhouse Capital Markets LLC 315 U.S. Bancorp Piper Jaffray Inc. 315 - ---------------------------------------------------------------------------------------------------------- First Tier Syndicate Subtotal 4095 - ----------------------------------------------------------------------------------------------------------
SA-1 - ---------------------------------------------------------------------------------------------------------- Advest, Inc. 90 BB&T Investment Services Inc. 90 Blaylock & Partners, L.P. 90 C.L. King & Associates, Inc. 90 Credit Suisse First Boston LLC 90 Crowell Weedon & Co. 90 D.A. Davidson & Co. 90 Davenport & Company LLC 90 Doley Securities Inc. 90 Ferris Baker Watts Incorporated 90 J.J.B. Hilliard, W.L. Lyons, Inc. 90 Janney Montgomery Scott LLC 90 Legg Mason Wood Walker, Incorporated 90 Mesirow Financial, Inc. 90 Morgan Keegan & Company, Inc. 90 NatCity Investments, Inc. 90 Pershing 90 Robert W. Baird & Co. Incorporated 90 Ryan, Beck & Co., Inc. 90 Sandler O'Neill & Partners, L.P. 90 Southwest Securities, Inc. 90 Stifel, Nicolaus & Company, Incorporated 90 SunTrust Capital Markets, Inc. 90 Utendahl Capital Partners, L.P. 90 Wedbush Morgan Securities, Inc. 90 The Williams Capital Group, L.P. 90 - ---------------------------------------------------------------------------------------------------------- Second Tier Syndicate Subtotal 2340 - ---------------------------------------------------------------------------------------------------------- Total 50000 - ----------------------------------------------------------------------------------------------------------
SA-2 SCHEDULE B Final Terms and Conditions Issuer: ABN AMRO Capital Funding Trust V (the "Trust"), a Delaware statutory trust, is a direct wholly owned subsidiary of ABN AMRO North America Holding ("AANAH"), and is also an indirect wholly owned subsidiary of ABN AMRO Holding N.V. ("the Guarantor"). The sole assets of the Trust will be the LLC's Preferred Securities issued by the ABN AMRO Capital Funding LLC V (the "LLC"). The LLC is organized as a limited liability company under the laws of the State of Delaware and is a direct wholly owned subsidiary of the AANAH and an indirect wholly owned subsidiary of the Guarantor, and is the issuer of the Preferred Securities. The sole assets of the LLC will be the Intercompany Securities to be issued by the ABN AMRO Bank N.V. (the "Bank"). Guarantor: ABN AMRO Holding N.V., the holding company of the Bank, a limited liability corporation organized under the laws of The Netherlands, and its successors. Preferred Securities Ratings: A2/A (Moody's/Standard & Poor's) Pricing Date: June 26, 2003 Settlement Date: July 3, 2003 Maturity Date: Perpetual Offer Price: $25.00 per Trust Preferred Security SB-1 Securities Offered: 50,000,000 Noncumulative Guaranteed Trust Preferred Securities (the "Trust Preferred Securities") Gross Spread: 3.15% ($0.7875) Selling Concession: $0.50 Management Fee: $0.1575 Underwriting Fee: $0.13 Reallowance: $0.50 For Orders of 10,000 shares or more: 2.00% ($.50) Selling Concession: $.30 Management Fee: $.10 Underwriting Fee: $.10 Dividends: Dividends will be payable quarterly on the last day of September, December, March and June of each year commencing September 30th 2003, at a fixed rate per annum of 5.90% of the liquidation preference on a non-cumulative basis. Additional Amounts All payments in respect of the trust preferred securities will be made without withholding or deduction for or on account of any relevant tax, unless the withholding or deduction of such relevant tax is required by law. In that event, the Trust will pay, as further dividends, such additional amounts as may be necessary in order that the net amounts received by the holders of the trust securities after such withholding or deduction will equal the amount which would have been received in respect of the trust securities in the absence of such withholding or deduction. Optional Redemption: The Trust Preferred Securities will be redeemed in whole or in part upon the redemption of the LLC's Preferred Securities. The LLC's Preferred Securities may be redeemed with the prior approval of the Dutch Central Bank and the Guarantor at the option of the LLC on any dividend date occurring on or after July 3, 2008 at a redemption price equal to the liquidation preference plus any accumulated and unpaid Dividends. SB-2 Special Event Redemption: The LLC will have the right to redeem in whole but not in part the LLC Preferred Securities, and consequently the Trust Preferred Securities upon the occurrence of a Capital Event, Tax Event, or Investment Company Event prior to July 3, 2008 at a redemption price equal to the liquidation preference plus any accumulated and unpaid Dividends. If an Investment Company Event occurs with respect to the LLC, the LLC preferred securities may be distributed to the holders of the trust preferred securities. If the LLC preferred securities are distributed, the Guarantor will use its commercially reasonable efforts to cause the LLC preferred securities to be listed on the New York Stock Exchange and Euronext or on such other national securities exchange or similar organization as the trust preferred securities are then listed or quoted. Guarantee: The Guarantor will guarantee any payments with respect to Dividends and the Liquidation Preference of the Trust Preferred Securities and LLC Preferred Securities. The Guarantee constitutes an unsecured obligation of the Guarantor and will rank junior to all indebtedness of the Guarantor, pari passu with any parity guarantees and senior to its ordinary shares. Regulatory Event: If a Regulatory Event occurs, then the trust preferred securities issued by the Trust will be exchanged for perpetual, non-cumulative capital securities of ABN AMRO Bank N.V.. A Regulatory Event occurs when the Bank is notified by the regulator to the effect that at any initial intercompany security interest payment date, the Bank's capital adequacy ratio would, after such payment of such interest, be less than the minimum capital adequacy requirements as then applied and enforced by the regulator. Use of Proceeds: All of the proceeds from the sale of the Trust Preferred Securities will be invested by the Trust in the LLC Preferred Securities. The LLC will use the funds from the sale of the LLC Preferred Securities, together with funds contributed by ABN AMRO North America Holding, Inc, in return for the LLC Common Securities, to make an investment in the Initial Intercompany Securities issued by ABN AMRO Bank N.V. (the "Bank"). The Bank will use the proceeds from the sale of the Initial Intercompany Securities for general corporate purposes. Greenshoe Option: The underwriters may purchase up to an additional 5,000,000 trust preferred securities (10% of the total trust preferred securities offered) at the public offering price solely to cover over-allotments within 30 days. If the underwriters exercise this option in whole or in part, ABN AMRO Holding N.V. will pay underwriting commissions of $.7875 per additional trust preferred security so purchased. Listing: New York Stock Exchange and the Official Segment of the stock market of Euronext Amsterdam N.V. DRD Eligible: No CUSIP: 00372P203 ISIN: US00372P2039 Listing: NYSE SB-3 Exhibit A 1. Each of ABN AMRO Holding N.V., (the "Guarantor") and ABN AMRO Bank N.V. (the "Bank") has been duly incorporated and is validly existing as a public limited liability company under the laws of The Netherlands. 2. Each of the Guarantor and the Bank has the corporate power under its organizational documents to execute the Underwriting Agreement and the Transaction Documents to which it is a party and to perform its obligations thereunder. 3. Each of the Guarantor and the Bank has taken all necessary corporate action required by its Articles and by the laws of The Netherlands to authorize the execution of the Underwriting Agreement and the Transaction Documents to which it is a party and the performance of its obligations thereunder. 4. The execution by the Guarantor or the Bank, as the case may be, of the Underwriting Agreement and the Transaction Documents to which it is a party, and the performance by each of the Guarantor and the Bank of its respective obligations thereunder, will not violate the Guarantor's or the Bank's organizational documents or the laws of The Netherlands with general applicability to which the Guarantor and the Bank are subject. 5. (a) The choice of the laws of The Netherlands and, to the extent applicable, of the laws of the State of New York, United States of America, in the Guarantees and the Contingent Guarantee, (b) the choice of the laws of the State of New York, United States of America in the Underwriting Agreement, the Initial Intercompany Security and the Services Agreement and (c) the choice of the laws of the State of Delaware, United States of America in the other Transaction Documents (other than those referred to under (b)) is a valid choice of law and would be given effect by the courts of The Netherlands with respect to the obligations of the Guarantor and the Bank thereunder. 6. Assuming due authorization and execution by the Other Parties to the Transaction Documents to which the Guarantor or the Bank is a party and assuming execution of the Transaction Documents to which the Guarantor or the Bank is a party (a) by two members, acting jointly, of the managing board ("raad van bestuur") of the Guarantor or (b) validly and effectively on behalf of the Bank, as the case may be, the Transaction Documents to which the Guarantor or the Bank is a party constitute valid and binding agreements of the Guarantor and of the Bank, as the case may be, enforceable in accordance with their terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws of general applicability affecting creditor's rights and (b) rights of A-1 acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. 7. As the Guarantees by their terms are guarantees for the benefit of each Holder from time to time of a Trust Security or a LLC Preferred Security, as the case may be, and contain a provision to the effect that no rights thereunder shall exist for a Holder or former Holder other than those of such Holder with respect to the Trust Securities or LLC Preferred Securities held by him, it is our view that the rights of a Holder under the Guarantees, with respect to a Trust Security or a LLC Preferred Security, as the case may be, that is transferred to a subsequent Holder, will be transferred as a matter of law to that subsequent Holder, pursuant to Article 6:251 of the Dutch Civil Code ("DCC"). It should be noted, however, that we are not aware of any legal precedent concerning such a transfer, of any legal writer specifically addressing this issue nor of any previous application of this provision in a transaction comparable to the transaction contemplated by the Guarantees other than the transaction in respect of which a Registration Statement No. 333-9224 on Form F-3 was filed with the United States Securities and Exchange Commission (the "SEC") under the United States Securities Act of 1933, as amended (the "Securities Act"). Furthermore, Article 6:251 DCC is not applicable in the case of a transfer of a Trust Security or a LLC Preferred Security as a consequence of a general transfer ("onder algemene titel") of assets of a Holder (such as may be the case inter alia upon a legal merger or upon a person's death). In that case the rules applicable to such general transfer should decide as to the effects of such transfer on the rights under the Guarantees. 8. In addition to a transfer under Article 6:251 DCC a subsequent Holder of a Trust Security or a LLC Preferred Security, as the case may be, may, as long as the agreements pursuant to which the Guarantees are created continue unaltered, become entitled to the rights under the Guarantees with respect to that Trust Security or LLC Preferred Security, as the case may be, by accepting the third party beneficiary right ("derdenbeding") set forth in Section 5.09 of the Guarantees. As the third party beneficiary right is irrevocable and without consideration for the subsequent Holder pursuant to Section 5.09 of the Guarantees, such subsequent Holder is under paragraph 4 of Article 6:253 DCC deemed to have accepted such right, if he has become aware of the right and has not immediately rejected it. It should be noted that acceptance by a subsequent Holder of a Trust Security or LLC Preferred Security, as the case may be, of the rights under the Guarantees after the Guarantor has been declared bankrupt or become subject to a moratorium of payments or emergency regulations ("noodregeling") as referred to in chapter X of the Act on the Supervision of the Credit System ("Wet Toezicht Kredietwezen 1992") or otherwise has lost the legal capacity to enter into an agreement with the subsequent Holder will not be effective. A-2 9. No consent, approval, authorisation, registration or other action by, or filing with, any governmental authority of The Netherlands, is required as of the date hereof in connection with the execution by the Guarantor, the Bank or the Other Parties to the Underwriting Agreement and the Transaction Documents, and the performance by the Guarantor, the Bank and the other parties of their obligations thereunder or to ensure their enforceability or their admissibility in evidence in the courts of The Netherlands, except for notice requirements to The Netherlands Central Bank pursuant to the Act on Foreign Financial Relations and the rules and regulations promulgated thereunder. Failure to observe the requirements set forth in the preceding sentence does not affect the legality, validity or enforceability of any of the agreements referred to in the previous sentence. 10. The Other Parties are not in violation of the laws of The Netherlands, nor are they required under the laws of The Netherlands to obtain any license, permit, or other similar authorization or consent of or from the government of The Netherlands or any governmental subdivision thereof solely due to their entering into the Underwriting Agreement and the Transaction Documents to which they are a party. 11. It is not illegal in The Netherlands for the Guarantee Trustee (as defined in each of the Guarantees) and the Guarantee Trustee is not unqualified or incompetent in accordance with the laws of The Netherlands, to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on the Guarantee Trustee under articles 2, 3 and 4 of each of the Guarantees and the Contingent Guarantee. 12. It is not necessary that BNY Midwest Trust Company, acting in its capacity as the Guarantee Trustee under each of the Guarantees, should be licensed, qualified or otherwise entitled to carry on business in The Netherlands (i) in order to enable it to enforce its rights, or exercise any power, duty or obligation conferred or imposed on it, under each of the Guarantees (including, without limitation, its right to bring a claim or a proceeding on behalf of the Holders in a court of competent jurisdiction in The Netherlands to enforce the obligations of the Guarantor thereunder) or (ii) by reason of the execution of the Guarantees or the performance by the Guarantee Trustee of its obligations thereunder. A-3 Exhibit B 1. Each of the Guarantees, the Contingent Guarantee, the Declaration and the LLC Agreement have been qualified under the 1939 Act. 2. None of the ABN AMRO Parties is, or after giving effect to the offering and sale of the Offered Securities and the application of the net proceeds therefrom as described in the Prospectus, will be required to be registered as an "investment company" under the 1940 Act. 3. No consent, approval, authorization, order, registration or qualification of or with any federal or New York court or governmental agency or body is required under any statute, order, rule or regulation for the issue and sale by the Guarantor, the Trust and the LLC (the "Registrants") of the Offered Securities or the Contingent Guarantee, and the compliance by each ABN AMRO Party with the provisions of the Underwriting Agreement and each Transaction Document to which it is a party, except for (a) the registration under the 1933 Act of the Offered Securities and Contingent Guarantee, (b) qualification of the Guarantees, the Contingent Guarantee, the LLC Agreement and the Declaration under the 1939 Act and (c) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or "blue sky" laws in connection with the purchase and distribution of the Offered Securities and the Contingent Guarantee by the Underwriters. 4. The statements in the Prospectus under the captions "Prospectus Summary - - Introduction," "Prospectus Summary -- The Trust," "Prospectus Summary -- The LLC," "Prospectus Summary -- The Formation," "Prospectus Summary -- The Offering," "ABN AMRO Capital Funding Trust V," "ABN AMRO Capital Funding LLC V," "Description of the Trust Securities," "Description of the Perpetual Non-Cumulative Capital Securities," "Description of the LLC Securities," "Description of the Guarantee and the Contingent Guarantee", "Description of the Initial Intercompany Securities" and "Certain ERISA Considerations," insofar as such statements purport to constitute a summary of the terms of the Transaction Documents, constitute accurate summaries thereof in all material respects. 5. We hereby confirm (a) our opinion set forth in sub-section of the Prospectus captioned "Taxation -- U.S. Taxation" and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus under such caption is an accurate summary of the U.S. federal income tax matters described therein. 6. The Registration Statement has become effective under the 1933 Act and the Prospectus was filed on [____], 2003 pursuant to Rule 424(b) under B-1 the 1933 Act; to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened under the 1933 Act. 7. The Registration Statement and the Prospectus (other than the reports of experts pertaining to the financial statements and the financial statements and other financial and statistical information contained therein, as to which we express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, the 1939 Act, the 1933 Act Regulations and the 1939 Act Regulations. 8. Each document filed with the Commission pursuant to the 1934 Act (other than reports of experts pertaining to financial statements and the financial statements and other financial and statistical information contained in any document, as to which we express no opinion) that is incorporated by reference in the Prospectus, when so filed, complied as to form in all material respects with the requirements of the particular form of the Commission upon which it was filed. 9. The execution and delivery of the Underwriting Agreement and the Transaction Documents, the consummation of the transactions contemplated thereby and the compliance with the terms thereof do not and will not conflict with, violate or result in a breach of any of the terms or provisions of any existing applicable New York or federal law, rule or regulation, or any judgment order or decree of any New York court or federal court located in the State of New York, in each case known to us and having jurisdiction over the ABN AMRO Parties or any subsidiary thereof or any of their respective properties. 10. To our knowledge, there is no pending or threatened action, suit or proceeding before any New York or federal court or governmental agency, authority or body involving the ABN AMRO Parties or any of their subsidiaries of a character required to be disclosed in the Prospectus that is not adequately disclosed as required. 11. Sections 2, 3 and 4 of the Guarantees and the Contingent Guarantee each constitute a valid and binding agreement of Holding, enforceable against Holding in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 12. The Underwriting Agreement constitutes a valid and binding agreement of each ABN AMRO Party, enforceable against such ABN AMRO B-2 Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors' rights generally and by general principals of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 13. The Intercompany Securities, the Perpetual Non-Cumulative Capital Securities and the Services Agreement each constitute, or in the case of the Perpetual Non-Cumulative Capital Securities, will constitute, a valid and binding agreement of each ABN AMRO Party thereto, enforceable against such ABN AMRO Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors' rights generally and by general principals of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 14. Nothing has come to our attention that would lead us to believe that the Registration Statement (except for financial statements and schedules and other financial or statistical data included therein, as to which we make no statement), on the date declared effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and other financial or statistical data included therein, as to which we make no statement), at the date thereof or hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. B-3 Exhibit C 1. BNY Midwest Trust Company, as Property Trustee, Guarantee Trustee and Manager Trustee (collectively, the "BNY Trustee"), is a banking corporation organized and validly existing and in good standing under the laws of the State of New York and is authorized and qualified to accept the trusts imposed by the Declaration and to act as Property Trustee under the Declaration for the Trust Preferred Securities. 2. Each of the Transaction Documents has been duly authorized, executed and delivered by the BNY Trustee. C-1 EX-8.1 4 jul0203_ex0801.txt Exhibit 8.1 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 July 7, 2003 ABN AMRO Holding N.V. ABN AMRO Bank N.V Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands ABN AMRO Capital Funding Trust V ABN AMRO Capital Funding LLC V 135 South LaSalle Street Chicago, Illinois 60603 Ladies and Gentlemen: We have acted as special tax counsel to ABN AMRO Holding N.V., ABN AMRO Bank N.V., each a limited liability company incorporated under the laws of the Netherlands, ABN AMRO Capital Funding Trust V, a Delaware statutory trust, and ABN AMRO Capital Funding LLC V, a limited liability company organized under the laws of Delaware (each an "Issuer" and, collectively, the "Issuers"), in connection with the preparation and filing of a prospectus dated June 26, 2003 (the "Supplemental Prospectus") to registration statement number 333-104778 on Form F-3 (the "Registration Statement"). This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended (the "Act"). We have reviewed the discussion contained under the heading "Taxation -- U.S. Taxation" in the Supplemental Prospectus and confirm that it sets forth in full our opinion as to the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the trust preferred securities, subject to the conditions and limitations set forth therein. We hereby consent to the inclusion of this opinion and to the references to us under the heading "Taxation -- U.S. Taxation" in the Supplemental Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Davis Polk & Wardwell ------------------------------- Davis Polk & Wardwell -----END PRIVACY-ENHANCED MESSAGE-----