Exhibit
10.11


 





 


Fortis SA/NV


For the attention of Mr. Gilbert Mittler


Chief Financial Officer


Rue Royale 20


1000 Brussels


Belgium


 


Fortis N.V.


For the attention of Mr. Gilbert Mittler


Chief Financial Officer


Archimedelaan 6


3584 BA Utrecht


The Netherlands


 


16 May 2007


 


Dear Sirs


 


Re:         ABN
AMRO Holding N.V. - Standby Underwriting Commitment in favour of Fortis


 


1.             We are writing in connection with the proposed participation of Fortis
SA/NV and Fortis N.V. (together Fortis)  in
a consortium comprising Fortis, The Royal Bank of Scotland Group plc and Banco
Santander Central Hispano, S.A. (together, the Investors) formed for the sole purpose
of acquiring the entire issued and to be issued share capital of ABN AMRO
Holding N.V. (ABN AMRO)
(the Proposed Acquisition) on terms to be
agreed by the Investors. In order to finance Fortis’s participation in the
Proposed Acquisition, Fortis is contemplating effecting (and/or procuring that
one or more of its directly or indirectly owned entities effects) one or more
issuances of Relevant Securities (as defined below) to raise up to
EUR5,000,000,000 (the Financing Amount).


 


2.             On the basis of and subject to the terms of this letter, Merrill Lynch
International (MLI) hereby undertakes to underwrite one
or more issues of Relevant Securities by Fortis (and/or by one or more directly
or indirectly owned entities of Fortis, provided that any issue of Relevant
Securities by any such entity is fully and unconditionally guaranteed on a
subordinated basis by Fortis) to raise an amount not exceeding EUR5,000,000,000  in aggregate solely for the purposes of
financing Fortis’s participation in the Proposed Acquisition, and Fortis
undertakes to effect (and/or procure that one or more of its directly or
indirectly owned entities effects) such issues of Relevant Securities. For the
purposes of this letter, underwrite
means MLI subscribing for or procuring subscribers for the Relevant Securities.


 


3.             Fortis  hereby irrevocably
undertakes:


 


	
  Merrill
  Lynch International

  	
  Merrill
  Lynch Financial Centre

  	
  Tel:

  	
  020
  7628 1000

  
	
   

  	
  2
  King Edward Street

  	
   

  	
   

  
	
   

  	
  London
  EC1A 1HQ

  	
   

  	
   

  



 


Registered in England (No.
2312079). Registered Office: Merrill Lynch Financial Centre, 2 King Edward
Street, London EC1A 1HQ. VAT No. GB 245 1224 93.


A subsidiary of Merrill Lynch
& Co., Inc., Delaware, U.S.A. Regulated by The Financial Services Authority
Limited. Member of the London Stock Exchange.


 

















 


(a)           if the condition set out in paragraph 4 is fulfilled, to raise the
Financing Amount through (and/or to procure that one or more of its directly or
indirectly owned entities raises the Financing Amount through) one or more
issues of:


 


(i)        securities
eligible to be treated as part of the innovative or non—innovative tier 1
capital of the Fortis group by the Belgian Banking, Finance and Insurance
Commission (Commission bancaire financière
et des assurances/Commissie voor het bank-, financie-en assurantiewezen)
(Tier 1 Securities);
and/or


 


(ii)       undated
floating-rate equity-linked subordinated hybrid (FRESH) capital securities (FRESH Capital Securities);
and/or


 


(iii)      convertible
securities convertible into new Fortis unified shares each representing one
share in Fortis SA/NV and one share in Fortis N.V. (Convertibles and,
together with Tier 1 Securities, FRESH Capital Securities and any other capital
securities that Fortis and MLI jointly determine are Relevant Securities for
the purposes of this letter, Relevant Securities);


 


(b)           to take any and all actions which are necessary for the issue of such
Relevant Securities including, without limitation:


 


(i)        preparing
and submitting, or procuring the preparation and submission, to any applicable
stock exchange or exchanges or other regulatory authority or authorities in
such jurisdictions, if any, which may be agreed by Fortis and MLI at the time of
issue of the relevant Relevant Securities, a prospectus and/or other documents
(including but not limited to public notices) and obtaining any necessary
approvals and consents that may be required in connection with the issue of the
relevant Relevant Securities under any applicable law or regulation in such
jurisdictions;


 


(ii)       providing
MLI and its advisers with all documentation, data and other information as MLI
may reasonably request in connection with customary due diligence to be
performed for the purposes of the issue of the relevant Relevant Securities
(which, for the avoidance of doubt, shall include the obligation to procure all
necessary assistance from any of Fortis’s directly or indirectly owned entities
which will effect the issue of the relevant Relevant Securities in connection
therewith) and, upon reasonable notice and at reasonable times, reasonable
access to its (and any of Fortis’s directly or indirectly owned entities which
will effect the issue of the relevant Relevant Securities) officers, employees,
auditors, legal counsel, properties, offices and other facilities;


 


(iii)      prior
to executing the relevant Subscription Agreement(s) (as defined in paragraph 9(a)),
to convene and hold:


 


(A)          meetings of the boards of directors of each of Fortis SA/NV and Fortis
N.V. (and procure that Fortis’s relevant directly or indirectly owned entity or
entities convene a meeting or meetings of its or their boards of directors or
equivalent) at which the issue of the relevant 


 


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Relevant Securities (and, if
applicable, any subordinated guarantee or support agreement provided by Fortis)
is authorised; and


 


(B)           where relevant and to the extent necessary, extraordinary general
meetings of each of Fortis SA/NV and Fortis N.V. (and procure that Fortis’s
relevant directly or indirectly owned entity or entities convene an
extraordinary general meeting or extraordinary general meetings) at which the
issue of such number of shares as is necessary in connection with the issuance
of any Convertibles (or other convertible Relevant Securities) shall be
submitted for approval by shareholders;


 


(iv)     to
liaise, as reasonably requested by MLI or as otherwise may be necessary or
appropriate, with the relevant tax authorities, Standard & Poors and Moody’s
and the Belgian Banking, Finance and Insurance Commission (Commission bancaire financière et des
assurances/Commissie voor het bank, financie en assurantiewezen) in
connection with the tax, rating agency and regulatory treatment of the issue of
the relevant Relevant Securities;


 


(v)      that
where one or more of Fortis’s directly or indirectly owned entities will effect
any issue of Relevant Securities, Fortis will fully and unconditionally
guarantee such issue on a subordinated basis; and


 


(vi)     to
instruct Fortis’s (and its relevant directly or indirectly owned entity or
entities’) auditors in relation to the accounting work to be undertaken
(including the provision of comfort letters and, as applicable, opinions
customarily given by auditors and/or reporting accountants, as the case may be)
in connection with issues of the Relevant Securities in question.


 


4.             The obligations of MLI to underwrite any issue of Relevant Securities is
conditional upon the Investors making a formal offer for the entire issued and
to be issued share capital of ABN AMRO by no later than 30 September 2007.


 


5.             If the condition set out in paragraph 4 is not fulfilled, MLI’s
obligation to underwrite any issue of Relevant Securities shall terminate and
no party to this letter shall have any claim against any other party to this
letter for costs, damages, compensation or otherwise except that such
termination shall be without prejudice to any accrued rights or obligations
under the terms of this letter.


 


6.             If the condition set out in paragraph 4 is not fulfilled by
30 September 2007, the obligations of MLI to underwrite any issue of
Relevant Securities shall terminate and Fortis shall have no claim against MLI
for costs, damages, compensation or otherwise that arise in connection
therewith.


 


7.             If the formal offer by the Investors for the entire issued and to be
issued share capital of ABN AMRO (the ABN AMRO Offer) lapses or expires, or if the
Investors announce that the ABN AMRO Offer will not be made or has been
terminated, or if all of the conditions to 


 


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the
ABN AMRO Offer are not satisfied or waived by [30 September](1)
2007, this letter and the undertakings in it shall automatically terminate.


 


8.             Fortis and MLI acknowledge and agree that the terms of each issue of
Relevant Securities (including, for the avoidance of doubt and without
limitation, the identity of the issuer(s), the type of securities to be issued,
the issue price, the coupon, the term, the denomination, the issue size, the
status of the relevant Relevant Securities, the redemption terms, the negative
pledge, the events of default, the covenants, the undertakings, the call
provisions (if any), the conversion price (if relevant), the anti-dilution
provisions (if relevant), the structure of the issue and the security package
(if any)) will be determined by Fortis  and
MLI at the time of issue of the relevant Relevant Securities and Fortis and MLI
undertake and agree to (and, where it is anticipated that one or more of Fortis’s
directly or indirectly owned entities will effect an issue of Relevant
Securities, Fortis agrees to procure that such entity or entities, as the case
may be, will) determine those terms acting reasonably and in good faith and
taking account of, amongst other things, customary terms for issues of such
securities in the European market, the results of MLI’s due diligence exercise,
investor feedback, the then prevailing market conditions and the listing rules
of the stock exchange(s) on which the relevant issue of Relevant Securities is
to be listed and/or admitted to trading.


 


9.   (a)     Fortis
and MLI undertake and agree to (and, where it is anticipated that one or more
of Fortis’s directly or indirectly owned entities will effect an issue of
Relevant Securities, Fortis agrees to procure that such entity or entities, as
the case may be, will) negotiate reasonably and in good faith the terms and
conditions of the subscription agreement to be entered into in connection with
each issue of Relevant Securities (each a Subscription Agreement). Fortis and MLI agree
(and, where it is anticipated that one or more of Fortis’s directly or
indirectly owned entities will effect an issue of Relevant Securities, Fortis
agrees to procure that such entity or entities, as the case may be, will agree)
that the terms and conditions of any Subscription Agreement will be customary
for issues of Relevant Securities of the type proposed to be issued, including,
for example, the inclusion of an obligation for Fortis to prepare a prospectus
in compliance with Directive 2003/71/EC (the Prospectus Directive) and/or the
rules of the stock exchange(s) and/or other relevant regulatory authority
responsible for regulating the market or exchange on which the relevant issue
of Relevant Securities is to be listed and/or admitted to trading and meeting
customary international disclosure standards, the provision of customary
representations and warranties by Fortis (and, where it is anticipated that one
or more of Fortis’s directly or indirectly owned entities will effect the issue
of the relevant Relevant Securities, by such entity or entities), the provision
of comfort letters from Fortis’s auditors (and, where it is anticipated that
one or more of Fortis’s directly or indirectly owned entities will effect the
issue of the relevant Relevant Securities, by such entity’s or entities’
auditors) in respect of any financial statements of Fortis (or such entity or
entities) forming part of any prospectus, the provision of customary opinions
and disclosure letters from Fortis’s legal counsel (and, where it is
anticipated that one or more of Fortis’s directly or indirectly owned entities
will effect the issue of the relevant Relevant Securities, by such entity’s or
entities’ legal counsel), the provision of customary indemnities by Fortis
(and, where it is anticipated that one or more of Fortis’s directly or
indirectly owned entities will effect the issue of the relevant Relevant
Securities, by such entity or entities) in favour of MLI and any other banks 


 






(1)  MLI is willing to extend this date to
30 December 2007 to conform it to the date in the Standby Equity Underwriting
Letter.


 


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which may be party to that Subscription Agreement,
customary conditions, orderly market provisions and, subject to the immediately
following sentence, customary termination and force majeure provisions. In
respect of any issue of Relevant Securities made prior to the completion of the
ABN AMRO Offer, Fortis and MLI shall ensure that the termination and force
majeure provisions in any Subscription Agreement are aligned with any material
adverse change provisions in the ABN AMRO Offer, and agree that should any
inconsistency between such provisions subsist, the terms of the ABN AMRO Offer
shall prevail. In addition, the parties agree that any Subscription Agreement
will, if necessary, contain provisions to ensure that a Change of Control (as
defined in paragraph 18 below) does not occur or a breach of the relevant legal
or regulatory restrictions relating to a Change of Control does not occur. For
the avoidance of doubt, the term “customary” when used in this paragraph 9
shall mean customary (i) for issues of securities of the type proposed to be
issued, (ii) at the time the relevant Subscription Agreement is entered into,
(iii) for global investment banks of international repute of securities of
the type proposed to be issued which may involve a distribution of securities
into the United States or in the case of a Regulation S only issuance, a
distribution of securities outside the United States, and (iv) which is
consistent with any similar issues made by Fortis and subscribed by MLI.


 


(b)           Any termination of a Subscription Agreement shall be without prejudice
to MLI’s undertaking to underwrite one or more issues of Relevant Securities by
Fortis (and/or by one or more directly or indirectly owned entities of Fortis)
pursuant to paragraph 2. In the event of any such termination, Fortis and MLI
undertake and agree to negotiate reasonably and in good faith the terms and
conditions of a new Subscription Agreement on the basis set out in paragraph 9(a)


 


10.           If Fortis reasonably believes that MLI:


 


(a)           is not acting reasonably and in good faith or in accordance with
paragraph 8 above in relation to the determination of the issue price and/or
other key terms of the Relevant Securities; and/or


 


(b)           is not negotiating reasonably and in good faith the terms and conditions
of the relevant Subscription Agreement in accordance with paragraph 9 above,


 


Fortis
will notify MLI in writing of its belief and, if within 48 hours after receipt
thereof by MLI, there has not been reasonable and good faith action taken by
MLI to agree an issue price and/or the other relevant key terms of the relevant
Relevant Securities that are more commercially acceptable to Fortis,  Fortis may then seek to agree an issue
price and/or the other key terms (the Third Party Issue Terms)
and/or terms and conditions more favourable than those being offered by MLI
(the Third Party Terms), with a third
party or third parties. If Fortis is successful, it will notify MLI of those
Third Party Issue Terms and/or those Third Party Terms. If, within 48 hours
from receipt of such notice, MLI has not confirmed in writing its agreement to
lead manage (jointly or solely) and underwrite the issue of the relevant
Relevant Securities on the Third Party Issue Terms and/or to enter into the
Subscription Agreement on terms no less favourable to Fortis than the Third
Party Terms, then Fortis’s undertakings contained in paragraphs 3(a) and (b)
shall cease to apply and Fortis and MLI will cease to have any obligations
under this letter in relation to the relevant issue of Relevant Securities.


 


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11.           In respect of each issue of Relevant Securities, Fortis agrees to pay
(or procure that the same is paid) to MLI such commissions as are more
particularly set out in the relevant Subscription Agreement. Fortis hereby
acknowledges and agrees that the commissions in respect of any issue of
Relevant Securities shall be in an amount as shall be agreed between Fortis and
MLI at the time acting reasonably and in good faith and taking into account
commissions customarily paid to underwriters of issues of securities of the
type proposed to be issued.


 


12.           Fortis acknowledges and agrees that (a) MLI may arrange for the
offer of any Relevant Securities in the United States to persons reasonably
believed to be qualified institutional buyers (within the meaning of Rule 144A
(Rule 144A)
under the U.S. Securities Act of 1933, as amended (the Securities Act)) in
reliance on the exemption from the registration requirements of the Securities
Act provided by Rule 144A or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, and
(b) Relevant Securities offered outside the United States will be offered
in reliance on Regulation S under the Securities Act.


 


13.           Unless otherwise specified in this letter, each obligation of Fortis
under this letter is a joint and several obligation of Fortis SA/NV and Fortis
N.V.


 


14.           No variation of the terms of this letter shall be effective unless in
writing and signed by or on behalf of the parties.


 


15.           A person who is not party to this letter has no rights under the
Contracts (Rights of Third Parties) Act 1999.


 


16.           This letter is confidential and is not to be disclosed by you to nor
relied on by any other person, except that you may disclose a copy to your
advisers and to ABN AMRO and its advisers on a non-reliance basis, on the
condition that ABN AMRO agrees to keep the existence and contents of this
letter confidential. If you are asked by the relevant regulatory authority in
the Netherlands and/or in Belgium to disclose this letter to them, you may do
so subject to obtaining MLI’s prior written consent (not to be unreasonably
withheld).


 


17.           Without prejudice to MLI’s obligations to underwrite any issue of
Relevant Securities, if the issue or delivery of Relevant Securities pursuant
to a Subscription Agreement or the performance by MLI of its obligations under
a Subscription Agreement would give rise to a Change of Control, MLI will give
written notice to Fortis, and MLI and Fortis will consult together and take all
such steps as are necessary in order to ensure that a Change of Control does
not occur or a breach of the relevant legal or regulatory restrictions relating
to a Change of Control does not occur or that the relevant legal and/or
regulatory restrictions relating to a Change of Control are complied with (or
otherwise not breached).


 


18.           For the purposes of this
letter Change of Control
means any circumstances arising pursuant to which MLI acquires control of, or a
controlling interest or qualified participation in, Fortis SA/NV and/or Fortis
N.V.  as such terms are defined
under applicable Belgian and Dutch law or by any analogous provision of foreign
law or regulation.


 


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19.           This letter may be entered into in any number of counterparts and by the
parties to it on separate counterparts each of which when so executed and
delivered shall be an original, but all counterparts shall together constitute
one and the same instrument.


 


20.           This letter shall be governed by and construed in accordance with
English law and the parties submit to the exclusive jurisdiction of the English
Courts in relation to matters relating to this letter.


 


21.           Any notice in connection with this letter shall be in writing and shall
be validly effected to each of Fortis SA/NV and Fortis N.V. by notice to
Jeaninne Quaetaert, General Counsel, Rue Royale 20, B-1000 Brussels, and to MLI
by notice to H James O’Neil, Merrill Lynch International, Merrill Lynch
Financial Centre, 2 King Edward Street, London EC1A 1HQ.


 


22.           Please confirm your agreement with the terms of this letter by signing,
dating and returning the enclosed copy of this letter to H James O’Neil at MLI
(fax no.: + 44 20 7995-0662).


 


Yours
faithfully,


 


 


For
and on behalf of

Merrill Lynch International


 


	
  /s/
  Andrea Orcel

  	
   

  
	
  Name:
  

  	
  Andrea
  Orcel

  
	
  Title:

  	
  Head
  of Global Markets & Investment Banking Europe, Middle East & Africa

  
			



 


 


Accepted
and Agreed.


 


For
and on behalf of

Fortis SA/NV


 


	
  /s/ Jean-Paul Votron

  	
   

  	
  /s/ Gilbert Mittler

  	
   

  



 


Name:

Title:

Date:


 


Accepted
and Agreed.


 


For
and on behalf of

Fortis N.V.


 


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  /s/ Jean-Paul Votron

  	
   

  	
  /s/ Gilbert Mittler

  	
   

  



 


Name:

Title:

Date:


 


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