Exhibit 10.1


 


Note:
Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as “***.” A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.


 


Dated 28 May 2007


THE ROYAL BANK OF SCOTLAND GROUP PLC


and


BANCO SANTANDER CENTRAL
HISPANO, S.A.


and


FORTIS N.V. and FORTIS SA/NV


and


RFS HOLDINGS B.V.


CONSORTIUM AND SHAREHOLDERS’ AGREEMENT


 


Linklaters


LINKLATERS
LLP

One Silk Street

London EC2Y 8HQ


Telephone
(44-20) 7456 2000

Facsimile (44-20) 7456 2222


Ref
M. Middleditch


 

















 


 


	
  I.   Table of Contents

  	
   

  	
   

  



 


	
  Contents

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions and Interpretation

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Incorporation of Company

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Conduct of the Offer

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Subscriptions

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  The Restructuring

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  The Retained Group

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Governance

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Termination and Conditionality

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Determinations

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Representations and Warranties

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Provision of Information and Preparation of Accounts

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Transfer Restrictions for the Investors

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Further Funding

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  New Shareholders

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Distributions

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Confidentiality and Announcements

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Advisers and Costs

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Supremacy of this Agreement

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Entire Agreement and Non Reliance

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  General

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  Notices

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  Choice of law and arbitration

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 1 Investor Commitments

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 2 The Offer

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 1 Transfer of the Acquired
  Businesses

  	
   

  	
  41

  



 


i

















 


	
  Contents

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 2 The Acquired Businesses

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 3 The Retained Businesses

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 4 Employment

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 5 Pensions

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 6 Operations and Information
  Technology

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 7 Intellectual Property

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 8 Real Estate

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 9 Regulatory Matters

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 10 Tax Matters

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 3 — Part 11 Allocation of Capital

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 4 The Retained Business

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 5 Corporate Governance

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 6 Board Reserved Matters

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 7 Representations and Warranties

  	
   

  	
  100

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 8 Form of Deed of Accession

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 9 Permitted Disclosure

  	
   

  	
  103

  



 


ii

















 


This Agreement is made on 28 May 2007 between:


 


	
  (1)

  	
   

  	
  THE ROYAL BANK OF SCOTLAND GROUP PLC, a company incorporated in Scotland
  (registered no. SC45551), whose registered office is at 36 St Andrew Square,
  Edinburgh, EH2 2YE (“RBS”);

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  BANCO SANTANDER CENTRAL HISPANO, S.A., a company incorporated in Spain
  (registered at the Cantabria Commercial Registry), whose registered office is
  at Paseo de Pereda 9-12, Santander, Spain (“Santander”);

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  FORTIS N.V., a company incorporated in The Netherlands (registered no.
  300.72.145 at the Utrecht Trade Register), whose registered office is at
  Archimedeslaan 6, 3584 BA, Utrecht, The Netherlands and FORTIS SA/NV, a company incorporated in
  Belgium (registered no. 0.451.406.524), whose registered office is at 20 Rue
  Royale, Brussels B-1000, Belgium (together “Fortis”);
  and

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  RFS HOLDINGS B.V., a company incorporated in the Netherlands (registered no.
  34273228), whose registered office is at Strawinskylaan 3105, 1077 ZX
  Amsterdam, The Netherlands (the “Company”).

  
	
   

  	
   

  	
   

  



Recitals:


 


	
  (A)

  	
   

  	
  The
  Investors propose to invest in the Company, a limited company newly
  incorporated for the purpose of making an offer to acquire the whole of the
  issued share capital of ABN AMRO. It is proposed that the Offer will be
  announced by means of the Press Announcement.

  
	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  This
  Agreement regulates the relationship between the Investors and between the
  Investors and the Company, sets out the terms on which the Investors are
  willing to acquire Shares in the Company and on which the Investors and the
  Company are to effect the Offer, and governs the ongoing management of the
  Company, before and after the Offer Satisfaction Date.

  
	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  Subject
  to, and conditional on, the Offer Going Wholly Unconditional, the parties
  have reached agreement that certain assets of the ABN AMRO Group are to be
  transferred directly or indirectly to certain parties (or members of their
  respective Groups) and that certain arrangements are to be implemented in
  relation to the Retained Group, in each case on the terms, and subject to the
  conditions, set out herein.

  
	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
  Each
  of the Investors considers the acquisition of the respective Acquired
  Businesses to be in the best interests of the various businesses comprising
  the ABN AMRO Group and their individual shareholders, since they believe that
  the strategic fit with their assets and businesses will lead to substantial
  value creation and benefits. Accordingly, it is the intention of each of the
  Investors that the restructuring of ABN AMRO and resultant acquisition of the
  Acquired Businesses directly or indirectly by each of the Investors be
  effected in the most efficient way and as promptly as reasonably practicable
  in accordance with this Agreement, with the aim to create maximum value for
  their respective shareholders. Until such time as the reorganization of ABN
  AMRO is complete, the parties intend to operate the business in accordance
  with the Business Plan.

  



 

















 


It is agreed as follows:


 


1 Definitions and
Interpretation


 


1.1       Definitions


 


“ABN AMRO” means ABN AMRO Holding N.V.;


 


“ABN AMRO Accounts” means the audited
consolidated accounts of the ABN AMRO Group for the year ended 31 December 2006;


 


“ABN AMRO ADRs” means American Depositary
Receipts of ABN AMRO each representing one ABN AMRO Share;


 


“ABN AMRO Bank” means ABN AMRO Bank N.V.;


 


“ABN AMRO Group” means ABN AMRO and its
subsidiaries and subsidiary undertakings and “ABN
AMRO Group Company” shall be construed accordingly;


 


“ABN AMRO Shares” means ordinary shares in
the capital of ABN AMRO (including such shares underlying ABN AMRO ADRs) and
financial preference shares and formerly convertible preference shares in the
capital of ABN AMRO;


 


“Acquired Business(es)” in the case of each
Investor, means the businesses to be acquired directly or indirectly by that
Investor or a member of its Group pursuant to this Agreement as described in
Part 2 of Schedule 3, in each case including the Acquired Business
Assets relevant to that business but subject to the Liabilities, to the extent
that such Liabilities relate to such business;


 


“Acquired Business Assets” in the case of
each Acquired Business, means the Business Assets of that business;


 


“Acquired Business Manager” shall have the
meaning set out in Clause 7.5.1;


 


“Acquired Companies” in the case of each
Investor, means the members of the ABN AMRO Group to be acquired by that
Investor or a member of its Group pursuant to this Agreement and “Acquired Company” shall mean any one of
such members;


 


“Acquired Company Shares” means such of the
shares in the Acquired Companies as are held by any member of the ABN AMRO
Group or in which any member of the ABN AMRO Group is interested;


 


“Adjusted Consortium Proportions” means:


 


(a)   with respect
to RBS, 53.0988%; and


 


(b)   with respect
to Fortis, 46.9012%


subject
to adjustment in the event that there is an adjustment to the Consortium
Proportions;


 


“Affiliate” means in relation to any person,
its connected persons and any company which is its subsidiary or holding
company or another subsidiary of any such holding company from time to time;


 


“AFM” means the Autoriteit Financiële
Markten (The Netherlands Authority of the Financial Markets);


 


“Articles” means the current articles of
association of the Company or, following their adoption in accordance with
Clause 2.2, the New Articles or as the articles of association of the Company
may be subsequently altered from time to time in accordance with this
Agreement, and references in this Agreement to an “Article” shall be construed accordingly;


 


 


2

















 


“Assumed Equity Value” means


 


(a)   with respect
to the RBS Acquired Businesses taken as a whole, 97.485% of RBS’s Consortium
Proportion of the total value of the consideration payable under the Offer;


 


(b)   with respect
to the Santander Acquired Businesses taken as a whole, 97.485% of Santander’s
Consortium Proportion of the total value of the consideration payable under the
Offer; and


 


(c)   with respect
to the Fortis Acquired Businesses taken as a whole, 97.485% of Fortis’
Consortium Proportion of the total value of the consideration payable under the
Offer.


 


For
the purposes of this definition, the value of the consideration payable under
the Offer shall be calculated as at the Unconditional Date;


 


“Bank of Spain” means Banco de Espana;


 


“Board” means the board of directors of the
Company;


 


“Board Reserved Matter” means a matter
listed in Schedule 6;


 


“Business Assets” means, in the case of any
Acquired Business or the Retained Business, that business and the assets,
rights, benefits and other property owned by any member of the ABN AMRO Group
which are exclusively or principally used, and accounted for, by that business
as at the Unconditional Date (including the goodwill attached to such business
and including the shares of each member of the ABN AMRO Group the activities of
which exclusively or principally involve the carrying on of that business);


 


“Business Employees” means, in the case of
each Acquired Business or the Retained Business and at any particular time,
those employees of members of the ABN AMRO Group who are exclusively or
principally engaged in that business at the relevant time;


 


“Business Day” means a day (other than a
Saturday, Sunday or a public holiday) on which banks generally are open for
business in London, Amsterdam, Brussels and Madrid;


 


“Business Plan” means the business plan for
the Company’s Group to be adopted by the Board as soon as practicable but in
any event prior to the Offer Satisfaction Date and as amended or replaced by
the Board from time to time in accordance with this Agreement;


 


“Business Unit” means a business unit
through which the ABN AMRO Group carries on business, as described in the ABN
AMRO Accounts;


 


“CBFA”
means the Commission Bancaire Financière et Assurances;


 


“Chairman” means the chairman of the Board
of the Company from time to time, as appointed pursuant to Clause 7.2;


 


“Challenge” has the meaning given to it in
Clause 12.1.4(i);


 


“Companies Act” means the Companies Act
1985;


 


3

















 


“Completion” means, in the case of each
transfer of all or part of an Acquired Business or Acquired Company hereunder,
Completion of that transfer pursuant to the provisions of paragraph 4 of
Schedule 3 — Part 1;


 


“Completion Date” means, in respect of any
Completion, the date on which such Completion takes place, being the effective
date of any Legal Demerger or, in the case of a transfer of all or part of any
Acquired Business by way of sale and purchase, the date agreed between the
parties for such completion;


 


“Consortium Proportions” means:


 


(a)   with respect
to RBS, 38.2780%;


 


(b)   with respect
to Santander, 27.9117%; and


 


(c)   with respect
to Fortis, 33.8103%.


 


“Deed of Accession” means a deed
substantially in the form set out in Schedule 8;


 


“Default Interest Rate” means a rate equal
to LIBOR plus 100 basis points;


 


“Director” means a director of the Company;


 


“DNB” means De Nederlandsche Bank (the
Netherlands Central Bank);


 


“Encumbrance” means a mortgage, charge,
pledge, lien, option, restriction, right of first refusal, right of
pre-emption, third party right or interest, other encumbrance or security
interest of any kind or another type of agreement or arrangement having similar
effect;


 


“Fortis Acquired Businesses” means the
Acquired Businesses to be acquired directly or indirectly hereunder by Fortis
or a member of its Group as set out in Part 2 of Schedule 3;


 


“Fortis Acquired Companies” means the
companies to be acquired directly or indirectly hereunder by Fortis or a member
of its Group;


 


“Fortis Director” means, from time to time,
any Director appointed to the Board upon a nomination by Fortis, or a wholly
owned Group member of Fortis holding the F Shares, pursuant to Clause 7.1;


 


“Fortis Sub” means Fortis B.V., a company incorporated in the Netherlands with
registered address Archimedeslaan 6, 3584 BA, Utrecht, the Netherlands;


 


“FSA” means the Financial Services
Authority;


 


“F Shares” means the F Shares in the
Company, the rights of which are to be set out in the New Articles and which
are to be allotted to Fortis or a wholly owned member of its Group in
accordance with Clause 4;


 


“Group” means, in relation to any company,
its holding companies, subsidiaries and subsidiary undertakings and subsidiaries
or subsidiary undertakings of such holding companies from time to time (but, in
the case of RBS, shall exclude the Company and its subsidiaries and subsidiary
undertakings and, in the case of the Company, shall exclude RBS and its Group);


 


“holding company” means a holding company as
defined in section 736 and 736A of the Companies Act;


 


“ICC” means the International Chamber of
Commerce;


 


4

















 


“Initial Subscription Cost” means the
subscription amount of the Shares pursuant to the Subscription;


 


“Investor” means any one of RBS, Santander
and Fortis and “Investors” means
two or more of them as the context requires;


 


“Investor Commitment” means, in relation to
each Investor, the cash value set out against its name in column 2 of
Schedule 1 which shall, in the case of RBS, include the Investor Share
Commitment;


 


“Investor Share Commitment” means, in
relation to RBS, that number of RBS Shares which are to be issued by RBS to
shareholders of ABN AMRO whose ABN AMRO Shares are acquired pursuant to the
Offer, compulsory acquisition procedures or otherwise;


 


“Investor Director” means a director
appointed to the Board upon a nomination by one or more of the Investors in
accordance with Clause 7;


 


“Investor Group” means, in relation to an
Investor, that Investor and the members of its Group and “member of an Investor Group” shall be
construed accordingly;


 


“Issue Price” means the price agreed between
the Investors as being the issue price of any Shares to be issued pursuant to
this Agreement;


 


“Legal Demerger” means a division by
acquisition in accordance with Article 2 and/or 25 of the Sixth Company
Law Directive;


 


“Liabilities” means losses, liabilities,
costs, charges, actions, proceedings, claims, demands, duties and obligations
of every description, including fines and penalties, whether deriving from
contract, common law, statute or otherwise, whether present or future, actual
or contingent, known or unknown, ascertained or unascertained, claimed or
unclaimed, disputed or acknowledged and whether related to contracts or other
obligations which have been wholly or partly completed or performed and whether
owed or incurred severally or jointly and whether owed as principal or surety
and, in each case, whether incurred before or after Completion (including,
without limitation, accrued tax liabilities and regulatory fines);


 


“LIBOR” means:


 


(a)   the British
Bankers Association Interest Settlement Rate for Sterling and for a period most
closely approximating the period for which a LIBOR rate is required displayed
on the appropriate page of the Telerate screen, provided that if such page is
replaced or the Telerate service ceases to be available, the parties may agree
another page or service displaying the appropriate rate; or


 


(b)   (if no such
rate is available for the relevant currency or relevant period) the rate as
supplied to the parties at their request quoted by Barclays Bank plc to leading
banks in the London interbank market;


 


“New Articles” means the articles of
association of the Company proposed to be adopted in accordance with Clause
2.2;


 


“New Company” means the Company and any
company formed as part of or pursuant to the Restructuring (including any
reorganisation under Clause 5.1.2(ii));


 


5

















 


“Offer” means the offer to be made by the
Company for all of the issued and to be issued ABN AMRO Shares, as amended,
varied, revised, supplemented or extended in accordance with this Agreement;


 


“Offer Documents” means the documents which
together make, amend, vary, revise, supplement or extend the Offer (and related
transmittal documents), setting out the terms and conditions thereof, to be
issued by or on behalf of the Company;


 


“Offer Going Wholly Unconditional” means the
Offer becoming or being declared by the Company wholly unconditional;


 


“Offer Satisfaction Date” means the first
date on which the consideration due to holders of ABN AMRO Shares under the
Offer is deposited with the exchange agent for the Offer;


 


“Permitted Disclosure” means any disclosure
set out in Schedule 9;


 


“Potential Transfer Asset” means a Business
Asset which is exclusively or principally used, and accounted for, by the
Retained Business or by an Acquired Business to be acquired by an Investor (and
accordingly which is a Business Asset of the Retained Business or that Acquired
Business), but which another Investor wishes to acquire as part of an Acquired
Business to be acquired by it;


 


“Press Announcement” means the press
announcement which announces the Offer and its terms, to be released in
accordance with paragraph 1.1 of Schedule 2;


 


“Proceeding” means any proceeding, suit or
action arising out of or in connection with this Agreement or any other
Transaction Document;


 


“Purchaser” means an Investor or any member
of an Investor Group which that Investor nominates to be the company which is
to acquire all or any part of any Acquired Business to be acquired pursuant to
this Agreement by such Investor (or a member of its Group);


 


“Qualifying Group Payment” means, with
respect to each Acquired Company to be acquired by an Investor or a member of
its Group, a payment made on or after 31 December 2006 from any such
Acquired Company to any member of the Retained Group or to any Acquired Company
to be acquired by another Investor or a member of its Group by way of dividend
or other distribution (whether in cash or in specie), repayment of capital or
purchase of own share capital, provided that in the case of any such payment in
respect of which a provision shall have been made and reflected in the ABN AMRO
Accounts, the amount of the Qualifying Group Payment shall be limited to the
amount (if any) by which the relevant payment exceeds the provision made in
respect thereof as at such date and provided further that the payment of a
dividend or other distribution in a manner and amount consistent (in all
material respects) with the past practice of the relevant Acquired Company
shall not constitute a Qualifying Group Payment;


 


“Qualifying Group Transfer” means a transfer
of any assets on or after 31 December 2006 made between a member of the
Retained Group and any Acquired Company or between any Acquired Company to be
acquired by an Investor or a member of its Group and any Acquired Company to be
acquired by another Investor or a member of its Group (or, to the extent
ascertainable from the ABN AMRO Group’s accounting records, between Business
Units within the same entity that are to be acquired by different Investors) at
a value below the value at which the relevant assets were reflected in the ABN
AMRO Accounts and which, in any case, is material to the relevant Business
Unit;


 


6

















 


“RBS Acquired Businesses” means the Acquired
Businesses to be acquired directly or indirectly hereunder by RBS or a member
of its Group, as set out in Part 2 of Schedule 3;


 


“RBS Acquired Companies” means the companies
to be acquired directly or indirectly hereunder by RBS or a member of its
Group;


 


“RBS Director” means, from time to time, any
Director appointed to the Board upon a nomination by RBS, or a wholly owned
Group member of RBS holding the R Shares, pursuant to Clause 7.1;


 


“RBS Shares” means ordinary shares of 25p
each in the capital of RBS;


 


“Regulators” means the DNB, AFM, Bank of
Spain, CBFA, FSA and any other central bank or regulatory authority having the
responsibility for regulatory oversight over any member of the ABN AMRO Group
or an Investor;


 


“Restructuring” means the transactions to be
carried out under Clause 5 and Schedule 3;


 


“Retained Business” means, as described in
Part 3 of Schedule 3, the assets and undertakings of ABN AMRO and
each member of the ABN AMRO Group other than the assets and Liabilities which
form part of the Acquired Businesses, including shares in the members of the
Retained Group, but subject to such Liabilities as relate to such assets or
undertakings;


 


“Retained Business Shares” means the
Retained Business Shares in the capital of the Company, the rights of which are
to be set out in the New Articles and which are to be allotted to RBS, Fortis
and Santander (or wholly owned members of their Groups) in accordance with
Clause 4;


 


“Retained Group” means the ABN AMRO Group,
excluding the Acquired Companies;


 


“R Shares” means the R Shares in the capital
of the Company, the rights of which are to be set out in the New Articles and
which are to be allotted to RBS (or a wholly owned member of its Group) in
accordance with Clause 4;


 


“Santander Acquired Businesses” means the
Acquired Businesses to be acquired hereunder by Santander or a member of its
Group as set out in Part 2 of Schedule 3;


 


“Santander Acquired Companies” means the
companies to be acquired hereunder by Santander or a member of its Group;


 


“Santander Director” means, from time to
time, any Director appointed to the Board upon a nomination by Santander or a
wholly owned Group member of Santander holding the S Shares pursuant to Clause
7.1;


 


“SEC” means the US Securities and Exchange
Commission;


 


“Shareholder” means a holder of Shares from
time to time;


 


“Shares” means ordinary shares in the
capital of the Company which, for the avoidance of doubt, rank pari passu as to dividends and other
distributions, voting and return of capital or, following the adoption of the
New Articles, F Shares, R Shares, S Shares and/or Retained Business Shares, as
the context may require;


 


“S Shares” means the S Shares in the capital
of the Company, the rights of which are to be set out in the New Articles and
which are to be allotted to Santander (or a wholly owned member of its Group)
in accordance with Clause 4;


 


7

















 


“Subscription” means the subscription by the
Investors for Shares in accordance with Clause 4;


 


“Subscription Dates” means each date after
the Unconditional Date which the Company may notify to the Investors as being
the date(s) by which the Company requires funds to acquire any ABN AMRO Shares
held by persons other than the Company, whether pursuant to the Offer,
compulsory acquisition rules under Dutch Law or otherwise and “Subscription Date” shall mean any one of
such Subscription Dates;


 


“subsidiary” means a subsidiary as defined
in section 736 and section 736A of the Companies Act;


 


“subsidiary undertaking” means a subsidiary
undertaking as defined in section 258 of the Companies Act;


 


“Super Board Majority” means in respect of a
meeting of the Board or a committee of the Board, a decision agreed to by at
least one RBS Director, one Santander Director and one Fortis Director;


 


“Taxation” or “Tax” means all forms of taxation whether direct or indirect
and whether levied by reference to income, profits, gains, net wealth, asset
values, turnover, added value or other reference and statutory, governmental,
state, provincial, local governmental or municipal impositions, duties,
contributions, rates and levies (including without limitation social security
contributions and any other payroll taxes), whenever and wherever imposed
(whether imposed by way of a withholding or deduction for or on account of tax
or otherwise) and in respect of any person and all penalties, charges, costs
and interest relating thereto;


 


“Tax Agreement” means the agreement to be
entered into pursuant to Schedule 3 Part 10;


 


“Tax Correspondence” means computations and
returns relating to Taxation, claims, elections, surrenders, disclaimers,
notices and consents for Taxation purposes and any correspondence with any Tax
authority in relation thereto;


 


“Tax Dispute” means any contention by a Tax
authority (including by way of the issuance of any assessment or
correspondence) that a liability to Tax may arise or that a Tax Relief may not
be available;


 


“Tax Relief” includes any relief, loss,
allowance, exemption, set-off, deduction or credit in computing or against
profits or Taxation and any right to repayment of Taxation;


 


“Third Party Indebtedness” means all loans
and other borrowings in the nature of indebtedness (including all interest
thereon and in particular debt securities issued under any debt issuance
programme) owed or guaranteed by an Acquired Company or a member of the
Retained Group to persons other than an Acquired Company or a member of the
Retained Group;


 


“Trade Mark Licences” means the licences in
respect of the trade marks used by members of the ABN AMRO Group to be entered
into between the relevant members of the ABN AMRO Group and each of RBS,
Santander, Fortis and members of the Retained Group (as the case may be) as
provided for in Part 7 of Schedule 3;


 


“Transaction Documents” means this
Agreement, the Articles, the Business Plan, the Tax Agreement, the Trade Mark
Licenses and any other agreements entered into pursuant to this Agreement;


 


8

















 


“Transaction” means the Subscription, the
acquisition of ABN AMRO Shares pursuant to the Offer and the implementation of
the Restructuring;


 


“Transfer” means, in relation to any share,
loan note or other security or any legal or beneficial interest in any share,
to:


 


(a)   sell,
assign, transfer or otherwise dispose of it;


 


(b)   create or
permit to subsist any Encumbrance over it;


 


(c)   direct (by
way of renunciation or otherwise) that another person should, or assign any
right to, receive it;


 


(d)   enter into
any agreement in respect of the votes or any other rights attached to the share
other than by way of proxy for a particular shareholder meeting; or


 


(e)   agree,
whether or not subject to any condition precedent or subsequent, to do any of
the foregoing, and “Transferred”, “Transferor” and “Transferee” shall be construed accordingly;


 


“Transfer Conditions” means the conditions
set out in paragraph 1 of Part 1 of Schedule 3, being the conditions
precedent to the transfer of any Acquired Business;


 


“Transfer Taxes” means stamp duties and
taxes, stamp duty reserve tax, real estate transfer taxes, registration duties
and taxes and duties of a similar nature payable in respect of a direct or
indirect transfer of assets or shares;


 


“Unconditional Date” means the date of the
Offer Going Wholly Unconditional;


 


“VAT” means within the European Community
such tax as may be levied in accordance with (but subject to derogations from)
the Directive 2006/112/EC and outside the European Community any tax levied by
reference to added value or sales; and


 


“Wrong Box Asset” means a Business Asset
which, as at the Unconditional Date, is owned by a member of the Retained Group
but which is an asset which is exclusively or principally used, and accounted
for, by an Acquired Business (and accordingly should be an Acquired Business
Asset) or which is owned by an Acquired Company to be acquired by one Investor
but which is exclusively or principally used, and accounted for, by an Acquired
Business of another Investor or by the Retained Business (and accordingly
should be an asset of such Acquired Business or the Retained Business as the
case may be).


 


1.2       Interpretation


In
this Agreement, save where the context otherwise requires:


 


1.2.1    the singular includes the plural and vice versa and reference to any
gender includes a reference to all other genders;


 


1.2.2    headings and the use of bold typeface shall be ignored;


 


1.2.3    references to any enactment shall include references to such enactment
as it may, after the date of this Agreement, from time to time be amended,
supplemented or re-enacted save where any amendment or modification to such
enactment increases any liability under this Agreement or imposes obligations
which are additional hereto;


 


9

















 


1.2.4    unless otherwise expressly provided, expressions defined in the
Companies Act have the meanings there given to them;


 


1.2.5    a reference to a “party” is to a party to this Agreement for the time
being and a reference to the “parties” is, unless otherwise stated to the
contrary, a reference to all parties to this Agreement for the time being;


 


1.2.6    “including” and similar expressions are not to be construed as words of
limitation;


 


1.2.7    references to times of the day are to London time (unless otherwise
specified);


 


1.2.8    a person shall be deemed to be connected with another if that person is
connected with another within the meaning of Section839 ICTA 1988;


 


1.2.9    if a period of time is specified as from a given day, or from the day
of an act or event, it shall be calculated exclusive of that day;


 


1.2.10  any English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept
or thing shall in respect of any jurisdiction other than England be deemed to
include what most nearly approximates in that jurisdiction to the English legal
term and a reference to any English statute shall be construed so as to include
equivalent or analogous laws of any other jurisdiction;


 


1.2.11  a specific Transaction Document is a reference to that document as
amended, varied, novated, supplemented or replaced from time to time (other
than in breach of the provisions of this Agreement) or the relevant Transaction
Document; and


 


1.2.12  a document in the “agreed form” is a reference to a document in a form
approved and for the purposes of identification initialled by or on behalf of
the Investors and the Company.


 


1.3       Where a consent or approval is expressed in this Agreement to be
required of Directors, it may be given, without limitation and without
prejudice to the Articles at a board meeting at which the requisite quorum of
Directors is present (such quorum to be determined in accordance with the
provisions of this Agreement), provided that:


 


1.3.1    the relevant matter is recorded clearly in the minutes of that board
meeting as a matter which requires and has received the requisite level of
consent of the Directors in accordance with the terms of this Agreement; and


 


1.3.2    a copy of the board minutes of the relevant meeting has been
acknowledged in writing or countersigned as representing a true and accurate
record of the matters discussed and agreed at that meeting by those Directors
present.


 


1.4       The Schedules are part of this Agreement and shall have effect
accordingly, and terms defined therein and not in the main body of this
Agreement shall have the meanings given to them in such Schedules.


 


2      Incorporation of Company


 


2.1       Appointment of Directors and
Allotment of Shares


 


The
Investors have procured upon incorporation of the Company:


 


2.1.1    the appointment of:


 


10

















 


(i)    Mark Fisher
and Miller McLean as the first RBS Directors;


 


(ii)   José Antonio
Álvarez and Ignacio Benjumea as the first Santander Directors; and


 


(iii)  K.A.M. de
Boeck and A.M. Kloosterman as the first Fortis Directors; and


 


2.1.2    that 6,000 Shares with a nominal value of EUR 1 each were subscribed
for and allotted to each of RBS, Santander Holanda B.V. and Fortis Sub.


 


Each
Investor shall have equal Board representation until the Offer Satisfaction
Date.


 


2.2       Agreement and adoption of the New Articles


 


As
soon as reasonably practicable after the date hereof but in any event before
the Unconditional Date:


 


2.2.1    the parties shall negotiate in good faith and use all reasonable
endeavours to agree the form of, and have all Shareholders adopt a written
resolution to amend the Articles and execute a deed of amendment of the
Articles before a Dutch civil law notary, implementing the agreed form of the
New Articles;


 


2.2.2    the New Articles shall contain provisions
reflecting (i) that the Company is the vehicle to be used by Fortis, RBS
and Santander to acquire ABN AMRO and to give effect to the subsequent
Restructuring and (ii) the parties’ intention to implement the
Restructuring and to acquire their respective Acquired Businesses as promptly
as reasonably possible; and


 


2.2.3    the New Articles shall contain provisions
which are consistent with those contained in clauses 7.1 to 7.9 (other than
clause 7.3).


 


2.2.4    the New Articles shall include the rights of
the F Shares, R Shares, S Shares and Retained Business Shares. Such rights
shall include:


 


(i)    in respect
of income, the exclusive right to receive such dividends, distributions and
other payments as the Board may resolve to pay out of distributable profits
attributable to such class of shares, in each case in accordance with Clause 15
hereof;


 


(ii)   in respect
of capital, the exclusive right on a winding up or other return of capital to
receive the net assets attributable to such class of shares; and


 


(iii)  in respect of
voting, the right to cast one vote in respect of each share held.


 


In
the case of each class of shares, distributable profits or net assets (“Entitlements”) attributable to the relevant
class shall be those attributable to the Acquired Business to be acquired by
RBS (in the case of the R Shares), Fortis (in the case of the F Shares) and
Santander (in the case of the S Shares) and shall be those attributable to the
Retained Business (in the case of the Retained Business Shares). For the
avoidance of doubt, the Entitlements attributable to any Acquired Business or
the Retained Business shall include the proceeds of sale of any such business
(whether to the appropriate Investor or a third party).


 


3 Conduct of the Offer


 


The
provisions of Schedule 2 shall apply.


 


11

















 


4      Subscriptions


 


4.1       Application for and issuance of Shares


 


By
signing and exchanging this Agreement each of the Investors (on behalf of
itself and any nominee it nominates pursuant to Clause 4.8), subject to and in
accordance with this Agreement, agrees that it shall:


 


4.1.1    apply for and agree to accept the Shares to be subscribed for by it
pursuant to this Agreement, subject to the Articles;


 


4.1.2    procure that all Shareholders it controls shall exercise their voting
rights in general meetings of Shareholders of the Company or adopt a written
resolution to issue the Shares (to be) subscribed for by each of the Investors
pursuant to this Agreement and to exclude any pre-emptive rights the
Shareholders may have pursuant to law and/or the Articles in connection with
such issuance(s) of Shares; and


 


4.1.3    execute a deed of issuance of Shares before a Dutch civil law notary, in
each case to effect such issuance.


 


4.2       Classes of Share to be allotted


 


Each
Investor’s obligation to take up Shares under this Agreement shall be satisfied
by the Company:


 


4.2.1    in respect of 3.4383 per cent of the Shares to be allotted, by the
allotment of Retained Business Shares at the Issue Price to the Investors in
the Consortium Proportions; and


 


4.2.2    in respect of the balance of the Shares to be allotted, by the
allotment, in each case at the Issue Price, of R Shares to RBS, F Shares to
Fortis and S Shares to Santander in the Consortium Proportions.


 


4.3       Obligations on each Subscription Date


 


At 12.00 (CET) noon on each Subscription Date:


 


4.3.1    each Investor shall pay such amount into such account as shall be
notified to it in writing by the Company at least 3 Business Days prior to the
Subscription Date, for immediate value in the Netherlands in cleared funds, in
consideration for its subscription for Shares of the relevant class, such
amount (when added to all other amounts paid by such Investor under this
clause) not to exceed that Investor’s Commitment and to be consistent with its
Consortium Proportions which, if appropriate for this purpose, shall be reduced
in respect of RBS to reflect the proportion of the total consideration RBS is
to satisfy by the issue of RBS Shares;


 


4.3.2    RBS shall issue and allot the relevant number of RBS Shares forming
part of its Investor Share Commitment in accordance with the terms of the
Offer;


 


4.3.3    the Company shall issue, pursuant to a deed of issuance of Shares to be
executed before a Dutch civil law notary, and allot to each Investor or to a
wholly owned member of its Group the relevant number of Shares of the relevant
class (including, in the case of RBS, the allotment at the Issue Price of the
appropriate number of Shares to be allotted in consideration of the allotment
by RBS of the RBS Shares in accordance with Clause 4.3.2) and the Company shall
enter its name in the register of members of the Company of the relevant class
in respect thereof; and


 


12

















 


4.3.4    unless otherwise agreed by the Investors, the subscriptions under
Clause 4.2.2 are to occur simultaneously, on the terms set out below and
promptly so as to ensure that the Company is able to and will satisfy the
consideration payable under the Offer in accordance with its terms, and any
relevant legal or regulatory requirements.


 


4.4       No Opposition


 


Each
of the Investors severally undertakes that it shall not exercise its rights as
a shareholder or through its nominee directors of the Company to prevent the
Company from exercising its rights to enforce the obligations of the Investors
to subscribe for Shares in cash as set out in this Agreement. Notwithstanding
any other provision of this Agreement or any agreement or document to be
entered into in connection with it, the parties agree that: (i) upon the
Unconditional Date their respective obligations under this Clause 4 shall be
unconditional and irrevocable; and (ii) until the Company has satisfied
its obligations to pay to holders of ABN AMRO Shares the consideration due to
them, whether under the Offer, compulsory acquisition rules under Dutch law or
any relevant legal or regulatory requirement or otherwise, none of the parties
shall:


 


4.4.1    invoke any provision of this Agreement as a ground for refusing to
comply with its obligations under this clause 4;


 


4.4.2    exercise any right, power or discretion to terminate or cancel this
Agreement or its obligations under this clause 4;


 


4.4.3    have or exercise any right of rescission or similar right or remedy
which it may have in respect of this Agreement or its obligations under this
clause 4; or


 


4.4.4    exercise any right of set-off or counterclaim in respect of its
obligations under this clause 4.


 


4.5       Application of Subscription Monies


 


The
subscription monies received by the Company pursuant to this Clause 4 shall be
applied to fund any part of the cash consideration due under the Offer and any
part of the Company’s expenses incurred in accordance with this Agreement.


 


4.6       Terms of Allotment


 


All
Shares to be subscribed, allotted and issued in accordance with this Agreement
shall respectively be subscribed, allotted and issued fully paid and free from
all Encumbrances and with all the rights attaching to them pursuant to the
Articles or the New Articles, respectively.


 


4.7       Investors’ existing ABN AMRO Shareholdings


 


The
Investors and the Company agree to co-operate in good faith in order to
structure the Offer and/or to conduct themselves in a manner that avoids legal,
Tax or regulatory issues being caused to any Investor or any member of its
Group as a result of their existing holding of ABN AMRO Shares and the issue of
RBS Shares to such Investor or Group member pursuant to the Offer. Each
Investor undertakes that any ABN AMRO Shares which are owned and controlled by
it or any member of its Group will be assented to the Offer.


 


13

















 


4.8       Identity of Subscriber


 


It
is acknowledged that any Shares which any Investor is required to subscribe for
pursuant to this Clause 4 may also, on nomination by the relevant Investor, be
subscribed for by such person as would be permitted to be a Transferee pursuant
to Clause 12.1.2, subject to compliance with the requirements imposed on such a
Transferee pursuant to this Agreement. It is further acknowledged that, subject
to compliance with such requirements:


 


4.8.1    any Shares for which Santander is required to subscribe will be
subscribed for by Santander or Santander Holanda B.V.; and


 


4.8.2    any Shares for which Fortis is required to subscribe will be subscribed
for by Fortis or Fortis Sub.


 


5 The Restructuring


 


5.1       Restructuring Terms and Intentions


 


5.1.1    This clause 5 and Schedule 3 set out the principles and terms on
which the ABN AMRO Group shall be operated with effect from the Offer
Satisfaction Date and on which Acquired Businesses are proposed to be acquired
from the ABN AMRO Group directly or indirectly by RBS, Santander and Fortis or
members of their respective Groups. The parties acknowledge that the overriding
principle of this Agreement and the basis on which the Investor Commitments
have been determined is that each Investor shall acquire the assets and
Liabilities attributable to its Acquired Businesses as described in Part 2 of
Schedule 3. The provisions of this Agreement shall be construed in
accordance with this overriding principle.


 


5.1.2    The parties acknowledge and agree that:


 


(i)    they do not
know many of the key facts relating to the ABN AMRO Group, including the
precise identity and ownership of the Acquired Businesses and the Retained
Business or the extent to which parts of the ABN AMRO Group rely on or receive
services provided by other parts of the ABN AMRO Group or share assets or
services;


 


(ii)   there will
need to be a reorganisation of the ABN AMRO Group after the Unconditional Date
(i) with a view to ensuring, consistent with the provisions of
Schedule 3, that the Acquired Business Assets of each Acquired Business
can be managed and transferred in a manner which is as efficient as is
reasonably practicable for the relevant Investor from a Tax, regulatory, human
resources, financial and operational point of view, while minimising the impact
on any other Investor or its Acquired Business or the Retained Group and (ii)
with the aim of ensuring that each of the Investors shall achieve the profit
streams as used to calculate the valuation (as at the date of the ABN AMRO
Accounts) used by the Investors as the basis for the Offer; and


 


(iii)  they will
negotiate in good faith, and will use commercially reasonable efforts to apply
the principles set out in this Agreement (and in particular this Clause 5.1),
to resolve all issues arising out of or in connection with the management of
the Acquired Businesses or the Retained Business, after the Unconditional Date
and the Restructuring.


 


14

















 


5.1.3    The intention of the parties is that, after the Unconditional Date, the
management and acquisition by the individual Investors or members of their
respective Groups of the Acquired Businesses, the management of the Retained
Business and any reorganisation of the ABN AMRO Group prior to such acquisition
should be implemented in a manner that is:


 


(i)    consistent
with the principles set out in Schedule 3 and the Business Plan; and


 


(ii)   as efficient
for all parties and the ABN AMRO Group as is reasonably practicable from a Tax,
regulatory, human resources, financial and operational point of view taking
into account (in the case of Tax) the principles in Part 10 of
Schedule 3.


 


5.1.4    It is possible that:


 


(i)    one
Investor may be left as the owner of the companies forming the ABN AMRO Group
(excluding those to be acquired by the other two Investors and those forming
the Retained Business);


 


(ii)   accordingly,
that Investor would not actually acquire its Acquired Business directly; if
this occurs it is intended that, as between that Investor and the other
Investors, the terms of this Agreement will be applied as nearly as is
practicable as if that Acquired Business had been acquired from the ABN AMRO
Group and the terms of Schedule 3 shall be construed accordingly.


 


5.2       Due Diligence and Revisions


 


Pursuant
to the agreement, acknowledgments and intentions set out in or contemplated by
Clause 5.1, the parties shall:


 


5.2.1    seek to undertake as much due diligence as is permitted by ABN AMRO and
as is reasonably practicable with a view to ensuring, as far as and as soon as
reasonably practicable, that the assets and Liabilities forming part of each
Acquired Business are identified and that the disposal by the ABN AMRO Group of
each Acquired Business is effected in accordance with the principles of Clause
5.1 and Schedule 3;


 


5.2.2    as soon as reasonably practicable after the Unconditional Date and
subject to Clause 5.2.3 below, and to the extent necessary to reflect
(i) amendments to the terms set out in this Agreement or (ii) terms
agreed to be supplementary to the terms set out in this Agreement, negotiate in
good faith to finalise definitive agreements for the:


 


(i)    transfer to
each Investor or member of its Group of its Acquired Business;


 


(ii)   provision of
transitional or ongoing services between all or any of the Acquired Businesses
and the Retained Business or between two or more Acquired Businesses
(including, without limitation, information technology, operations and
infrastructure support services) which are reasonably necessary to conduct the
Acquired Businesses and the Retained Business on terms and in a manner which is
in accordance with Clause 5.7 and Schedule 3;


 


15

















 


(iii)  matters
referred to in paragraph 1.3 of Schedule 3 Part 6;


 


(iv)  allocation of
Taxes and Tax Relief and dealing with Tax Correspondence and Tax Disputes, as
provided for in Part 10 of Schedule 3;


 


(v)   granting of
trade mark licences as provided for in Part 7 of Schedule 3; and


 


(vi)  implementation
of such other matters as the parties consider appropriate,


 


in
each case on terms which are consistent with the intention and principles set
out in this Clause 5 and Schedule 3;


 


5.2.3    consider and negotiate in good faith any reasonable changes proposed by
an Investor to the arrangements contemplated by this Agreement or the
Transaction Documents (including, without limitation the terms of
Schedule 3) and that they will use their reasonable endeavours to consider
and agree any necessary amendments to this Agreement or the Business Plan or to
any other relevant document in order to give effect to such changes, where such
changes:


 


(i)    are
reasonably required:


 


(a)   in order to
assist in or facilitate the Tax, regulatory, human resources, financial or
operational planning of an individual Investor; or


 


(b)   if all or
part of an Acquired Business cannot sensibly be transferred to an Investor with
reasonable promptness after the Offer Satisfaction Date or at all; and


 


(ii)   do not or
are not (in the reasonable opinion of any of the Investors) likely to
materially prejudice the rights or powers or Tax, regulatory, human resources,
financial or operational position of another Investor, the Company or the ABN
AMRO Group;


 


5.2.4    consider and negotiate in good faith any reasonable changes proposed by
an Investor to the arrangements contemplated by this Agreement or the
Transaction Documents to take account of any acquisitions or disposals of
companies, businesses or undertakings since 31 December 2006.


 


5.3       Failure to agree


 


If
any of the terms of the definitive agreements to implement the Restructuring,
referred to in or contemplated by Clause 5.1 or 5.2 are not agreed between the
Investors within 180 days after the Unconditional Date (or within such
longer period as the Investors may agree), the matters in dispute shall, on the
application of any Investor, be determined in accordance with Clause 9.
Following agreement or determination of such terms, the parties agree that they
shall execute (or procure the execution of) such documents as may be required
to implement such terms.


 


5.4       Timing of the Restructuring


 


Taking
into account the intention to maximise the efficiency of the Restructuring from
a Tax, regulatory, human resources, financial and operational point of view, as
well as with the aim to maximise so far as reasonably practicable value to each
Investor and its shareholders, each party shall use all reasonable endeavours
to implement the Restructuring as soon as reasonably practicable after the
Unconditional Date. It is acknowledged that disposals by the ABN AMRO Group of
any of the Acquired Businesses need not be effected simultaneously.


 


16

















 


5.5       Accounting between the Parties


 


The
parties acknowledge that the operation of this Clause 5 and Schedule 3 is
likely to lead to a number of adjustments and payments between the parties
which, in the absence of agreement between the Investors, shall be determined
in accordance with Clause 9. The parties will put in place reasonable
arrangements to record such adjustments and the liability to make such payments
on the basis that, in order to avoid numerous de minimis matters having to be
dealt with, the Investors will settle (or procure that the relevant ABN AMRO
Group Companies settle) such Liabilities between themselves on a monthly basis
(unless otherwise agreed). Paragraph 1.1.8 of Schedule 3 Part 10
shall apply as regards the manner of making such payments and adjustments.


 


5.6       Adjustment of Assumed Equity Value


 


Notwithstanding
any other provision of this Agreement but without prejudice to Schedule 3,
no adjustment shall be made to the Assumed Equity Value of all or any part of
an Acquired Business.


 


5.7       Intra Group Arrangements


 


5.7.1    It is acknowledged that the Investors have agreed the Consortium
Proportions and their relative contributions to the Company based on the ABN
AMRO Accounts and that such accounts reflect the arrangements within the ABN
AMRO Group for the use of assets, facilities and services which were in place
during 2006.


 


5.7.2    Accordingly, if as of the Unconditional Date any Acquired Company or
any of the Acquired Businesses to be acquired by any one Investor (or a member
of its Group) uses any assets, facilities or services (including the management
and allocation of credit default swaps and other derivatives exposure) of any
member of the Retained Group or any Acquired Company or Acquired Business to be
acquired by any other Investor (or a member of its Group) or if any member of the
Retained Group uses any assets, facilities or services (including as aforesaid)
of any Acquired Company or Acquired Business the Investors shall, and the
Company shall procure that the Retained Group shall, following the
Unconditional Date, use their respective reasonable endeavours to procure that
such arrangements are continued to the extent necessary to enable the relevant
companies or businesses using such assets, facilities or services (including as
aforesaid) to carry on their business in the manner in which it is carried on
on the Unconditional Date. Notwithstanding any other provision of this
Agreement (to the intent that this sentence will prevail to the extent of any
inconsistency between this sentence and any other such provision), any such arrangements
shall (unless otherwise agreed between the Investors) be on the same terms
(including in relation to transfer pricing) as applied within the ABN AMRO
Group as at 31 December 2006.


 


5.7.3    Without prejudice to clause 5.7.2, the parties further agree that as
soon as reasonably practicable following the Unconditional Date, they shall
conduct a review of the basis on which such services are provided with a view
to identifying anomalous terms and inappropriate pricing so as to, where
appropriate, make recommendations for changes to the Board for consideration.


 


17

















 


6 The Retained Group


 


Each
of the parties agrees that, with respect to the Retained Group and the Retained
Business, the terms of Schedule 4 shall apply.


 


7 Governance


 


7.1       Appointment of Directors of the Company


 


With
effect from the Offer Satisfaction Date, the Board shall comprise four
Directors, who shall, subject to Clause 7.8, be nominated for appointment by
the Investors as follows:


 


•      RBS — two Directors (including the Chairman)


•      Santander — one Director


•      Fortis — one Director


 


Any
Investor Director may be proposed for appointment, suspension or removal by the
relevant Investor by written notice served on the Company and the other Investors.
In such event, the Investors and the Company shall promptly take such steps as
may be necessary to effect any such appointment, suspension or removal,
including but not limited to procuring that all Shareholders shall
(i) exercise their voting rights in a general meeting of Shareholders of
the Company or adopt a resolution in writing to appoint, suspend or remove the
relevant Investor Director and (ii) abstain from exercising their voting
rights in the general meeting of Shareholders of the Company or adopt a
resolution in writing in respect of the appointment, suspension or removal of
an Investor Director other than in accordance with a proposal to that effect in
accordance with this Clause 7 by the relevant Investor.


 


A
Director may appoint another Director as his proxy for any specified meeting of
the Board. In the case of the Fortis and Santander Directors, such proxy shall
not be resident for Tax purposes in the United Kingdom. Such proxy may attend
the specified meeting and exercise the votes of the Director who has appointed
him and such appointing Director may direct his replacement on how to exercise
such votes.


 


The
parties agree that:


 


7.1.1    no Santander Director shall be resident for tax purposes in the United
Kingdom; and


 


7.1.2    no Fortis Director shall be resident for tax purposes in the United
Kingdom.


 


7.2       Appointment of the Chairman


 


The
Chairman of the Board with effect from the Offer Satisfaction Date shall be Sir
Frederick Anderson Goodwin. Thereafter the Chairman shall be appointed by RBS
from amongst the RBS Directors appointed by RBS. The Chairman shall have a
casting vote.


 


7.3       Phase 1 Governance


 


The
parties agree that, subject always to the need to comply with all applicable
legal and regulatory requirements and with the fiduciary obligations of each
Director and of the Board of the Company, prior to the Offer Satisfaction Date,
all decisions of the Board (including all decisions relating to the conduct of
the Offer and any decisions relating to the waiver of any conditions to which
the Offer is subject or declaring such conditions to be satisfied) shall be
taken:


 


18

















 


7.3.1    subject to Clause 7.3.2, so as to be consistent with the provisions of
this Agreement; and


 


7.3.2    by Super Board Majority.


 


7.4       Phase 2 Governance


 


The
parties agree that, subject always to the need to comply with all applicable
legal and regulatory requirements and with the fiduciary obligations of each
Director and of the Board of the Company, with effect from the Offer
Satisfaction Date, the Company and the ABN AMRO Group shall be managed, and the
governance of the Board shall be conducted in accordance with, the following
principles:


 


7.4.1    unless otherwise provided in this Agreement, Board decisions shall be
taken by majority vote and so as to be consistent with the provisions of this
Agreement;


 


7.4.2    the RBS Acquired Business shall be managed by such person(s) as may be
appointed pursuant to Clause 7.5 (subject as provided in Clause 7.5.5);


 


7.4.3    the Santander Acquired Business shall be managed by such person(s) as
may be appointed pursuant to Clause 7.5 (subject as provided in Clause 7.5.5);


 


7.4.4    the Fortis Acquired Business shall be managed by such person(s) as may
be appointed pursuant to Clause 7.5 (subject as provided in Clause 7.5.5);


 


7.4.5    the Board shall procure that there is reasonable consultation with each
Investor on all matters which relate to its Acquired Business or to the
Retained Business.


 


7.5       Management of the Acquired Businesses


 


7.5.1    Subject to the remaining provisions of this Clause 7.5, the Acquired
Businesses shall be managed by such persons as may be appointed by the Board
(each such person, an “Acquired Business
Manager”). If at any time an Investor’s Acquired Businesses have no
Acquired Business Manager (whether due to lack of appointment, resignation,
dismissal or otherwise), the Investor to whose Acquired Businesses the vacancy
relates shall be entitled (following discussion at the remuneration and
nomination committee referred to in Clause 7.15) to propose to the Board a list
of no less than three candidates that it considers are appropriate and have
requisite experience for the vacant position. The relevant Investor may
indicate to the Board an order of preference for the candidates.


 


7.5.2    The Board will appoint one of the candidates proposed by the relevant
Investor to be the Acquired Business Manager unless it has reasonable grounds
not to do so.


 


7.5.3    If the Board decides on reasonable grounds not to appoint any of the
candidates proposed by the relevant Investor in respect of a vacancy, a
candidate identified by the Board shall be appointed as the Acquired Business
Manager for that Investor’s Acquired Businesses by a majority decision of the
Board as soon as reasonably practicable.


 


7.5.4    Any Acquired Business Manager appointed by the Board from time to time
shall be appointed on terms determined by the Board that are standard for a
senior executive responsible for the management of a substantial business unit
of a multi-national banking business. All Acquired Business Managers shall also
be required to manage the relevant Acquired Businesses in accordance with the
terms of this Agreement.


 


19

















 


7.5.5    The Board shall delegate the responsibility for day to day management
of the Acquired Businesses in the ordinary course to the respective Acquired
Business Managers bearing in mind the context of the parties’ intention to
implement the Restructuring pursuant to Clause 5 and the Investors’ economic
interests pursuant to their Shareholdings. Such delegation shall however be
subject to the Board retaining control of the financial and operating policies
of the Company and to such safeguards and controls as may be reasonably
appropriate for regulatory purposes. Subject to such conditions, the Acquired
Business Managers shall be entitled to delegate such parts of their authority
as they consider appropriate (acting reasonably) to such person or persons as
they consider appropriate.


 


7.5.6    Subject to an obligation to act reasonably if it does so, the Board
shall have the power to remove any Acquired Business Manager. If the Investor
whose Acquired Businesses are being managed by an Acquired Business Manager
wishes the Acquired Business Manager to be removed, it shall be entitled to
make representations to the Board and the Board shall act in accordance with
the relevant Investor’s wishes unless it has reasonable grounds to object to
them. Upon any such removal, the provisions of this clause 7.5 shall apply in
respect of the appointment of a replacement.


 


7.6       Other Senior Managers


 


Notwithstanding
Clause 7.5, the Board shall procure that each of the individuals nominated to
senior management positions in the ABN AMRO Group shall exercise their duties
in a reasonable manner, bearing in mind the context of the parties’ intention
to implement the Restructuring pursuant to Clause 5 and to maximise the joint
and several economic interests of the Investors.


 


7.7       Board Reserved Matters


 


The
Company undertakes for the benefit of each Investor that none of the Board
Reserved Matters shall be carried out without the approval of the Super Board
Majority.


 


7.8       Regulation of Board Meetings


 


Board
meetings of the Company shall be conducted in accordance with the provisions in
Part A and Part C of Schedule 5 and other matters relating to
the Board shall be regulated in accordance with Part D of Schedule 5.


 


7.9       Regulation of Shareholder Meetings


 


General
meetings shall be conducted in accordance with the provisions in Part B
and Part C of Schedule 5.


 


7.10     Tax Matters


 


The
Investors agree that they will use all reasonable endeavours to ensure that the
Company is resident for tax purposes in the Netherlands and not in any other
jurisdiction.


 


20

















 


7.11     Investor Directors


 


Each
of the Investors shall procure that its Investor Directors shall act in
accordance and in a manner consistent with the terms of this Agreement (subject
only to them not being in breach of their fiduciary duties as a result),
including but not limited to exercising their voting rights in meetings of the
Board or otherwise.


 


7.12     Shareholders Interests


 


It
is agreed that the Company will be managed in good faith in the interests of
all Shareholders.


 


7.13     Voting Trust


 


The
parties shall procure that the Shareholders shall at all times exercise their
voting rights in the general meeting of Shareholders of the Company so as to
ensure, or shall otherwise procure, that full effect is given to the terms of
this Agreement.


 


7.14     Accounting Policies


 


The
accounting policies of the Company and its Group for use in the Company’s own
accounts and in its Group consolidated accounts shall be determined by the
Board. Subject to this and to the application of the Group’s accounting
policies on consolidation of the individual Acquired Companies’ accounts into
the Company’s consolidated accounts, each Investor shall be entitled to
determine the accounting policies used in the individual accounts of each of
its Acquired Companies.


 


7.15     Remuneration and Nomination Committee


 


The
Investors shall procure that, with effect from the Offer Satisfaction Date,
there is established a committee which shall comprise equal numbers (two in
each case unless otherwise agreed) of representatives of each of the Investors,
the role of which shall be to make recommendations to the Board concerning
(a) nominations of individuals to senior management positions in the ABN
AMRO Group and (b) the remuneration of managers within the ABN AMRO Group.
Such recommendations shall only be effective if agreed unanimously by such
committee. Such committee shall not be deemed to be a committee of the Board
and the Board shall not be obliged to follow any such recommendations but shall
consider such recommendations acting reasonably. Any member of such committee
may convene a meeting of such committee on not less than five Business Days’
notice (unless otherwise agreed by the Investors). The quorum for any meeting
of such committee shall be three, comprising at least one representative of
each of the Investors.


 


7.16     Business Plan


 


The
parties shall cooperate to procure that, as soon as reasonably practicable
after the date of this Agreement, a Business Plan is produced for approval by
the Board.


 


7.17     Human Resources Steering Group


 


Notwithstanding
the fact that Part 4 of Schedule 3 generally only applies with effect
from the Offer Satisfaction Date, the provisions of paragraphs 15 to 19 of
Part 4 of Schedule 3 shall apply from the date of this Agreement.


 


8 Termination and
Conditionality


 


8.1       Termination


 


Save
as specified in this Agreement, this Agreement shall terminate only:


 


21

















 


(i)    with the
unanimous written consent of the Investors;


 


(ii)   with
immediate effect without notice on any date after Subscription that all of the
Shares are legally owned by one Investor or members of its Group;


 


(iii)  on the
failure of the Press Announcement to be released in accordance with paragraph
1.1 of Schedule 2 on or before 31 May 2007 (or such later date as the
Investors may agree);


 


(iv)  if the Offer
lapses or is withdrawn; or


 


(v)   if the
shareholders of any Investor deny an approval for the Offer or the Transaction
as required pursuant to Clause 8.2 below.


 


The
following provisions of this Agreement shall survive termination of this
Agreement: Clause 1 and Clauses 18 to 22. Termination shall not affect a party’s
rights and obligations which have accrued as at the date of such termination.


 


8.2       Conditionality


 


The
parties acknowledge that some or all of the Investors may require approval of
the Offer and/or the Transaction (or any part thereof) by their shareholders
before being able to perform certain of their obligations pursuant to this
Agreement. Accordingly and without prejudice to the effectiveness of all other
provisions of this Agreement, the Investors’ obligations pursuant to Clauses 4,
5, 6 and 13 shall be conditional upon the relevant shareholder approvals being
obtained. The Investors agree to seek any approval required from their
respective shareholders for the full implementation of this Agreement at the
same time as any required approval of the terms of the Offer is sought (all
approvals in any event to have been sought before the Unconditional Date) and
agree to use all reasonable endeavours to procure that such approvals are
obtained from their respective shareholders as soon as reasonably practicable
in the context of the overall expected timetable for the Offer.


 


9 Determinations


 


9.1       Any
matter which this Agreement expressly states shall be determined in accordance
with this Clause 9 shall first be referred for agreement to the Chief Executive
of each Investor (or such persons as they may nominate for the purpose). If
agreement is not reached within 40 Business Days of such referral the matter
will, on the application of any Investor, be determined by the Independent
Accountants. For the purposes of this Agreement, the Independent Accountants
shall be a firm of independent chartered accountants of international repute,
selected as soon as reasonably practicable by a unanimous decision of the
Investors (acting reasonably and without delay) for the purposes of this Clause
9, or failing such agreement within 10 Business Days, nominated on the
application of any Investor by the President for the time being of the
Institute of Chartered Accountants in England and Wales (the “Independent Accountants”). The Independent
Accountants shall be fully briefed by the Investors as to their intended role
as soon as reasonably practicable after their appointment and shall be engaged
by the Company to deal with all matters referred to them in accordance with
this Clause 9. The parties shall use all reasonable endeavours to agree the
terms of engagement of the Independent Accountants and shall not unreasonably
withhold consent to the entry into by the Company of an engagement letter with
the Independent Accountants on normal market terms, (including provisions
relating to the indemnification by the Company of the Independent Accountants against
Liabilities arising out of their engagement and the exclusion of liability of
the Independent Accountants for their acts or omissions, subject in both cases
to exceptions).


 


22

















 


9.2       In
making any determination pursuant to this Agreement, the Independent
Accountants shall act as experts and not arbitrators and their determination
shall be final and binding in the absence of manifest error. The fees and costs
of the Independent Accountants incurred in connection with this Agreement shall
be borne as they shall direct or, failing such direction, equally between the
Investors which are parties to the determination.


 


9.3       For the
purpose of the Company and the Investors (including any matter between two or
more Investors) agreeing any matter pursuant to this Agreement or for the
purposes of any determination of any matter by the Independent Accountants,
each Investor and the Company shall procure that the other(s), its/their
advisers and (where applicable) the Independent Accountants shall be given
reasonable access at reasonable times to the books and records relating to such
matter which are in its possession or control, or the possession or control of
any of its subsidiaries, and shall procure that the other(s), its/their
advisers and (where applicable) the Independent Accountants are allowed to take
copies of such books and records and the Company shall procure that ABN AMRO
takes such actions as are necessary for the Company or an Investor to comply
with its obligations under this Clause 9.3.


 


9.4       Except
to the extent that the parties agree otherwise, the Independent Accountants
shall determine their own procedure, but:


 


9.4.1    shall make their determination pursuant to the provision of this
Agreement as soon as is reasonably practicable;


 


9.4.2    the procedure of the Independent Accountants shall:


 


(i)    give the
relevant parties a reasonable opportunity to make written and oral
representations to them;


 


(ii)   require that
the relevant parties supply each other with a copy of any written
representations at the same time as they are made to the Independent
Accountants; and


 


(iii)  permit each
relevant party to be present while oral submissions are being made by any other
party (save to the extent that the Independent Accountants determine that this
would lead to a breach of confidence or the divulging of business secrets by
any party).


 


9.5       The
determination of the Independent Accountants pursuant to Clause 9.1 shall be
made in writing and made available for collection by the parties at the offices
of the Independent Accountants at such time as they shall determine and, unless
otherwise agreed by the parties, include reasons for each relevant
determination.


 


9.6       The
parties shall co-operate with the Independent Accountants and comply with their
reasonable requests made in connection with the carrying out of their duties
under this Agreement.


 


9.7       Subject
to Clause 9.8, nothing in this Clause 9 shall entitle a party or the
Independent Accountants access to any information or document which is
protected by legal professional privilege, or which has been prepared by the
other party or its accountants and other professional advisers with a view to
assessing the merits of any claim or argument.


 


23

















 


9.8       A party
shall not be entitled by reason of Clause 9.7 to refuse to supply such part or
parts of documents as contain only the facts on which the relevant claim or
argument is based.


 


9.9       Each
party and the Independent Accountants shall, and shall procure that its and
their advisers shall, keep all information and documents provided to them
pursuant to this Clause 9 confidential and shall not use the same for any
purpose, except for use in connection with the proceedings of the Independent
Accountants or another matter arising out of this Agreement or in defending any
claim or argument or alleged claim or argument relating to this Agreement or
its subject matter.


 


9.10     The
Independent Accountants shall be entitled to obtain financial, legal, actuarial
or other specialist advice as they may consider necessary or desirable for the
purpose of fulfilling their obligations hereunder and the costs of obtaining
such advice shall be met as provided in Clause 9.2.


 


9.11     Any
challenge to a determination by Independent Accountants on the basis of
manifest error shall be resolved by arbitration in accordance with Clause 22.


 


10   Representations and
Warranties


 


Each
of the Investors represents and warrants to each of the other parties on the
terms set out in Schedule 7 as at the date of this Agreement.


 


11   Provision of Information and
Preparation of Accounts


 


11.1     The
Company shall procure that, with effect from the Unconditional Date, each
Investor is supplied with such information relating to, and such access to,
(i) the Acquired Business to be acquired by it or (ii) the Retained
Business as it may reasonably require but not to the extent that any such
sharing of such information is in breach of any applicable legal and regulatory
requirements.


 


11.2     Each of
the Investors shall share with the other Investors information received by it
relating to the Acquired Business to be acquired by it to the extent reasonably
necessary to implement the provisions of this Agreement (including Clause 5 and
Schedule 3) or to the extent that such information relates also to the
Retained Business or to the extent necessary to enable any other Investor to
comply with its legal and regulatory obligations but not to the extent that any
such sharing of such information is in breach of any applicable legal and
regulatory requirements.


 


11.3     The
Company shall, subject to applicable legal and regulatory requirements, supply
each Investor with all information and documents necessary or desirable to
enable it to give proper consideration over a reasonable period to any proposed
transaction or matter on which its approval or consent is sought or required
under the terms of this Agreement.


 


11.4     The
Company shall direct the auditors of the Company or other relevant advisers to
supply such information to each Investor that is reasonably required to comply
with its obligations under this Clause 11.


 


11.5     An
Investor may pass information on to those persons to whom the Investors are
entitled to pass information under Clause 16.


 


11.6     Each of
the Investors shall ensure that information provided to it relating to any
Acquired Business (other than the Acquired Business to be acquired by it) is
used only for the purpose of implementing the provisions of this Agreement
(including Clause 5 and Schedule 3) or for compliance with applicable
legal or regulatory obligations.


 


24

















 


11.7     The
Company shall prepare such audited consolidated financial information in
relation to the Company and its Group as is determined by the Board to be
required for the purposes of complying with the Company’s and its Group’s
obligations to prepare statutory accounts in accordance with Dutch generally
accepted accounting principles and/or International Financial Reporting
Standards (with the latter in any event being applied in relation to the
Company’s Group’s audited consolidated financial information) and for the
purposes of the accounts of the Company and its Group being consolidated into
the consolidated accounts of RBS. In addition, the Company shall prepare such
financial information as the Investors require for their consolidated accounts
as set out in Clause 11.8 below.


 


11.8     The Board
shall procure the production and distribution to the Investors of the following
accounting information relating to the affairs of the Company and its Group:


 


11.8.1  prepared in accordance with International Financial Reporting Standards
and the Company’s and its Group’s accounting policies:


 


(i)    consolidated
monthly management accounts which will comprise an income statement, balance
sheet and statement of change in equity;


 


(ii)   a
consolidated income statement, cash flow statement, balance sheet and statement
of change in equity in respect of each quarter, including such notes and disclosures
as are required by the Investors for their own financial reporting
requirements; and


 


(iii)  a
consolidated income statement, cash flow statement, balance sheet and statement
of change in equity in respect of each financial year including such notes and
disclosures as are required by International Financial Reporting Standards;


 


11.8.2  in respect of the accounting information referred to in Clause 11.8.1
above, a schedule detailing, in relation to the relevant Investor’s Acquired
Businesses and the Retained Business, the adjustments required to the
accounting information being distributed to Investors to reconcile them to the
Investor’s accounting policies (subject to having been provided with sufficient
details of the relevant Investor’s accounting policies to enable the production
of such a schedule); and


 


11.8.3  such other financial information as Investors may reasonably request
for their own regulatory compliance, tax and other requirements.


 


11.9     The
financial information to be prepared pursuant to Clause 11.8.1 shall be
segmented to show the Entitlements of RBS, Santander and Fortis in accordance
with the rights attaching to the R Shares, the S Shares, the F Shares and the
Retained Business Shares. The Company agrees that, to the extent reasonably
practicable, it will provide the information to be provided by it pursuant to
Clause 11.8 within such timeframes as may reasonably be requested by the
Investors for the purposes of meeting their own financial reporting
requirements.


 


11.10  The financial information to be prepared pursuant to Clauses 11.8.1 to
11.8.3 and 11.9 (other than the financial information specified in Clause
11.8.1(i)) shall be subject to a review by the Company’s auditors on a
quarterly basis resulting in a quarterly review opinion and an annual audit
conducted in accordance with International Standards on Auditing (resulting in
an annual auditors report).


 


25

















 


11.11  The Company shall procure that each Investor is given the ability to
review on a quarterly basis the consolidated statutory accounts of the Company
and its Group including related notes, disclosures and detailed schedules as
referred to in Clauses 11.7, 11.8.1(ii) and (iii), 11.8.2, 11.8.3 and 11.9.
Such reviews will, to the extent that the Company is able to procure it using
its reasonable endeavours, be performed by the relevant Investor’s auditors
being given access to the Company’s auditors and the relationship between the
respective auditors will be arranged in accordance with International Standards
on Auditing, in particular ISA 600 (“Using the work of another auditor”). In
the event that the Company cannot procure such access using its reasonable
endeavours, it will provide the Investors’ auditors with all information they
reasonably require.


 


12   Transfer Restrictions for
the Investors


 


12.1     General Restrictions


 


12.1.1  Notwithstanding any provision to the contrary in this Agreement or the
Articles, each Investor undertakes to each of the other Investors and to the Company
that it shall not at any time during the life of this Agreement Transfer
Shares, unless:


 


(i)    the
Transfer is permitted by Clause 12.1.2 or has been approved by the Board by a
Super Board Majority;


 


(ii)   the proposed
Transferee has entered into a Deed of Accession to this Agreement, in the form
required by this Agreement and delivered this to the Company;


 


(iii)  the Company
and the Investors have received from the proposed Transferee a legal opinion
addressed to each of them in a form approved by the Board confirming that the
Transferee has capacity and authority to enter into the document referred to in
Clause 12.1.1(ii) and that such document, this Agreement and the Articles will
constitute legal, valid and binding obligations on the Transferee (or their
successors and assigns), which are enforceable in accordance with their terms;
and


 


(iv)  it has
obtained any necessary third party and regulatory consents.


 


12.1.2  Notwithstanding Clause 12.1.1(i), an Investor may transfer Shares to a
wholly owned member of its Group provided that the Transferee undertakes to the
Company that if the Transferee is to cease to be a wholly-owned member of its
Group of the relevant Investor, all its Shares in the Company will, before the
cessation, be Transferred to the original Investor (but only if such Investor
would not have been in breach of this clause had that Investor continued to
hold the Shares) or one of its wholly-owned Group members. Each of the
Investors shall procure that its Investor Directors shall exercise their voting
rights in meetings of the Board or otherwise to approve any Transfer of Shares
in accordance with this Clause 12.1.2.


 


12.1.3  Following a transfer of Shares under this Clause 12.1, the original
transferring Investor (but not a subsequent Transferor in a series of transfers
to wholly-owned Group members) shall remain party to this Agreement and shall
be jointly and severally liable with the Transferee under this Agreement as a
Shareholder in respect of the transferred Shares.


 


26

















 


12.1.4  Each Investor acknowledges and undertakes as follows:


 


(i)    it shall
not challenge the validity or enforceability of the restrictions in this Clause
12 either as a matter of law or otherwise (“Challenge”);
and


 


(ii)   in the event
of a Challenge, the Investor making such Challenge shall indemnify and keep
indemnified each other Investor and the Company against each loss, liability
and cost which such other Investor or the Company may incur arising out of or
in connection with a Challenge including each loss, liability and cost
reasonably incurred as a result of settling or defending a Challenge.


 


12.2     Intermediate Changes of Control


 


Except
as otherwise expressly provided in this Agreement:


 


12.2.1  RBS undertakes to procure that the Shares subscribed or taken up by it
under this Agreement and any further Shares issued to it or to one of its
wholly-owned Group members are at all times held and beneficially owned by a
wholly-owned member of its Group;


 


12.2.2  Santander undertakes to procure that the Shares subscribed for by it
under this Agreement and any further Shares issued to it or one of its
wholly-owned Group members are at all times held and beneficially owned by a
wholly-owned member of its Group; and


 


12.2.3  Fortis undertakes to procure that the Shares subscribed for by it under
this Agreement and any further Shares issued to it or one of its wholly-owned
Group members are at all times held and beneficially owned by a wholly-owned
member of its Group.


 


13   Further Funding


 


13.1     Subject to
Clause 4 and the remainder of this Clause 13, the Investors shall not have any
obligation to provide any funding to either the Company or any member of the
ABN AMRO Group, nor any guarantee, collateral or security in respect thereof.


 


13.2     In the
event that any relevant Regulator requires the Company or any part of the ABN
AMRO Group to be provided with further capital or other funding, or for any
guarantee, collateral or security to be provided in respect thereof, the Board
shall notify the Investors of full details of the requirement.


 


13.3     To the
extent that, prior to Completion, any further funding, guarantee, collateral or
security requirement notified to the Investors by the Board under Clause 13.2
concerns or arises in respect of an Acquired Business, the relevant Investor
which is to acquire that business shall either:


 


13.3.1  contribute to the relevant Acquired Business such funding, or provide
such guarantee, collateral or security as is required by the relevant Regulator
on the terms required by such Regulator (such funding, guarantee, collateral or
security to be provided directly for the benefit of the relevant Acquired
Business); or


 


 


27

















 


13.3.2  co-operate with the Board and the other Investors in taking or ensuring
that such action is taken (at the cost of the relevant Investor, and including
such action as may be required to limit the scope of operations of the relevant
Acquired Business) as is required in order to reverse the requirement for such
additional funding, guarantee, collateral or security,


 


at
the option of the Investor who is to acquire the relevant Acquired Business.


 


13.4     To the
extent that any further funding, guarantee, collateral or security requirement
notified to the Investors by the Board under Clause 13.2 concerns or arises in
respect of the Retained Business Assets, each of the Investors undertakes to
work with each other Investor and with the Board in order to either:


 


13.4.1  contribute such funding, or provide such guarantee, collateral or
security as is required by the relevant Regulator on the terms required by such
Regulator; or


 


13.4.2  take or ensure that such action is taken (including such action as may
be required to limit the scope of the operations that have resulted in the
additional requirement) as is required in order to reverse the requirement for
such additional funding, guarantee, collateral or security,


 


as
may be agreed between the Investors (acting reasonably) in any such case.


 


Any
funding requirement or other cost incurred or any guarantee, collateral or
security provided by the Investors pursuant to this Clause 13.4 shall be met by
the Investors in the Consortium Proportions.


 


13.5     In the
event that any funding requirement or guarantee, collateral or security, or any
other related cost, is due to be contributed by an Investor (the “Defaulting Investor”) pursuant to this
Clause 13, but such Investor does not meet such obligation on time or at all,
then the remaining Investors (the “Non Defaulting
Investors”) shall be entitled, at their sole discretion and upon
receiving any such request from the Board, to fulfil such obligation on behalf
of the Defaulting Investor, and the Defaulting Investor shall indemnify and
keep indemnified the Non Defaulting Investors in respect thereof.


 


13.6     If the FSA
increases the capital or other funding requirement of RBS, or requires an
additional guarantee, collateral or security to be provided in respect thereof
and such requirement arises in whole or in part in relation to an Acquired
Business (other than a RBS Acquired Business), the Investors will in good faith
and acting reasonably consider what actions should be taken to meet the FSA’s
requirement or otherwise alleviate the problem. Such actions could include the
provision of additional capital by the Investors to their Acquired Businesses
or, subject to the agreement of terms including as to the return of such
capital (such agreement not to be unreasonably withheld), the provision by the
Investors of additional capital to RBS.


 


14   New Shareholders


 


14.1     Each of
the parties undertakes to procure that no shares in the capital of the Company
shall be allotted, issued or Transferred to or otherwise acquired by a person
who is not already a party to this Agreement (a “New Shareholder”) unless the New Shareholder has executed and
delivered a deed of accession in the form set out in Schedule 8. The
Company will, to the extent permitted by law, not enter the New Shareholder in
the register of members unless this Clause 14 has been complied with in all
respects.


 


28

















 


14.2     The form
of the deeds of accession set out in Schedule 8 and the requirements of
this Clause 14 may be varied in a manner approved in writing by a Super Board
Majority.


 


14.3     All
executed deeds of accession shall be delivered to and held by the Company (for
both itself and the other parties to this Agreement).


 


14.4     Subject to
Clause 14.5, no party may assign, Transfer or create any trust in respect of,
or purport to assign, Transfer, or create any trust in respect of, any of its
rights or obligations under this Agreement without having first obtained the
consent of the Board by a Super Board Majority, together with all relevant
third party and regulatory consents.


 


14.5     An
Investor may assign all or any proportionate part of its rights under this
Agreement (including its proportionate part of the benefit of the warranties)
to a person to whom it Transfers Shares in the capital of the Company in
accordance with this Agreement, and any other Transaction Document as
appropriate. No such assignment shall release any such Investor of its
obligations hereunder for which it shall be jointly and severally liable with
such assignee and provided that if such assignee ceases to be a wholly owned
member of its Group of the relevant Investor such Investor shall procure that
such assignee immediately reassigns such rights and obligations to it or to
another of its wholly owned Group members (such further assignee being itself
subject to the provisions of this clause).


 


14.6     Subject to
Clauses 14.5 and 14.7, a person who has entered into a Deed of Accession
pursuant to this Agreement shall have the benefit of and be subject to the
burden of all the provisions and continuing obligations of this Agreement as if
it had been an original party in the capacity designated in the deed of
accession and this Agreement shall be interpreted accordingly. Without limiting
the general nature of this Clause 14.6, where the person is designated as an
Investor in a Deed of Accession, it shall be entitled to the benefit of all
representations, covenants, warranties and undertakings which this Agreement
contemplates are given to the Investors, and “Investors” shall be construed
accordingly.


 


14.7     Nothing in
this Clause 14 shall affect a party’s accrued rights and obligations under this
Agreement or shall be construed as requiring any party to perform again any
obligation or discharge again any liability already performed or discharged, or
as entitling any party to receive again any benefit already enjoyed.


 


15   Distributions


 


15.1     Power of Board to pay dividends


 


Subject
to any additional legal requirements, the payment or declaration of any
dividend or other distribution on account of shares in the capital of the
Company (including the timing and amounts of any such payments) shall be
decided by the Board provided that no dividend or other distribution shall be
paid on any class of Shares without the consent of the Investor holding such
Shares and that if any decision to pay or make a dividend or other distribution
is made it shall be made in accordance with the rights attaching to the Shares.


 


15.2     Recommendation, Declaration and Payment


 


Each
Investor undertakes to exercise its respective voting rights, to procure that
all resolutions required to facilitate the declaration or payment by any Group
Company of dividends consistent with Clause 15.1 are duly passed.


 


29

















 


16   Confidentiality and Announcements


 


16.1     General Restrictions


 


None
of the parties shall, at any time, whether before or after the termination of
this Agreement, divulge or permit its officers, employees, agents, advisers or
contractors to divulge to any person (other than to any respective officers or
employees of a party or a person to whom, in each case, disclosure of
information is permitted by this Agreement and who require the same to enable
them properly to carry out their duties):


 


16.1.1  any of the contents of any of the Transaction Documents or the
Investors’ shared strategy with respect to the Transaction;


 


16.1.2  any information which it may have or acquire (whether before or after
the date of this Agreement) relating to the business and/or any customers of or
suppliers to the business, or otherwise to the business, assets or affairs of
the Acquired Business to be acquired by any other party hereunder or, in each
case, of the Retained Group;


 


16.1.3  any information which, in consequence of the negotiations relating to
this Agreement or of being a party being involved in the business in any manner
whatsoever (including as an Investor and as a nominator of a Director) or
performing or exercising its rights and obligations under this Agreement, any
party may have acquired (whether before or after the date of this Agreement)
with respect to the customers, business, assets or affairs of any other party.


 


16.2     Excluded Information


 


The
restrictions imposed by Clause 16.1 shall be subject to Schedule 9 and
shall not apply in respect of any information:


 


16.2.1  which now or hereafter comes into the public domain otherwise than as a
result of a breach of such undertaking of confidentiality;


 


16.2.2  which is obtained by the receiving party from a person who is not party
to this Agreement (other than any Investor’s Group member) and who is not
subject to a confidentiality obligation to any other party to this Agreement in
respect of the information being provided; or


 


16.2.3  which is obtained or transmitted by any party by virtue of a Permitted
Disclosure.


 


17   Advisers and Costs


 


Each
Investor shall pay its own costs incurred in connection with the Transaction
and the preparation, execution and implementation of the Transaction Documents,
save the extent that the Investors agree that such costs should be borne by the
Company.


 


18   Supremacy of this Agreement


 


If
there is any conflict or inconsistency between the provisions of this Agreement
and the Articles or the articles of association or constitutional documents of
any other ABN AMRO Group Company, then for the purposes of giving effect to the
letter or spirit of this Agreement, this Agreement shall prevail to the extent
legally permitted. Each Investor will use its rights and powers to procure that
the Articles and such other documents are amended, to the extent legally
permitted, so as to accord with and give effect to the provisions of this
Agreement and the Company shall procure that the articles of association of any
other ABN AMRO Group Company are amended so as to accord with and give effect
to the provisions of this Agreement.


 


30

















 


19   Entire Agreement and Non
Reliance


 


19.1     Entire Agreement


 


This
Agreement and each Transaction Document constitute the entire agreement and
supersede any previous agreements between the parties relating to the subject
matter of this Agreement.


 


19.2     Non Reliance


 


Each
party acknowledges and represents that it has not relied on or been induced to
enter into this Agreement by a representation, warranty or undertaking (whether
contractual or otherwise) given by any other party other than those set out in
Clause 10 and Schedule 7, or otherwise as expressly set out in this
Agreement or in a Transaction Document.


 


19.3     Exclusion of Liability


 


Save
as provided in Clause 10, no party is liable to another party (in equity,
contract or tort (including negligence) for a representation, warranty or
undertaking that is not set out expressly in this Agreement or in a Transaction
Document.


 


19.4     Further acknowledgements


 


Each
of the Investors acknowledges, represents and agrees that:


 


19.4.1  (i) other than as set out in this Agreement, it has not relied on
or been induced to enter into this Agreement by any representation, warranty,
recommendation, advice or undertaking (whether contractual or otherwise) given
by any member of another Investor Group and (ii) no member of an Investor
Group shall have any liability to any other Investor or to any member of an
Investor Group (in equity, contract or tort (including negligence)) for a
representation, warranty or undertaking that is not expressly set out in this
Agreement or in any other Transaction Document;


 


19.4.2  it has made its own investigations into, and appraisals and assessment
of, the Company, each member of the ABN AMRO Group and the business of the ABN
AMRO Group and will continue to do so for so long as it is the holder of, or
otherwise interested in, Shares, and no other Investor and no member of that
Investor Group shall have any liability to it in connection with its decision
to enter into the transactions contemplated by this Agreement and the other
Transaction Documents;


 


19.4.3  save to the extent otherwise agreed in writing by any other Investor or
by a member of that Investor Group, it is owed no duty of care or other
obligation by any other Investor or by any member of that Investor Group in
connection with its decision to enter into the transactions contemplated by
this Agreement and the other Transaction Documents;


 


Each
member of an Investor’s Group may also enforce the terms of this Clause 19.4
subject to and in accordance with the provisions of the Contracts (Rights of
Third Parties) Act 1999.


 


31

















 


19.5     Fraud etc.


 


Nothing
in this Clause 19 shall have the effect of restricting or limiting any
liability arising as a result of any fraud, wilful misconduct or wilful
concealment.


 


20   General


 


20.1     Counterparts


 


This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered is an original and all of which together evidence the
same agreement.


 


20.2     Variations


 


A
variation of this Agreement is only valid if it is in writing and signed by or
on behalf of each of the Investors and the Company.


 


20.3     Waiver


 


The
failure to exercise or delay in exercising a right or remedy provided by this
Agreement or by law does not impair or constitute a waiver of the right or
remedy or an impairment of or a waiver of other rights or remedies. No single
or partial exercise of a right or remedy provided by this Agreement or by law
prevents further exercise of the right or remedy or the exercise of another
right or remedy. The rights provided in this Agreement are cumulative and not
exclusive of any other rights (whether provided by law or otherwise). Any express
waiver of any breach of this Agreement shall not be deemed to be a waiver of
any subsequent breach.


 


20.4     Release


 


Any
liability to any party under this Agreement may in whole or in part be
released, compounded or compromised or time or indulgence given by that party
in its absolute discretion as regards any party under such liability without in
any way prejudicing or affecting its rights against any other party under the
same or a like liability, whether joint and several or otherwise.


 


20.5     Continuing Obligations


 


Except
to the extent that they have been performed and except where this Agreement
provides otherwise, the warranties, representations, obligations and
undertakings contained in this Agreement remain in force after Completion.


 


20.6     No Partnership


 


Nothing
contained in this Agreement (and no action taken by a party pursuant to its
terms) is to be construed as creating a partnership or (unless expressly stated
otherwise) agency relationship between any of the parties.


 


20.7     Illegality


 


If
any provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, under the law of any jurisdiction, the
legality, validity or enforceability of such provision or part under the law of
any other jurisdiction and the legality, validity and enforceability of the
remainder of this Agreement shall not be affected.


 


32

















 


20.8     Successors and Permitted Assigns


 


The
provisions of this Agreement shall be binding upon the parties’ respective
successors and permitted assigns, but such persons shall not be entitled to the
benefit of its provisions unless they have entered into a deed of accession.


 


20.9     Several and not joint or joint and several obligations


 


The
obligations of Fortis N.V. and Fortis SA/NV are joint and several. Except where
expressly stated otherwise in this Agreement, all obligations, undertakings and
statements in this Agreement are several and not joint or joint and several.


 


20.10  Further Assurance


 


Each
of the parties (subject to applicable laws and regulation) agrees to take all
such action or procure that all such action is taken as is reasonable in order
to implement the terms of this Agreement or any transaction, matter or thing
contemplated by this Agreement. Every representation, warranty, undertaking or
indemnity in this Agreement which is expressed to be given to the Investors is
given to each Investor separately and each Investor shall have a separate claim
and right of action in respect of every breach.


 


Each
Investor shall exercise its voting rights in a general meeting of the Company
in such a manner so as to be consistent with the intentions of the parties set
out in this Agreement or with any provision of this Agreement.


 


20.11  Third Party Rights


 


20.11.1  Obligations of each Investor under the terms of this Agreement and
expressed to be owed to the Company and ABN AMRO may be enforced by each
relevant member of the Retained Group.


 


20.11.2  Obligations of the Company under the terms of this agreement and
expressed to be owed to an Investor may be enforced by that Investor and
members of its Group.


 


20.11.3  The obligations of each Investor expressed to be owed to each other
Investor may be enforced by members of each other Investor’s Group (including
the Acquired Companies to be acquired by each of them hereunder).


 


20.11.4  Except where expressly provided otherwise in this Agreement, a person
who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement, but this does
not affect any right or remedy of a third party which exists or is available
apart from that Act.


 


20.11.5  Where, pursuant to the terms of this Agreement, a third party has been
expressly granted rights under the Contracts (Rights of Third Parties) Act
1999, the consent of such third party shall not be required for the variation
of this Agreement or the waiver of any provision in it.


 


20.12  Unlawful fetters


 


The
Company shall not be bound by any provision of this Agreement to the extent
that it would constitute an unlawful fetter on any of its statutory powers, but
that provision shall remain valid and binding as regards the other parties to
this Agreement to which it is expressed to apply.


 


 


33

















 


20.13  Default Interest


 


If
any party fails to pay any amount due and payable by it under this Agreement or
under any judgment in connection with this Agreement, such party shall pay to
the party or parties to whom the same was due, interest on such overdue amount
from the due date until the date of actual payment, both before and after a
judgment, at the Default Interest Rate.


 


20.14  Exclusivity


 


The
Investors agree that their discussions and collaboration as a consortium will
take place on an exclusive basis until the earlier of (i) the date on
which any Offer under this Agreement is formally made in accordance with
article 9g paragraph 3 of the Dutch securities Decree (Besluit toezicht effectenverkeer), and
(ii) any termination of this Agreement in accordance with its terms.
Accordingly, each of the Investors will not, directly or indirectly, be
involved in any discussion, transaction or agreement with, or with respect to,
ABN AMRO, its business or assets with any other party, whilst the Investors
pursue the Transaction under the terms of this Agreement.


 


21   Notices


 


21.1     Any notice
or other document to be given under this Agreement shall be in writing in
English and shall be deemed duly given if delivered to the recipient as its fax
number or address set out below or any other fax number or address notified to
the parties for the purposes of this Agreement, if left at or sent by
(i) airmail or express or other fast postal service or (ii) facsimile
transmission or other means of telecommunication in permanent written form to
the following address or number:


 


21.1.1  RBS


 


Address    House G


RBS
Gogarburn


Edinburgh


EH12
1HQ


 


Fax
No.    +44 131 626 2997


 


For
the attention of General Counsel


 


21.1.2  Santander


 


Address    Cuidad Grupo
Santander


28660 Boadilla del Monte


Madrid


Spain


 


Fax
No.    +34 91 257 1524


 


For
the attention of General Counsel


 


21.1.3  Fortis N.V.


 


Address
   Archimedeslaan 6


3584
BA


Utrecht


The
Netherlands


 


Fax
No.    +32 2 565 59 15


 


For
the attention of General Counsel


 


 


34

















 


21.1.4  Fortis SA/NV


 


	
  Address
  

  	
   

  	
  20
  Rue Royale

  
	
   
  

  	
   

  	
  Brussels
  B-1000,

  
	
   
  

  	
   

  	
  Belgium

  
	
   

  	
   

  	
   

  
	
  Fax
  No. 

  	
   

  	
  +32
  2 565 59 15

  
	
   

  	
   

  	
   

  
	
  For
  the attention of General Counsel

  



 


21.1.5  Company


 


	
  Address
  

  	
  Strawinskylaan
  3105

  
	
   
  

  	
  1077ZX
  Amsterdam

  
	
   
  

  	
  The
  Netherlands

  



 


21.2     Any notice
shall be delivered by hand or sent by fax or by express or other fast means of
postal service. Any notice shall be deemed to have been received on the next
working day in the place to which it is sent if sent by fax or 72 hours from
the time of posting if sent by post.


 


22   Choice of law and
arbitration


 


22.1     Governing Law


 


This
Agreement and the documents to be entered into pursuant to it, save as
expressly referred to therein, shall be governed by and construed in accordance
with English law.


 


22.2     Arbitration


 


22.2.1  Subject to Clause 9 (as varied where applicable in accordance with the
Schedules to this Agreement), any dispute arising out of or connected with this
Agreement, including a dispute as to the validity or existence of this
Agreement and/or this Clause 22.2, shall be resolved by arbitration in Paris,
France conducted in English by three arbitrators pursuant to the rules of the
ICC, save that, unless the parties agree otherwise, the third arbitrator, who
shall act as chairman of the tribunal, shall be chosen by the two arbitrators
appointed by or on behalf of the parties. If he is not chosen and nominated to
the ICC for appointment within 30 days of the date of confirmation by the
ICC of the later of the two party-appointed arbitrators to be confirmed, he
shall be chosen by the ICC.


 


22.2.2  All the parties irrevocably submit to the non-exclusive jurisdiction of
the courts of England to support and assist the arbitration process pursuant to
Clause 22, including if necessary the grant of interlocutory relief pending the
outcome of that process.


 


22.2.3  The substantive law of the arbitration shall be English law.


 


35

















 


Schedule 1

Investor Commitments


 


Commitments
for the Offer


 


	
  Investor

  	
   

  	
  Commitment (€)

  
	
  (1)

  	
   

  	
  (2)

  
	
  RBS

  	
   

  	
  27,921,931,837.30

  
	
  Santander

  	
   

  	
  20,360,222,186.70

  
	
  Fortis

  	
   

  	
  24,662,962,850.70

  



 


36














Schedule 2

The Offer


 


1      Conduct of the Offer


 


1.1       Subject to the approval of the
Board, the Investors will procure that the Company shall release the Press
Announcement no later than 8:00am (Netherlands time) on 29 May 2007 or
such later time or date as the Investors shall agree.


 


1.2       Each of the Investors undertakes
that, until the Offer Satisfaction Date, it will not publish any document or
make any announcement which relates to the Offer except:


 


1.2.1    with the
consent of the other Investors (such consent not to be unreasonably withheld);
or


 


1.2.2    to the extent
reasonably required by any legal or regulatory requirements (including the
requirements of any relevant listing authority or stock exchange), in which
event the relevant Investor shall provide the other Investors with a draft of
such document or announcement and shall consult to the extent reasonably
practicable with the other Investors and take into consideration their
reasonable comments.


 


1.3       Each Investor undertakes that it
will;


 


1.3.1    promptly notify
the other Investors of the receipt of any correspondence (written or otherwise)
from a securities regulator with respect to the Offer or the Offer Documents
and will cooperate with the other Investors to respond to any such regulator’s
comments on the Offer or the Offer Documents as soon as practicable;


 


1.3.2    consult
together with the other Investors and their respective advisors prior to any
discussions or correspondence with a securities regulator with respect to the
Offer or the Offer Documents;


 


1.3.3    inform the
other Investors of any discussions it is having with a securities regulator
with respect to the Offer or the Offer Documents; and


 


1.3.4    if appropriate,
invite the other Investors and their respective advisers to participate in any
discussions it is having with such securities regulator with respect to the
Offer or the Offer Documents.


 


1.4       No Investor shall communicate
with ABN AMRO or any of its advisers in connection with the Offer without the
prior consent of the other Investors.


 


1.5       Offer Documents


 


1.5.1    Each Investor
undertakes to use all reasonable endeavours to procure that the Offer is made
to the shareholders of ABN AMRO through the posting of the Offer Documents
compliant with all relevant legal and regulatory requirements as soon as
reasonably practicable after the release of the Press Announcement and in any
event in accordance with the requirements of the AFM.


 


1.5.2    The parties
will use reasonable endeavours to prepare and finalise the form of the Offer
Documents as soon as practicable after the date of this Agreement and, in
particular, will supply the Company with such complete and accurate information
as may be required to ensure that the Offer Documents comply with the legal
requirements of each jurisdiction in which the Offer is to be made.


 


37

















 


1.5.3    Each
Investor undertakes to procure that its Investor Directors and, if required by
the AFM, its other representatives, accept responsibility for all documentation
issued in relation to the Offer for which they are required to take
responsibility under relevant legal or regulatory requirements (or as otherwise
required to do so by the AFM) and provide all information as may be necessary
for inclusion in the Press Announcement, Offer Documents or any other document
or announcement issued in respect of the Offer.


1.5.4    Unless
otherwise agreed by the parties, the parties will procure that the Offer will
not be made, directly or indirectly, in or into, or by use of the mails or any
other means or instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any jurisdiction in which to do
so would be illegal and that copies of the Press Announcement and formal
documentation relating to the Offer are not, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from such jurisdictions.


 


1.6       Compliance with laws


 


Each
of the Investors and the Company undertakes that it will comply with all
applicable legal and regulatory requirements in connection with the conduct of
the Offer.


 


1.7       Conduct of disputes relating to the Offer


 


The
parties shall cooperate and consult together on any strategies or actions with
respect to litigation, arbitration and other proceedings relating to the Offer.


 


2      Satisfaction of Offer Conditions


 


2.1       Each of
the parties shall use all
reasonable endeavours to ensure that the conditions to which the Offer is subject,
as set out in the Offer Documents, are satisfied as soon as reasonably
practicable.


 


2.2       In
particular, the parties shall cooperate and consult together to the extent
necessary in seeking all necessary anti-trust and regulatory approvals for the
Offer and for the transactions contemplated by this Agreement and all necessary
or desirable tax clearances for the Restructuring (“Clearances”) so that as far as reasonably practicable such
Clearances are obtained so as to enable completion of the Restructuring. In
such connection, each of the Investors will:


 


2.2.1    promptly provide each other Investor and the Company with such
information (which shall be complete and accurate in all material respects) as
is required to complete any application for a Clearance or to make any
necessary filing in connection with the Transaction (such information to be
provided on a confidential basis and on a lawyer to lawyer basis if necessary);


 


2.2.2    ensure by sharing required information that applications for Clearances
and all necessary filings are made on a consistent basis; and


 


2.2.3    cooperate in responding to any enquiries made by any relevant
government, anti-trust, tax or regulatory authority or any relevant stock
exchange or listing authority so as to ensure that such responses are made on a
consistent basis.


 


38

















 


No
Investor shall be required to share or otherwise provide information to the
other Investors that it reasonably believes is competitively sensitive or proprietary
but such information shall if relevant for any Clearance be supplied to the
relevant authority on a confidential basis.


 


In
particular, it is agreed that Fortis shall be entitled to participation in all
contact (on behalf of the Investors or the Company) with the competent
authorities in The Netherlands, including DNB and AFM.


 


2.3       If any
relevant anti-trust or regulatory authority imposes or indicates that it may
impose any condition to the granting of a Clearance, the relevant Investor
agrees to consider the position and take such steps as are reasonably necessary
(which may include the disposal of certain assets) to obtain the Clearance, in
the case of anti-trust or regulatory authorities that apply multi-phase
clearance procedures, by the end of the relevant authority’s initial phase of
investigation (i.e. without the need for a second phase of investigation), and
permit full implementation of the Transaction.


 


3      Obligations on the Parties from the Offer Satisfaction Date


 


3.1       Following
the Offer Satisfaction Date, the Company shall exercise its rights as a holder
of ABN AMRO Shares and will take all necessary actions, if any, pursuant to the
relevant companies law to acquire ABN AMRO Shares which the Company has not
acquired or contracted to acquire pursuant to the Offer. Any decisions relating
to the manner in which the Company shall acquire such ABN AMRO Shares as
aforesaid shall be taken by Super Board Majority.


 


3.2       The
Company shall, and the Investors shall procure that the Company shall, as soon
as reasonably practicable after the Offer Going Wholly Unconditional, apply
for:


 


3.2.1    the cancellation of the listing of ABN AMRO Shares on the Amsterdam
Stock Exchange official lists;


 


3.2.2    the cancellation of the trading of ABN AMRO Shares on any relevant
market for listed securities;


 


3.2.3    the termination of the listing of the ABN AMRO ADRs on the New York
Stock Exchange;


 


3.2.4    the termination of the deposit agreement relating to the ABN AMRO ADRs;
and


 


3.2.5    the termination or suspension of ABN AMRO’s reporting obligations under
the US Securities Exchange Act of 1934,


 


provided that, in each case,
the relevant rules or regulations are satisfied.


 


4      Stakebuilding, Dealing


 


4.1       The
Investors and the Company acknowledge and agree that none of the parties to
this Agreement shall:


 


4.1.1    acquire any interest in ABN AMRO Shares (including any derivatives
involving or based upon ABN AMRO Shares) in a manner which would require a
revision of the Offer; or


 


39

















 


4.1.2    deal (and, for this purpose, “deal” shall be construed in accordance
with The City Code on Takeovers and Mergers) on a proprietary basis in ABN AMRO
Shares or in financial products whose value in whole or in part is determined
directly or indirectly by reference to the price of an ABN AMRO Share,


 


in
each case without first obtaining the consent of the Board by Super Board
Majority.


 


4.2       The
Investors and the Company acknowledge and agree that none of the parties to
this Agreement shall acquire any interest in ABN AMRO Shares (including cash
derivatives involving or based upon ABN AMRO Shares) that would cause any of
the Investors to be unable to meet its respective obligations under any
relevant SEC exemptive relief.


 


4.3       Each of
the Investors will ensure that all members of its Group will comply with the
provisions of this paragraph 4 save that this paragraph 4 shall not prevent
dealings in the ordinary and usual course of business where an interest is
acquired or dealt in by:


 


4.3.1    fund managers that are part of an Investor Group on behalf of their
investors;


 


4.3.2    principal traders that are part of an Investor Group;


 


4.3.3    intermediaries (e.g. brokers) that are part of an Investor Group on
behalf of their clients;


 


4.3.4    the pension fund of a member of an Investor Group;


 


4.3.5    members of an Investor Group in the course of hedging exposure pursuant
to derivative or option contracts entered into with clients; or


 


4.3.6    members of an Investor Group in the course of carrying out bona-fide
market making activities as a consequence of pre-existing contractual
obligations with investors.


 


40

















 


Schedule 3 — Part 1

Transfer of the Acquired Businesses


 


Introduction


 


The
parties acknowledge that the current intention is to effect the Restructuring
in a tax efficient manner by means of one or more Legal Demergers preceded by a
reorganisation of the ABN AMRO Group but that other methods may be used and it
is possible that different methods may be used at different times to transfer
Acquired Businesses to the relevant Investors (or members of their respective
Groups), including (without limitation) sales and purchases of assets and
distribution of assets. Further provisions in this regard are contained in Part 10
of Schedule 3. The provisions of this Schedule shall apply mutatis mutandis to each transfer of an
Acquired Business or Acquired Company.


 


1      The Transfer Conditions


 


1.1       Completion
of the transfer of any Acquired Business under this Agreement shall in all respects
be conditional on the fulfilment of the following conditions:


 


1.1.1    the Offer becoming or being declared unconditional in all respects;


 


1.1.2    all authorisations, orders, grants, recognitions, confirmations,
consents, clearances, certificates, licences, permissions and approvals
necessary or reasonably considered by the relevant Investor and any other
affected Investor to be necessary or appropriate for or in respect of the
relevant transfer having been obtained, in terms and in a form reasonably satisfactory
to that Investor and to any other affected Investor;


 


1.1.3    no order having been issued (and remaining in effect) by any court or
other governmental authority, and no statute, rule, regulation, executive
order, decree or other order of any kind existing or having been enacted,
entered or enforced by any governmental or regulatory authority, which (in any
such case to an extent which is material in the context of the relevant sale
and purchase) prohibits, restrains or restricts Completion of the sale of the
relevant Acquired Business;


 


1.1.4    to the extent reasonably necessary for the transfer of such Acquired
Business, completion of any pre-sale reorganisation of the ABN AMRO Group as
referred to in Clause 5.1.2 and negotiation or determination of any relevant
definitive agreements as referred to in Clauses 5.2 and 9.


 


1.2       Each of the parties shall use its reasonable endeavours to procure the
fulfilment of the Transfer Conditions as soon as possible.


 


1.3       Each
Investor may waive in whole or in part any of the Transfer Conditions set out
in paragraphs 1.1.2 to 1.1.4 provided that such waiver does not:


 


1.3.1    result in any breach by any other Investor, the Company or any member
of their respective Groups of any legal or regulatory requirement; or


 


1.3.2    result in any material financial detriment to any other Investor, the
Company or any member of their respective Groups unless such persons are
indemnified to their reasonable satisfaction against all Liabilities arising
out of or in connection with such waiver; or


 


41

















 


1.3.3    result in any material non financial detriment to any other Investor,
the Company or any member of their respective Groups.


 


1.4       If any
of the Transfer Conditions attaching to the transfer of an Acquired Business
becomes incapable of being satisfied (and, if the Transfer Condition is capable
of being waived, the relevant party or parties refuse, when they are entitled
to do so, to waive the Transfer Condition), all obligations of the parties
under this Agreement in respect of such transfer shall terminate and the
parties shall not have any claim against the others in respect thereof except
for any prior breach of paragraph 1.2. To the extent that any asset is
incapable of being transferred to an Investor (the “Relevant Investor”) or a member of its Group as a result of a
Transfer Condition failing to be satisfied, the following provisions shall
apply:


 


1.4.1    unless paragraph 1.4.2 applies such asset shall be sold on terms that:


 


(i)    such sale
shall be conducted by the Relevant Investor unless otherwise required by any
relevant regulatory or anti trust authority (in which event such sale shall be
conducted in accordance with such requirements);


 


(ii)   the net
proceeds of sale shall be applied for the benefit of, and the Liabilities
arising out of or in connection with such sale (including, without limitation,
professional costs, Taxation and any Liabilities associated with any warranties
or indemnities given in connection with such sale) shall be for the account of
the Relevant Investor; or


 


1.4.2    if all of the Investors so agree (and on such terms as they may agree),
such asset shall be treated as and deemed part of the Retained Business.


 


2      Transfer of the Acquired Businesses


 


2.1       Subject
to the Transfer Conditions being satisfied or waived in accordance with
paragraph 1, and in each case as at Completion of the relevant transfer, the
Company shall procure that ABN AMRO or the relevant members of its Group shall
transfer and each of RBS, Fortis and Santander shall directly or indirectly
acquire (or procure the acquisition by a member of its Group of):


 


2.1.1    in the case of RBS, the RBS Acquired Businesses;


 


2.1.2    in the case of Fortis, the Fortis Acquired Businesses; and


 


2.1.3    in the case of Santander, the Santander Acquired Businesses; and


 


2.1.4    depending on the structure of the Restructuring an interest in the
Retained Business consistent with their Consortium Proportions.


 


The
Company shall not sell or otherwise dispose of any business, company or
undertaking which is to form part of an Acquired Business other than pursuant
to this Schedule 3 without the consent of the relevant Investor.


 


2.2       Each
Investor shall accept without enquiry, requisition or objection such title in
the Acquired Business to be acquired by it (or a member of its Group), as ABN
AMRO or the relevant member of the ABN AMRO Group may have and the Acquired
Business Assets shall be transferred without the benefit of any undertakings,
warranties, representations or other assurances whatsoever except insofar as
they are contained in this Agreement or as otherwise agreed by the Investors.


 


42

















 


2.3       All
companies, businesses and assets the transfer of which is required to be
procured hereunder shall be transferred in the condition, in the place in which
or to which they are situate and subject to all benefits, burdens, rights and
restrictions to which they are subject at the time when the obligation to
effect the transfer shall have become unconditional (subject to any other
provisions of this Agreement).


 


2.4       No
representation or warranty is given by any party as to the nature, condition,
fitness for purpose, merchantability or suitability of any company, business or
asset.


 


2.5       The provisions
of:


 


2.5.1    Part 4 of this Schedule shall have effect in relation to
employment matters;


 


2.5.2    Part 5 of this Schedule shall have effect in relation to pensions
matters;


 


2.5.3    Part 6 of this Schedule shall have effect in relation to
operations and information technology;


 


2.5.4    Part 7 of this Schedule shall have effect in relation to
intellectual property;


 


2.5.5    Part 8 of this Schedule shall have effect in relation to real
estate;


 


2.5.6    Part 9 of this Schedule shall have effect in relation to regulatory
matters;


 


2.5.7    Part 10 of this Schedule shall have effect in relation to tax
matters; and


 


2.5.8    Part 11 of this Schedule shall have effect in relation to
allocation of capital.


 


2.6       The
parties agree that they will negotiate in good faith, and will use commercially
reasonable efforts to agree how to deal with relevant Third Party Indebtedness
as part of the Restructuring. The parties agree that they will seek to avoid
the triggering of a potential acceleration or default in relation to substantial
amounts of Third Party Indebtedness as a result of the Restructuring and agree
that, if required or desirable in order to permit the avoidance of such a
potential acceleration or default, they (or members of their Group) will assume
the obligations of debtors or guarantors (as the case may be) under the Third
Party Indebtedness as part of the Restructuring. In relation to Third Party
Indebtedness that forms part of an Acquired Business, any such assumption would
be the responsibility of the Investor who is to acquire the relevant Acquired
Business; in the case of such indebtedness that forms part of the Retained
Business, any such assumption would be in the Consortium Proportions and on a
several basis. Any disagreement by any Investor as to the assumption or
allocation of any Third Party Indebtedness pursuant to this Clause shall be
referred to be determined in accordance with Clause 9.


 


3      Consideration


 


3.1       Unless
otherwise agreed, to the extent that the Restructuring includes one or more
Legal Demergers, any transfer of assets pursuant thereto shall be effected at
book value and the consideration for the transfer of assets to a Transferee
company shall be the issue of shares in accordance with the terms of such Legal
Demerger. To the extent that the Restructuring includes any sale and purchase
of assets, the consideration for the sale and purchase of the relevant assets
shall be the payment by the relevant Investor, or such persons as it may
procure, in cash on Completion of the appropriate proportion (determined in
accordance with paragraph 3.2 below) of the Assumed Equity Value of its
Acquired Business (subject to adjustment as provided in this Schedule) to ABN
AMRO or such persons as the Company may direct.


 


43

















 


3.2       The
Investors shall endeavour to agree in good faith the apportionment of the
Assumed Equity Value among the Acquired Business Assets of their respective
Acquired Businesses, in the period following execution of this Agreement,
failing which such apportionment of the Assumed Equity Value shall be
determined in accordance with Clause 9 of this Agreement. If any cash
consideration is received hereunder by ABN AMRO in respect of any of the
Acquired Businesses, it shall be received by ABN AMRO on behalf of the members
of the ABN AMRO Group who are the beneficial owners of the shares or assets to
which it relates.


 


3.3       Payment
of the appropriate proportion of any Assumed Equity Value pursuant to paragraph
3.1 shall be a good discharge of each Investor’s obligations to pay the
consideration due in respect of all and any of the Acquired Business Assets to
be acquired by it and the Investors shall have no obligation to enquire into
the application thereof.


 


4      Completion


 


4.1       Subject
as provided in paragraph 6, Completion of any transfer of any Acquired Business
or part thereof, shall take place at such location outside the United Kingdom
as the parties shall agree (taking into account the possible imposition of
Transfer Taxes) on the Completion Date applicable to that Completion when the
parties shall do such things and execute such documents as may reasonably be
required by any other party to complete the relevant transfer including
complying with the terms of any agreement relating to the implementation of any
Legal Demerger or if the transfer is taking place by means of a sale and
purchase by implementation of the following:


 


4.1.1    the Company shall procure that at Completion the ABN AMRO Group will
procure the delivery to the relevant Investor, at such location or locations as
each Investor may reasonably specify not later than 2 Business Days prior to
the Completion Date, of:


 


(i)    undated
transfers (to the extent required) in respect of such of the relevant Acquired
Company Shares as are registered, duly executed by or on behalf of the
registered holder and completed in favour of the relevant Investor or as it may
direct, together with any certificates in respect of such Acquired Company
Shares (to the extent required, duly endorsed in blank or in the name of the
relevant Investor);


 


(ii)   share
warrants to bearer in respect of such of the relevant Acquired Company Shares
as are not in registered certificated form; and


 


(iii)  such other
documents, notarial deeds or certificates, transfers or written consents as may
be required to give a good title to such Acquired Company Shares or of the
relevant Acquired Business Assets and (where appropriate) to enable the
relevant transferee to become the registered holders thereof;


 


4.1.2    the Company shall procure that any transfers referred to above be duly
registered to the extent required (subject only to their being duly stamped
where applicable);


 


4.1.3    the Company shall procure the ABN AMRO Group to make available for
collection at the normal location at which they are held, used or stored and
give physical possession to each Investor or as it may direct of such of the
Acquired Business Assets as are transferable by delivery and deliver to the
transferee company under the relevant Legal Demerger or, on a sale and purchase,
to the relevant Investor or as it may direct such documents of title or other
records establishing title to the relevant Acquired Business Assets as are
within its possession or control;


 


44

















 


4.1.4    if the transfer is being effected by means of a sale and purchase, the
relevant Investor shall pay, or procure the payment by electronic funds
transfer (for value on the day of transfer) to such bank account or accounts as
the Company may specify, not later than 2 Business Days prior to the relevant
Completion Date the relevant proportion of the Assumed Equity Value applicable
to the assets being transferred on the relevant Completion (determined in
accordance with paragraph 3.2).


 


5      Third Party consents and approvals and pre-emption rights


 


5.1       Where
any consent, approval or agreement of any regulatory authority or other third
party is required prior to the acquisition by a Purchaser of shares in any
Acquired Company or any of the Acquired Business Assets to be transferred to it
pursuant to this Agreement and such consent, approval or agreement has not been
obtained at or before the due date for Completion of the transfer, the relevant
shares or assets shall not be transferred to a Purchaser, notwithstanding Completion,
until the consent, approval or agreement has been unconditionally obtained and
the parties shall, and shall procure that their subsidiaries shall, use their
respective reasonable endeavours to obtain such consent, approval or agreement
and shall provide each other with all such assistance and co-operation as may
reasonably be required in seeking any such consent, approval or agreement,
provided that no person shall be under any obligation to make any payments (in
money or moneys worth) to, or release any right against, any other party for
the purpose of obtaining any such consent, approval or agreement.


 


5.2       If any
such consent, approval or agreement as is referred to in paragraph 5.1 which is
required prior to the acquisition by a Purchaser of any shares in any Acquired
Company or any of the Acquired Business Assets hereunder has not been obtained
within 12 months of Completion, unless the parties otherwise agree, the
relevant shares or assets shall be excluded from the transfer, shall form part
of the Retained Business and:


 


(i)    if the
transfer has taken place by way of Legal Demerger, the Investors shall make
such financial adjustment between them as shall be fair and reasonable; or


 


(ii)   if the
transfer has taken place by way of a sale and purchase the Company shall
procure that ABN AMRO shall pay or procure payment to the relevant Investor (or
as it may direct) by way of repayment of an appropriate proportion of the
Assumed Equity Value of such amount as shall be fair and reasonable.


 


Any
such adjustment or repayment shall be as agreed between the Investors or,
failing agreement, as shall be determined in accordance with Clause 9 of the
Agreement and paragraph 2.11 of Part 10 of Schedule 3 shall apply
thereto.


 


5.3       Subject
to Part 9 of Schedule 3, pending the receipt of such consent,
approval or agreement as is required for the transfer to the relevant Investor,
or as it may direct, of any of the Acquired Business Assets as provided in
paragraph 5.1:


 


5.3.1    the Company shall procure that ABN AMRO shall, or shall procure that
the member of the Retained Group holding the relevant assets shall, in each
case to the extent permissible under any relevant law and subject to the
requirements of any relevant Regulator:


 


45

















 


(i)    hold all
such assets as agent for the relevant Investor, at all times deal therewith in
accordance with that Investor’s instructions and not take any step or do
anything in relation thereto without that Investor’s prior consent;


 


(ii)   promptly
account to that Investor, or as it may direct, for all amounts received by it
in respect of or relating to such assets;


 


(iii)  to the extent
that the relevant asset comprises one or more companies or businesses, deliver
to that Investor at the end of each month unaudited management accounts
comprising a profit and loss account, cash flow statement and balance sheet
showing the results of such Acquired Company or Business for the month to which
they relate and, on a cumulative basis, for the period since Completion,
prepared as if the Acquired Company or Business was a separately incorporated
member of the ABN AMRO Group and complying with generally accepted accounting
principles in the jurisdiction in which the relevant Acquired Company or
Acquired Business operates; and


 


5.3.2    the relevant Investor shall promptly reimburse each member of the
Retained Group all costs and expenses and shall indemnify each member of the
Retained Group against all Liabilities incurred by it in relation to such
Acquired Company or Acquired Business Assets or in relation to any of the
Business Employees (or any persons who would have been Business Employees if
the relevant Acquired Business had been transferred at Completion) other than
any costs, expenses or Liabilities incurred as a result, direct or indirect, of
any step, act or omission in breach of paragraph 5.1 which was not consented to
or caused (directly or indirectly) by the Investor and other than Tax which
shall be dealt with in accordance with Part 10 of this Schedule 3.


 


5.4       Where any third party is
entitled to be offered or to elect to acquire any shares of any Acquired
Company or any Acquired Business Assets before such shares or assets may be
transferred to an Investor or as it may direct (and has not waived that right)
then, unless the relevant procedures by which such third party is entitled to
be offered or to elect to acquire
all or any of such shares or assets have been completed and the relevant offer
period or periods have expired prior to Completion, such shares or assets shall
not be transferred, notwithstanding Completion, until the relevant procedures
have been completed and the relevant periods have expired.


 


5.5       If any
such third party as is referred to in paragraph 5.4 exercises its right to
acquire all or any shares in an Acquired Company or Acquired Business Assets
then such shares or assets shall be excluded from the relevant sale and, within
3 Business Days of receipt thereof, the Company shall procure that the relevant
member of the ABN AMRO Group shall, pay or procure payment to the relevant
Investor, or as it may direct, by way of repayment of the appropriate
proportion of the Assumed Equity Value, an amount equal to the amount actually
received from such third party as consideration for the acquisition of such
shares or assets less any third party costs incurred by ABN AMRO or any member
of the ABN AMRO Group in connection therewith. Any Taxation incurred in
connection with such sale shall be dealt with in accordance with Part 10
of this Schedule 3.


 


5.6       Notwithstanding
paragraphs 5.1 to 5.5 above, an Investor may elect to proceed with a transfer
of an Acquired Business Asset notwithstanding that any required consents,
approvals or agreements have not been received or that any third party is entitled
to be offered or to elect to acquire such asset as referred to in paragraph
5.4, subject to the conditions set out in paragraphs 1.3.1 to 1.3.3 of this
Part 1 (which shall apply mutatis mutandis as if such an election were a
waiver of a Transfer Condition) being satisfied.


 


46

















 


5.7    Any amount
payable to an Investor, or as it may direct, pursuant to paragraphs 5.2 or 5.6
shall be paid together with interest thereon at the rate per annum equal to
LIBOR from time to time, calculated on a daily basis in respect of the period
from and including the date of receipt of the relevant payment from the third
party to and including the date of payment.


 


6      Post-Completion obligations, further assurances


 


6.1       Both
before and after (and notwithstanding) Completion, each Investor shall, and the
Company shall procure that ABN AMRO shall, at their own expense use reasonable
endeavours to ensure the smooth transition into new ownership of the Acquired
Businesses and (subject to all applicable laws and regulations):


 


6.1.1    continue to give to each of the others, or procure that each of the
others is given, such information and assistance as it may reasonably require
relating to its Acquired Business Assets or the Retained Group, as the case may
be, their employees, customers and suppliers, any contracts, engagements or
orders in place at Completion and their trade debtors and trade creditors and
pass on (or procure that there is passed on) any trade enquiry which it may
receive relating to the assets and businesses acquired or retained by the
other;


 


6.1.2    account promptly to the other (without deduction or set-off) for all
amounts received by it in respect of any contracts, orders or engagements or
any trade debtors or receivables acquired or retained by any of the other
parties pursuant to this Agreement; and


 


6.1.3    from time to time execute and perform (or use its reasonable endeavours
to procure that there is executed and performed) all such acts, deeds,
assignments, transfers and other assurances and documents, and afford (or use
its reasonable endeavours to procure that there is afforded) to the other, or
such party as it may direct, such assistance as such party may reasonably
require:


 


(i)    for the
purpose of vesting in each of the Investors (or in one of its Group companies
as each may direct) the full benefit of the Acquired Business to be acquired by
it or vesting in ABN AMRO (or as it may direct) the full benefit of the assets
of the Retained Group and implementing all the provisions of this Agreement;


 


(ii)   to enable
any claim, action, suit, prosecution, litigation, proceeding, dispute or
arbitration to which a party to this Agreement is or was a party and which
relates to any claim against any other person or entity or any Liability in
respect of the assets or business acquired or retained by the party pursuant to
this Agreement to be continued by or against such person or entity or as the
party to this Agreement may direct; and


 


(iii)  to enable any
judgement or award relating to the assets or business acquired or retained by
it pursuant to this Agreement to be enforced by such party or as it may direct.


 


47

















 


6.2       The
Company shall procure that ABN AMRO shall, subject to all applicable
regulations, use all reasonable endeavours to secure as soon as practicable
after the Unconditional Date the release of each Acquired Company to be
acquired by any Investor, without cost to it, from all guarantees and other
contingent Liabilities given or undertaken by it to secure or support the
obligations of any member of the Retained Group and pending such release shall
procure that ABN AMRO or such member of the Retained Group shall indemnify and
keep indemnified the relevant Acquired Company against all actions,
proceedings, losses, costs, claims, damages, Liabilities and expenses which any
of them may suffer or incur in respect of any claim made under any such
guarantees or other contingent Liabilities after the Unconditional Date.


 


6.3       Each
Investor shall, subject to all applicable regulations, use all reasonable
endeavours to secure as soon as practicable after the Unconditional Date the
release of each member of the Retained Group, and each Acquired Company to be
acquired by any other Investor, without cost to them, from all guarantees or
other contingent Liabilities given or undertaken by them to serve or support
the obligations of any Acquired Company or Acquired Business to be acquired by
such Investor (including, if required, offering its own guarantee or liability
on the same terms, mutatis mutandis,
as and in substitution for the existing guarantee or other liability) and
pending such release shall indemnify the Retained Group and each such Acquired
Company and keep them indemnified against all actions, proceedings, losses,
costs, claims, damages, Liabilities and expenses which any of them may suffer
or incur in respect of any claim made under or in respect of any such
guarantees or other contingent Liabilities after the Unconditional Date.


 


6.4       Without
prejudice to any other provision of this Agreement, each of the parties shall
in good faith, and so far as is permitted by applicable law (and subject to the
requirements of any relevant Regulator):


 


6.4.1    use all reasonable endeavours to secure the carrying out of the
transactions contemplated by this Agreement in accordance with the terms and
the spirit of this Agreement;


 


6.4.2    co-operate with one another to that end and negotiate with a view to
resolving any issues which may arise in connection with the implementation of
the terms and spirit of this Agreement; and


 


6.4.3    consider any reasonable proposals put forward by any other party for
the amendment of this Agreement to take account of any difficulties (whether
fiscal, regulatory or other) which may be encountered in connection with its
implementation or with a view to eliminating any undesirable consequences which
that other party may believe will or might arise in connection with its
implementation or otherwise with a view better to reflect the spirit of this
Agreement.


 


7      Indemnification, Wrong Box Assets and Qualifying Group
Transfers and Payments


 


7.1       Following
the Unconditional Date, each Investor shall indemnify each member of the
Retained Group and each of the other Investors and members of their respective
Groups (including, for this purpose, with effect from the Unconditional Date,
their Acquired Companies) against all Liabilities whensoever incurred,
including, without limitation, Liabilities incurred:


 


7.1.1    prior to the Unconditional Date and remaining outstanding at the
Unconditional Date;


 


7.1.2    after the Unconditional Date; or


 


48

















 


7.1.3    otherwise,


 


to
the extent that the same relate to any of the first named Investor’s Acquired
Business Assets and not to the Retained Business or to the Acquired Business
Assets of any other Investor.


 


7.2       Within
180 days of the Unconditional Date the parties shall review the
composition of the Acquired Businesses of each Investor and of the Retained
Group with a view to establishing whether any of them contain any Wrong Box
Assets and, in default of agreement as to the classification of any such asset
or company, the matter shall be determined in accordance with Clause 9 of this
Agreement. So far as permitted by law and subject to the receipt of all
relevant regulatory approvals, any such asset in an Acquired Business shall be
reallocated to another Acquired Business or to the Retained Business and vice
versa, as the case may be, and, if necessary and if completion of the transfer
of such asset shall have taken place, transferred to a member of the Retained
Group or to the relevant Investor or, in either case, as it may direct and any
such asset in the Retained Group shall be transferred to the relevant Investor
or as it may direct. The consideration for the reallocation or transfer shall
be nil. The tax consequences of the operation of this paragraph 7.2 will be
dealt with in accordance with Part 10 of this Schedule 3.


 


7.3       Within
180 days of the Unconditional Date the parties shall review the
composition of the Acquired Businesses of each Investor and of the Retained
Group with a view to establishing whether any of them contain any Potential
Transfer Assets. To the extent the relevant parties can reach agreement on such
a transfer, so far as permitted by law and subject to the receipt of all
relevant regulatory approvals, any such asset in an Acquired Business shall be
reallocated to another Acquired Business or to the Retained Business, as the case
may be, and, if necessary and if completion of the transfer of such asset shall
have taken place, transferred to a member of the Retained Group or to the
relevant Investor or, in either case, as it may direct and any such asset in
the Retained Group shall be transferred to the relevant Investor or as it may
direct. The consideration for the reallocation or transfer shall be such amount
as is agreed between the relevant Investors. The tax consequences of the
operation of this paragraph 7.3 will be dealt with in accordance with
Part 10 of this Schedule 3.


 


7.4       Within
180 days of the Unconditional Date, the parties shall agree the nature and
amount of the Qualifying Group Payments (if any) and, in default of such
agreement, the nature and amount of the Qualifying Group Payments shall be
determined in accordance with Clause 9 of this Agreement. If it shall be
determined, in accordance with this paragraph, that any members of the ABN AMRO
Group have made a Qualifying Group Payment then the parties shall forthwith
procure that the relevant companies shall return to each other the amount of
the relevant Qualifying Group Payment.


 


7.5       Within
180 days of the Unconditional Date, the parties shall agree whether any of
the members of the ABN AMRO Group have entered into any Qualifying Group
Transfers and, in default of such agreement, the matter shall be determined in
accordance with Clause 9 of the Agreement. If it shall be determined, in
accordance with this paragraph, that any members of the ABN AMRO Group have entered
into a Qualifying Group Transfer then the parties shall forthwith procure that
the relevant companies shall return to each other the assets and any cash the
subject of the relevant Qualifying Group Transfer provided that if, for any
reason, the assets the subject of the Qualifying Group Transfer shall not be
capable of return in accordance with this clause the party to whom such assets
were transferred under the Qualifying Group Transfer shall pay to the
transferor an amount equal to the difference between the value at which the
assets were transferred and the value at which they were reflected in the ABN
Amro Accounts.


 


49

















 


8      Conduct of Claims


 


8.1       The
provisions of this paragraph 8 shall apply in respect of all indemnities
expressed to be given under this Agreement and to the conduct of negotiations
and proceedings where any party hereto has a claim against any other under such
an indemnity or otherwise under this Agreement, provided that they shall not apply
to matters relating to any Third Party Claim (as defined in paragraph 8.3)
where such Third Party Claim is or may be covered by a policy of insurance and
the relevant insurer requires the Indemnifying Party to act in a manner
contrary to the provisions of this clause.


 


8.2       Definitions


 


In
this paragraph 8:


 


8.2.1    Indemnified Party means any party who has any claim under an indemnity or otherwise under
this Agreement; and


 


8.2.2    Indemnifying Party means the party against whom any such claim is made.


 


8.3       Third Party Claim


 


8.3.1    If an Indemnified Party becomes aware of any third party claim,
potential claim, matter or event (a “Third
Party Claim”) which might lead to a claim being made under this
Agreement against the Indemnifying Party, the Indemnified Party shall procure
that notice of such Third Party Claim is given as soon as reasonably
practicable to the Indemnifying Party and, subject to being fully indemnified
(on an after tax basis if appropriate in accordance with the principles in
Schedule 3, Part 10) to its reasonable satisfaction by the Indemnifying
Party against all reasonable out-of-pocket costs and expenses incurred by the
Indemnified Party, and otherwise subject at all times to this paragraph 8:


 


(i)    shall not
make any admission of liability, agreement or compromise with any person, body
or authority nor consent to the entry of any judgement or final order in
relation to any such Third Party Claim except with prior consultation with, and
the prior agreement (not to be unreasonably withheld or delayed) of, the
Indemnifying Party;


 


(ii)   shall take
such action as the Indemnifying Party may reasonably request after consultation
with the Indemnified Party to avoid, dispute, resist, appeal, compromise or
defend such Third Party Claim or any adjudication in respect of that Third
Party Claim; and


 


(iii)  if so
required by the Indemnifying Party in writing shall ensure that the
Indemnifying Party is placed in a position to take on or take over the conduct
of all proceedings or negotiations of whatever nature arising in connection
with the Third Party Claim in question and provide (or, if relevant, procure
that there is provided) such information and assistance as the Indemnifying
Party may reasonably require in connection with the preparation for and conduct
of such proceedings or negotiations provided that the Indemnifying Party shall
keep the Indemnified Party informed of the progress of any proceedings and
shall consult with the Indemnified Party prior to taking any action which may
affect the Indemnified Party, or any business or asset of the Indemnified
Party.


 


50

















 


8.3.2    The Indemnified Party shall be at liberty, without reference to the
Indemnifying Party and without prejudice to its rights against the Indemnifying
Party, to admit, compromise, settle, discharge or otherwise deal with any Third
Party Claim:


 


(i)    if the
Indemnifying Party fails to request the Indemnified Party to take any
appropriate action within 7 days of receipt of the notice given under
sub-paragraph 8.3.1 above;


 


(ii)   if no
response is received from the Indemnifying Party within a reasonable period in
relation to any continuing dispute, negotiation or correspondence;


 


(iii)  if the
Indemnifying Party fails to indemnify the Indemnified Party as required by
paragraph 8.3.1 above; or


 


(iv)  to the extent
that failure to do so would vitiate any contract of insurance of any
Indemnified Party under which such Indemnified Party is able to recover in
respect of the relevant Claim.


 


8.3.3    Without prejudice to paragraph 8.3.1 and 8.3.2 above where, in respect
of any Third Party Claim, the Liability in respect of the claim falls to be
divided (in whatever proportions) between two or more parties pursuant to this
Agreement, the relevant parties shall consult together and co-operate in
relation to the conduct of the relevant claim and shall not make any admission
of liability, agreement or compromise with any person, body or authority in
relation to such claim without prior consultation with and the prior agreement
of the others (such agreement not to be unreasonably withheld or delayed,
having regard to the relevant proportions of liability to be borne) and shall
take such action as the other(s) may reasonably request after consultation to
avoid, dispute, resist, appeal, compromise or defend such Third Party Claim or
any adjudication in respect of such claim, provided that it shall not be
required to do anything that would materially damage its interests or result in
any legal, professional or other privilege being waived.


 


8.4       Upon any
claim under this Agreement being made, or notification pursuant to paragraph
8.1 above of any Third Party Claim which might lead to such a claim being made,
the Indemnified Party shall, subject to being fully indemnified (on an
after-tax basis if appropriate in accordance with the principles in
Schedule 3, Part 10) to its reasonable satisfaction by the
Indemnifying Party against all reasonable out-of-pocket costs and expenses
incurred by such Indemnified Party:


 


8.4.1    make available to accountants and other professional advisers appointed
by the Indemnifying Party such access to the personnel of the Indemnified Party
and to any relevant records and information as the Indemnifying Party
reasonably requests in connection with such claim or Third Party Claim;


 


8.4.2    use reasonable endeavours to procure that the auditors (both past and
current) of the Indemnified Party make available their audit working papers in
respect of audits of the Indemnified Party’s accounts for any relevant
accounting period in connection with such claim or Third Party Claim.


 


8.5       Where
any Indemnified Party is entitled (whether by reason of insurance or payment
discount or otherwise) to recover from some other person any sum in respect of
any Liability which is or could be the subject of a claim under this Agreement
(and whether before or after the Indemnifying Party has made payment
thereunder), the Indemnified Party shall (or, as appropriate, shall procure
that the other Indemnified Party shall) unless the Indemnified Party shall
waive its claim against the Indemnifying Party and refund any amounts repaid:


 


51

















 


8.5.1    promptly notify the Indemnifying Party and provide such information as
the Indemnifying Party may reasonably require relating to such Liability or
dispute and steps taken or to be taken by the Indemnifying Party in connection
with it;


 


8.5.2    if so required by the Indemnifying Party (subject to each Indemnified
Party being fully indemnified on an after-tax basis (if appropriate in
accordance with the principles in Schedule 3 Part 10) to its
reasonable satisfaction by the Indemnifying Party against all reasonable
out-of-pocket costs and expenses incurred by such Indemnified Party) take all
steps (whether by way of a claim against its insurance or otherwise, including
but without limitation, proceedings) as the Indemnifying Party may reasonably
require to enforce such recovery including rights equivalent to those in
paragraph 8.3.1; and


 


8.5.3    keep the Indemnifying Party informed of the progress of any action
taken.


 


8.6       Notwithstanding
any other provision of this Agreement where any Indemnified Party may have a
right to claim (in respect of any Liability in respect of which it is
indemnified by the Indemnifying Party) against any third party, the obligation
of the Indemnifying Party shall be limited (in addition to any other
limitations on the liability of the Indemnifying Party referred to in this
Agreement) to the amount by which the loss or damage suffered by the
Indemnified Party as a result of such matter shall exceed any amounts recovered
by the Indemnified Party from a third party and the reasonable out-of-pocket
costs and expenses and Taxation incurred by the Indemnified Party in obtaining
such recovery. If any amounts shall be recovered by an Indemnified Party from a
third party following the payment of any amount or amounts hereunder by the
Indemnifying Party in respect of the same Liability, the Indemnified Party
shall forthwith return to the Indemnifying Party, an amount equal to the lesser
of:


 


8.6.1    the amount recovered from the third party less the reasonable
out-of-pocket costs and expenses of such recovery and any Taxation incurred in
connection with such recovery; and


 


8.6.2    the amount or amounts previously paid to the Indemnified Party by the
Indemnifying Party in respect of such Liability.


 


8.7       Where
any indemnity contained in this Agreement is expressed to be “on an after-tax
basis”, then in calculating the liability of the Indemnifying Party there shall
be taken into account:


 


8.7.1    the amount by which any liability to Taxation of the Indemnified Party
or the relevant Acquired Company or member of the Retained Group (as the case
may be) is actually reduced or extinguished as a result of the matter giving
rise to the indemnity claim; and


 


8.7.2    the amount by which any liability to Taxation of the Indemnified Party
or the relevant Acquired Company or member of the Retained Group (as the case
may be) is actually increased as a result of the payment by the Indemnifying
Party in respect of the matter giving rise to the indemnity claim.


 


52

















 


Schedule 3 — Part 2

The Acquired Businesses


 


The
assets of, and Liabilities attributable to, Business Units or any business
comprise, subject to Clause 5 and the remaining provisions of this
Schedule 3, those Business Assets and Liabilities reflected in the ABN
AMRO Accounts as being assets and Liabilities of such Business Unit or
business.


 


Part 1. RBS Acquired Businesses


 


The
Business Assets of the following businesses and Business Units of the ABN AMRO
Group:


 


BU
North America (pages 111 to 113 of the ABN AMRO Accounts)


 


BU
Global Clients (pages 53, 117 to 119 and 158 of the ABN AMRO Accounts).


 


BU
Asia (pages 115 to 117 of the ABN AMRO Accounts) excluding the interest in
Saudi Hollandi


 


BU
Europe (excluding Antonveneta) (pages 109 to 111 of the ABN AMRO Accounts,
excluding the Antonveneta profit and loss account and balance sheet)


 


Former
Dutch Wholesale Clients (reported under BU Netherlands, pages 107 to 109 of the
ABN AMRO Accounts, in the ABN AMRO Accounts, as explained on page 106 of the
ABN AMRO Accounts and the ABN AMRO press release of 7 April 2006).(1)


 


Former
WCS Clients outside Brazil within BU Latin America (reported under BU Latin
America, pages 113 to 115 of the ABN AMRO Accounts, as explained in the ABN
AMRO press release of 7 April 2006).


 


Part 2. Santander Acquired Businesses


 


The
Business Assets of the following businesses and Business Units of the ABN AMRO
Group:


 


BU
Latin America (excluding all former WCS Clients outside of Brazil) (pages 113
to 115 of ABN AMRO Accounts)


 


BU
Antonveneta (pages 109 to 111 of ABN AMRO Accounts, excluding everything but
the Antonveneta accounts)


 


(1)   Fortis and RBS acknowledge that they cannot
identify accurately with the currently available information the clients to be
allocated to RBS hereunder. Fortis will as soon as practicable after the
acquisition submit to RBS (i) an analysis of the relevant corporate client
portfolio of BU The Netherlands and a proposal consistent with the agreed
criteria, as well as (ii) one or more proposals for an alternative split
of the aforesaid portfolio if deemed practical. Fortis and RBS will negotiate
in good faith to reach agreement on the clients to be allocated to RBS
accordingly as well as, in the event a different split of clients is agreed, an
appropriate value adjustment. In the absence of agreement, the matter shall be
determined in accordance with clause 9 of the Agreement.


 


In
relation to the Amsterdam dealing room, a split of the infrastructure shall be
agreed between Fortis and RBS in order to allow Fortis to continue servicing
its clients. It is also acknowledged by RBS, Fortis and Santander, that the
physical operation of transaction banking and Global Markets shall be allocated
to and owned by the relevant unit which is part of the to be Acquired Business.
Dedicated systems supporting transaction banking activities globally, including
international cash management, international payments and trade finance, shall
continue to be available for the Investors either on a shared services basis,
or by allowing any such Investor(s) to make the copy or copies required to
continue its activities.


 


53

















 


Interbank
and DMC Consumer Finance, Netherlands (reported under BU Netherlands in pages
107 to 109 of the ABN AMRO Accounts but unidentifiable until full access to ABN
AMRO internal accounting records is available. It is a business in a sale
process by ABN).


 


Part 3. Fortis Acquired Businesses


 


The
Business Assets of the following businesses and Business Units of the ABN AMRO
Group:


 


BU
Private clients (excluding Latin America) (pages 119 to 120 of the ABN AMRO
Accounts, excluding the private banking business LatAM)


 


BU
Netherlands (excluding former Dutch Wholesale Clients and Interbank and DMC
Consumer Finance) (pages 107 to 109 of ABN AMRO Accounts, excluding former
Dutch Wholesale Clients and Interbank Consumer Finance)


 


BU
Asset Management (pages 121 to 122 of ABN AMRO Accounts)


 


The
ABN AMRO Trade Marks (as defined in paragraph 1 of Part 7 of this
Schedule 3)


 


54

















 






 


Schedule 3 — Part 3

The Retained Businesses


1.             Retained Businesses


 


ABN
AMRO interest in Capitalia


 


BU
Private Equity


 


Interest
in Prime Bank, Pakistan


 


ABN
AMRO interest in Saudi Hollandi


 


The
costs of eliminating central group functions and, if any, unallocated property
and unallocated costs


 


Unallocated
pension fund deficit or surplus, to the extent not otherwise allocated to an
Acquired Business under Part 5 of Schedule 3


 


Other
unallocated assets and Liabilities (including unallocated contingent
Liabilities)


 


55

















 


Schedule 3 — Part 4

Employment


1      The
parties agree that they shall each nominate appropriate representative(s) who
will be responsible for agreeing the matters which are required to be agreed
pursuant to part 4 of this Schedule 3. The respective representatives will
meet as soon as reasonably practicable after signing of this Agreement to
examine the matters dealt with in this part 4 and, so far as is necessary, to
determine how employees who do not work exclusively or principally in one of
the Acquired Businesses or the Retained Business should be allocated between
the RBS Acquired Business, the Santander Acquired Business, the Fortis Acquired
Business and the Retained Business (as the case may be). The parties will use
reasonable endeavours to provide to the other parties information in their
possession which might reasonably help facilitate this process.


 


Once
appropriate allocations to a particular business have been made then no
Appropriate Steps shall be taken in relation to the affected employee(s)
without the agreement of the relevant Investor or the Company (as the case may
be), such agreement not to be unreasonably withheld or delayed.


 


Where
any intra-group services are provided by any part of an Acquired Business to
part of another Acquired Business or by any part of an Acquired Business to
part of the Retained Business (or vice versa) the parties will take into
account any continuing requirements to provide such services in making any
necessary determinations in accordance with this part 4 of Schedule 3.


 


2      The
parties shall use their respective reasonable endeavours to ensure that
employees who are engaged exclusively or principally in the RBS Acquired
Business, the Santander Acquired Business, the Fortis Acquired Business or the
Retained Business (as the case may be) shall continue to be so engaged
immediately after the relevant Completion and shall take such Appropriate Steps
as are necessary in the circumstances.


 


In
this Schedule 3, part 4, “Appropriate
Steps” may include, but shall not be limited to:


 


•      taking such steps, if any as are necessary to move the employee to the
relevant Acquired Business or Retained Group, as appropriate, which may be the
making of an offer of employment or a transfer of their employment under any
relevant local law;


•      undertaking appropriate consultation with employees and/or bodies
representing employees;


•      ensuring that an employee is released from any obligations to his
current employer in order to facilitate the change of employer proposed; and


•      taking such steps as are reasonable in the circumstances to mitigate
any Liability associated with, as the case may be, the termination or change of
employer (for example, moving the employee immediately prior to the relevant
Completion rather than after that Completion).


 


3      Where:


 


3.1       an
employee who is exclusively or principally engaged in one of the RBS Acquired
Business, Santander Acquired Business or Fortis Acquired Business (as the case
may be) is a director or employee of a member of the Retained Group or of an
Acquired Company acquired by another Investor; or


 


56

















 


3.2       an
employee who is exclusively or principally engaged in the Retained Business is
a director or employee of an Acquired Company,


 


subject
to there being no adverse effect upon the ability of any relevant company to
maintain any regulatory approval, the relevant employee shall cease as soon as
reasonably practicable after the relevant Completion to be a director or
employee of the relevant company and the parties shall take Appropriate Steps
to offer such employee employment by a company carrying on part of the Acquired
Business or Retained Business in which he is engaged provided that the relevant
Investor in respect of whose business the employee is principally or
exclusively engaged (or the Company as the case may be) has approved the
Appropriate Steps (such approval not to be unreasonably withheld or delayed).
The parties shall use reasonable endeavours including taking any of the
approved Appropriate Steps to minimise any Liabilities which may arise as a
result of such cessation. If any Liabilities do arise then such Liabilities
shall, in respect of an employee engaged exclusively or principally in the RBS,
Santander or Fortis Acquired Business (as the case may be) be borne by the
relevant Investor (which Investor shall indemnify the Retained Group, the
Company and the other Investors accordingly) and, in respect of an employee
engaged exclusively or principally in the Retained Business, shall be borne by
the Retained Group (and, accordingly, indirectly by the Investors in the
Consortium Proportions).


 


4      The
parties acknowledge that as a consequence of the transactions contemplated by
this agreement, the requirements of the Retained Business and the Acquired Businesses
in relation to employees may change or diminish and, as a consequence, it may
be necessary to terminate the employment of certain employees. In effecting any
such terminations, the parties will use reasonable endeavours, including taking
the Appropriate Steps, to minimise any Liabilities which arise as a
consequence.


 


Where
the employment of an employee of a member of the Retained Group is terminated
where that person is exclusively or principally engaged in an Acquired
Business, the relevant Investor which is to buy that Acquired Business will
bear the cost (if any) of such termination and will indemnify the appropriate
member of the Retained Group against any Liability accordingly. Such
termination will not be effected without the prior approval of the relevant
Investor who will bear the cost (such approval not to be unreasonably withheld
or delayed).


 


Where
the employment of an employee of an Acquired Company acquired by one Investor
is terminated where that person is exclusively or principally engaged in the
Acquired Business acquired by another Investor, that other Investor will bear
the cost (if any) of such termination and will indemnify the first-mentioned
Investor against any Liability accordingly. Such termination will not be
effected without the prior approval of the relevant Investor who will bear the
cost (such approval not to be unreasonably withheld or delayed).


 


Where
the employment of an employee of an Acquired Company is terminated where that
person is exclusively or principally engaged in the Retained Business, then the
Retained Group (that is, indirectly, the Investors in the Consortium
Proportions) will bear the cost (if any) of such termination and shall
indemnify the Acquired Company against any Liability accordingly. Such termination
will not be effected without the prior approval of the Company (such approval
not to be unreasonably withheld or delayed).


 


57

















 


Where
any employee whose employment would otherwise have been terminated (because the
further requirement for his or her services has changed or diminished) becomes
employed by a “mobility organisation” or some other local equivalent (such that
the employee becomes engaged by an employer other than a company in either one
of the Acquired Businesses or the Retained Business) the principles set out
above shall continue to apply in respect of any Liabilities relating to that
employee’s employment by the mobility organisation or the termination of his or
her employment by such organisation notwithstanding that such termination may
occur at a later date.


 


5      Where an
employee is seconded from an Acquired Business to the Retained Business or vice
versa the parties shall consult with a view to agreeing when the secondment
shall end having regard to their respective business needs and whether or not
an offer should be made to that employee so that he or she should cease to be
an employee of an Acquired Company or (as the case may be) a member of the
Retained Group and become an employee of a member of the Retained Group or (as
the case may be) of an Acquired Company. Where the relevant parties agree such
an offer is to be made, the parties will take such of the Appropriate Steps as
are reasonably necessary to effect the change of employer of the employee
concerned and to minimise any Liabilities associated with the termination of
any such secondment arrangements. Any such Liabilities will be allocated
according to the principles set out in paragraph 3 of this Part 4.


 


6      Where an employee is seconded from one
Acquired Business to an Acquired Business to be bought by another Investor the
relevant Investors shall consult with a view to agreeing when the secondment
shall end having regard to their respective business needs and whether or not
an offer should be made to that employee so that he or she should cease to be
an employee of one Acquired Company and become an employee of a different
Acquired Company. Where the relevant parties agree such an offer is to be made,
the parties will take such of the Appropriate Steps as are reasonably necessary
to effect the change of employer of the employee concerned and to minimise any
Liabilities associated with the termination of any such secondment
arrangements. Any such Liabilities will be allocated according to the
principles set out in paragraph 3 of this Part 4.


 


7      Where the parties are unable to agree a
resolution under paragraph 5 or 6, the employee will continue to be governed by
the terms of his or her secondment agreement and shall return to the company by
which he or she is employed at the end of the secondment agreement or otherwise
in accordance with its terms.


 


8      In the case of those employees not covered by
paragraphs 2, 3, 4, 5 and 6 of this Part 4 the parties shall consult with each
other as required, with a view to determining (as soon as reasonably
practicable):


 


8.1       whether
or not all or any of such employees should become employees of an Acquired
Company or a member of the Retained Group; and


 


8.2       what
arrangements should be made to ensure that an Investor or the Retained Group,
as the case may be, does not suffer as a result of certain employees not
becoming its employees,


 


and
the parties shall use their reasonable endeavours to give effect to such
determination.


 


58

















 


Once
the parties have determined which employees should be employed by a member of
an Acquired Group or the Retained Group (as the case may be), each Investor (in
relation to its Acquired Group) and the Company (in relation to the Retained
Group) shall procure that such Appropriate Steps as are agreed (such agreement
not to be unreasonably withheld or delayed) are taken in relation to each
relevant employee and the other parties shall procure a release of such
employee’s obligations in order that the employee is able to accept such an
offer of employment made to him as an Appropriate Step.


 


9      It is the
intention of the parties, save (i) as provided otherwise in this
Part 4; and (ii) as otherwise agreed between the parties; that all Liabilities
in respect of an employee (whether relating to their employment prior to
Completion, to steps taken to move their employment to a company carrying on
the appropriate Acquired Business or to a company in the Retained Group or to
the termination of their employment) shall be borne:


 


9.1       in
respect of employees exclusively or principally engaged in the RBS, Fortis or
Santander Acquired Businesses, as the case may be, by RBS, Fortis or Santander
(respectively);


 


9.2       in
respect of employees exclusively or principally engaged in the Retained
Business, by the Retained Group; and


 


9.3       where it
is not possible to determine in accordance with the procedure set out in
paragraph 1 above where such employees were engaged, between the Retained Group
and the relevant Investor(s) or between the relevant Investors (as the case may
be) having regard to (i) the proportion of the employee’s duties prior to
Completion which related to each such entity; or (ii) to such other
principles as the parties, acting reasonably, agree.


 


10   If the sale
and purchase of any Acquired Business, or any act or omission after Completion
by an Investor or a member of its Group or by a member of the Retained Group
shall entitle any employee to treat his or her employment as terminated or otherwise
to bring an action against any Acquired Company or any member of the Retained
Group (as the case may be) in respect of his or her employment, the parties
shall consult with a view to reducing or mitigating any Liabilities. To the
extent that such Liabilities do arise, the costs in respect of an employee
exclusively or principally engaged in the RBS, Fortis or Santander Acquired
Businesses, as the case may be, shall be borne by RBS, Fortis or Santander
(respectively) and the costs in respect of an employee exclusively or
principally engaged in the Retained Business shall be borne by the Retained
Group.


 


If
it is not possible to determine that the relevant employee is exclusively or
principally engaged in one or more of the RBS, Fortis or Santander Acquired
Businesses or the Retained Business, the Liabilities shall be borne between the
Retained Group, and the relevant Investor(s) or between the relevant Investors
(as the case may be) having regard to (i) the proportion of the employee’s
duties prior to any relevant Completion which relate to each such entity; or
(ii) such other principles as the parties, acting reasonably agree.


 


11   Without
prejudice to Clause 5.7 of this Agreement, prior to any relevant Completion,
any Investor may provide management and other services to one or more of the
other Acquired Businesses and/or the Retained Business on such terms (including
appropriate charges) as may be agreed between the parties.


 


12   For the
avoidance of doubt, all pension Liabilities in relation to employees and former
employees of the Acquired Businesses and Retained Business will be dealt with
in accordance with Part 5 of Schedule 3. Hence, this Part 4
relates only to non-pension Liabilities in respect of such employees.


 


59

















 


13   If the
parties cannot, acting reasonably, determine (i) that an employee is
exclusively or principally engaged in a particular Acquired Business or the
Retained Business; or (ii) how Liabilities for a particular employee are
allocated pursuant to this Part 4,; either of the parties who fails to
reach such determination may serve written notice on the other that it wishes
to seek independent determination of such matter. In this event, the party
serving such notice will notify the Independent Accountants of the dispute. The
Independent Accountants shall be engaged by the Company to deal with the matter
or may nominate such suitably qualified person as they determine appropriate
having regard to the nature of the dispute. The parties will have 15 working
days from the date of the notice (the “Notice
Date”) in which to submit written representations to the Independent
Accountants (or their nominee), which representations must be copied to the
other party at the same time as they are provided to the Independent
Accountants (or their nominee). For the purposes of such determination, the
provision of Clauses 9.2 to 9.10 (but not Clause 9.4.2) shall apply. The
Independent Accountants (or their nominee) will be requested to deliver their
determination and in any event within 30 working days of the Notice Date. The
determination shall be final and binding save in the event of manifest error in
which event Clause 9.11 will apply. This paragraph shall not apply to disputes
in relation to senior executives (including but not limited to employees who
are board members) or to disputes in relation to a number of employees within
one business unit, where that number is significant as a proportion of the
total number in that business unit.


 


14   Any dispute
not covered by paragraph 13 shall if not resolved by agreement between the
parties within 60 business days of such dispute arising, be determined in
accordance with Clause 9 of the Agreement.


 


15   For the
purpose of determining an appropriate approach to all HR-related matters
concerning the Restructuring (including, but not limited to those matters
described in more detail in Parts 4 and 5 of Schedule 3) each Investor has
appointed their Chief HR Officer (or person with similar status and
responsibilities), or his or her nominee from time to time, to act as an HR
Executive Steering Group (“ESG”).
The ESG, whose purpose is to function as a steering and governance body for all
HR-related matters relating to the Restructuring, will take all decisions by
unanimous consent of the ESG unless otherwise provided below. The ESG will
operate under the supervision of the Board. In the event that the members of
the ESG (or their nominees from time to time) are unable to reach unanimous
agreement on any matter (other than a matter which may be decided by one of the
Investors according to any of the paragraphs hereof), that matter will be
referred for determination to the Board. Where a matter relates exclusively to
the employees of an Acquired Business to be acquired by an Investor, that
Investor shall submit a recommendation for determination to the Board which
will not unreasonably withhold its consent.


 


16   The ESG has
established a number of workstreams to develop priorities and propose
appropriate actions on HR-related matters, as follows:


 


•      Programme co-ordination;


•      Communication and engagement;


•      Policy frameworks;


•      Employee relations;


•      Resourcing and assessment;


•      Workforce management;


 


60

















 


•      “Employment office” (i.e. the HR function that identifies redeployment
opportunities across the business of ABN AMRO Group);


•      Compensation and benefits; and


•      Terms and Conditions (including (i) Head Office/Group functions
(including Tax, Finance, Legal, Strategy, Secretariat, Internal Audit,
Treasury, Investor Relations, Communications, Economics, Public Policy &
Governmental Affairs and Customer Relations); and (ii) HR functions
(including Policy & Employment, Remuneration and Benefits, Resourcing and
Development and Shared Services).


 


Workstreams
may be modified, discontinued or supplemented as determined by the ESG from
time to time.


 


17   ESG and each
workstream will, unless otherwise agreed by the ESG, divide its work so that it
relates to three separate phases of the Transaction, i.e.:


 


•      the period prior to the making of the Offer;


•      the period between making of the Offer and Offer Satisfaction Date; and


•      the period following the Offer Satisfaction Date.


 


18   Without
prejudice to the generality of paragraphs 15 to 17 above, the Investors each
acknowledge and agree that, in respect of The Netherlands, Fortis will lead the
strategy and the integration planning, which will include inter alia the
execution of the defined actions and the power to take all related decisions,
for the following HR areas:


 


•      Business Unit Netherlands;


•      Employee relations in The Netherlands (including dealing with any
collective Labour Agreement and the negotiation of any social plans); and


•      “Employment Office” in The Netherlands.


 


19   For the
purposes of paragraph 18 above, Fortis will recommend the appropriate strategy
and integration planning to the ESG. In the event that the members of the ESG
(or their nominees from time to time) are unable to reach unanimous agreement
on any such matter, Fortis shall submit a recommendation for determination to
the Board which shall not unreasonably withhold its consent.


 


61

















 


Schedule 3 — Part 5

Pensions


 


1      As soon
as reasonably practicable and subject to applicable legal and regulatory
provisions, the Investors will in relation to each pension plan negotiate in
good faith and enter into detailed agreements consistent with the following
principles.


 


2      The
Investors acknowledge that the general principles in respect of pensions are
that:


 


(a)   all pension
Liabilities and pension costs in respect of employees will be borne by the
appropriate Acquired Businesses or Retained Business on the same basis as all
Liabilities of an employee will be allocated under paragraph 9 of Schedule 3
— Part 4 (Employment) of this Agreement; and


 


(b)   the pension
Liabilities and pension costs in respect of former employees will be borne by
the appropriate Acquired Businesses or Retained Business by applying, to the
extent possible and having regard to paragraphs 11 and 12 of this Part of this
Schedule, the principles of allocation of Liabilities under paragraph 9 of
Schedule 3 — Part 4 (Employment) of this Agreement but with reference
to the employment those former employees had at the time of termination of
their employment agreement.


 


3      The
Investors will, subject to applicable legal and regulatory provisions and
having regard to the history and circumstances of the plan, agree whether
following Completion each plan should continue as:


 


(a)   a multi-employer
plan; or


 


(b)   a single
employer plan.


 


Multi-employer plans


 


4      Where the
Investors agree that following the relevant date of Completion a current plan
should continue as a multi-employer plan, the relevant companies within the
Acquired Businesses and the Retained Business will continue to participate in
the plan on such other terms and conditions as are agreed by the Investors from
time to time, provided that those terms and conditions, together with, where
appropriate, any compensations agreed between the Acquired Businesses and the
Retained Business, accord with the general principles stated in paragraph 2 of
this Part of this Schedule.


 


Single employer plans


 


5      Where the
Investors agree that following the relevant date of Completion a plan should
continue as or be converted to a single employer plan, subject to applicable
legal and regulatory provisions, the Investors will agree who will be the
principal sponsoring employer. This could be a company within one of the
Acquired Businesses or the Retained Business. This will normally be the company
which is currently the principal sponsoring employer, but may be changed by
agreement if the current membership of the plan is inconsistent with this. To
the extent that this results in one Acquired Business or the Retained Business
taking responsibility for Liabilities for former employees of another Acquired
Business or the Retained Business (as the case may be), a valuation adjustment
amongst the involved Acquired Business(es) and/or the Retained Business will be
made in accordance with the financial position of the plan on an IAS19 basis
(including allowance for discretionary benefits where this has been
incorporated previously in the IAS19 valuation).


 


62

















 


Cessation of participation


 


6      If a
company within the Acquired Businesses or the Retained Business ceases to
participate in a plan, the Investors will use reasonable endeavours to procure
that a transfer value is paid from that plan to a new plan for employees of
that Acquired Business or Retained Business or company within that business (in
respect of current employees and/or former employees). The Investors will agree
a proposed transfer value basis to be put to the trustees or managers of the
plan.


 


7      To the
extent that the transfer value actually paid differs from the value of the
Liabilities transferred on an IAS19 basis multiplied by the funding level of
the plan on the IAS19 basis, a cash adjustment will be due between the Acquired
Businesses and/or Retained Business which accords with the general principles
stated in paragraph 2 of this Part of this Schedule. The Investors will
cooperate to ensure that any adjustments are applied in as tax efficient manner
as possible.


 


8      The
Investor which owns the continuing principal sponsoring employer will indemnify
the other Investors in respect of any Acquired Business or Retained Business or
a company within these businesses which ceases to participate against any
continuing liability which they may have (for example imposed by a regulatory
body) in relation to their previous participation in the plan.


 


9      Where a
company within the Acquired Business or Retained Business ceases to participate
in a plan, it will procure alternative pension provision for future service if
it is required to do so by applicable legal or regulatory provisions.


 


Defined contribution plans and unfunded pension liabilities


 


10   The
principles stated in this Part of this Schedule will be modified as appropriate
as follows:


 


(c)   the general
principles stated above apply mutatis mutandis to defined contribution plans
and, where possible, unfunded pension Liabilities;


 


(d)   to the
extent that any unfunded pension Liabilities or any excess of funding in any
plan cannot be allocated to any Acquired Businesses and/or the Retained
Business by applying the foregoing principles, such unfunded pension
Liabilities or any excess of funding will be allocated to the Retained Business
and shared by the Investors in accordance with their participation in the
Retained Business; and


 


(e)   to the
extent that the Investors agree that defined contribution and unfunded pension
Liabilities will be transferred under such general principles, the Investors
will agree the appropriate transfer amount to be paid within a reasonable
period.


 


General


 


11   The
Investors acknowledge that attributing Liabilities precisely for former
employees to each Investor may be difficult or impossible and will use suitable
approximations where appropriate, having regard to cost.


 


12   The Investors
acknowledge that transfers of former employees between plans may be contentious
or potentially contentious in some cases, and will cooperate to ensure that
former employees may remain in their existing plan where this is appropriate
and accords with the general principles stated in paragraph 2 of this Part of
this Schedule.


 


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13   The
Investors agree that if any dispute arises in respect of pensions then it shall
be determined in accordance with Clause 9 of this Agreement save that the
Investors may agree that the dispute will be determined by an independent
actuary instead of an Independent Accountant, in which case references in
Clause 9 to Independent Accountants shall be read as references to an independent
actuary and references in Clause 9 to the President of the Institute of
Chartered Accountants shall be read as references to the President of the
Institute of Actuaries.


 


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Schedule 3 — Part 6

Operations and Information Technology


1      Governance


 


1.1       The
parties recognise that managing the provision from the Unconditional Date, and
the eventual separation and migration, of the Common Interest Assets, Common
Interest Contracts and Common Interest Services will be a complex task that
will require the effective cooperation of the parties.


 


1.2       The
Investors shall establish a Central Service Governance Committee, to govern the
task described in paragraph 1.1, as follows:


 


1.2.1    the Central Service Governance Committee shall consist of three members
as follows:


 


(i)    Alain
Deschenes or such other individual as Fortis may from time to time nominate, by
notifying the other Investors in writing, as its representative on the Central
Service Governance Committee;


 


(ii)   John White
or such other individual as RBS may from time to time nominate, by notifying
the other Investors in writing, as its representative on the Central Service
Governance Committee; and


 


(iii)  Jose Maria
Fuster or such other individual as Santander may from time to time nominate, by
notifying the other Investors in writing as its representative on the Central
Service Governance Committee;


 


1.2.2    the Central Service Governance Committee may from time to time
establish one or more sub-committees consisting of such employees of Fortis,
RBS and Santander and/or such external advisors as the Central Service
Governance Committee deems appropriate;


 


1.2.3    in accordance with the terms of Clause 5 of this Agreement, the Central
Service Governance Committee shall:


 


(i)    oversee the
separation of Common Interest Assets, Common Interest Contracts and Common
Interest Services and migration from the Fortis Services, RBS Services,
Santander Services and Company Services;


 


(ii)   review the
performance of the Fortis Services, RBS Services, Santander Services and
Company Services;


 


(iii)  review the
material Common Interest Contracts in order to identify whether the ongoing
provision of the Fortis Services, RBS Services, Santander Services and Company
Services (and their termination and replacement) is best achieved by the
novation, assignment, termination or retention until expiry of those Common
Interest Contracts;


 


(iv)  assist,
acting reasonably, each of the Investors in implementing synergies and cost
savings in the provision of the Fortis Services, RBS Services and Santander
Services and such other services, assets and contracts used within the Acquired
Businesses;


 


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(v)   subject
always to paragraph 4.4, 5.4, 6.4 and 7.4:


 


(a)   where
required, determine whether elements of Common Interest Assets, Common Interest
Contracts and Common Interest Services should be modified, renewed, replaced or
terminated;


 


(b)   establish a
change control and management process and sub-committee for managing any such
modifications, renewals, replacements or terminations; and


 


(c)   identify
service levels for the Company Services, subject to the following conditions:


 


(I)    where the
relevant services are provided by a third party, such service levels shall not
exceed those available from the relevant third party; and


 


(II)   the service
levels so identified shall be the same for each Investor and their respective
Acquired Businesses in relation to equivalent services;


 


(vi)          subject
to paragraph 2, seek to resolve any dispute between the Investors in respect of
the matters described in this Part of this Schedule;


 


1.2.4    decisions of the Central Service Governance Committee must be reached
by unanimous agreement with all Investors acting reasonably and in good faith;
and


 


1.2.5    unless the Investors agree to a different frequency in writing, the
Central Service Governance Committee (or an appropriate subcommittee
established by the Investors) shall meet at least:


 


(i)    daily to
discuss any service incidents that have arisen; and


 


(ii)   weekly to
discuss any other Service issues that need to be addressed by the Central
Service Governance Committee.


 


Such
meetings shall take place by telephone or any other virtual communication
system/media agreed by the participants, unless otherwise agreed by the
Investors.


 


1.3       In
accordance with Clause 5.2.2, following the Unconditional Date the parties
shall enter into one or more agreements to address: (i) the planning and
implementation of the separation and migration of the Common Interest Assets,
Common Interest Contracts and Common Interest Services; and (ii) the
ongoing provision of the Fortis Services, RBS Services and Santander Services,
in each case reflecting the principles set out in this Part of this Schedule (the
“Separation Agreements”).


 


1.4       Subject
to paragraph 1.5, the parties shall discuss and agree as soon as reasonably
practicable following the Unconditional Date a reasonable and appropriate
methodology for remunerating each party that:


 


1.4.1    provides a Fortis Service, RBS Service or Santander Service to one or
more of the other Investors;


 


1.4.2    contributes to the planning and/or implementation of the separation and
migration of the Common Interest Assets, Common Interest Contracts and Common
Interest Services; and / or


 


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1.4.3    contributes to the planning and/or implementation of the migration from
the Fortis Services, RBS Services and Santander Services,


 


so
that each beneficiary of the items described above compensates those providing
the items described on a reasonable basis. Subject to Clause 5.7, the
remuneration paid to an Investor shall in no event be less than the direct
costs of that Investor attributable to the provision to the other Investors of
the relevant items described above. The discussions of the parties pursuant to
this paragraph 1.4 may also include the consideration of alternative liability
language to paragraph 8.3 to reflect any change in the pricing regime.


 


1.5       The
parties shall use reasonable endeavours to change as soon as reasonably
practicable following the Unconditional Date the ABN AMRO Group’s methodology
for remuneration applicable to the items described in paragraph 1.4 to permit
the methodology for remuneration agreed pursuant to paragraph 1.4 to be given
effect. Until such time as such a change is made, the ABN AMRO Group’s
methodology for remuneration applicable to the items described in paragraph 1.4
shall apply in accordance with Clause 5 of this Agreement.


 


2      Disputes


In
the event the Central Service Governance Committee cannot reach a unanimous
decision within 15 days in respect of any of the matters described in this
Part of this Schedule, it will, as soon as practicable, commission an
independent report from a qualified third party expert. If within 15 days
following receipt of such report, the Central Service Governance Committee
remains unable to reach a unanimous decision, it will refer the matter to the
Board for decision, accompanied by the aforesaid report of the third party
expert.


 


3      Allocation of Acquired
Business Assets


 


3.1       The
parties recognise that as part of the transfer of the Acquired Businesses to
the Investors the Acquired Business Assets for each Acquired Business shall
include the Information Technology, Operations Assets and related contracts
which are exclusively or principally used by that Acquired Business and nothing
in this Part of this Schedule shall affect the ownership of these assets or
contracts.


 


3.2       The
parties recognise that the Common Interest Assets comprise assets that impact
some or all of the Acquired Businesses or assets the use of which is shared by
some or all of the Acquired Businesses. Therefore, the parties agree that the
Common Interest Assets will be supervised by all the Investors on the terms of
this Agreement.


 


4      Provision of Company Services


 


4.1       From the
Unconditional Date until the earlier of (i) the date on which the Company
ceases to control the Retained Business; and (ii) the provision of all
services provided to all Investors under this paragraph 4.1 has been terminated
pursuant to paragraph 4.2:


 


4.1.1    RBS shall (and the Company shall permit RBS to) manage the provision of
all the Common Interest Assets, Common Interest Contracts and Common Interest
Services (not forming part of the Fortis Services, RBS Services or Santander
Services) by the Company pursuant to paragraph 4.1.2, under the supervision of
the Central Service Governance Committee; and


 


4.1.2    the Company shall procure that the ABN AMRO Group:


 


67

















 


(i)    provides,
in accordance with Good Industry Practice, the Common Interest Services that
were supplied to the Fortis, RBS and Santander Acquired Businesses respectively
as at the Unconditional Date, in each case on the terms applicable in
accordance with Clause 5 of this Agreement;


 


(ii)   makes
available the Common Interest Assets and Common Interest Contracts (and the
goods and services provided thereunder) to the Fortis, RBS and Santander
Acquired Businesses, in each case on the terms applicable in accordance with
Clause 5 of this Agreement; and


 


(iii)  implement any
agreed initial actions set out in the Business Plan and support investigations
towards separation or migration of Common Interest Assets, Common Interest
Contracts or Common Interest Services,


 


in
each case to the extent that, from the relevant Completion Date, the above do
not form part of the Fortis Services, RBS Services or Santander Services.


 


4.2       Termination of Company Services


 


The
provision by the Company of the Company Services (including Common Interest
Services forming part of the Company Services) provided to the Fortis, RBS and
Santander Acquired Businesses respectively shall continue until terminated in
accordance with Clause 5.7.


 


4.3       Consequences of Termination of Company Services


 


Where
the Company Services provided to an Investor are terminated pursuant to
paragraph 4.2:


 


4.3.1    that Investor shall be wholly responsible for the planning,
implementation and costs of the migration of the relevant Company Services to a
replacement provider or providers;


 


4.3.2    the Company shall provide (and RBS shall manage the provision of)
reasonable assistance in relation to the planning, implementation and costs of
the migration of the relevant Company Services to a replacement provider or
providers, the costs of such assistance to be reimbursed on the same basis
agreed by the Central Service Governance Committee under paragraph 1.4; and


 


4.3.3    that Investor shall ensure that the migration of the Company Services
described in paragraph 4.3.1 shall not have a material adverse effect on the
remaining Company Services.


 


4.4       Changes to the Company Services


 


The
Company and RBS shall not have the right to introduce any changes to a Company
Service unless otherwise agreed in accordance with Clause 5.7.


 


5      Provision of RBS Services


 


5.1       Subject
to paragraph 5.2, from the first Completion Date for the transfer of the RBS
Acquired Businesses RBS shall:


 


5.1.1    provide to the Fortis and Santander Acquired Businesses, in accordance
with Good Industry Practice, those Common Interest Services that were supplied
to the Fortis and Santander Acquired Businesses respectively by the RBS
Acquired Businesses as at the Unconditional Date, in each case on the terms
applicable in accordance with Clause 5 of this Agreement; and


 


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5.1.2    make available to the Fortis and Santander Acquired Businesses those
Common Interest Assets and Common Interest Contracts (and the goods and
services provided thereunder) that were made available to the Fortis and
Santander Acquired Businesses by the RBS Acquired Businesses as at the
Unconditional Date, in each case on the terms applicable in accordance with
Clause 5 of this Agreement.


 


5.2       Termination of RBS Services


 


The
provision by RBS of the RBS Services (including Common Interest Services
forming part of the RBS Services) provided to the Fortis and Santander Acquired
Businesses respectively shall continue until otherwise agreed in accordance
with Clause 5.7.


 


5.3       Consequences of Termination of RBS Services


 


Where
the RBS Services provided to an Investor are terminated pursuant to paragraph
5.2:


 


5.3.1    that Investor shall be wholly responsible for the planning,
implementation and costs of the migration of the relevant RBS Services to a
replacement provider or providers;


 


5.3.2    RBS shall provide reasonable assistance in relation to the planning,
implementation and costs of the migration of the relevant RBS Services to a
replacement provider or providers, the costs of such assistance to be
reimbursed on the same basis agreed by the Central Service Governance Committee
under paragraph 1.4; and


 


5.3.3    that Investor shall ensure that the migration of the RBS Services
described in paragraph 5.3.1 shall not have a material adverse effect on the
remaining RBS Services.


 


5.4       Changes to the RBS Services


 


RBS
shall not have the right to introduce any changes to a RBS Service provided to
an Investor unless otherwise agreed in accordance with Clause 5.7.


 


6      Santander Services


 


6.1       Subject
to paragraph 6.2, from the first Completion Date for the transfer of the
Santander Acquired Businesses Santander shall:


 


6.1.1    provide to the Fortis and RBS Acquired Businesses, in accordance with
Good Industry Practice, those Common Interest Services that were supplied to
the Fortis and RBS Acquired Businesses respectively by the Santander Acquired
Businesses as at the Unconditional Date, in each case on the terms applicable
in accordance with Clause 5 of this Agreement; and


6.1.2    make available to the Fortis and RBS Acquired Businesses those Common
Interest Assets and Common Interest Contracts (and the goods and services
provided thereunder) that were made available to the Fortis and RBS Acquired
Businesses by the Santander Acquired Businesses as at the Unconditional Date,
in each case on the terms applicable in accordance with Clause 5 of this
Agreement.


 


69

















 


6.2       Termination of Santander Services


 


The
provision by Santander of the Santander Services (including Common Interest
Services forming part of the Santander Services) provided to the Fortis and RBS
Acquired Businesses respectively shall continue until otherwise agreed in
accordance with Clause 5.7.


 


6.3       Consequences of Termination of Santander Services


 


Where
the Santander Services provided to an Investor are terminated pursuant to
paragraph 6.2:


 


6.3.1    that Investor shall be wholly responsible for the planning,
implementation and costs of the migration of the relevant Santander Services to
a replacement provider or providers;


 


6.3.2    Santander shall provide reasonable assistance in relation to the
planning, implementation and costs of the migration of the relevant Santander
Services to a replacement provider or providers, the costs of such assistance
to be reimbursed on the same basis agreed by the Central Service Governance
Committee under paragraph 1.4; and


 


6.3.3    that Investor shall ensure that the migration of the Santander Services
described in paragraph 6.3.1 shall not have a material adverse effect on the
remaining Santander Services.


 


6.4       Changes to the Santander Services


 


Santander
shall not have the right to introduce any changes to a Santander Service
provided to an Investor unless otherwise agreed in accordance with Clause 5.7.


 


7      Fortis Services


 


7.1       Subject
to paragraph 7.2, from the first Completion Date for the transfer of the Fortis
Acquired Businesses Fortis shall:


 


7.1.1    provide to the RBS and Santander Acquired Businesses, in accordance
with Good Industry Practice, those Common Interest Services that were supplied
to the RBS and Santander Acquired Businesses respectively by the Fortis
Acquired Businesses as at the Unconditional Date, in each case on the terms
applicable in accordance with Clause 5 of this Agreement; and


 


7.1.2    make available to the RBS and Santander Acquired Businesses those
Common Interest Assets and Common Interest Contracts (and the goods and
services provided thereunder) that were made available to the RBS and Santander
Acquired Businesses by the Fortis Acquired Businesses as at the Unconditional
Date, in each case on the terms applicable in accordance with Clause 5 of this
Agreement.


 


7.2       Termination of Fortis Services


 


The
provision by Fortis of the Fortis Services (including Common Interest Services
forming part of the Fortis Services) provided to the RBS and Santander Acquired
Businesses respectively shall continue until otherwise agreed in accordance
with Clause 5.7.


 


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7.3       Consequences of Termination of Fortis Services


 


Where
the Fortis Services provided to an Investor are terminated pursuant to
paragraph 7.2:


 


7.3.1    that Investor shall be wholly responsible for the planning,
implementation and costs of the migration of the relevant Fortis Services to a
replacement provider or providers;


 


7.3.2    Fortis shall provide reasonable assistance in relation to the planning,
implementation and costs of the migration of the relevant Fortis Services to a
replacement provider or providers, the costs of such assistance to be
reimbursed on the same basis agreed by the Central Service Governance Committee
under paragraph 1.4; and


 


7.3.3    that Investor shall ensure that the migration of the Fortis Services
described in paragraph 7.3.1 shall not have a material adverse effect on the
remaining Fortis Services.


 


7.4       Changes to the Fortis Services


 


Fortis
shall not have the right to introduce any changes to a Fortis Service provided
to an Investor unless otherwise agreed in accordance with Clause 5.8.


 


8      Charges and Liability under this Part of this Schedule


 


8.1       From the
Unconditional Date for the services provided by RBS pursuant to paragraph 4.1.1
and from the first Completion Date for all other services described in this
Part of this Schedule, each party shall pay the other party such costs and
charges in respect of such services as are determined pursuant to paragraph 1.4
above.


 


8.2       Nothing
in this Agreement shall limit any party’s liability for personal injury or
death as a result of negligence arising out of the rights and obligations set
out in this Part of this Schedule.


 


8.3       Save to
the extent that revised liability provisions are agreed by the parties pursuant
to paragraph 1.4 as part of the agreement of a revised remuneration regime, the
aggregate liability of each party to the other parties arising out of the
rights and obligations set out in this Part of this Schedule, in tort
(including negligence) or otherwise, shall not exceed £1.


 


9      Definitions


 


In
this Part of this Schedule, the following words shall have the following
meanings:


 


9.1       “Common Interest Assets” means all
Information Technology and Operations Assets owned by any member of the ABN
AMRO Group as at the Unconditional Date which are used in or relate to more
than one of the RBS Acquired Business, Santander Acquired Business, Fortis
Acquired Business and the Retained Business immediately after the Unconditional
Date;


 


9.2       “Common Interest Contracts” means the
contracts entered into by any member of the ABN AMRO Group which relate to
Information Technology, Operations Assets and/or Services and which subsist as
at the Unconditional Date which are used in or relate to more than one of the
RBS Acquired Business, Santander Acquired Business, Fortis Acquired Business
and the Retained Business immediately after the Unconditional Date;


 


71

















 


9.3       “Common Interest Services” means the
Services provided by any member of the ABN AMRO Group as at the Unconditional
Date which are used in or relate to more than one of the RBS Acquired Business,
Santander Acquired Business, Fortis Acquired Business and Retained Business
immediately after the Unconditional Date;


 


9.4       “Company Services” means the matters
described in paragraph 4.1;


 


9.5       “Fortis Services” means the matters described
in paragraph 7;


 


9.6       “Good Industry Practice” means, in relation
to any undertaking and any circumstances, the exercise of the degree of skill,
care, prudence and foresight which would be expected from a reasonably skilled
and experienced person engaged in the same type of undertaking on an “in-house”
basis for a leading financial institution under the same or similar
circumstances;


 


9.7       “Information Technology” means hardware and
software related to computing and telecommunications, including computer
programs, the tangible media on which they are recorded and their supporting
documentation, program listings, source code, object code, operating
instructions and design specifications, and all materials and manuals
pertaining to the design, operation, maintenance, support, development,
performance, and configuration of such programs, as well as financial networks,
ATMs, POS systems, cabling, routers, switches, racks, servers, PCs, laptops,
terminals, scanners, printers and all associated peripherals;


 


9.8       “Central Service Governance Committee” means
the committee described in paragraph 1.1;


 


9.9       “Separation Agreements” means the agreements
described in paragraph 1.3;


 


9.10     “Service” means any service wholly or mainly
related to Information Technology or Operations Assets, including:


 


9.10.1  (in relation to Information Technology) hardware and software support,
software development, systems development and network and telephony services
(including mobile telephony) and any similar services of any nature whatsoever;


 


9.10.2  (in relation to Operations Assets) the services described in paragraph
9.11;


 


9.11     “Operations Assets” means;


 


9.11.1  the assets, processes and management control systems reasonably
necessary to:


 


(i)    open, set
up and service new and existing customers’ product-transaction requirements in
both the front and back office (including, but not limited to, query handling,
mortgage processing, payments, cards, account servicing, asset management,
lending processes, management of securities-related operations and trade
finance);


 


(ii)   ensure full
operational risk control (including incident management, reconciliations and
operational risk management);


 


(iii)  investigate,
collect and recover financial exposures;


 


(iv)  ensure
implementation of credit risk policies; and


 


(v)   produce and
report customer, management and regulatory information; and


 


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9.11.2  the assets, processes and management control systems (including those
required for change management) reasonably necessary to design, plan and
improve these resources to deliver the required standards of quality, speed and
cost-efficiency and to comply with mandatory regulatory requirements;


 


9.12     “RBS Services” means the matters described
in paragraph 5; and


 


9.13     “Santander Services” means the matters
described in paragraph 6.


 


73














Schedule 3 — Part 7

Intellectual Property


 


1      In this
Agreement:


 


“ABN AMRO Trade Marks” means Trade Marks
consisting of the names ABN, AMRO or ABN AMRO or the ABN AMRO shield logo that
are, at the Unconditional Date, used by the ABN AMRO Group and accounted for by
one or more of the RBS Acquired Business, Santander Acquired Business, Fortis
Acquired Business and/or the Retained Business (as the case may be);


 


“Intellectual Property” means Trade Marks,
domain names, get-up, patents, inventions, design rights, copyrights,
neighbouring rights and moral rights, know-how, semi-conductor topography
rights, database rights and all other similar rights which may subsist in any
part of the world, whether or not such rights are registered, including,
without limitation, any registrations of such rights and applications and
rights to apply for such registrations; and “Trade
Marks” means registered and unregistered trade marks, service marks,
trade names and logos.


 


2      The
parties recognise that as part of the transfer of the Acquired Businesses to
the Investors the Acquired Business Assets for each Acquired Business shall
include the Intellectual Property assets and related contracts which are
exclusively or principally used by that Acquired Business. Nothing in this Part
of this Schedule shall affect the ownership of these assets or the validity of
the related contracts.


 


3      The
Company shall and, after the transfer to Fortis of the Fortis Acquired
Business, Fortis shall procure that non-exclusive, royalty-free licences are
granted to each other Investor and its Acquired Companies and to the Retained
Group to use the ABN AMRO Trade Marks for a period of 24 months after the
Unconditional Date.


 


4      Any of
the parties may at any time up to one year after the Unconditional Date give
written notice that it wishes to have a licence (that unless otherwise
specified shall be non-exclusive, royalty-free, world-wide and perpetual) to
use a particular item of Intellectual Property (other than an ABN AMRO Trade
Mark to which paragraph 3 above shall apply) in its business on a continuing
basis notwithstanding that it may be owned or accounted for by another Acquired
Business or the Retained Business. The parties shall then use their best
endeavours to agree within the next 90 days following such notice the
licensing (as between the RBS, Santander and Fortis Acquired Businesses and the
Retained Business) of that item of Intellectual Property, with the intention
that each of the RBS, Santander and Fortis Acquired Businesses and the Retained
Business as currently operated by the ABN AMRO Group shall continue to operate
without hindrance and for no additional consideration.


 


5      The
parties shall use their best endeavours to agree the appropriate form of
licences on the terms, and for the purposes referred to in, this Part 7.


 


6      The
parties acknowledge that much of the know-how owned or used by the ABN AMRO
Group is and will remain of a confidential nature and agree to set up working
practices and impose confidentiality obligations of appropriate scope on those
persons to whom access to the know-how will be given by the ABN AMRO Group, an
Investor or the Company as the case may be in order to ensure that
confidentiality is preserved following the transfer of the Acquired Business
Assets and in the future conduct of the businesses to be carried on by the
Acquired Group and the Retained Group.


 


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7      Any
dispute in respect of the matters in this Part of this Schedule which is not
resolved by agreement between the parties within 60 Business Days of such
dispute arising (such 60 Business Days to commence, for the purposes of any
dispute pursuant to paragraph 4 of this Part of this Schedule, on expiry of the
90-day period referred to in that paragraph) shall be determined in accordance
with Clause 9 of this Agreement save that:


 


7.1       references
in Clause 9 to the Independent Accountants shall, for the purposes of this
Schedule, be read as references to a single QC who is an expert in Intellectual
Property in London, England, or, if the relevant parties jointly consider it to
be more appropriate, an expert of equivalent seniority in the jurisdiction in
which the Intellectual Property asset in question subsists; and


 


7.2       references
in Clause 9 to the President of the Institute of Chartered Accountants shall be
read as references to the President of the Law Society.


 


The
objective of the expert determination pursuant to this paragraph, (i) in
the case of a Wrong Box Asset claim relating to Intellectual Property, shall be
to determine which business has the strongest claim to ownership of the
relevant Intellectual Property on a worldwide basis, according to which
business has invested the most in creating, developing and promoting the
relevant Intellectual Property to date, and, (ii) in the case of a request
for a licence under paragraph 4 of this Part of this Schedule, shall be to
determine fair and reasonable terms for such licence.


 


8      Each
party shall promptly give notice in writing to the other, providing all available
details, if, after the Unconditional Date, it becomes aware of:


 


8.1       any
opposition, attack or challenge, or threatened opposition, attack or challenge,
by any third party to the ownership or validity of any Intellectual Property
that is used at the Unconditional Date in connection with the RBS Acquired
Business, Santander Acquired Business, Fortis Acquired Business and/or the
Retained Business (as the case may be);


 


8.2       any
infringement, or suspected or threatened infringement, by any third party of
any Intellectual Property that is used at the Unconditional Date in connection
with the RBS Acquired Business, Santander Acquired Business, Fortis Acquired
Business and/or the Retained Business (as the case may be); or


 


8.3       any
claim, or threatened claim, that use of any of the Intellectual Property that
is used at the Unconditional Date in connection with the RBS Acquired Business,
Santander Acquired Business, Fortis Acquired Business and/or the Retained
Business (as the case may be) infringes the rights of any third party,


 


the
parties shall consult, as soon as possible after receiving any notice pursuant
to this paragraph, and use their reasonable endeavours to agree the action to
be taken in respect of the relevant opposition, attack, challenge, infringement
or claim, as the case may be, and the proportions in which they shall share the
costs of such action and any damages and other sums which may be awarded in
their favour or against them.


 


9      Without
prejudice to Clause 20.10 of this Agreement, each party shall, and the Company
shall use its reasonable endeavours to procure that any relevant third party
shall, do all such things and execute all such documents as may reasonably be
requested by any other party for the purposes of giving full legal effect to
the provisions of this Part of this Schedule, including in order to vest or
perfect title to any Intellectual Property, to record such title with any
relevant registry or to apply for registration in respect of any new
Intellectual Property at any registry.


 


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Schedule 3 — Part 8

Real Estate


 


1      The
parties shall use their reasonable endeavours to agree that the rights
transferred pursuant to Clause 5 and the remaining provisions of this Schedule
relating to real estate (including licenses, easements, rights of way and other
similar rights) are sufficient to enable each of the Acquired Businesses and
the Retained Business to be carried on in the ordinary course.


 


2      Until
such time as specific real estate is allocated between the Acquired Businesses
and/or to the extent that premises or real estate rights are shared between
Acquired Businesses or between one or more Acquired Businesses and the Retained
Business, both the costs and the benefits of such premises, or rights of such
premises, shall be shared between the relevant Investors or members of the ABN
AMRO Group in accordance with the principles set out in Clause 5 of this
Agreement.


 


3      A
management team across RBS, Fortis and Santander shall be established to deal
with the property and asset management of the real estate portfolio for each of
the Acquired Businesses and the Retained Business to ensure their operational
continuity, until such time as the ABN AMRO Group has been re-organised in
accordance with this Agreement


 


4      Without
limitation, the parties shall use their reasonable endeavours to agree the
following in addition to but following the general principles set out in
paragraphs 1, 2 and 3 of this Schedule 3 Part 8:


 


4.1       where
premises are shared, which Acquired Business will retain ownership of the
property or relevant lease and the basis of occupation of the other Acquired
Businesses including any rent or licence fee to be paid for such occupation by
the other Acquired Businesses, how long such occupation will last and the other
terms of such occupation;


 


4.2       where
premises are shared, how existing services provided in respect of the relevant
property are to be provided to all the relevant Acquired Businesses;


 


4.3       a
prioritised transitional agreement detailing the extent of the real estate
portfolio of the Acquired Businesses and how they will be operated until the
ABN AMRO Group has been re-organised in accordance with this Agreement, for
example covering such matters as new leases, construction agreements, costs,
liabilities and benefits (and in respect of the sharing of costs, liabilities
and benefits between the relevant Investors or members of the ABN AMRO Group,
in accordance with the principles set out in Clause 5 of this Agreement;


 


4.4       if any
properties are held by a specific real estate holding company, which Acquired
Business will own such entity and how the other Acquired Businesses will
continue to occupy;


 


4.5       how
guarantees already in place from one Acquired Business in respect of the
occupation of real estate by another Acquired Business are to be dealt with;


 


4.6       which
Acquired Business will be responsible for historic liabilities (including, but
not limited to, environmental and regulatory liabilities) in respect of which
properties;


 


4.7       that
transfers of any properties or interests in any properties are carried out in
the most tax efficient way for the Acquired Businesses involved; and


 


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4.8       where
the Acquired Businesses are controlled by, or consolidated into, any of the
Investors, or otherwise leave the ABN AMRO Group, and this results in breaches
of existing leases or licences, or adversely affects any ongoing occupations or
ongoing disposals (by termination or otherwise), how this is to be dealt with.


 


5      Subject
to paragraph 6 of this Schedule 3 Part 8, any dispute in respect of
the matters in this Part of this Schedule which is not resolved by agreement
between the parties within 60 Business Days of such dispute arising shall be
determined in accordance with Clause 9 of the Agreement, but for the purposes
of determining disputes where real estate assets are the primary disputed
assets:


 


5.1       in
England and Wales, the relevant parties shall appoint a chartered surveyor in
the relevant jurisdiction or (in relation to legal issues) a single QC well
versed in real estate law who shall determine any dispute arising as an expert
and not as an arbitrator and in the absence of any agreement as to such a
chartered surveyor or QC, the parties shall refer that appointment to the
President of the Royal Institution of Chartered Surveyors or the President of
the Law Society in London (as the case may be) who shall be substituted for the
reference in Clause 9 of the Agreement to the “Independent Accountants”;


 


5.2       in a
jurisdiction other than England and Wales, the relevant parties shall appoint
the local (national) nearest equivalent to either a chartered surveyor in
the relevant jurisdiction or (in relation to legal issues) a single QC well versed
in real estate law in the relevant jurisdiction who shall determine any dispute
arising as an expert and not as an arbitrator and in the absence of any
agreement as to such a equivalent to a chartered surveyor or QC, the parties
shall refer that appointment to the local national equivalent to the president
or chairman of the Royal Institution of Chartered Surveyors or the president or
chairman of the Law Society (by way of example:


 


5.2.1    equivalents to the Law Society of England and Wales are:


 


(i)         in
Spain, the Colegio de Abogados de Madrid;


 


(ii)        in
Italy, the Consiglio Nazionale Forense;


 


(iii)       in
Brazil, the Ordem dos Advogados do Brasil; and


 


(iv)       in the
Netherlands, the Nederlandse Orde van Advocaten;


 


and


 


5.2.2    an equivalent to the Royal Institute of Chartered Surveyors in London
in Spain is the Colegio Oficial de Aparejadores y Arquitectores Tecnicos de
Madrid)


 


who
shall be substituted for the reference in Clause 9 of the Agreement to the
“Independent Accountants”; or


 


5.3       across
more than one jurisdiction, this shall be determined in accordance with Clause
9 of this Agreement.


 


6      Any
dispute where real estate assets are the primary subject matter of the dispute,
and the circumstances involve operations from one or more real estate assets
being significantly adversely affected; and/or may result in any Investor being
seriously reputationally adversely affected; shall be dealt with as follows:


 


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6.1       immediately
an Investor is aware of a dispute or the potential of a dispute, it shall
notify the other Investors of all relevant facts of the dispute of which it is
aware (acting in good faith), such notice to be served following the
requirements of Clause 21;


 


6.2       following
service of notice on all Investors under paragraph 6.1 of this Schedule 3
Part 8, the relevant components of the management team formed under
paragraph 3 of this Schedule 3 part 8 shall use all reasonable endeavours
to resolve the dispute within 2 Business Days in a just and equitable manner;


 


6.3       failing
agreement being reached under paragraph 6.2 of this Schedule 3 Part 8, the
dispute shall be immediately referred to:


 


6.3.1    in the case of RBS, the Chief Executive Officer of Manufacturing
reporting to the Chief Executive of RBS;


 


6.3.2    in the case of Fortis, the Chief Operating Officer of Group Resources
reporting to the Chief Executive of Fortis; and


 


6.3.3    in the case of Santander, Chief Technology and Operations Officer,
reporting directly to the Chief Executive of Santander;


 


which
shall use all reasonable endeavours to resolve the dispute within 2 Business
Days in a just and equitable manner;


 


6.4       failing
agreement being reached under paragraph 6.3 of this Schedule 3 Part 8, the
dispute shall be immediately referred to the Chief Executive of each Investor
which shall use all reasonable endeavours to resolve the dispute within 2
Business Days in a just and equitable manner.


 


6.5       if
agreement is still not reached under paragraph 6.4 of this Schedule 3 Part
8, then the dispute shall be resolved in accordance with paragraph 5 of this
Schedule 3 part 8 in all respects, except that the first part of paragraph
5 shall be replaced with the following words


 


“5
any dispute in respect of the matters in this Part of this Schedule shall be
determined in accordance with Clause 9 of the Agreement, but for the purposes
of determining disputes where real estate assets are the primary disputed
assets:


 


[and
the remainder of paragraph 5, being 5.1 ...5.3, are read in full, unchanged]”


 


and
for the avoidance of doubt the parties shall in this circumstance not wait 60
Business Days before referring the matter for determination under Clause 9
(with the amended references to Clause 9 provided for under paragraph 5 of this
Schedule 3 Part 8).


 


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Schedule 3 — Part 9

Regulatory Matters


 


1      For the
avoidance of doubt and notwithstanding any other provision of this Agreement,
each of the Investors acknowledges that (subject to paragraph 2 below) the
Company shall be governed and operated in accordance with the governance, risk
management and systems and controls policies and procedures reasonably
determined by RBS from time to time to be necessary or desirable to ensure that
the Company, ABN AMRO Group and each ABN AMRO Group Company are managed in
accordance with the regulatory requirements applying under applicable laws and
regulations. RBS shall notify any such proposed policies and procedures to the
other Investors as soon as reasonably practicable and, in any event, not later
than 60 days prior to the date on which it is proposed to implement any
such policies or procedures. RBS shall notify such policies and procedures to
the other Investors as it has finally determined to implement not later than 15 days
prior to the date on which any such policies or procedures are to be
implemented.


 


2      In making
the final determination in paragraph 1 above and in order to ensure (as far as
reasonably possible) that the Company and the ABN AMRO Group Companies are
managed in a way which is consistent with the regulatory requirements applying
to each Investor and its Group (including the requirements of, without
limitation, the DNB, AFM and the Bank of Spain), RBS shall have regard (to the
fullest extent reasonably possible) to the governance, risk management and
systems and controls requirements which apply to Fortis and Santander and their
respective Groups under applicable laws and regulations and which are (not
later than 30 days prior to the date on which RBS proposes to implement
any policy or procedure as notified to Fortis and Santander under paragraph 1
above) notified from time to time in writing to RBS by Fortis and Santander,
respectively. In addition, the Investors acknowledge that groups of Regulators
may from time to time reach understandings in relation to the management of the
Company and the ABN AMRO Group. The Investors agree to use all reasonable
endeavours to ensure that all such understandings communicated to the Company
are properly implemented.


 


3      The Investors
hereby agree to use all reasonable endeavours to work together in relation to
the matters provided for in paragraphs 1 and 2 above within such shorter
timescales than are provided for in said paragraphs 1 and 2 as may in any
particular case be required pursuant to any regulatory or other legal
obligation of any Investor or any member of its Group, the Company or any ABN
AMRO Group Company.


 


4      In
exercising its rights and fulfilling its duties under or pursuant to this
Agreement with respect to the ABN AMRO Group, the Company will act, and the
Investors shall procure that the Company shall act, in accordance with the
policies and procedures determined by RBS pursuant to paragraph 1 above.


 


5      None of
the parties shall do or omit to do anything which causes any of the other
parties, any member of their respective Groups or any member of the ABN AMRO
Group to breach any applicable law or regulatory requirement. Each party will
co-operate with each other party with a view to ensuring (insofar as it is
reasonably able and subject to applicable law and regulations and the
provisions of this Agreement) that for as long as an ABN AMRO Group Company is
the subject of clauses 5 and 6 of the Agreement, such company will conduct its
affairs in compliance with the applicable regulatory requirements of each
relevant Regulator.


 


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6      Each
party will co-operate with each other party with a view to ensuring (insofar as
it is reasonably able and subject to applicable law and regulations and the
provisions of this Agreement) that any information relating to the Company or
any ABN AMRO Group Company which is required under applicable laws and
regulations, or is requested by a relevant Regulator, to be provided by an
Investor or a member of its Group to a relevant Regulator is made available to
that Investor for it or the relevant member of its Group to provide to that
Regulator.


 


7      Subject
to applicable laws and regulations and the following provisions of this
paragraph 7:


 


7.1   the Company shall notify each of the Investors of any communication
received by it from any relevant Regulator in relation to the latter’s
regulation of the ABN AMRO Group as soon as reasonably practicable after
receipt thereof;


 


7.2   each of the Investors shall be entitled to make representations to the
Company to assist it in responding to any such communication; and


 


7.3   none of the Investors shall object to the other Investors (or their
representatives) attending at any meeting or on any call between the Company
and a relevant Regulator.


 


Notwithstanding
the foregoing, each Investor acknowledges that it shall not be entitled to
receive notice of any communication under paragraph 7.1 above, or to make
representations pursuant to paragraph 7.2 above, or to attend or participate at
any meeting or on any call between the Company and any Regulator, if
(i) that Regulator objects (for whatever reason), or (ii) the
Investor has no material interest in the specific subject matter which is the
subject of the communication, meeting or call.


 


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Schedule 3 — Part 10

Tax Matters


1      Tax efficiency


 


1.1       The
parties acknowledge that Clause 5 requires the Restructuring to be implemented
in a manner that is as efficient for all parties and the ABN AMRO Group as is
reasonably practicable from a tax point of view (subject to other non-Tax
constraints and considerations and subject to paragraph 3 below). The parties
acknowledge that this shall involve using all reasonable endeavours to:


 


1.1.1    minimise the total Taxes (including not incurring such Taxes) which may
arise on the Restructuring (including Transfer Taxes);


 


1.1.2    subject to Clause 1.1.1, maximise the availability and benefit of Tax
Reliefs (taking into account the ability of the parties to utilise such Tax
Reliefs and any other benefits which may be available);


 


1.1.3    subject to Clause 1.1.1, procure that transfers of businesses pursuant
to the Restructuring are not subject to VAT (for example by endeavouring to
ensure that any applicable conditions for such transfers to be treated as
transfers of going concerns for VAT purposes are satisfied);


 


1.1.4    facilitate the distribution of cash (in the case of assets that have
been sold for cash pursuant to the Restructuring) from the Company and ABN AMRO
Group Companies in a tax-efficient manner;


 


1.1.5    facilitate the making of distributions pursuant to clause 15 of this
Agreement in a tax efficient manner, including (if appropriate, and to the
extent that this can be done pursuant to the relevant company law and without
other adverse tax costs), the issuing of dividend access shares to particular
Investors;


 


1.1.6    to the extent possible and consistent with the other principles in this
Agreement, maximise deductions for interest in respect of existing financings
of the ABN AMRO Group (including financings which constitute innovative tier 1
capital for regulatory purposes) by allocating such financings appropriately
taking into account their terms and tax rules in relevant jurisdictions;


 


1.1.7    to the extent possible and consistent with the other principles in this
Agreement, maximise deductions for costs attributable to the Retained Business
(in particular head office costs), including by way of recharging such costs
where appropriate; and


 


1.1.8    procure that indemnity payments, adjustments and allocations in
connection with this Agreement and the Tax Agreement are structured in a
tax-efficient manner to the extent possible. It is acknowledged that this may
include putting in place local transfer agreements between ABN Group Companies
or ABN Group Companies and New Companies between whom any assets are to be
transferred pursuant to the Restructuring (including any reorganisation
contemplated by Clause 5.1.2(ii)) and providing for payments to operate as
adjustments to the consideration under such agreements where appropriate.


 


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2      Allocation of Taxes


 


The
cost of the following Taxes shall be allocated between the Investors as
follows, subject to any agreement between the parties to the contrary:


 


2.1       Transfer
Taxes arising in connection with the acquisition of the ABN AMRO Shares
(including any Transfer Taxes arising in connection with the indirect transfer
of real estate and other assets of ABN AMRO Group Companies) shall be allocated
in the Consortium Proportions. For the avoidance of doubt, this paragraph 2.1
shall not apply to any United Kingdom stamp duty or stamp duty reserve tax
payable in connection with the issue of the RBS Shares pursuant to the Offer
which shall be for the account of RBS.


 


2.2       Taxes
payable or suffered by an ABN AMRO Group Company or a New Company in connection
with the direct or indirect transfer of any Retained Company or Retained
Business or part thereof pursuant to the Restructuring (including any
reorganisation as referred to in Clause 5.1.2(ii)), and any distribution of
proceeds in connection with any cash sale of a Retained Business or retained
Company shall be allocated in Consortium Proportions, subject to paragraph 2.7
below.


 


2.3       Taxes
payable or suffered by an ABN AMRO Group Company or a New Company in connection
with the direct or indirect transfer of any Santander Acquired Company or
Santander Acquired Business to Santander or a member of its Group or to a New
Company to be acquired by Santander pursuant to the Restructuring (including
any reorganisation as referred to in Clause 5.1.2(ii)), and any distribution of
proceeds in connection with any cash sale of a Santander Acquired Business or
Santander Acquired Company shall be allocated to Santander.


 


2.4       Taxes
payable or suffered by an ABN AMRO Group Company or a New Company in connection
with the direct or indirect transfer of any Fortis Acquired Company or Fortis
Acquired Business to Fortis or a member of its Group or to a New Company to be
acquired by Fortis pursuant to the Restructuring (including any reorganisation
as referred to in Clause 5.1.2(ii)), and any distribution of proceeds in
connection with any cash sale of a Fortis Acquired Business or Fortis Acquired
Company shall be apportioned between Fortis and RBS in the Adjusted Consortium
Proportions.


 


2.5       Taxes
payable or suffered by an ABN AMRO Group Company or a New Company in connection
with the direct or indirect transfer of any RBS Acquired Company or RBS
Acquired Business to RBS or a member of its Group or to a New Company to be
acquired by RBS pursuant to the Restructuring (including any reorganisation as
referred to in Clause 5.1.2(ii)), and any distribution of proceeds in
connection with any cash sale of a RBS Acquired Business or RBS Acquired
Company shall be apportioned between Fortis and RBS in the Adjusted Consortium
Proportions.


 


2.6       Tax
payable or suffered by an ABN AMRO Group Company or a New Company in connection
with any transfer of assets contemplated by paragraphs 7.2 or 7.3 of Schedule 3
Part 1 shall be allocated to the transferee.


 


2.7       Subject
to Paragraph 2.11, Taxes payable by an Investor or a member of the
Investor’s Group (excluding for the avoidance of doubt any ABN AMRO Group
Company or any New Company) in the jurisdiction in which such person is
resident for Tax purposes (including Taxes payable in respect of the
Restructuring including the distribution of assets or cash to them pursuant to
the Restructuring) shall be borne by the relevant Investor (or Group member).


 


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2.8       Taxes
payable or suffered by an ABN AMRO Group Company in respect of transactions
effected or deemed to be have been effected, or profits earned, accrued, received
or deemed to have been earned, accrued or received, on or before the Offer
Satisfaction Date shall be allocated as follows:


 


•           in the case of Taxes that relate solely to
the RBS Acquired Business, to RBS;


 


•           in the case of Taxes that relate solely to
the Fortis Acquired Business, to Fortis;


 


•           in the case of Taxes that relate solely to
the Santander Acquired Business, to Santander;


 


•           in the case of Taxes that relate solely to
the Retained Business, in the Consortium Proportions;


 


•           in the case of Taxes payable or suffered by
an ABN AMRO Group Company which has carried on more than one Acquired Business
or an Acquired Business and Retained Business, where such Taxes cannot be
attributed solely to one Acquired Business or Retained Business, to the relevant
Investors in appropriate proportions determined by reference to the extent to
which the relevant ABN AMRO Group Company carried on each business; and


 


•           in the case of Taxes which cannot be
attributed to any Acquired Business or Retained Business (the parties having
used best efforts to so attribute such Taxes), in the Consortium Proportions.


 


The
Tax Agreement shall contain detailed principles for determining whether Taxes
relate to a particular Business. Unless otherwise agreed, it shall be assumed
that Taxes payable in respect of transactions which are taken into account in
the profit and loss account of a particular business relate to that business,
save in the case of transactions effected on non-arm’s length terms between
businesses acquired by different Investors.


 


2.9       Taxes
payable or suffered by an ABN AMRO Group Company (other than Taxes within
paragraphs 2.2 to 2.6 above) in respect of transactions effected or deemed to
be have been effected, or in respect of profits earned, accrued, received or
deemed to have been earned, accrued or received, between the Offer Satisfaction
Date and Completion of the Restructuring in relation to the relevant ABN AMRO
Group Company shall be allocated in accordance with paragraph 2.8 above.


 


2.10     Taxes
payable by the Company (other than Taxes within paragraphs 2.2 to 2.6 above) in
respect of transactions effected or deemed to be have been effected, or in
respect of profits earned, accrued, received or deemed to have been earned,
accrued or received, on or before completion of the Restructuring shall be
allocated in the Consortium Proportions. Taxes payable by any other New Company
(other than Taxes within paragraphs 2.2 to 2.6 above) in respect of
transactions effected or deemed to be have been effected, or in respect of
profits earned, accrued, received or deemed to have been earned, accrued or
received, on or before completion of the Restructuring in relation to the
relevant New Company shall be allocated to the Investor which is to acquire
such company.


 


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2.11     Taxes
arising in connection with payments pursuant to indemnity and adjustment
provisions in this Agreement (including paragraph 7 of Schedule 3
Part 1 other than paragraphs 7.2 and 7.3 in respect of which paragraph 2.6
applies) or pursuant to the Tax Agreement shall be allocated to the party
making the payment where such payment is made pursuant to Paragraph 7.1 of
Schedule 3 Part 1 or under the Tax Agreement or otherwise relates to
a Liability of the paying party or is attributable to a breach or other default
of such party. In other cases, such Taxes shall be allocated on a basis which
it is agreed or determined produces a fair and reasonable result in accordance
with the general principles in this Agreement.


 


3      The Restructuring — Special Provisions


 


3.1       It is
acknowledged in Clause 5.1.2(i) of this Agreement that the Investors do not
know many of the key facts relating to the ABN AMRO Group. The Investors also
acknowledge that there are a range of possible options for effecting the
Restructuring and that the current expectation, on the basis of the information
currently available, is that as regards ***. The final structure will only be
determined after the Offer Satisfaction Date following detailed due diligence
and after appropriate Tax clearances have been obtained, in accordance with the
principles in paragraph 1.1 of this Schedule and Clause 5 of this Agreement
***.


 


3.2       Notwithstanding
anything in paragraph 1.1 above, ABN AMRO Bank shall be acquired by *** or a
member of its Group pursuant to the Restructuring to proceed by way of one or
more Legal Demergers ***.


 


4      Tax Reliefs


 


4.1       It is
acknowledged that the Restructuring may give rise to Tax Reliefs for an
Investor (the “Relevant Investor”) or member of its Group or New Company or ABN
AMRO Group Company which it is to acquire. Such Tax Reliefs shall be for the
benefit of the Relevant Investor, save to the extent that the transaction
giving rise to the Tax Relief also resulted in a Tax Liability which is to be
borne or shared by another Investor in accordance with paragraph 2 hereof. In
the latter case, the amount to be allocated in accordance with Clause 2 shall
be the amount by which the Tax liability exceeds the net present value of the
Tax Relief and the balance shall be borne by the Relevant Investor. For the
avoidance of doubt, any step up in the base cost of an asset which a party
obtains as a result of the Restructuring shall not constitute a Tax Relief for
this purpose. Further, any Tax Reliefs which arise as a result of any
transaction effected by an Investor or a member of its Group after the
acquisition by it of the relevant Acquired Business shall not fall within this
paragraph but shall be for the benefit of such Investor.


 


4.2       Any Tax
Reliefs arising to any ABN Group Company in respect of periods beginning on or
before the date of completion of Restructuring (other than Tax Reliefs falling
within Clause 4.1 above) shall be dealt with as follows:


 


4.2.1    To the extent any such Tax Relief can be used to reduce Tax liabilities
which would otherwise arise on the Restructuring (in circumstances where the
use of such Tax Relief for this purpose is in accordance with the principles in
Clause 1.1 above), such Tax Relief shall first be used for that purpose. As
between RBS and






***         Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Fortis
and in the case of any Tax Relief within paragraph 4.2.6 below, no adjustments
shall be made in respect thereof. As between Santander on the one hand and
Fortis and RBS on the other hand, save in the case of Tax Reliefs within
Paragraph 4.2.6 below, adjustments shall be made between the parties to
compensate the party that would otherwise have been entitled to the Tax Relief
(or the value thereof) in accordance with paragraphs 4.2.2 to 4.2.5 below (the
“Affected Party”) for the loss of such Tax Relief. The amount of the payment
shall equal the value of the Tax Relief to the Affected Party. The remaining
provisions of this paragraph shall apply to Tax Reliefs which are not used in
this way.


 


4.2.2    To the extent that any such Tax Relief relates to a particular Acquired
Business and such Tax Relief can be transferred with the relevant Acquired
Business pursuant to the Restructuring or otherwise made available to the
Relevant Investor (or any member of its Group or ABN AMRO Group Company
acquired by it) without increased Tax costs, such Tax Relief shall be so
transferred or made available.


 


4.2.3    To the extent that any such Tax Relief relates to a particular Acquired
Business and such Tax Relief cannot be transferred with the relevant Acquired
Business pursuant to the Restructuring or otherwise made available to the
Relevant Investor (or any member of its Group or ABN AMRO Group Company
acquired by it) but can be and is used by another Investor or member of its
Group or ABN AMRO Group Company acquired by it, no payment shall be made by the
latter Investor to the former Investor unless determined to be fair and
reasonable.


 


4.2.4    To the extent that any such Tax Relief is lost as a result of the
acquisition of ABN AMRO by the Company or as a result of the Restructuring, no
payments or adjustments shall be made between the Investors.


 


4.2.5    To the extent that any such Tax Relief relates to more than one
Acquired Business, it shall be allocated between the relevant Investors in
appropriate proportions and paragraphs 4.2.2 and 4.2.3 shall apply accordingly.


 


4.2.6    To the extent that any such Tax Relief does not relate to a particular
Acquired Business (and cannot be allocated as described at paragraph 4.2.5, the
parties having used best efforts to so allocate it) it shall be treated as an
asset of the Retained Business. In the event that such Tax Relief is used by an
Investor or a member of its Group (whether the Investor which acquires the
relevant ABN AMRO Group Company or any other Investor to whom such Tax Relief
is made available pursuant to Clause 4.2.7), adjustment shall be made between
the Investors by reference to the Consortium Proportions.


 


4.2.7    In the event that a Tax Relief arises or has arisen to an ABN AMRO
Group Company acquired or to be acquired directly or indirectly by one Investor
(the “Former Investor”) or a member of its Group and such Tax Relief can be
made available to an ABN Group Company acquired or to be acquired directly or
indirectly by another Investor (the “Latter Investor”) or a member of its Group
or vice versa, the Latter Investor shall be entitled to procure that such Tax
Relief is so made available to it in priority to any third party (and the
Investors will co-operate in completing any procedural formalities to
facilitate this). Subject to paragraph 4.2.6, the amount to be paid for such
Tax Relief shall be agreed between the relevant Investors acting reasonably
taking into account the value of the Tax Relief to the Former Investor.


 


85

















 


4.2.8    In the event that a transaction has been entered into between an ABN
Group Company acquired or to be acquired directly or indirectly by one Investor
(the “Former Investor”) or a member of its Group and an ABN Group Company
acquired or to be acquired directly or indirectly by another Investor (the
“Latter Investor”) or a member of its Group (other than a transaction falling
within paragraph 4.2.9 below) and it is subsequently determined that for any
Tax purpose such transaction was not regarded as having been effected on arm’s
length terms such that the Former Investor or a member of its Group is subject
to Tax (or is subject to an increased amount of Tax) or is denied a Tax Relief
(or is entitled to a reduced Tax Relief) in respect of such transaction, the
Latter Investor shall procure that, where possible, a corresponding Tax Relief
is claimed. Where such Tax Relief is claimed and can be made available to the
Former Investor or a member of its Group, such Tax Relief shall be so made
available. Where the Tax Relief is obtained but cannot be made available, the
Latter Investor shall indemnify the Former Investor in respect of such Tax
liability up to an amount equal to the net present value of the Tax Relief to
the Latter Investor. Where no Tax Relief can be claimed or where the Tax
liability exceeds the amount of Tax Relief that is made available or the net
present value of any Tax Relief that is claimed (as appropriate), the excess
shall be dealt with in accordance with the principles in paragraph 2.


 


4.2.9    Where under this Agreement (including pursuant to Clause 5.7 of this
Agreement, paragraph 1.4 Schedule 3 Part 6, paragraphs 3 and 4
Schedule 3 Part 7, and paragraph 3 of Schedule 4), it is contemplated
that any member of the Retained Group or any Acquired Company or Acquired
Business to be acquired by any one Investor or a member of its Group (the
“Recipient”) should be supplied or should use or continue to be supplied or use
assets, facilities or services of any member of the Retained Group or any
Acquired Company or Acquired Business to be acquired by any other Investor or
member of its Group (the “Provider”) and it is determined by any Tax authority
that such provision is not made on arm’s length terms such that the Provider is
subject to Tax (or to an Increased amount of Tax) or the Recipient is denied a
Tax Relief (or is entitled to reduced Tax Relief) in respect thereof or vice
versa, any affected Investor shall be entitled to request Board approval (by
Super Board Majority) to amend the amount charged by the Provider for such
supply or use to such amount as the Board shall agree or is determined to
constitute an arm’s length amount. In the event that the Board (by Super Board
Majority) cannot reach agreement as to the amount to be charged by the
Provider, such adjustments shall be made between the affected Investors to
compensate for such Tax or loss of Tax Relief as is determined to be fair and
reasonable.


 


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5      Withholding Tax and VAT


 


5.1       All
payments to be made under any indemnity, adjustment or allocation provision
shall be made without deduction or withholding for or on account of Tax unless
required by law. If any deductions or withholding are required by law, the party
making the payment shall be obliged to pay to the other party such sum as will
after such deduction or withholding has been made leave the other party with
the same amount as it would have been entitled to receive in the absence of any
such requirement to make a withholding or deduction, but only in circumstances
where the party making such payment would be required to bear the cost of any
tax payable by the recipient on receipt of the payment in accordance with
paragraph 2.11. In other cases no additional amount shall be payable and the
cost of the withholding tax shall be allocated in accordance with the
principles in paragraph 2.11.


 


5.2       In a
case where an additional amount is paid pursuant to paragraph 5.1 and the
recipient of the relevant payment receives a credit for or refund of any Tax
payable by it or similar benefit by reason of any deduction or withholding for
or on account of Tax then it shall reimburse to the other party such part of
such additional amounts paid to it pursuant to paragraph 5.1 above as the
recipient of the payment certifies to the other party will leave it (after such
reimbursement) in no better and no worse position than it would have been if
the other party had not been required to make such deduction or withholding.


 


5.3       Where
under the terms of this Agreement one party is liable to indemnify or reimburse
another party in respect of any costs, charges or expenses, the payment shall
include an amount equal to any VAT thereon not otherwise recoverable by the
other party, subject to that party using all reasonable endeavours to recover
such amount of VAT as may be practicable.


 


5.4       If any
payment under or contemplated by this Agreement constitutes the consideration
for a taxable supply for VAT purposes, then in addition to that payment the
payer shall pay any VAT due.


 


6      Tax Correspondence and Tax Disputes


 


6.1       Tax
Correspondence and Tax Disputes relating to the ABN AMRO Group Companies for
periods beginning before the completion of the Restructuring shall, so far as
reasonably practicable, be dealt with by the relevant ABN AMRO Group Company.
Subject to paragraphs 6.3 and 6.4 below and to Clauses 7 and 11 of this
Agreement, until the Completion of the Restructuring in relation to the
relevant ABN AMRO Group Company, such matters shall be dealt with at the
direction and under the control of RBS provided that RBS shall procure that
Fortis and Santander are kept informed of the progress of and given the
opportunity to comment on the following such matters:


 


•      (in the case of Santander only) Tax
Correspondence and Tax Disputes which relate to the Santander Acquired
Business;


•      (in the case of Fortis only) Tax
Correspondence and Tax Disputes which relate to the Fortis Acquired Business;


 


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•      Tax Disputes which relate to the Retained
Business where the potential Tax liability which is the subject of the Tax
Dispute exceeds €1 million; and


•      Tax Disputes which relate to potential Tax
liabilities which may be partially allocated to Fortis or Santander (as the
case may be) in accordance with paragraph 2 where the potential Tax liability
exceeds €1 million.


 


6.2       Paragraph 6.1
above shall also apply to Tax Disputes which relate to the Retained Business
for periods beginning after the completion of the Restructuring where the
potential Tax liability which is the subject of the Tax Dispute exceeds
€1 million.


 


6.3       In the
case of Tax Liabilities of a Fortis Acquired Company or a Santander Acquired
Company which solely or principally carries on a Fortis Acquired Business or
Santander Acquired Business (as the case may be), paragraph 6.1 shall not apply
to the Tax Correspondence or Tax Disputes of such company and instead such Tax
Correspondence and Tax Disputes shall be dealt with under the control of Fortis
or Santander (as the case may be), subject to the Phase 2 Governance provisions
in Clauses 7.4 and 7.5 of this Agreement and the Provision of Information
requirements in Clause 11 of this Agreement. Fortis and Santander shall procure
that RBS is provided with such information in respect thereof as may be
reasonably necessary to enable RBS to comply with legal, regulatory and
accounting requirements.


 


6.4       Fortis
shall be entitled to participate in all contact (on behalf of any New Company
or ABN AMRO Group Company) with the Dutch Tax authorities which relates to a
potential Tax liability which exceeds €1 million.


 


6.5       It is
acknowledged that certain Dutch Tax clearances are likely to be required in
relation to the Restructuring. Fortis shall have the primary responsibility for
contact with the Dutch Tax authorities in relation to such clearances but RBS
and Santander shall have the right to be consulted and represented in relation
thereto.


 


6.6       Following
Completion of the Restructuring in relation to a particular Acquired Business,
the Investor which has acquired such Business shall from that time have control
of Tax Disputes and Tax Correspondence in relation to that Business. Where the
Acquired Business was formerly carried on by an ABN AMRO Group company acquired
or to be acquired by another Investor (the “Latter Investor”), the Latter Investor
shall co-operate (and procure that the relevant ABN AMRO Group Company shall
co-operate) in relation thereto and shall have the right to comment thereon.


 


7      Tax Agreement


 


As
soon as reasonably practicable, and in any event before the time of the Restructuring
or any reorganisation as referred to in Clause 5.1.2(ii), the parties shall
negotiate in good faith and enter into a detailed agreement in relation to and
consistent with the provisions of this Schedule 3 — Part 10 (but
taking into account any key facts as are referred to in Clause 5.1.2(i) which
subsequently become known to the parties).


 


Any
requirement in this Schedule for any matter to be determined between the
parties shall be determined in accordance with Clause 9 of this Agreement
unless otherwise agreed.


 


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Schedule 3 — Part 11

Allocation of Capital


 


 


1      The core
tier 1 capital attributable to any Acquired Business or the Retained Business
(and therefore to be acquired by the relevant Investor or to form part of the
Retained Business in accordance with the terms of this Agreement) shall be that
allocated to such Acquired Business or the Retained Business for the purposes
of the ABN AMRO Accounts and the accounting records of the ABN AMRO Group which
form the basis of the ABN AMRO Accounts. No change to such allocation of core
tier 1 capital shall be made other than:


 


•      in accordance with the remainder of this
Schedule 3, Part 11; or


 


•      by agreement between the Investors (including
as to the appropriate financial adjustment to be made in respect of such
change).


 


For
the purposes of this Schedule 3, Part 11, the core tier 1 capital of
the ABN AMRO Group shall be calculated assuming full conversion, as at 31
December 2006, of the convertible financing preference shares forming part
of the share capital of ABN AMRO and in accordance with the definition of core
tier 1 capital which appears in Note 40 to the ABN AMRO Accounts (page 217),
where tier 1 capital is calculated on the basis of the DNB regulatory filings
of the ABN AMRO Group for the year ended 31 December 2006.


 


2      If the
allocation of capital referred to in paragraph 1 (the “Allocation”) results in the Acquired
Businesses to be acquired by any Investor (the “Affected Investor”) having a ratio of core tier 1 capital to
risk weighted assets of less than 4.95 per cent. (calculated as at 31
December 2006), such Allocation shall, at the option of the Affected
Investor but subject to paragraph 5, be adjusted in accordance with paragraph
3.


 


3      If, in accordance
with paragraph 2, the Affected Investor opts for an adjustment to the
Allocation, the Company and the Investors other than the Affected Investor (the
“Unaffected Investors”) shall,
subject to paragraph 7, procure that there is contributed to the Acquired
Businesses of the Affected Investor (by the Acquired Businesses of the
Unaffected Investors) such amount of core tier 1 capital as is necessary to
cause the Acquired Businesses of the Affected Investor to have a ratio of core
tier 1 capital to risk weighted assets of 4.95 per cent. (calculated as at 31
December 2006). The contributions to be made by the Acquired Businesses of
the Unaffected Investors (the “Contributions”)
shall be in the same proportions as the core tier 1 capital allocated to the Acquired
Businesses of the Unaffected Investors in accordance with the Allocation (the “Contribution Proportions”).


 


4      Immediately
following the making of the Contributions referred to in paragraph 3, the
amount of such Contributions shall be invested in selected assets (the “Investment Assets”). Each of the Unaffected
Investors shall bear the economic risk and reward attached to the Investment
Assets acquired with the amount of its Contribution which, for the avoidance of
doubt, will include the right to receive the return as generated by those
Investment Assets. The Investment Assets shall be selected in each case:


 


•      by agreement between the Affected Investor
and the relevant Unaffected Investor; or


 


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•      in default of agreement, by such Unaffected Investor.


 


Where
an Investment Asset matures, the Affected Investor will re-invest the proceeds
in accordance with the provisions of this paragraph 4. Subject to paragraph 8,
the arrangements contemplated by this paragraph 4 will continue without limit
in time.


 


5      Prior to
making any adjustment to the Allocation pursuant to paragraph 2, the Company
and the Investors shall procure that any instruments (“Relevant Instruments”) which:


 


•      are accepted by the home regulator of the
Affected Investor as having the effect of reducing regulatory capital
requirements;


 


•      are held by the Retained Business or any
Acquired Business of an Unaffected Investor (the “Transferring Business”); and


 


•      in respect of which the underlying assets are
held by an Acquired Business of the Affected Investor,


 


shall
be marked to market and transferred to such Acquired Business of the Affected
Investor. Any gain or loss resulting from the mark to market exercise shall be
for the account of the Transferring Business. An adjustment to the Allocation
pursuant to paragraph 2 shall only be required where the ratio of core tier 1
capital to risk weighted assets of the Acquired Businesses of the Affected
Investor remains less than 4.95 per cent. following the actions required by
this paragraph 5 (calculated as at 31 December 2006 and as if the actions
required by this paragraph 5 had taken place as at such date).


 


6      If any
Relevant Instrument is transferred to an Acquired Business of the Affected
Investor in accordance with paragraph 5, the Company and the Investors shall
procure that an appropriate compensatory payment shall be made by the
Transferring Business to such Acquired Business of the Affected Investor. Such
compensatory payment shall be calculated by multiplying the annual cost of the
Relevant Instrument (after taking account of any deduction for tax purposes)
for the year ended 31 December 2006 by the post-synergies price/earnings
multiple used to calculate the value of such Acquired Business of the Affected
Investor for the purposes of this Agreement.


 


7      If and to
the extent any Contribution would cause the Company, any Unaffected Investor or
any Acquired Business of an Unaffected Investor (as the case may be) to be in
breach of any legal or regulatory requirement, the Affected Investors, the
Company and the Unaffected Investors shall negotiate in good faith to
restructure the Contributions as would be necessary to cause the Acquired
Businesses of the Affected Investor to have a ratio of core tier 1 capital to
risk weighted assets of 4.95 per cent (calculated as at 31 December 2006).


 


8      If
Contributions are made in accordance with paragraph 3, the Affected Investor
shall keep under review the ratio of core tier 1 capital to risk weighted
assets of its Acquired Businesses (the results of such review being
communicated to the Unaffected Investors on a quarterly basis). If, as a result
of the management of the assets of the Retained Group, additional core tier 1
capital becomes available to the Acquired Businesses of the Affected Investor
and such ratio exceeds 5.5 per cent. (the core tier 1 capital in excess of such
ratio being the “Excess”), the
Affected Investor shall procure that its Acquired Businesses return the Excess
to the Acquired Businesses of the Unaffected Investors in the Contribution
Proportions. Each return of Excess shall be considered a refund of the amount
of the respective Contributions. Accordingly, the arrangements contemplated by
this paragraph 8 will continue until, and will therefore expire automatically
as soon as, the amounts of the Contributions shall have been refunded to the
respective Unaffected Investors in full.


 


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Schedule 4

The Retained Business


 


1      The
Retained Business shall be managed for the benefit of all the Investors. Save
as otherwise expressly provided in this Agreement (including in particular
Clause 5.7 of this Agreement), all transactions and dealings between the
Retained Business and any Acquired Business shall be on arm’s length terms.


 


2      The Board
shall promptly identify those parts of the Retained Business which are to be
sold. The Board shall use reasonable endeavours to maximise the value realised
on the sale of such assets, but subject to that, shall determine the timing and
manner of any sale. Investors shall be entitled to participate in any auctions
of assets to be sold.


 


3      The Board
shall use reasonable endeavours to reduce unallocated costs. To the extent that
such costs are, on the Unconditional Date, recharged to any part of the
Acquired Businesses, such recharging shall continue on the same basis as that
adopted by the ABN AMRO Group as at 31 December 2006. Unallocated costs
borne centrally shall be borne by the Company. The paragraph shall have effect
subject to the provisions of Schedule 3 to the extent that they provide
for the bearing of costs in a different manner.


 


4      Without
prejudice to paragraph 7.1 of Part 1 of Schedule 3, Liabilities of
the Retained Business shall be borne by the Retained Group (and therefore,
indirectly, by the Investors in their respective Consortium Proportions).


 


5      The
Investors agree to consider and agree in due course an appropriate holding
structure for any part of the Retained Business that has not been sold and, as part
of such consideration, will consider appropriate governance arrangements for
such Retained Business.


 


6      All
Investors shall have the right to participate in discussions and negotiations
with works councils and other relevant third parties in relation to “social
issues” with a view to agreeing (where required or appropriate) a joint social
plan.


 


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Schedule 5

Corporate Governance


Part A

Proceedings at Board Meetings


 


1      Convening a Meeting


 


The
Chairman of the Board shall procure that a Board meeting is convened and held
when reasonably requested by any Director.


 


2      Quorum


 


2.1       No
business shall be transacted at any meeting of the Board unless a quorum of
eligible Directors is present at the time when the meeting proceeds to business
and remains present during the transaction of business. The quorum necessary
for the transaction of the business of the Board shall be the presence of three
Directors or their duly appointed proxies, including at least one RBS Director,
one Santander Director and one Fortis Director (or their respective proxies). A
meeting of the Board shall not be quorate if a majority of the Directors
present are resident for tax purposes in the United Kingdom.


 


2.2       Should a
quorum not be constituted at a Board meeting, the relevant meeting shall be
adjourned for not less than 3 Business Days and upon resumption the quorum
shall be the presence of three Directors (or their respective proxies),
including at least one RBS Director (or his proxy).


 


3      Notice


 


Not
less than 2 Business Days’ notice of any (including an adjourned) meeting shall
be given to all Directors.


 


4      Voting


 


At
any meeting of the Directors or of a committee of Directors, each Director (or
his proxy) shall be entitled to one vote and in the case of an equality of
votes, the Chairman of the Board shall have a second or casting vote.


 


5      Delegation to committees


 


5.1       The
Board may appoint standing and/or ad hoc committees from among its members,
which are charged with tasks specified by and shall be composed as determined
by the Boards from time to time, provided that:


 


(i)         such
committee comprises (unless otherwise agreed) one RBS Director, one Fortis
Director and one Santander Director (or their respective proxies);


 


(ii)        the RBS
Director or his proxy, shall be the chairman of such committee and shall have a
casting vote;


 


(iii)       no more
than half of the members of such a committee shall be resident for tax purposes
in the United Kingdom; and


 


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(iv)       the
proceedings of such a committee shall be conducted in accordance with
Schedule 5 Part C.


 


5.2       The
Board remains collectively responsible for decisions made by committees . A
committee may only exercise such powers as are explicitly attributed or
delegated to it and may never exercise powers beyond those exercisable by the
Board as a whole.


 


5.3       Each
committee must inform the Board in a clear and timely way of the manner in
which it has used delegated authority and of any major development in the area
of its responsibilities. All Board members have unrestricted access to all
committee meetings and records. The Board shall receive a report from each
committee of its deliberations and findings.


 


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Part B

Proceedings at General Meetings


 


1      Convening a Meeting


 


1.1       The
Board shall, and any of the Directors shall be authorised to, immediately
following notice from an Investor, procure:


 


1.1.1    the convening and holding of a general meeting of Shareholders of the
Company at such place and time as such Investor shall reasonably determine
subject to paragraphs 2 and 3 of Part C of this Schedule; and


 


1.1.2    that any resolution required by such Investor shall be proposed at that
meeting.


 


2      Quorum


 


2.1       No
business shall be transacted at any general meeting of Shareholders unless a
quorum of Shareholders is present at the time when the meeting proceeds to
business and remains present during the transaction of business. The quorum
necessary for the transaction of business at a general meeting of Shareholders
shall be three Shareholders (including at least one member of the RBS Group,
one member of the Santander Group and one member of the Fortis Group), present
in person or by proxy or a representative duly authorised.


 


2.2       If there
is a tie in voting, the proposal shall be deemed to have been rejected.


 


2.3       If
within half an hour of the time appointed for a meeting a quorum is not
present, a second meeting may be convened and, subject to paragraph 3 of Part C
of this Schedule, held no earlier than 15 days after and no later than
30 days later than the first meeting. In this second meeting, the items
tabled for the first meeting can be adopted by a simple majority of the votes
cast and the quorum for such second meeting shall be any one Shareholder. In
the notice of the new meeting it must be stated that this concerns a second
meeting as referred to in this Clause 2.3 and explained that a resolution can
be adopted with a quorum of one Shareholder.


 


3      Voting


 


3.1       All
voting shall take place orally. The chairperson of the general meeting of
Shareholders is, however, entitled to decide that votes be cast by a secret
ballot. If it concerns the holding of a vote on persons, anyone present at the
meeting with voting rights may demand a vote by a secret ballot. Votes by
secret ballot shall be cast by means of secret, unsigned ballot papers.


 


3.2       Blank
and invalid votes shall not be counted as votes.


 


3.3       Resolutions
may be adopted by acclamation if none of the persons with voting rights present
at the meeting objects.


 


3.4       The
Chairman’s decision at the meeting on the result of a vote shall be final and
conclusive. The same shall apply to the contents of an adopted resolution if a
vote is taken on an unwritten proposal. However, if the correctness of such
decision is challenged immediately after it is pronounced, a new vote shall be
taken if either the majority of the persons with voting rights present at the
meeting or, where the original vote was not taken by roll call or in writing,
any person with voting rights present at the meeting, so demands. The legal
consequences of the original vote shall be made null and void by the new vote.


 


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3.5       The
Chairman of any meeting of the Companies shall not be entitled in any
circumstances to a second or casting vote in addition to any other vote he, if
any, may have.


 


3.6       Notwithstanding
the forgoing the Investors agree to procure that:


 


3.6.1    no resolution shall be proposed or voted in favour of by any
Shareholder that is part of their Group at any Shareholders meeting of the
Company without the prior written consent of RBS; and


 


3.6.2    no resolution relating to a Board Reserved Matter shall be passed at
any Shareholders meeting of the Company without the unanimous approval of all
Shareholders.


 


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Part C

Administration of Board and Shareholder Meetings


 


1      All
meetings of the Board, the Board Committees and the Shareholders shall be held
in the Netherlands.


 


2      A minimum
of 5 Business Days’ notice of meetings of the Board and a minimum of
15 days’ notice of meetings of the general meeting of Shareholders,
accompanied by details of the venue for such meeting (taking into account the
requirements of paragraph 1 and an agenda of the business to be transacted
(together with, where practicable, all papers to be circulated or presented to
the same), shall be given to all the Directors or Shareholders (as
appropriate). Where either (i) the Chairman of the Board or any
Shareholder determines (acting reasonably) that urgent business has arisen, or
(ii) with the prior consent of any two Investors, notice of meetings of
the Board may be reduced to 2 Business Days.


 


3      A meeting
of the Board or of the general meeting of Shareholders may be held at shorter
notice than set out above or without notice with the unanimous consent of the
Directors or the Shareholders (as appropriate), provided that in case of a
general meeting of Shareholders, valid resolutions of the General Meeting may
only be adopted if all of the Company’s issued capital is represented.


 


4      Subject
to paragraph 1, a meeting of the Directors may consist of a conference call
between Directors some or all of whom are in different places provided that
each Director who participates in the meeting is able:


 


4.1       to hear
each of the other participating Directors addressing the meeting; and


 


4.2       if he so
wishes, to address each of the other participating Directors simultaneously,


 


whether
directly, by conference telephone or by any other form of communication
equipment or by a combination of such methods and provided that the majority of
the Directors present is physically present in the Netherlands and resident for
tax purposes outside the United Kingdom. A quorum shall be deemed to be present
if those conditions are satisfied in respect of at least the number and
designation of Directors required to form a quorum. Subject to paragraph 1, a
meeting held in this way shall be deemed to take place at the place in the
Netherlands where the largest group of Directors is assembled or, if no such
group is readily identifiable, at the place in the Netherlands from where the
chairman of the meeting participates at the start of the relevant meeting.


 


Notwithstanding
the foregoing, no Director shall be entitled to participate in any conference
call or other form of communication equipment as aforesaid from the United
Kingdom.


 


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Part D

Other Board Matters


 


1      Directors’ Insurance


 


Each
Investor shall, for and on behalf of the Company, at all times maintain or
procure the maintenance of indemnity insurance in respect of any Directors
appointed by that Investor to the Board or to the board of directors of any
other member of the Group pursuant to this Agreement, on ordinary commercial
terms.


 


2      Remuneration


 


No
Director shall be entitled to remuneration from, or reimbursement of expenses
by, the Company unless otherwise determined by a Super Board Majority.


 


3      Directors’ Indemnification


 


No
Director shall be entitled to indemnification from the Company but shall
instead rely on such arrangements as may exist between him and the Investor
which nominated him for appointment.


 


4      Interested Parties


 


4.1       Subject
to the provisions of applicable law and save as notified to the contrary by a
majority of the other Directors present at a meeting of the Board, provided
that he has disclosed to the Board the nature and extent of any material
interest of his, a Director notwithstanding his office:


 


(i)         may be
a party to, or otherwise interested in, any transaction or arrangement with the
Company or a member of the Group, or in which the Company or a member of its
Group is otherwise interested;


 


(ii)        may be
a director or other officer of, or employed by, or a party to any transaction
or arrangement with, or otherwise interested in, any body corporate promoted by
the Company or a member of the Group or in which the Company or a member of its
Group is otherwise interested; and


 


(iii)       shall
not, by reason of his office, be accountable to the Company or a member of the
Group for any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in any such body
corporate and no such transaction or arrangement shall be liable to be avoided
on the ground of any such interest or benefit.


 


4.2       Subject
to the provisions of applicable law, provided that it has disclosed to the
Investors the nature and extent of any material interest, an Investor may
exercise its rights as a shareholder (including its voting rights) in respect
of any transaction or arrangement which both the Investor and the Company or a
member of their Groups may be a party to, or otherwise interested.


 


4.3       For the
purposes of paragraphs 4.1 and 4.2:


 


(i)         a
general notice given to the Board or the Investors that a Director or Investor,
respectively, is to be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement in which a specified
person or class of persons is interested shall be deemed to be a disclosure
that the Director or Investor has an interest in any such transaction of the
nature and extent so specified; and


 


(ii)        an
interest of which a Director or Investor has no actual knowledge shall not be
treated as his or its interest.


 


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Schedule 6

Board Reserved Matters


 


For
the purposes of this Schedule 6, any reference to the “Group” shall be construed as a reference to
the Company and its Group.


 


1      Share Capital


 


1.1       Any
variation, creation, increase, re-organisation, consolidation, sub division,
conversion, reduction, redemption, repurchase, re-designation or other
alteration of the authorised or issued share or loan capital of the Company or
any member of its Group or the variation, modification, abrogation or grant of
any rights attaching to any such share or loan capital except, in each case, as
may be required by or permitted under this Agreement.


 


1.2       The entry
into or creation by the Company or any member of its Group of any agreement,
arrangement or obligation requiring the creation, allotment, issue, Transfer,
redemption or repayment of, or the grant to a person of the right (conditional
or not) to require the creation, allotment, issue, Transfer, redemption or
repayment of, a share in the capital of any member of the Company’s Group
(including an option or right of pre emption or conversion) except, in each
case, to a member of the Company’s Group or as may be required by or permitted
under this Agreement or as provided for or contemplated in the Business Plan.


 


1.3       Other
than as expressly required by the Articles, the reduction, capitalisation,
repayment or distribution of any amount standing to the credit of the share
capital, any share premium account, capital redemption reserve or any other
reserve of any member of the Company’s Group (other than a wholly-owned
subsidiary undertaking of the Company), or the reduction of any uncalled
liability in respect of partly paid shares of any member of the Company’s
Group.


 


1.4       Any
amendment to the Articles.


 


2      Winding Up


 


2.1       To the
extent within the powers of the board, the taking of steps in respect of any
member of the Company’s Group to:


 


2.1.1    wind up or dissolve such Group Company;


 


2.1.2    obtain an administration order in respect of such Group Company;


 


2.1.3    invite any person to appoint a receiver or receiver and manager of the
whole or any part of the business or assets of such Group Company;


 


2.1.4    make a proposal for a creditors’ voluntary arrangement in respect of
such Group Company; and


 


2.1.5    do anything similar or analogous to those steps referred to in
paragraphs 2.1.1 to 2.1.4 above, in any other jurisdiction.


 


3      Capital Expenditure


 


Any capital expenditure *** (in respect of an
individual item or a series of related items).


 






***            Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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4      Related Party Contracts


 


The
entry into, termination or variation of any material contract or arrangement
between any member of the Group and an Investor or an Investor Group member,
other than (i) as expressly provided for in this Agreement; or (ii) a
contract on arm’s length terms in the ordinary course of business.


 


5      Joint Venture Agreements


 


The
entry into of any joint venture, partnership, consortium or other similar
arrangement other than in the ordinary course of business.


 


6      Acquired Businesses and Retained Business


 


Any
material change in the nature of any Acquired Business or the Retained
Business.


 


7      Litigation


 


The
commencement or settlement of any litigation, arbitration or other proceedings
which are material in the context of the RBS Acquired Business, the Fortis
Acquired Business, the Santander Acquired Business or the Retained Business (as
the case may be).


 


8      Acquisitions


 


The
acquisition of any company or undertaking other than as contemplated by the
Business Plan.


 


9      Contracts


 


The
entering into or termination of any contract which is not in the ordinary
course of business and which is material in the context of the RBS Acquired
Business, the Fortis Acquired Business, the Santander Acquired Business or the
Retained Business (as the case may be).


 


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Schedule 7

Representations and Warranties


 


1      Capacity


 


The
Investor has capacity and power to carry on its activities as now carried on
and as proposed to be carried on, to own its property and other assets and sue
and be sued in its own name and to execute, deliver and perform its obligations
under this Agreement, the Transaction Documents (as applicable) and the transactions
contemplated by this Agreement.


 


2      Authority


 


Except
as provided in Clause 8.2, the Investor has taken all necessary action to
authorise the execution, delivery and performance of its obligations under this
Agreement and the Transaction Documents (as applicable).


 


3      Legal, Valid and Binding


 


3.1       The
Agreement and the Transaction Documents (as applicable) once executed by the
Investor will constitute legal, valid and binding obligations of such party
enforceable in accordance with their terms.


 


3.2       No authorisation,
approvals or consents from any governmental or other authorities is necessary
for the execution and delivery by the Investor of this Agreement or the
Transaction Documents (as applicable) or, except to the extent set out in
Clause 8.2 and/or reflected in the conditions to the Offer, the exercise of its
rights and the performance of its obligations under this Agreement and the
Transaction Documents (as applicable) including, the making of all payments due
or to become due from it and to render the same legal, valid, enforceable and
admissible in evidence. The execution, delivery and performance by it of this
Agreement, the Transaction Documents (as applicable) and the transactions
contemplated by this Agreement will not contravene any existing law,
regulation, ordinance, decree or authorisation to which it is subject, or
contravene any provision of its memorandum and articles of association or any
equivalent documents in any jurisdiction where it is formed.


 


4      No Encumbrances


 


Neither
the Investor’s execution nor its performance of this Agreement will result in
the creation of, or oblige it to create or permit to subsist, an Encumbrance
over any of its present or future assets or revenues.


 


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Schedule 8

Form of Deed of Accession


 


THIS DEED is made on [•] 20[•]


 


BY [•], a company incorporated under the laws of [•] having its [registered] office at [•]
(“New Shareholder”).


 


Whereas:


 


(A)  The New
Shareholder has agreed to [purchase] [subscribe for] Shares in the capital of
the Company in the capital of the Company as described in the Schedule (the “[Transferred] [Issued] Interest”) subject
to and in accordance with the terms and conditions of [an agreement] [a
notarial deed of [transfer] [issuance]] to be dated [date of Transfer/Subscription
Agreement or Deed of Transfer/Issuance] and made between [ ] (the “[Transferor] [Company]”) and the New
Shareholder (the “[Transfer Agreement]
[Subscription Agreement [Deed of Transfer] [Deed of Issuance]”) and
the Consortium and Shareholders’ Agreement dated [•]
2007 as amended, amended and restated or otherwise modified from time to time
between, amongst others, the Company and the Investors (the “Shareholders’ Agreement”).


 


Now this Deed witnesseth and it is hereby agreed with and for
the benefit of each party to the Shareholders’ Agreement and each party who
becomes a party to the Shareholders’ Agreement after the date of this Deed:


 


1      Definitions
and Interpretations


 


1.1       Definitions


 


In
this Deed (including the Recitals and Schedule hereto), unless the subject or
context otherwise requires, words defined in the Shareholders’ Agreement shall
have the same meanings when used herein and:


 


“Closing” means the closing of the [Sale and
Transfer] [Issuance] of the [Transferred] [Issued] Interest to take place at
the offices of [•] on [date];


 


“Closing Date” has the meaning ascribed
thereto in Clause 2.


 


1.2       Interpretation


 


The provisions of Clause 1 of the Shareholders’
Agreement shall apply to this Deed mutatis
mutandis.


 


1.3       Headings


 


Headings shall be ignored in the construction of
this Deed.


 


2      Undertakings of the New Shareholder


 


In
consideration of the agreement of the [Transferor to Transfer the Transferred
Interest] [Company to issue the Issued Interest] to the New Shareholder, the
New Shareholder undertakes, for the benefit of each party to the Shareholders’
Agreement, that it will with effect from the date of Transfer by the
Transferor] [issue by the Company] to the New


 


101

















 


Shareholder
of the [Transferred] [Issued] Interest (the “Closing
Date”) and without prejudice to or assuming any liability of the
Transferor in respect of any breach by it of obligations under the
Shareholders’ Agreement prior to the Closing Date], assume, perform and comply
with each of the obligations of [the Transferor] [an Investor] under the
Shareholders’ Agreement as if it had been a party to the Shareholders’
Agreement at the date of execution thereof and been named in it as an Investor.
Each other party to the Shareholders’ Agreement may enforce the terms of this
Clause 2.


 


3      Rights of the New Shareholder


 


There
shall be accorded to the New Shareholder with effect from the Closing Date all
the rights [of the Transferor] [of a Shareholder] with respect to the
[Transferred Interest (in each case without prejudice to the accrued rights of
the Transferor under the Shareholders’ Agreement in respect of any breach by
any other party thereto of its obligations thereunder at any time prior to the
Transfer Date)] [Issued Interest] as if the New Shareholder had been a party to
the Shareholders’ Agreement at the date of execution thereof and had been named
in it as an Investor and, with effect from the Closing Date, the Transferor
shall cease to be entitled to those rights.


 


4      Notices


 


The
address and facsimile number designated by the New Shareholder for the purposes
of Clause 21 (Notices) of the Shareholders’ Agreement are:


 


Address:


 


Fax:


 


For
the attention of:


 


5      Assignment and Transfer


 


The
New Shareholder hereby acknowledges and agrees that it shall have no right to
assign, transfer or in any way dispose of the benefit (or any part thereof) or
the burden (or any part thereof) of this Deed without the prior consent of all
the other parties to the Shareholders’ Agreement.


 


6      Third Party Rights


 


Except
where expressly stated otherwise in this Deed and other than by any party to
the Shareholders Agreement, no term of this Deed is enforceable under the
Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to
this Deed.


 


7      General Provisions


 


The
provisions of Clauses [10 (representations and warranties)], 16
(Confidentiality and Announcements), [19 Entire Agreement and Non Reliance], 20
(General) and 22 (Governing Law and Arbitration) of the Shareholders’ Agreement
shall apply (mutatis mutandis) to
this Deed as if expressly set out herein.


 


In witness whereof this Deed has been entered into the day and year first before
written.


 


102

















 


Schedule 9

Permitted Disclosure


 


Clause
16.1 shall not prevent:


 


1      any
disclosure which is required by law or regulation to be disclosed to any person
who is authorised by law or regulation to receive the same;


 


2      any
disclosure which is required by the regulations of any exchange upon which the
share capital of the disclosing party is or is proposed to be from time to time
listed or dealt in provided that such disclosure is, where practicable,
discussed with the other relevant parties hereto before being made;


 


3      any
disclosure which is made to a court, arbitrator or administrative tribunal in
the course of proceedings before it to which the disclosing party is a party in
a case where such disclosure is required by such proceedings or is necessary in
connection with enforcing any right, power or remedy it may have under a
document to which it is a party;


 


4      any
disclosure which is made to any professional advisers of the disclosing party
who are bound to the disclosing party by a duty of confidence which applies to
any information disclosed;


 


5      any
disclosure which is made to an Affiliate who is bound to the disclosing party
by a duty of confidence which applies to any information disclosed;


 


6      any
disclosure which is made to any person appointed as an Investor Director or
Alternate Director;


 


7      any
disclosure which is made to an Investor’s or the Group’s bankers and financiers
or proposed bankers and financiers from time to time;


 


8      any
disclosure required by law, a governmental, taxation or other authority with
relevant powers or professional standards body to which the party making the
disclosure is subject or submits;


 


9      any
disclosure which is made pursuant to the terms of this Agreement.


 


103

















 


In witness whereof this Agreement has been entered into the day and year first
above written.


 


	
  SIGNED
  by M.R. McLean on behalf of

  	
  }

  	
  /s/
  M.R. McLean

  	
   

  	
   

  	
   

  
	
  THE
  ROYAL BANK OF

  SCOTLAND

  GROUP PLC

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by J.I. Benjumea Cabeza

  	
  }

  	
  /s/
  J.I. Benjumea Cabeza de Vaca

  	
   

  	
   

  	
   

  
	
  de
  Vaca on behalf of BANCO

  SANTANDER CENTRAL

  HISPANO S.A.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by M. Lippens and J.P.

  	
  }

  	
  /s/
  M. Lippens

  	
   

  	
   

  	
   

  
	
  Votron
  on behalf of FORTIS N.V.

  	
   

  	
  /s/
  J.P. Votron

  	
   

  	
   

  	
   

  
	
  and
  FORTIS SA/NV

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by M.R. McLean, J.I.

  	
  }

  	
  /s/
  M.R. McLean

  	
   

  	
   

  	
   

  
	
  Benjumea
  Cabeza de Vaca, K.A.M.

  	
   

  	
  /s/
  J.I. Benjumea Cabeza de Vaca

  	
   

  	
   

  	
   

  
	
  de
  Boeck and A.M. Kloosterman on

  	
   

  	
  /s/
  K.A.M. de Boeck

  	
   

  	
   

  	
   

  	
   

  
	
  behalf
  of RFS HOLDINGS B.V.

  	
   

  	
  /s/
  A.M. Kloosterman

  	
   

  	
   

  	
   

  	
   

  
									



 


104