Order Issued under International Banking Act

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Amsterdam, The Netherlands

Order Approving Establishment of a Representative Office

ABN AMRO Bank N.V., Amsterdam, The Netherlands ("Bank"), a foreign bank within the meaning of the International Banking Act ("IBA"), has applied under section 10(a) of the IBA (1) to establish a representative office in New York, New York. The Foreign Bank Supervision Enhancement Act of 1991, which amended the IBA, provides that a foreign bank must obtain the approval of the Board to establish a representative office in the United States.

Notice of the application, affording interested persons an opportunity to submit comments, has been published in a newspaper of general circulation in New York (The New York Times, January 26, 2010). The time for filing comments has expired, and all comments received have been considered.

Bank, with total consolidated assets of approximately $276 billion, is the third largest bank in The Netherlands. (2) Bank is indirectly owned by a consortium ("Consortium") composed of the government of The Netherlands, the Royal Bank of Scotland Group plc ("RBS"), and Banco Santander S.A. ("Santander"). (3) Bank is a newly licensed entity resulting from the decision by the Consortium to divide the businesses of the entity formerly called ABNAMRO Bank ("Former ABN AMRO"). Certain assets of Former ABN AMRO ("State Allocated Assets") have been allocated by the Consortium to the government of The Netherlands. On February 6, 2010, the State Allocated Assets were transferred to Bank from Former ABN AMRO, and Former ABN AMRO was renamed The Royal Bank of Scotland N.V. The members of the Consortium remained the indirect parents of Bank after the transfer. In a transaction scheduled to occur on March 31, 2010, the government of The Netherlands will become the sole owner of Bank.

The operations of Former ABN AMRO allocated to Bank include The Netherlands business, the global private client business, most of the global asset management business, and the global diamond and jewelry financing business. Subject to receipt of required regulatory approvals, Bank plans to operate branch offices in Belgium, Dubai, Hong Kong, India, Japan, Jersey, and Singapore; a representative office in Spain; and subsidiaries in Botswana, France, Germany, Luxembourg, and Switzerland. The proposed New York representative office will solicit loans and market other products of Bank in the United States, perform preliminary and servicing steps in connection with lending, and act as a liaison between Bank and its prospective U.S.-based customers. (4)

In acting on an application under the IBA and Regulation K by a foreign bank to establish a representative office, the Board shall take into account whether (1) the foreign bank has furnished to the Board the information it needs to assess the application adequately; (2) the foreign bank and any foreign bank parent engage directly in the business of banking outside of the United States; and (3) the foreign bank and any foreign bank parent are subject to comprehensive supervision on a consolidated basis by their home-country supervisor. (5) The Board may also consider additional standards set forth in the IBA and Regulation K. (6) The Board will consider that the supervision standard has been met if it determines that the applicant bank is subject to a supervisory framework that is consistent with the activities of the proposed representative office, taking into account the nature of such activities. This is a lesser standard than the comprehensive, consolidated supervision standard applicable to applications to establish branch or agency offices of a foreign bank. The Board considers the lesser standard sufficient for approval of representative office applications because representative offices may not engage in banking activities. (7) This application has been considered under the lesser standard.

As noted above, Bank engages directly in the business of banking outside the United States. …