Unassociated Document
As filed with the Securities and Exchange Commission on June 29, 2007



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
 
OR

o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
     
Commission file number 1-14624

 
 
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 
ABN AMRO GROUP PROFIT SHARING AND SAVINGS PLAN AND TRUST

 
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ABN AMRO HOLDING N.V.

Gustav Mahlerlaan 10, 1082 PP Amsterdam
The Netherlands


 


Financial Statements and Supplemental Schedule

ABN AMRO Group Profit Sharing and Savings Plan and Trust

Years ended December 31, 2006 and 2005 with Report of Independent Registered Public Accounting Firm

Employer Identification #13-5268975
Plan #003
 
 
 
 
 
 
 

 

 
 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003

Financial Statements and Supplemental Schedule
 
Years ended December 31, 2006 and 2005

 
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements:
 
   
Statements of Assets Available for Benefits
2
Statements of Changes in Assets Available for Benefits
3
Notes to Financial Statements
4
   
Supplemental Schedule:
 
   
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
13
   
Consent of Independent Registered Public Accounting Firm
16


  
VB&CVELMA BUTLER & COMPANY, LTD.                             MEMBER OF: THE AMERICAN INSTITUTE OF CPAs  
                                       CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS                                                         THE ILLINOIS CPA SOCIETY
 

 
Report of Independent Registered Public Accounting Firm

Members of the Committee Administering
the ABN AMRO Group Profit Sharing and Savings Plan and Trust

We have audited the accompanying statements of assets available for benefits of the ABN AMRO Group Profit Sharing and Savings Plan and Trust as of December 31, 2006 and 2005, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole.  The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  This supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements, and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Chicago, Illinois
June 28, 2007


1

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
Statements of Assets Available for Benefits
 
   
December 31
 
   
2006
   
2005
 
Assets
           
Investments, at Fair Value:            
   Shares of Registered Investment Companies   $ 614,268,852     $ 441,779,888  
   Bank Collective Funds
   
299,971,385
     
242,879,602
 
   ABN AMRO Unitized ADR Fund
   
28,654,153
     
18,047,735
 
   ABN AMRO Unitized Income Plus Fund
   
268,011,390
     
231,630,290
 
   Pimco Unitized Fund
   
5,056,972
     
-
 
   Loans to Participants
   
35,070,661
     
28,874,875
 
Total Investments
   
1,251,033,413
     
963,212,390
 
Contributions Receivable:
               
Employers
   
13,146,497
     
25,781,354
 
Total Contributions Receivable
   
13,146,497
     
25,781,354
 
Asset Available for Benefits at Fair Value
   
1,264,179,910
     
988,993,744
 
                 
Adjustment from fair value to contract value for
               
ABN AMRO Unitized Income Plus Fund
   
4,234,886
     
4,021,718
 
Assets Available for Benefits
  $
1,268,414,796
    $
993,015,462
 

See Notes to Financial Statements.
 
2

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
Statements of Changes in Assets Available for Benefits
    
   
Year Ended December 31
 
   
2006
   
2005
 
Additions
           
Contributions:
           
Participants
  $
66,346,773
    $
57,720,378
 
Employers
   
25,888,636
     
38,343,521
 
Investment Income
   
37,406,975
     
18,284,390
 
Miscellaneous (Loss)
    (675,478 )     (541,946 )
Transfer of Plan Assets due to merger
   
171,213,986
      
-
 
Total Additions
   
300,180,892
     
113,806,343
 
 
Deduction
               
Benefits Paid to Participants
    (110,659,686 )     (72,904,133 )
Total Deductions
    (110,659,686 )     (72,904,133 )
                 
Net Realized and Unrealized Appreciation
   in Fair Value of Investments
   
85,878,128
     
33,251,005
 
                 
Net Increase
   
275,399,334
     
74,153,215
 
Assets Available for Benefits at Beginning of Year
   
993,015,462
     
918,862,247
 
Assets Available for Benefits at End of Year
  $
1,268,414,796
    $
993,015,462
 

See Notes to Financial Statements.
 

 
3

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
Notes to Financial Statements
For the Years Ended December 31, 2006 and 2005

 
1.  Description of the Plan
 
The following description of the ABN AMRO Group Profit Sharing and Savings Plan (the Plan) provides only general information.  Participants should refer to the Plan document and the Summary Plan Description for a more complete description of the Plan’s provisions.
 
The Plan is a defined-contribution plan covering all eligible employees of LaSalle Bank Corporation (formerly ABN AMRO North America, Inc.), affiliates and subsidiaries, and employees of Consumer & Commercial Client and Private Client & Asset Management Strategic Business Units of the offices of ABN AMRO Bank N.V. located in the United States and the U.S. Virgin Islands (collectively, the Employers), except those that may be covered by a foreign plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
Effective December 31, 2006, the ABN AMRO WCS Holding Company 401(k) Plan (the "WCS Plan") was merged into the Plan.  All persons who were participants in the WCS Plan on December 31, 2006 ("WCS Participants") shall become participants of the Plan on January 1, 2007, and all deferral elections, beneficiary designations, and investment elections made by WCS Participants under the WCS Plan shall be deemed to have been made under the Plan (except to the extent that investment funds under the WCS Plan are not available under the Plan, in which case WCS Participants who had elected to invest in such funds shall be deemed to have elected to invest in the most similar fund available under the Plan, as determined by the Fiduciary committee).  WCS Participants who complete at least one hour of service on or after January 1, 2007, shall be fully vested in all accounts including matching contributions made prior to 2007.  The amendment to merge the Plans was approved effective December 28, 2006.   As a result, all investment funds and participant loans were transferred from the WCS Plan to the Plan as of December 31, 2006.  The amount transferred as of that date was $171.2 million.

Effective January 1, 2007, the Plan adopted automatic enrollment for full-time eligible employees.  All newly hired full-time employees shall be deemed to have elected employer contributions of 2% of compensation starting with the first payroll period that is at least 60 days after their date of hire, unless they make a contrary election prior to such date.  Employees who were eligible to participate in the WCS Plan but had neither elected to do so or affirmatively elected not to participate on December 31, 2006, shall be automatically enrolled beginning with the first payroll period beginning on or after March 1, 2007.
 
Eligibility and Contributions:  Any eligible employee who has commenced participation in the Plan after having completed six months of service is a “limited participant” as defined in the Plan.  A limited participant is eligible to participate only to the extent of electing 401(k) contributions to be made on their behalf and receiving Employer matching contributions. Any employee who has completed two years of service as defined in the Plan is eligible to fully participate in the Plan.  Full participants may receive contributions from the Employers under the profit-sharing portion of the Plan.  Special rules may apply with respect to employees acquired in connection with certain merger or acquisition transactions. Effective July 1, 2002, the percentage limitation increased to 100%, subject to the limits under the law.  The Plan allows a participant to change this contribution under certain conditions.  The Employers make a matching contribution equal to the lesser of 50% of the participant’s elective deferrals or 2% of such compensation, subject to the limits under law.
 
4

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
Employer contributions under the profit-sharing portion of the Plan are made in discretionary amounts determined by the respective board of directors of the Employers and are credited to each participant’s account based on the relationship of each participant’s annual base compensation earned while a participant to the total of such base compensation of all Plan participants. For all these purposes, compensation is limited by applicable law.

Special Provisions:  Whenever affiliates or subsidiaries are acquired, the Fiduciary Committee (Committee) amends relevant sections of the Plan to govern how and when employees of merged companies can become participants.

Whenever affiliates or subsidiaries are sold, the Committee amends relevant sections of the Plan to terminate Employer and employee contributions.

Investment Options:  As of December 31, 2006 the Plan offers twelve investment options listed below:

 
 
·
ABN AMRO Unitized Income Plus Fund
 
·
ABN AMRO Value Fund
 
·
ABN AMRO Real Estate Fund
 
·
SSgA Passive Bond Index Fund
 
·
T. Rowe Price Balance Fund
 
·
ABN AMRO/Montag & Caldwell Growth Fund
 
·
ABN AMRO/Veredus Aggressive Growth Fund
 
·
ABN AMRO Company Stock (ADR) Fund
 
·
SSgA Advisors S&P 500 Index Fund
 
·
Artisan International Fund
 
·
ING International Value Fund
 
·
Royce Total Return Fund
 
Participants are permitted to direct the trustees as to respective percentages of their account balances to be invested in each investment option and are permitted to periodically change those percentages and to direct the trustees to transfer a percentage of their accounts invested between the various funds.  Contributions to the funds are invested in the pooled fund of LaSalle Bank N.A. Trust and Asset Management, the ABN AMRO family of mutual funds, and the ABN AMRO Company Stock (ADR) Fund, all parties in interest to the plan. In addition, contributions to the funds are invested in the Artisan and ING International funds and the Royce Total Return Fund.
 
Participants are allowed to make more than three account investment elections in any one month.
 
Participant Accounts:  Net earnings of the Plan are allocated to a participant’s account when earned based on the relationship of each participant’s adjusted account balance to the total of all such adjusted account balances with special adjustments for participant contributions (e.g., elective deferrals, rollovers).  Accounts are adjusted to market value on a daily basis.  Participant account balances are fully vested at all times.
 
5

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
Payment of Benefits:  In the event of retirement, termination of employment, death of a participant, or total disability while employed, the participant’s account may be distributed to the participant or beneficiary (in the event of the participant’s death) through the payment of installments over a fixed period of time or in payment of a lump sum.  Also, under certain circumstances, a participant may withdraw a portion or all of certain of the amounts credited to his or her account.  Special annuity and optional forms of payment apply to certain amounts transferred to the Plan from another plan in a merger.
 
Participant Loans:  Participants may borrow from their fund accounts a minimum of $1,000 up to the maximum of $50,000, reduced by the highest outstanding balance of the participant’s loans from the Plan during the 12-month period ending on the day before the loan is made.  Two outstanding loans are permitted. The loans are secured by the balance in the participant’s account.  Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence.  The loans bear interest of 1.5% above LaSalle Bank N.A.’s prime rate in effect on the last business day of the calendar quarter prior to the quarter the loan is made.
 
Plan Termination:  Although it has not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, the account of each participant shall be distributed to him or her.

2.  Significant Accounting Policies
 
Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.
 
Valuation of Investments:  The Plan’s investments are stated at fair value.  The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the fund at year-end.  The pooled trust funds for employee benefit plans are stated at fair value and are adjusted to contract value (which represent contributions made under the contract, plus interest earned, less withdrawals and administrative expenses) and are adjusted to fair value on the Statement of Net Assets Available for Benefits.  See Note 4.  The fair value of the ADR Fund is based on the market value of the ABN AMRO Holding N.V. American Depository Receipts traded on the New York Stock Exchange.  Participant loans are valued at their outstanding balances, which approximates fair value.
 
The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of assets available for benefits.
 
Investment Income Recognition:  Purchases and sales of securities and funds are recorded on a trade-date basis.  Investment income is recorded on an accrual basis.
 
Reclassifications: Certain 2005 amounts have been reclassified to conform with the 2006 presentation.
 
6

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003
 
New Accounting Pronouncement
 
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts from fair value to contract value. Prior year balances have been reclassified accordingly. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

3.  Investments
 
The Plan’s investments are held by a LaSalle Bank N.A. Trust and Asset Management* (the Trustee) administered trust fund.  Wachovia is retained as the Plan’s custodian.
 
Appreciation in the fair value of the Plan’s investments (including investments bought, sold, as well as held during the year) is as follows:
   
Appreciation in
Fair Value
During Year
   
Transfer of Plan
Assets due to
merger
   
Fair Value
at End of Year
   
Appreciation in
 Fair Value
During Year
   
Fair Value
 at End of Year
 
Fair Value as Determined by Quoted Market Price:
                             
Shares of Registered Investment Companies
  $
38,392,620
    $
93,901,191
    $
614,268,852
    $
13,296,067
    $
441,779,888
 
ABN AMRO Unitized
   ADR Fund*
   
5,107,898
     
3,663,565
     
28,654,153
     
581,450
     
18,047,735
 
ABN AMRO Unitized
   Income Plus Fund*
   
10,844,649
     
29,487,878
     
268,011,390
     
9,211,416
     
231,630,290
 
        Pimco Unitized Fund
   
-
     
5,056,972
     
5,056,972
     
-
     
-
 
Total                                       
   
54,345,167
     
132,109,606
     
915,991,367
     
23,088,933
     
691,457,913
 
                                         
Fair Value as Determined by Quoted Redemption Value:
                                       
Bank Collective Funds*
   
31,532,961
     
36,507,710
     
299,971,385
     
10,162,072
     
242,879,602
 
                                         
Total
   
31,532,961
     
36,507,710
     
299,971,385
     
10,162,072
     
242,879,602
 
                                         
Fair Value Approximates Outstanding Balance:
                                       
Loans to Participants
   
-
     
2,596,670
     
35,070,661
     
-
     
28,874,875
 
                                         
Total
  $
-
    $
2,596,670
    $
35,070,661
    $
-
    $
28,874,875
 
Total Appreciation In Fair Value
  $
85,878,128
    $
171,213,986
    $
1,251,033,413
    $
33,251,005
    $
963,212,390
 

 
7

 
 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003

 
The fair value of individual investments that represent 5% or more of the Plan’s assets is as follows:
             
   
2006
   
2005
 
ABN AMRO*/Montag & Caldwell Growth Fund
  $
128,974,425
    $
108,960,657
 
Artisan International Fund
   
70,010,582
     
51,450,621
 
ING International Value Fund
   
73,089,861
     
-
 
T. Rowe Price Balance Fund
   
82,178,240
     
60,934,387
 
ABN AMRO*/Unitized Income Plus Fund
   
268,011,390
     
231,630,290
 
Bank Collective Funds*:
               
    SSgA Advisors S&P 500 Index Fund
   
242,294,861
     
194,816,929
 
ABN AMRO* Equity Mutual Funds:
               
Value Fund
   
109,586,834
     
82,184,921
 
Total
  $
974,146,193
    $
729,978,105
 
*Indicates a party in interest to the Plan.
 
 
 
 
8

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003

 
4.  Additional Information Regarding ABN AMRO Unitized Income Plus Fund (the Fund)
 
The Fund invests primarily in investment contracts such as traditional guaranteed investment contracts (“GICs”) and enters into wrapper contracts with underlying securities to create synthetic GICs. The average yield for such investments was 3.30% and 3.11% for 2006 and 2005, respectively.  The average yield credited to participants was 2.76% and 2.52% for 2006 and 2005, respectively.

In a traditional GIC, the Fund enters into a contract with an issuer (typically a bank or life insurance company) which provides for a stated rate of interest and a fixed maturity.

In a synthetic GIC structure, the Fund owns fixed income investments and enters into a wrap contract from high-quality insurance companies, banks or other financial services companies that serve to substantially offset the price fluctuations in the underlying investments caused by movements in interest rates. Each wrap contract obligates the wrap provider to maintain the “contract value” of the underlying investments. The contract value is generally equal to the principal amounts invested in the underlying investments, plus interest accrued at a crediting rate established under the contract, less any adjustments for withdrawals (as specified in the wrap agreement). Under the terms of the wrap contract, the realized and unrealized gains and losses on the underlying investments are, in effect, amortized over the duration of the underlying investments, through adjustments to the future contract interest crediting rate (which is the rate earned by participants in the Fund for the underlying investment). The wrap contract provides that the adjustments to the interest crediting rate will not result in a future interest crediting rate that is less than zero. This ensures that the participants’ principal and accrued interest will be protected.

In general, if the contract value of the wrap agreement exceeds the market value of the underlying investments (including accrued interest), the wrap provider becomes obligated to pay that difference to the Fund in the event that shareholder redemptions result in partial or total contract liquidation. In the event that there are partial shareholder redemptions that would otherwise cause the contract’s crediting rate to fall below zero percent, the wrap provider is obligated to contribute to the Fund an amount necessary to maintain the contract’s crediting rate to at least zero percent.  The circumstances under which payments are made and the timing of payments between the Fund and the wrap provider may vary based on the terms of the wrap contract.

Over time, the crediting rate formula amortizes the Fund’s realized and unrealized market value gains and losses over the duration of the underlying investments.
 
Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrap contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting difference between the market value of the underlying investments relative to the wrap contract value is presented on the Statement of Assets Available for Benefits as the “Adjustment from Fair Value to Contract Value”.  If the Adjustment from Fair Value to Contract Value is positive for a given contract, this indicates that the wrap contract value is greater than the market value of the underlying investments. The embedded market value losses in the underlying securities will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the Adjustment from Fair Value to Contract Value is negative, this indicates that the wrap contract value is less than market value of the underlying investments. The amortization of the embedded market value gains in the underlying securities will cause the future interest crediting rate to be higher than it otherwise would have been.

Events That Limit the Ability of the Fund to Transact at Contract Value

In certain circumstances, the amount withdrawn from the wrap contract would be payable at fair value rather than at contract value. These events include termination of participating plans, or a material adverse change to the provisions of participating plans.
 
9

 
ABN AMRO Group Profit Sharing and Savings Plan and Trust            
EIN 13-5268975
                                                                                                                               
Plan #003

 
While it is possible that some of the plans participating in the Fund may experience plan terminations or other events that would trigger fair value payouts under the Fund’s wrap agreements, based on prior experience, management of the Fund believes it is not probable that such events would be of sufficient magnitude to limit the ability of the Fund to transact at contract value with the participants in the Fund. Given that such events are generally beyond the control of the Fund, however, there can be no guarantee that this will be the case.

Issuer – Initiated Contract Termination

Examples of events that would permit a wrap contract issuer to terminate a wrap contract upon short notice include the uncured loss of a participating plan’s tax qualified status, uncured material breaches of wrap contract by the Fund, or material and adverse changes to the provisions of the Fund. If one of these events was to occur, the wrap contract issuer could terminate the wrap contract at the market value of the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).
 
The following is a listing of investments within the ABN AMRO Unitized Income Plus fund:
 
 
 
 
Major Credit
Rating
 
Investment at
Fair value
   
Wrap Contract
at Fair Value
   
Adjustment to
Contract Value
 
Synthetic Guaranteed Investment Contracts
                   
  AIG
Aa1/AA+
   
20,098,562
     
48,255
     
604,459
 
  Bank of America Alternative 98-033 variable rate
Aa1/AA
   
17,770,670
     
44,298
     
292,920
 
  Bank of America Actively Managed
Aa1/AA
   
8,245,164
     
32,189
     
52,666
 
  CDC-IXIS Alternative variable rate
Aaa/AAA
   
19,983,424
     
42,647
     
510,983
 
  ING Alternative variable rate
Aa3/AA
   
17,725,690
     
74,480
     
242,010
 
  JP Morgan Alternative variable rate
Aa2/AA -
   
22,174,576
     
59,388
     
405,650
 
  Monumental Life Alternative variable rate
Aa3/AA
   
17,966,247
     
61,086
     
420,375
 
  Rabobank Altenrative variable rate
Aaa/AAA
   
32,343,558
     
77,364
     
354,143
 
  RBC Alternative variable rate
Aaa/AA -
   
18,591,390
     
33,405
     
165,518
 
  State Street Alternative 100030 variable rate
Aa2/AA -
   
20,606,608
     
49,271
     
532,189
 
  State Street Actively Managed 101022 variable rate
Aa2/AA -
   
8,245,164
     
26,837
     
62,230
 
  UBS Alternative variable rate
Aa1/AA
   
23,811,505
     
73,446
     
229,469
 
       
227,562,559
     
622,666
     
3,872,612
 
                           
Traditional Guaranteed Investment Contracts
                         
  Prudential PACE Separate Account
Aaa/AAA
   
2,378,912
     
-
     
476
 
  Monumental Life
Aa3/AA
   
3,947,874
     
-
     
17,773
 
  Metropolitan Life
Aa2/AA
   
6,683,477
     
-
     
58,125
 
  Hartford Life
Aa3/AA -
   
5,006,314
     
-
     
68,799
 
  Travelers
Aa2/AA
   
2,727,443
     
-
     
48,511
 
  New York Life
Aaa/AA+
   
4,986,751
     
-
     
168,591
 
       
25,730,771
     
-
     
362,275
 
       
253,293,330
     
622,666
     
4,234,887
 
 
10

 
Reconciliation of adjustment of fair value to contract value:
 
 
2006
Beginning balance
$         5,136,189
   Increase (decrease) of fair value to contract value
        (901,302)
   Increase due to fully benefit-responsive changes
-
Ending balance
$      4,234,886
 

5. Transactions With Parties in Interest
 
LaSalle Bank Corporation and LaSalle Bank N.A., participating Employers in the Plan, provide all services for the Plan and LaSalle Bank N.A. pays all costs incurred.  Such costs include fees for trust services performed by the Trustee.

6.  Income Tax Status
 
The Plan received a determination letter from the Internal Revenue Service dated May 30, 2006. The Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification.  The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

7.  Voluntary Correction Program
 
On June 28, 2007, the Company filed an application with the Internal Revenue Service (IRS) under the Voluntary Correction Program (VCP) to correct for a failure to allow part-time employees, who complete a certain minimum level of service, to participate in the Plan.  The VCP application proposes corrective actions, including a contribution to the Plan by the Employers on behalf of the affected employees.  As of December 31, 2006, the Employers estimated that additional employer contributions of $10.3 million may be required.  The actual amount may differ from this estimate.
 
11


 












Supplemental Schedule
 
 
 
 
 
 
 
 

 
12

 
 
 

Schedule H, Line 4i – Schedule of Assets
 (Held at End of Year)
 
       
 
December 31, 2006  
 
Identity of Issue, Borrower,
Lessor, or Similar Party
 
Description of Investment or Number of Shares/Units 
 
Current
Value
       
Bank Collective Funds*:
     
SSgA Advisors S&P 500  Index Fund
10,521,882
 
$        242,294,861
SSgA Passive Bond Index Fund
4,749,185
 
57,676,524
       
Shares of Registered Investment Companies:
     
        ABN AMRO* Value Fund
7,259,237
 
109,586,834
        T. Rowe Price Balance Fund
3,682,983
 
82,178,240
        ABN AMRO*/Montag & Caldwell Growth Fund
5,294,758
 
128,974,425
        ABN AMRO*/Veredus Aggressive Growth Fund
2,560,288
 
36,889,366
        ABN AMRO*/ Real Estate Fund
2,774,691
 
51,898,160
        Artisan International Fund
2,414,991
 
70,010,582
        ING International Value Fund
3,279,229
 
73,089,859
        Royce Total Return Fund
3,324,932
 
55,960,424
        Lazard Mid Cap Open
138,180
 
5,680,961
       
ABN AMRO* Unitized ADR Fund
1,554,599
 
28,654,153
ABN AMRO* Unitized Income Plus Fund
223,015,414
 
268,011,390
Pimco Total Return High Yield
                      426,586
 
5,056,972
       
Participant Loans
Varying rates originated at Prime
+ 1.5% and varying maturities 
35,070,661
Total
   
$    1,251,033,413


* Indicates party in interest to the Plan.
 
13

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee of the ABN AMRO Group Profit Sharing and Savings Plan and Trust has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
ABN AMRO GROUP PROFIT SHARING AND SAVINGS PLAN AND TRUST
 
 
Date:
June 29, 2007
 
By:
/s/ Marianne Bamonte
 
       
Name:
Marianne Bamonte
 
       
Title:
Senior Vice President
Global Securities and Trust Services,
LaSalle Bank N.A.
 

 
14

 
 
EXHIBIT INDEX
 
Exhibit No. 
 
 Description
23.1
  Consent of Velma Butler & Company, Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15