SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

DIVISION OF

MARKET REGULATION

August 7,2007

Jeffrey R. OYBrien

Davis Polk & Wardwell

99 Gresham Street

London EC2V 7NG, England

Re: ABN AMRO Holding N.V.: Exemptive Relief from Rule 102 of Regulation M

File No. TP 07-82

Dear Mr. 09Brien:

In your letter dated August 6,2007, as supplemented by conversations with the

staff, you request on behalf of ABN AMRO Holding N.V., a public limited liability

company incorporated in The Netherlands ("ABN AMRO"), an exemption from Rule

102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in

connection with the exchange offer ("Offer9') being conducted by Barclays PLC, a public

limited company organized under the laws of England ("Barclays"), to acquire all of the

outstanding shares of ABN M R O .

You seek an exemption to permit certain ABN aMRO affiliates to conduct

specified transactions outside the United States in Barclays Shares during the distribution

of Barclays Shares to the shareholders of ABN AMRO. Specifically, you request that: (i)

the Market-Making Branch be permitted to continue to engage in market-making

activities as described in your letter; (ii) the Derivatives Market-Making Units and

Hedging Units be permitted to continue to engage in derivatives market making and

hedging activities as described in your letter; (iii) the Asset Managers be permitted to

continue to engage in asset management activities as described in your letter; (iv) the

Trustees and Personal Representatives be permitted to continue to engage in trust and

estate activities as described in your letter; (v) the Brokerage Units be permitted to

continue to engage in unsolicited brokerage activities as described in your letter; and (vi)

the Banking Units be permitted to continue to engage in banking-related activities as

described in your letter. We have attached a copy of your correspondence to avoid

reciting the facts set forth therein. Unless otherwise noted, each defined term in our

response has the same meaning as defined in your letter.

Response:

Based on the facts and representations that you have made in your letter, but

without necessarily concurring with your analysis, the Commission hereby grants ABN

AMRO an exemption from Rule 102 of Regulation M to permit the Market-Making

Jeffrey R. O'Brien

August 7,2007

Page 2 of 4

Branch, the Derivatives Market-Making Units and Hedging Units, the Asset Managers,

the Trustees and Personal Representatives, the Brokerage Units, and the Banking Units

(collectively, the 6'Companies") to continue to engage in the transactions described in

your letter. In particular, in your correspondence you make the following key

representations:

During the twelve months ended June 30,2007, the worldwide average daily

trading volume ("ADTV') of Barclays Shares was approximately 44.4 million

Barclays Shares, or approximately £306.0 million (approximately US$620.8

million) in value, and Barclays' market capitalization as of July 27,2007, was

£44.3 billion (US$89.9 billion);

The ADTV value for Barclays Shares for the year ended December 3 1,2006, was

approximately £34.5 million (or approximately US$67.2 million), and the public

float value for Barclays Shares was in excess of US$95 billion as of June 15,

2007;

The principal trading market for Barclays Shares is the United Kingdom and

trading on the ESE accounted for approximately 95.56% of the worldwide

average trading volume in Barclays Shares (including Barclays Shares

represented by Barclays ADSs) during the 12 months ended June 30,2007;

ABN AMRO maintains and enforces written "Chinese Wall" policies and

procedures to prevent material non-public information from passing between any

area in which Market Activities of the Companies are conducted and any other

area of ABN AMRO in which price sensitive information relating to Barclays

Shares, including information relating to the Offer, would be available;

Each of the Market Activities conducted by the Derivatives Market-Making Units

and Hedging Units, the Trustees and Personal Representatives, and the Brokerage

Units as described in your letter represented less than 1.O% of the worldwide

average daily trading volume of Barclays Shares (including Barclays Shares

represented by Barclays ADSs) for the 12 months ended June 30,2007;

Each of the Companies conducts its activities outside the United States;

The withdrawal of a significant market maker in derivatives on Barclays Shares in

the primary market for those shares for an extended period of time would have

harmful effects on the market for such derivatives worldwide, as well as on the

Hedging Units' ability to manage hedge positions maintained by them and their

customers previously established in connection with this activity; and

Jeffi-eyR. OYBrien

August 7,2007

Page 3 of 4

Each of the Companies has confirmed that the activities for which it is requesting

relief will be conducted in the ordinary course of its businesses and in accordance

with the applicable Dutch law and its interpretation by the AFM in relation to the

Offer, the laws of the United Kingdom, and other non-US laws.

The exemption is subject to the following conditions:

1. None of the transactions of the Companies described in your letter shall occur in

the United States;

2. A11 of the transactions described in your letter shall be effected in the ordinary

course of business and not for the purpose of facilitating the Offer;

3. The Offer documents distributed to US holders will disclose the possibility of, or

the intention to make, the transactions described in you letter;

4. ABN AMRO and each of the Companies will provide to the Division of Market

Regulation ("Divisionyy),upon request, a time-sequenced schedule of all such

transactions made during the Restricted Period. Such schedule will include:

(a) size, broker (if any), time of execution, and price of the transactions;

(b) the exchange, quotation system, or other facility through which the

transactions occurred, and

(c) whether the transactions were made for a customer account of a

proprietary account;

5. Upon request of the Division, ABN AMRO and each of the Companies will

transmit the information requested in item 4 (above) to the Division at its offices

in Washington DC within 30 days of its request;

6. ABN AMRO and each of the Companies shall retain all documents and other

information required to be maintained pursuant to this exemption for at least two

years following the completion of the Offer;

7. Representatives of ABN AMRO and each of the Companies shall be made

available (in person at the offices of the Commission in Washington, DC or by

telephone) to respond to inquiries of the Division relating to their records; and

8. Except as otherwise exempted by this letter, ABN AMRO and each of the

Companies will comply with Regulation M.

The foregoing exemption fkom Rule 102 of Regulation M is based solely on your

representations and the facts presented to the staff and is strictly limited to the application

Jeffrey R. O'Brien

August 7,2007

Page 4 of 4

of this rule to the proposed transactions. Such transactions should be discontinued,

pending presentation of the facts for o w consideration, in the event that any material

change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation

provisions of the Exchange Act, including Sections 9(a) and 1O(b), and Rule 10b-5

thereunder. Responsibility for compliance with these and any other applicable provisions

of the federal securities laws must rest with the participants in the various transactions.

The Division expresses no view with respect to any other questions that the proposed

transactions may raise, including, but not limited to, the adequacy of disclosure

concerning, and the applicability of any other federal or state laws to, the proposed

transactions.

For the Commission,

by the Division of Market Regulation,

pursuant to delegated authority,

~ Z e A.

s Brigagliano

Associate Director

Attachment

DAVIS P O L K & W A R D W E L L

9 9 G R E S H A MS T R E E T

LONDON

ECZV 7 N G

0 2 0 7 4 1 8 1300

FAX 0 2 0 7 4 I a I 4 0 0

NEW Y O R K

MENLO P A R K

WASHINGTON,D . C .

PARIS

FRANKFURT

MADRID

TOKYO

BEIJING

H O N GK O N G

August 6,2007

Re:

ABN AMRO Holding N.V.: Request for Exemptive Relief from Rule 102

of Regulation M

Mr. James A. Brigagliano

Associate Director

Division of Market Regulation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States

Dear Mr. Brigagliano:

We are writing on behalf of our client ABN AMRO Holding N.V., a

public limited liability company incorporated in The Netherlands ("ABN

AMRO"), about the application of Regulation M to transactions by affiliates of

ABN AMRO (the "ABN AMRO Affiliates", and each an "ABN AMRO

Affiliate") in the ordinary shares of Barclays PLC ("Barclays Shares"), and the

American Depositary Shares, each representing four Barclays Shares ("Barclays

ADSs"), during the distribution of Barclays Shares and Barclays ADSs to be

made by Barclays to shareholders of ABN AMRO, in connection with the

proposed offer (the "Offer") for all of the outstanding ordinary shares of ABN

AMRO ("ABN AMRO Shares"), including American Depositary Shares each

representing the right to receive one ABN AMRO Share ("ABN AMRO ADSs").

Specifically, on behalf of ABN AMRO, we ask the Commission to grant

exemptive relief from Rule 102 of Regulation M to permit ABN AMRO Affiliates

to continue to engage, in the ordinary course of business as described below and

in accordance with applicable local law, in the following activities during the

Restricted Period (as defined below):

THE P R I N C I P A L PLACE O F B U S I N E S S O F THE PARTNERSHIP IN GREAT BRITAIN I S THE

A D D R E S S S E T F O R T H A B O V E A T W H I C H A L I S T O F T H E P A R T N E R S ' N A M E S I S O P E N FOR I N S P E C T I O N

Mr. James A. Brigagliano

2

August 6,2007

Market Making Activities. As is customary in Europe for financial

institutions, ABN AMRO engages in market-making activities with respect to

Barclays Shares through a branch dedicated to that function (the "MarketMaking Branch"). The Market-Making Branch makes bids and offers for

Barclays Shares and purchases and sells Barclays Shares on the London Stock

Exchange (the "LSE"). The Market-Making Branch effects these transactions for

its own account in order to provide liquidity to the market and to enable it to

allow clients to execute trades in Barclays Shares with it. The Market-Making

Branch conducts its market-making activities solely outside of the United States

and manages these activities from London.

Derivatives Market Making and Hedging. As derivatives market makers,

certain ABN AMRO Affiliates (the "Derivatives Market-Making Units")

create, redeem, issue, buy and sell derivatives on Barclays Shares for their own

accounts and for the accounts of their customers. In addition, certain ABN

AMRO Affiliates (the "Hedging Units") solicit and effect trades in Barclays

Shares for their own accounts and for the accounts of their customers for the

purpose of hedging positions (or adjusting or liquidating existing hedge positions)

of the Derivatives Market-Making Units and their customers that are established

in connection with their derivatives market-making activities. The activities of

the Derivatives Market-Making Units and the Hedging Units are conducted solely

outside of the United States. The market activities of the Derivatives MarketMaking Units and the Hedging Units for which relief is sought are conducted

solely outside of the United States.

Trading in Barclays Shares by Asset Managers. Certain ABN AMRO

Affiliates manage the assets of mutual funds, pension funds, group trusts,

common trusts and investor portfolios (such affiliates, the "Asset Managers";

such funds, trusts and investor portfolios, the "Managed Funds"). As part of

their ordinary investment management activities on behalf of the Managed Funds,

the Asset Managers buy and sell Barclays Shares and Barclays ADSs for the

Managed Funds' accounts. The market activities of the Asset Managers for

which relief is sought are conducted solely outside of the United States.

Trading in Barclays Shares by Trustees and Personal Representatives of

Estates. Certain ABN AMRO Affiliates (the "Trustees and Personal

Representatives") act as trustees, executors and/or personal representatives of

testamentary, inter vivos and charitable trusts, as well as estates, (the "Trusts and

Estates"). As part of their responsibilities, the Trustees and Personal

Representatives purchase and sell Barclays Shares for the accounts of the Trusts

and Estates. The market activities of the Trustees and Personal Representatives

for which relief is sought are conducted solely outside of the United States.

Unsolicited Brokerage Activities. Certain ABN AMRO Affiliates (the

"Brokerage Units") effect unsolicited brokerage transactions in Barclays Shares,

Barclays ADSs and derivatives on Barclays Shares and Barclays ADSs by placing

Mr. James A. Brigagliano

3

August 6,2007

orders for customers. The market activities of the Brokerage Units for which

relief is sought are conducted solely outside the United States.

Banking-Related Activities. In connection with their retail and commercial

banking services, certain ABN AMRO Affiliates (the "Banking Units") engage

in the marketing and sale of investment products, including funds which may

include Barclays Shares, to banking customers. In addition, the Banking Units

provide investment advice and financial planning guidance to banking customers,

and this advice and guidance may include information which would assist

customers in determining whether to purchase or sell Barclays Shares. The

activities of the Banking Units for which relief is sought are conducted solely

outside of the United States.

We refer to these activities collectively as the "Market Activities".

We note that while ABN AMRO Affiliates may, subject to applicable

laws, have undertaken certain of the Market Activities in the United States in the

past, it does not carry on such activities in the United States at present or will

forgo such Market Activities during the Restricted Period (as defined below). As

a result, the exemptive relief requested in this letter relates to Market Activities to

be conducted solely outside of the United States.

The availability of the exemption that ABN AMRO is requesting would be

conditioned on the disclosure and record-keeping undertakings outlined below.

The descriptions of factual matters in this letter, including the market for

Barclays Shares and the business and market activities of ABN AMRO Affiliates,

as well as the descriptions of certain matters under the laws of other jurisdictions

outside the United States included in this letter, have been provided to us by ABN

AMRO.

I. The Market for Barclays Shares

As of June 30,2007, Barclays had, issued and outstanding, 6,545,102,018

Barclays Shares, options to purchase 41 7,133,039 Barclays Shares and 871,875

staff shares of £1 each. As of July 27,2007, Barclays market capitalization was

approximately £44.3 billion (or approximately US$89.9 billion at the exchange

rates prevailing on July 27,2007), making Barclays the seventh largest LSE-listed

company in terms of market capitalization at that time. The worldwide average

daily trading volume of Barclays Shares for the twelve months ended June 30,

2007 was approximately 44.4 million Barclays Shares, or approximately £306.0

million (approximately US$620.8 million at July 27, 2007 exchange rates) in

value.

Mr. James A. Brigagliano

4

August 6,2007

The Barclays Shares are listed on the LSE and the Tokyo Stock Exchange

(the "TSE").' The overwhelmingly dominant trading market for the Barclays

Shares is the United IOngdom. During the twelve months ended June 30,2007,

the average daily trading volume of Barclays Shares on the LSE was

approximately 42.4 million Barclays Shares, or approximately £292.4 million

(approximately US$593.2 million at July 27,2007 exchange rates) in value. This

represents approximately 95.56% of the worldwide average daily trading volume

in the Barclays Shares (including Barclays Shares represented by Barclays

ADSs).

The LSE is the principal London exchange for equity and bond trading.

The listing of securities is subject to the Listing Rules of the United Kingdom

Listing Authority (the "UKLA) and the LSE7sown Admission and Disclosure

Standards. The LSE is also a prescribed market for the purposes of the market

abuse regime in the United Kingdom, which is described in further detail below.

Barclays is a foreign private issuer as defined in Rule 3b-4(c) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act") and is

subject to the information reporting requirements of the Exchange Act. Barclays

Shares and Barclays ADSs are listed on, although only Barclays ADSs are traded

on, the NYSE. During the twelve months ended June 30,2007, the average daily

trading volume of Barclays ADSs on the NYSE was approximately 494,000

Barclays ADSs, which represent 1,976,000 Barclays Shares, or approximately

£13.6 million (approximately US$27.6 million at July 27, 2007 exchange rates) in

value. This represents approximately 4.44% of worldwide average daily trading

volume in the Barclays Shares (including Barclays Shares represented by

Barclays ADSs).

11. The Market Activities for Which Relief is Sought

ABN AMRO is a leading international banking group offering a wide

range of banking products and financial services on a global basis through a

network of more than 4,500 offices and branches in 53 countries as at December

3 1,2006. ABN AMRO is the largest banking group in the Netherlands and is one

of the largest banking groups in the world, with total consolidated assets of

€987.1 billion at December 3 1,2006. ABN AMRO also has a substantial presence

in Brazil, Italy and the Midwestern United States and is one of the largest foreign

banking groups in the United States, based on total assets held as at December 3 1,

2006. ABN AMRO also has extensive international advisory, capital markets and

investment banking activities and its global asset management business manages

€193.3 billion in specialist mandates and mutual funds in Europe, the Americas,

Asia and Australia.

1

Barclays Shares are also listed on the NYSE, but as discussed below only

Barclays ADSs are traded on the NYSE.

Mr. James A. Brigagliano

5

August 6,2007

Market Making Activities. As is customary in Europe for financial

institutions, ABN AMRO engages in market-making activities with respect to

Barclays Shares through a branch dedicated to that function (the "MarketMaking Branch"). The Market-Making Branch makes bids and offers for

Barclays Shares and purchases and sells Barclays Shares on the LSE. The MarketMaking Branch effects these transactions for its own account in order to provide

liquidity to the market and to enable it to allow clients to execute trades in

Barclays Shares with it. The Market-Making Branch conducts its market-making

activities outside the United States and manages these activities from London.

The LSE is an order-matching system, not an inter-dealer market with

formal, officially designated market makers. The Market-Making Branch engages

in its market-making activities by placing bids and offers on the LSE, primarily

through one of the Brokerage Units. However, the Market-Making Branch is not

required to and does not maintain independently established bid and ask prices. In

connection with block trades, if an adequate counterparty order is not available on

the LSE at the time that the bid or offer is placed, the broker through which the

order was placed, or the Market-Making Branch itself, may solicit counterparty

orders. The Market-Making Branch is not required to make a market in Barclays

Shares. Accordingly, the Market-Making Branch does not act as a "market

maker" as that term is understood in the United States securities markets.

The Market-Making Branch's market-making activities generally do not

comprise in excess of 5% of the average daily trading volume in Barclays Shares

on the LSE. The monthly average percentage of outstanding Barclays Shares held

as a result of market-making activities has always been below 0.1%.

During the Restricted Period (as defined below), the Market-Making

Branch intends to continue its market-making activities in the ordinary course of

business, although the distribution of Barclays Shares and ADSs upon settlement

of the Offer is expected to result in increased selling pressure and thus volumes of

transactions by the Market-Making Branch may be higher than average and

represent a greater than average percentage of trading volume.

Derivatives Market Making and Hedging. The Derivatives MarketMaking Units create, redeem, issue, buy and sell derivatives and other structured

products relating to various securities, including Barclays Shares, for their own

accounts and for the accounts of their customers. These derivatives and

structured products include listed and over-the-counter options, warrants,

convertible securities, futures, forwards, repurchase agreements, swaps, cashsettled derivatives, index futures, exchange-traded funds and similar products

relating to Barclays Shares or to baskets or indices including Barclays Shares.

Some of these derivatives and structured products are designed by the Derivatives

Market-Making Units for sale to multiple customers ("ABN AMRO-Designed

Derivatives"), while others are custom-made products that the Derivatives

Market-Making Units create based on the specifications of the individual

Mr. James A. Brigagliano

6

August 6,2007

customer or customers to whom the product will be sold ("Customer-Designed

Derivatives"). Customer-Designed Derivatives may be linked directly to the

performance of individual securities, including Barclays Shares, or to baskets or

indices of securities which may include Barclays Shares. ABN AMRO-Designed

Derivatives are not linked to the performance of individual securities, but some

are linked to indices or to baskets of securities which may include Barclays

Shares. In connection with the redemption of derivatives or other structured

products described in this paragraph, Derivatives Market-Making Units may also

purchase Barclays Shares in order to deliver them to the derivative counterparties.

The Derivatives Market-Making Units engage in these derivative market-making

activities in order to provide liquidity to the derivatives market and to facilitate

customers' derivatives transactions.

The Hedging Units solicit and effect trades in Barclays Shares for their

own accounts and for the accounts of their customers for the purpose of hedging

positions (or adjusting or liquidating existing hedge positions) of the Derivatives

Market-Making Units and their customers that are established in connection with

the derivatives market-making activities described above.

The Derivatives Market-Making and Hedging Units engage in their

Market Activities solely in the ordinary course of business and not in

contemplation of the Offer. The derivatives market-making and hedging

transactions for which relief is sought are conducted solely outside of the United

States.

Trading in Barclays Shares by Asset Managers. As part of their

investment management activities, the Asset Managers buy and sell securities,

including Barclays Shares and Barclays ADSs, for Managed Funds' accounts.

Each of the Asset Managers manages one or more of three types of Managed

Funds: those over which they have broad investment discretion ("Discretionary

Managed Funds"); those that require client instruction or consent prior to

making an investment ("Non-Discretionary Managed Funds"); and those that

require the Asset Managers to track the performance of an underlying index or to

follow a prescribed investment model ("Index- or Model-Driven Funds").

Under applicable local laws the Asset Managers of Discretionary

Managed Funds have a fiduciary or similar duty to oversee the funds7investments

in a manner that is in the best interests of the investors in those funds, and the

Asset Managers of Non-Discretionary Managed Funds have a fiduciary and/or

contractual duty to make recommendations as to the funds' investments in a

manner that is in the best interests of the investors in, or beneficiaries of, those

funds. The Asset Managers also have a contractual duty to follow the investment

instructions of the beneficiaries of the Non-Discretionary Managed Funds.

Under the terms and conditions that govern the management of the Indexor Model-Driven Funds, the Asset Managers are required to replicate, as closely

as practicable, the performance of a particular securities market index or to invest

Mr. James A. Brigagliano

7

August 6,2007

the assets of the fund according to a prescribed investment model. The index to

which an Index- or Model-Driven Fund is linked may include Barclays Shares or

Barclays ADSs, and the investment model which an Index- or Model-Driven

Fund is required to follow may require the purchase or sale of Barclays Shares or

Barclays ADSs.

In certain cases, the beneficial owner of a Managed Fund may be an ABN

AMRO Affiliate. In the event that an ABN AMRO Affiliate were the beneficial

owner of a Non-Discretionary Managed Fund, it would refrain from instructing

the relevant Asset Manager to purchase or sell Barclays Shares or Barclays ADSs

during the Restricted Period (as defined below).

The Asset Managers engage in their Market Activities solely in the

ordinary course of business and not in contemplation of the Offer. The market

activities of the Asset Managers for which relief is sought are conducted solely

outside of the United States.

Trading in Barclays Shares by Trustees and Personal Representatives.

The Trustees and Personal Representatives administer the Trusts and Estates,

including through the investment of their assets. The Trustees and Personal

Representatives generally have broad investment discretion over the assets,

similar to the discretion of the Asset Managers with respect to Discretionary

Managed Funds, and as with those Asset Managers, they have fiduciary or similar

duties under applicable local laws to oversee the Trusts and Estates in a manner

that is in the best interests of their beneficiaries.

The Trustees and Personal Representatives engage in their Market

Activities solely in the ordinary course of business and not in contemplation of

the Offer. The market activities of the Trustees and Personal Representatives for

which relief is sought are conducted solely outside of the United States.

Unsolicited Brokerage Activities. The Brokerage Units effect unsolicited

brokerage transactions in Barclays Shares, Barclays ADSs and derivatives on

Barclays Shares and Barclays ADSs by placing orders for customers, including

Asset Managers. These brokerage transactions arise from unsolicited buy or sell

orders received by the Brokerage Units from their customers, although the

Brokerage Units may solicit the other sides of these transactions. The Brokerage

Units generally conduct these transactions as agents or riskless principals,

although in certain cases Brokerage Units may guarantee a price for the customer

(for example, the volume-weighted average price over the course of a trading

day), in which case the Brokerage Unit executing the trade will assume the risk of

any differential between the guaranteed price and the price at which they are able

to purchase the securities in the market. As discussed further below, the

Brokerage Units have in place information barriers to prevent price-sensitive

information from passing between the Brokerage Units and any other area of

ABN AMRO in which price-sensitive information relating to Barclays Shares,

including information relating to the Offer, would be available.

Mr. James A. Brigagliano

8

August 6,2007

Although the Brokerage Units from time to time provide advice to their

customers regarding an investment in Barclays Shares or Barclays ADSs, none of

the Brokerage Units, ABN AMRO or other ABN AMRO Affiliates will produce

research reports concerning Barclays during the Restricted Period. Furthermore,

the personnel of the Brokerage Units have been instructed not to make any

recommendations to their customers with respect to Barclays Shares or Barclays

ADSs during the Restricted Period.

The Brokerage Units engage in their Market Activities solely in the

ordinary course of business and not in contemplation of the Offer. The market

activities of the Brokerage Units for which relief is sought are conducted solely

outside the United States.

Banking-Related Activities. The Banking Units provide a number of

banking services to retail and commercial customers. These services include the

marketing and sale of certain investment products, including funds which may

contain Barclays Shares, to banking customers. Some of these funds are managed

by ABN AMRO Affiliates who are Asset Managers, while others are managed by

third-party fund managers. Most funds marketed and sold by the Banking Units

comply with the requirements set forth in the European Union's Council Directive

85/61 l/EEC, commonly known as the "UCITS Directive". The UCITS Directive

provides, among other things, that no security included in a fund may represent

more than 5% of the fund's assets (although Member States may raise this limit to

lo%, provided that securities which represent more than 5% of the fund's assets

do not in aggregate represent more than 40% of the fund's assets). A limited

number of funds are "Non-UCITS Retail Schemes", or "NURS". NURS are

subject to similar restrictions as UCITS-compliant funds, although NURS may

(but generally do not) invest up to 10% of their assets in the securities of the

single issuer.

In addition, the Banking Units provide investment advice and financial

planning guidance to banking customers. This advice and guidance may include

providing information which would assist customers in determining whether to

purchase or sell Barclays Shares. Unlike Asset Managers, the Banking Units are

not necessarily bound by fiduciary duties or specific contractual obligations in

giving this advice and guidance. However, the Financial Planning and Advisory

Units have enacted internal policies and procedures which prohibit them from

making a recommendation to customers as to whether they should purchase or sell

Barclays Shares; the units provide only objective information about Barclays

Shares and/or a summary of the views of a fixed group of research analysts who

publish information about Barclays.

The Banking Units engage in their Market Activities solely in the ordinary

course of business and not in contemplation of the Offer. The activities of the

Banking Units for which relief is sought are conducted solely outside of the

United States.

Mr. James A. Brigagliano

9

August 6,2007

111.The Offer

Pursuant to the Offer, ABN AMRO shareholders will have the right to

exchange each of their ABN AMRO ordinary shares for 2.13 Barclays Shares and

the U.S. dollar equivalent of €13.1 5 in cash. Holders of ABN AMRO ADSs will

have the right to exchange each of their ABN AMRO ADSs for 0.5325 Barclays

ADSs and the U.S. dollar equivalent of €1 3.15 in cash. Pursuant to a "mix and

match" facility, holders of ABN AMRO Shares and ABN AMRO ADSs will be

able to elect to vary the proportion of cash and Barclays Shares or Barclays ADSs

they receive, but the total number of Barclays Shares (including those represented

by Barclays ADSs) issued and the total amount of cash paid in connection with

the Offer will be fixed.2

Assuming that all outstanding ABN AMRO Shares and ABN AMRO

ADSs are tendered in the Offer, former holders of ABN AMRO Shares and ABN

AMRO ADSs and existing holders of Barclays Shares and Barclays ADSs will

own approximately 35% and 55.6%, respectively, of the outstanding Barclays

Shares (including Barclays Shares represented by Barclays ADSs). We

understand the balance of Barclays Shares will be owned by two strategic

investors, China Development Bank and Temasek Holdings (Private) Ltd., each

of whom has agreed to subscribe for Barclays Shares prior to completion of the

Offer and for additional Barclays Shares (subject to a "clawback" placing to

certain existing shareholders of Barclays and other institutional investors outside

the United States) conditional upon completion of the Offer.

Barclays will make the Offer as a single global offer in The Netherlands,

the United Kingdom, the United States and a number of other jurisdictions in

which Barclays is permitted to make the ~ f f e r Barclays

.~

expects that the Offer

will commence in accordance with the timeframe described below and will expire

at least six weeks later on a date to be established at the time of commencement,

subject to extension (the "Initial Offering Period"). Completion of the Offer

will be subject to several conditions, including the requirement that 80% or more

of the outstanding ABN AMRO Shares (including shares underlying the ABN

AMRO ADSs) be validly tendered and not withdrawn as of the expiration of the

Initial Offering Period. If the Offer is declared unconditional, Barclays may

provide a subsequent offering period (the "Subsequent Offering Period") in

accordance with applicable Dutch and U.S. law.

2

In order to ensure that the value of the exchange does not change other than as a

result of relative fluctuations in the market price of Barclays Shares and ABN AMRO Shares, the

exchange ratios of 2.13 Barclays Shares and €13.15 in cash for each ABN AMRO Share and

0.5325 Barclays ADSs and the U.S. dollar equivalent of €13.15 in cash for each ABN AMRO

ADS are subject to change in the event of certain corporate actions that directly affect share value

such as issuances of additional share capital or payment of dividends or other distributions.

3

The other offer jurisdictions are Austria, Belgium, Canada, France, Germany,

Ireland, Luxembourg, Norway, Singapore, Spain and Switzerland.

Mr. James A. Brigagliano

10

August 6,2007

In conducting the Offer, Barclays expects to be able to rely on Rule 14d1(d) under the Exchange Act, which provides exemptive relief from otherwise

applicable rules to persons engaged in a cross-border tender offer under certain

conditions.

Barclays intends to extend the Offer into the United States. Barclays has

filed with the Commission, and the Commission has declared effective, a

Registration Statement on Form F-4 (File No. 333-143666) (the "Form F-4"),

containing a U.S. exchange offer document/prospectus (the "U.S. Offer

Document"), to register the new Barclays Shares (as well as the shares of a

subsidiary of Barclays), and the Bank of New York, as depositary for the Barclays

American Depositary Receipt facility, intends to file a post-effective amendment

to the Registration Statement on Form F-6 (File No. 333-96567) to register the

new Barclays ADSs to be issued in the Offer. The Offer will comply with the

Exchange Act and the rules and regulations thereunder.

The Offer has been structured to comply with the requirements of the

Dutch Financial Supervision Act ( WetJinancieel toezicht), the Dutch Securities

Market Supervision Act (Wet toezicht effectenverkeer 199.3, the Dutch Securities

Market Supervision Decree (Besluit toezicht effectenverkeer 1995) and the

relevant regulations promulgated thereunder, which govern tender offers in the

Netherlands, as well as applicable rules and regulations of the Dutch securities

regulator, the Netherlands Authority for the Financial Markets (Stichting Autoreit

Financiele Markten) (the "AFM", and the foregoing legislation, rules and

regulations together, the "Dutch Takeover Regulations"). The AFM and the

Commission are parties to an agreement between the United States and the

Kingdom of the Netherlands on Mutual Administrative Assistance in Securities

Matters, dated December 11, 1989 and July 1, 1992, and have also recently signed

a Memorandum of Understanding between the Commission and the College of

Euronext Regulators, dated January 25,2007, concerning consultation and

cooperation regarding the implementation of securities laws with respect to

certain matters. ABN AMRO and Barclays have been advised that the Offer will

not be subject to the United Kingdom's City Code on Takeovers and Mergers (the

"City Code") and that Barclays does not intend to conduct the Offer in

compliance with the City Code.

Barclays has submitted to the AFM, on a confidential basis, a draft offer

document (the "Dutch Offer Document"). Barclays has also submitted, on a

confidential basis, a draft prospectus (the "U.K. Prospectus") to the UKLA for its

review. We understand that the AFM has confirmed that it has no further

comments in relation to the Dutch Offer Document, and the UKLA has approved

the U.K. Prospectus. On the date hereof, Barclays expects to publish an

announcement in at least two Dutch daily newspapers announcing the availability

of the Dutch Offer Document and the U.K. Prospectus to holders of ABN AMRO

Shares in certain jurisdictions outside of the United States, and on August 7, 2007,

Barclays expects to deliver copies of the U.S. Offer Document to holders of ABN

Mr. James A. Brigagliano

11

August 6,2007

AMRO shares with registered addresses in the United States and Canada and to

holders of ABN AMRO ADSs in the United States, Canada and in certain other

jurisdictions worldwide.

Under the applicable Dutch Takeover Regulations, the minimum duration

of the Initial Offering Period may not be less than 20 calendar days, with no

maximum being specified. The Initial Offering Period will be no shorter than 20

U.S. business days. The Initial Offering Period may not be declared

unconditional and withdrawal rights may be not be terminated (unless the Offer is

terminated) prior to October 4,2007, which is the date set forth as the expiration

date in the U.S. Offer Document. One or more extensions of the Initial Offering

Period are permitted, with no minimum or maximum duration being specified;

withdrawal rights must be made available during any such extension The Offer is

subject to a number of conditions, including the receipt of various regulatory

approvals in over 50 jurisdictions. Neither ABN AMRO nor Barclays has control

over whether or when such approvals will be granted. Consequently, it is possible

that the Offer may be open for acceptance for a period of several months.

After expiration of the Initial Offering Period (including any extensions

and assuming all conditions to the Offer have been met or waived and the Offer

has been declared unconditional), the Offer will close, and Barclays will pay for

all ABN AMRO Shares and ABN AMRO ADSs tendered against the issue of

Barclays Shares and Barclays ADSs and the delivery of cash. Settlement is

expected to occur no later than five Dutch trading days after the Offer is declared

unconditional; the Offer is required to be declared unconditional within three

Dutch trading days after the end of the acceptance period.

Any Subsequent Offering Period (which would be a "subsequent offering

period" for purposes of Rule 14d-11 under the Exchange Act) would be no shorter

than three U.S. business days, and under the applicable Dutch Takeover

Regulations it may be no longer than 15 Dutch trading days.

IV. Application of Regulation M

In connection with the Offer, Barclays will offer U.S. investors the ability

to exchange their ABN AMRO Shares and ABN AMRO ADSs for Barclays

Shares and Barclays ADSs. As a result, Barclays will be considered to be

engaged in a distribution in the United States for purposes of Regulation M.

Subject to enumerated exceptions, Rule 102 of Regulation M makes it unlawful

for an issuer or affiliated purchaser, directly or indirectly, to bid for, purchase, or

attempt to induce any person to bid for or purchase a covered security during the

applicable restricted period. ABN AMRO believes that, under Regulation M, the

restricted period for the distribution (the "Restricted Period") will commence on

the day on which the Dutch Offer Document, the U.K. Prospectus and the U.S.

Offer Document are first disseminated and end upon expiration of the acceptance

period for the Offer (including any subsequent offering period). Accordingly, the

Mr. James A. Brigagliano

12

August 6,2007

Restricted Period will last at least 20 U.S. business days and may be significantly

longer.

ABN AMRO and Barclays entered into a Merger Protocol on April 23,

2007, as amended on July 23,2007 and July 30,2007, and by letter agreement on

August 3,2007, pursuant to which the Offer will be made. The Merger Protocol

provides for a combination of their businesses, with Barclays as the holding

company for the combined group. As a result, ABN AMRO may be deemed to be

an "affiliated purchaser" of the Barclays as defined in Rule 100 of Regulation M.

Further, ABN AMRO Affiliates that regularly purchase securities for their own

accounts and/or the accounts of others may be deemed to be "affiliated

purchasers" of the issuer, as defined in Rule 100 of Regulation M. Accordingly,

their market activities may be subject to Rule 102 throughout the Restricted

Period. No ABN AMRO Affiliate will participate in the Offer as a distribution

participant and, therefore, Rule 101 will not apply. As such, we request relief for

the market activities described in this letter under Rule 102.

Under Rule 102, ABN AMRO Affiliates would not be permitted to bid for

or purchase, or attempt to induce any person to bid for or purchase, Barclays

Shares or Barclays ADSs during the Restricted Period, except to the extent that

one of the specified exceptions under the applicable rule is available. There are

no exceptions available under Rule 102 that would permit ABN AMRO Affiliates

to engage in the Market Activities described in Section I1 of this letter. Therefore,

without the requested exemptive relief, ABN AMRO Affiliates would not be

permitted to engage in their respective activities for the entire duration of the

Restricted Period.

If the Market-Making Branch is unable to continue its market-making

activities in the ordinary course, it would not be in a position to provide liquidity

in Barclays Shares to its clients on a day to day basis because it would not be able

to execute transactions for its clients solely on an agency or riskless principal

basis. ABN AMRO believes that these activities will not have a significant effect

on the market price of Barclays Shares.

If the Derivatives Market-Making Units and the Hedging Units are

precluded from conducting market-making activities in the derivatives or

effecting hedging transactions in Barclays Shares relating to the derivatives on

behalf of their customers, and on behalf of themselves in the case of derivatives

held by them in order to accommodate customer requests, the application of

Regulation M could have serious adverse effects on their ability to meet their

clients' demands for derivatives on Barclays Shares. Given that these hedging

transactions are entered into in connection with derivatives on Barclays Shares

which were entered into by or at the requests of their customers, these business

units would have to cease providing such derivatives services to their customers if

they were prohibited from effecting these hedging transactions.

Mr. James A. Brigagliano

13

August 6,2007

Separately, if the Derivatives Market-Making Units, the Hedging Units

and Brokerage Units are precluded from effecting hedging transactions in

Barclays Shares relating to derivatives on Barclays Shares in their proprietary

trading portfolios prior to the commencement of the Restricted Period and entered

into in the ordinary course of business and not in contemplation of the Offer,

these units may be forced to unwind these derivatives or to incur losses as a result

of their inability to properly hedge these transactions.

These derivatives market-making and hedging activities historically have

represented a small proportion of all trading in Barclays Shares, and for the 12

months ended June 30,2007, the average daily volume of Barclays Shares traded

pursuant to these activities represented less than 1.O% of the worldwide average

daily trading volume of Barclays Shares (including Barclays Shares represented

by Barclays ADSs). ABN AMRO believes that these activities will not have a

significant effect on the market price of Barclays Shares.

The Asset Managers have fiduciary or similar duties under applicable

local law to invest the assets of Discretionary Managed Funds and to make

recommendations as to the investment of the assets of Non-Discretionary

Managed Funds, in the best interests of the beneficiaries of those funds.

Accordingly, the Asset Managers would be prohibited by law fiom trading in

Barclays Shares or Barclays ADSs unless the Asset Manager believed that such

trading was in the best interests of the Discretionary Managed Funds' or the NonDiscretionary Managed Funds' beneficiaries. In addition, the Asset Managers

have contractual obligations to invest the assets of Non-Discretionary Managed

Funds and Index- or Model-Driven Funds according to the instructions of the

beneficiary or in a pre-specified manner. Accordingly, the Asset Managers would

be prohibited by contract from trading in Barclays Shares or Barclays ADSs

unless doing so complied with the terms and conditions that governed the

management of such Non-Discretionary Managed Funds or Index- and ModelDriven Funds. Insofar as the Managed Funds historically have engaged in low

volumes of trading in Barclays Shares and Barclays ADSs and that the Asset

Managers intend to conduct the trading activities in the ordinary course of

business, ABN AMRO believes that it is unlikely that such activities could have a

significant effect on the market price of Barclays Shares or Barclays ADSs.

The Trustees and Personal Representatives similarly have fiduciary or

similar duties under applicable local law to invest the assets of the Trusts and

Estates in the best interests of their beneficiaries. Accordingly, the Trustees and

Personal Representatives would be prohibited by law fiom trading in Barclays

Shares unless the Trustees and Personal Representatives believed that such

trading was in the best interests of the beneficiaries of the Trusts and Estates. The

activities of the Trustee and Personal Representatives historically have

represented a small proportion of all trading in Barclays Shares, and for the 12

months ended June 30,2007, the average daily volume of Barclays Shares traded

pursuant to these activities represented less than 1.O% of the worldwide average

Mr. James A. Brigagliano

14

August 6,2007

daily trading volume of Barclays Shares (including Barclays Shares represented

by Barclays ADSs). ABN AMRO believes that these activities will not have a

significant effect on the market price of Barclays Shares.

In the absence of an exemption the Brokerage Units would be unable to

execute or facilitate unsolicited brokerage orders submitted by their customers in

the normal course of the Brokerage Units' business, thereby forcing their

customers to take their orders elsewhere or to refiain fiom trading. It would place

a significant burden on these customers to require them to transfer their Barclays

Shares and Barclays ADSs to a securities account elsewhere, or to have the

Brokerage Units place orders with another bank, in order to make trades with

respect to Barclays Shares and Barclays ADSs. Moreover, the Brokerage Units

would be likely to lose a significant number of these customers if they were

prevented fiom providing them with customary facilitation services during the

Restricted Period.

The activities conducted by the Brokerage Units for which this exemption

is requested are by definition unsolicited, so ABN AMRO believes that there is no

opportunity for manipulation of Barclays Shares or Barclays ADSs by an ABN

AMRO Affiliate. Further, these activities have historically represented a small

proportion of all trading in Barclays Shares, with the average daily volume of

Barclays Shares traded pursuant to these activities for the 12 months ended June

30,2007 representing less than 1.O% of the worldwide average daily trading

volume of Barclays Shares (including Barclays Shares represented by Barclays

ADSs) for the same period. ABN AMRO believes that these activities will not

have a significant effect on the market price of Barclays Shares.

Finally, ABN AMRO also believes that the marketing and sale by Banking

Units of funds that may include Barclays Shares is unlikely to have a significant

effect on the market price of Barclays Shares. Moreover, the financial planning

and investment advisory activities of the Banking Units do not constitute bids for

or purchases of Barclays Shares, and ABN AMRO believes that it is unlikely that

such activities would constitute inducements to purchase Barclays Shares. If

these activities did constitute inducements to purchase Barclays Shares, ABN

AMRO believes that the policies and procedures which prohibit it from

recommending the purchase or sale of Barclays Shares are sufficient to preclude

such activities from having a significant effect on the market price of Barclays

Shares.

ABN AMRO also notes that it has established "Chinese Wall" procedures

to prevent price-sensitive information from passing between any area in which

market-making, derivatives hedging, asset management (including any investment

oversight committee), brokerage, banking-related or trustee or estate activities of

the ABN AMRO Affiliates are conducted and any other area of ABN AMRO in

which price-sensitive information relating to Barclays Shares, including

information relating to the Offer, would be available. Accordingly, during

Mr. James A. Brigagliano

15

August 6,2007

restricted periods prior to announcements of earnings results or other material

developments that have not yet become public, the ABN AMRO Affiliates are

generally able to continue their respective market activities. ABN AMRO will

continue to maintain these Chinese Wall procedures during the distribution of

Barclays Shares and ADSs in connection with the Offer. Furthermore, the ABN

AMRO Affiliates will continue to conduct their market activities free of direction

fiom senior management of ABN AMRO, including management with

responsibility for the proposed combination with Barclays.

The Market Activities described in this letter are important aspects of

ABN AMRO's business as a major global financial institution and, therefore,

interrupting those activities for such an extended period could also have an

adverse impact on ABN AMRO's business, including its ability to properly

manage its risks.

Barclays Shares and Barclays ADSs would easily qualify as actively

traded securities that are exempt under Rule 101(c)(l) of Regulation M, with an

average daily trading volume in the year ended December 3 1,2006 of

approximately £34.5 million (or approximately US$67.2 million at the exchange

rates prevailing on June 15,2007) and a public float value significantly in excess

of US$95 billion as of June 15, 2007. Regulation M normally would not interfere

with market-making and other market activities in actively traded securities, such

as the Barclays Shares and Barclays ADSs. However, because the ABN AMRO

Affiliates may be deemed affiliated purchasers of the issuer, they may not rely on

the actively traded securities exception to do what market makers and brokers for

large U.S. issuers are normally allowed to do during distributions by those issuers.

ABM AMRO believes that the risk of market manipulation by ABN

AMRO Affiliates is limited by: (1) the information barrier policies and

procedures that they have in place; (2) the fiduciary or similar duties to which

many ABN AMRO Affiliates are subject; (3) the fact that the Market Activities

that are the subject of this request for exemptive relief are ordinary course market

activities of the ABN AMRO Affiliates rather than activities commenced or

managed in contemplation of the Offer; (4) the fact that trading by ABN AMRO

Affiliates in Barclays Shares and Barclays ADSs is subject to and will be

conducted in accordance with applicable Dutch, U.K. and other laws; and (5) as

discussed in greater detail below, applicable U.K. law provides important

safeguards against the type of risk of abuse that Regulation M was designed to

prevent.

For the foregoing reasons, ABN AMRO asks the Staff to provide an

exemption fiom Regulation M that would allow ABN AMRO Affiliates to

continue to engage in the activities described above during the Restricted Period.

Mr. James A. Brigagliano

16

August 6,2007

V. The United Kingdom Regulatory Market

The key legislation and regulation governing market activities and market

conduct in the United Kingdom is the Financial Services and Markets Act 2000

(the "FSMA"), the Criminal Justice Act 1993 (the "CJA) and the Code of

Market conduct4, as well as the EU Market Abuse Directive and the EU

Stabilisation and Buybacks Regulation. In addition, companies listed on the UK

Official List, such as Barclays, must comply with the relevant obligations under

the Listing Rules and companies admitted to trading on a regulated market in the

United Kingdom, which includes the main market of the LSE, must comply with

the Disclosure and Transparency Rules of the U.K. Financial Services Authority

(the " F S A ) in order to meet the transparency and disclosure obligations required

under the United Kingdom regulatory regime.

The principal enforcement body for transparency and compliance in

market activities and market conduct is the FSA, although the U.K. Department

for Business, Enterprise and Regulatory Reform has the power to investigate

offences under the insider dealing regime and can appoint inspectors to

investigate and report on suspected offences. The FSA is the competent authority

for the monitoring and enforcement of the Listing Rules and the Disclosure and

Transparency Rules.

The handling of price sensitive information in the United Kingdom is

governed by the CJA insider dealing regime (which relates to dealing in,

encouraging others to deal in, and disclosing of price sensitive information in

relation to price-affected securities and imposes criminal sanctions), the market

abuse regime under the FSMA (which targets insider dealing activities and

behaviour resulting in the illegitimate manipulation or distortion of a qualifying

market and imposes civil liability) and the Disclosure and Transparency Rules

(which require prompt disclosure of insider information to the market, subject to

certain limited exceptions).

Companies in the United Kingdom whose shares are traded on a regulated

market such as the LSE must comply with the vote holder and issuer notification

rules under Chapter 5 of the Disclosure Rules and Transparency Rules. The rules

require direct and indirect shareholders of issuers whose shares are traded on a

regulated market (as well as holders of certain types of financial instrument

relating to those shares) to inform the issuer and the FSA of any changes to major

holdings in the issuer's shares. In particular, a listed company which acquires its

own shares must make public the percentage of voting rights attributable to those

shares which it holds as a result of the transaction as a whole as soon as possible,

but in any event not later than four trading days following the acquisition where

The Code of Market Conduct is a code of practice adopted by the FSA pursuant to rulemaking authority granted to it by the FSMA.

Mr. James A. Brigagliano

17

August 6,2007

that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the

voting rights.

VI. Relief Requested

As discussed above, ABN AMRO is seeking exemptive relief from the

application of Rule 102 of Regulation M to permit ABN AMRO Affiliates to

continue to engage in the Market Activities described in Section I1 of this letter

during the Restricted Period.

All of these activities would be conducted in accordance with applicable

local law and in the ordinary course of business in the U.K. and other non-U.S.

markets.

As a condition to the relief being requested, ABN AMRO would

undertake to request Barclays to include disclosure in the prospectus included in

the Form F-4 that will be distributed to ABN AMRO shareholders located in the

United States and holders of ABN AMRO ADSs worldwide. The disclosure

would be substantially similar to the following:

Since the announcement of the Offer, certain ABN AMRO

Affiliates have engaged and intend to continue to engage in

various dealing and brokerage activities involving Barclays

Shares. Among other things, ABN AMRO Affiliates have

made a market, from time to time, in derivatives (such as

options, warrants and other instruments) on Barclays Shares by

purchasing and selling derivatives on Barclays Shares for their

own accounts. ABN AMRO Affiliates have also engaged, and

intend to continue to engage, in dealings in Barclays Shares for

their accounts and the accounts of customers for the purpose of

hedging their positions established in connection with certain

derivatives activities (such as options, warrants and other

instruments) relating to Barclays Shares entered into by ABN

AMRO Affiliates and their customers. In addition, certain

ABN AMRO Affiliates have engaged and intend to continue to

engage in transactions in Barclays Shares as trustees and/or

personal representatives of trusts and estates. Certain ABN

AMRO Affiliates have also marketed and sold and intend to

continue to market and sell to customers funds which include

Barclays Shares and have provided and intend to continue to

provide to customers investment advice and financial planning

guidance which may include information about Barclays

Shares. All of these may occur in the Netherlands, the United

Kingdom and elsewhere outside the United States.

Separately, certain asset management companies that are ABN

AMRO Affiliates have purchased and sold, and intend to

Mr. James A. Brigagliano

18

August 6,2007

continue to purchase and sell, Barclays Shares and Barclays

ADSs as part of their ordinary investing activities, as well as to

effect unsolicited brokerage transactions in Barclays Shares and

Barclays ADSs with their customers. Other ABN AMRO

Affiliates have engaged in and may continue to engage in the

lending of Barclays Shares and Barclays ADSs. These

activities expected to continue to occur solely outside of the

United States.

Further, ABN AMRO, through an affiliate, has made a market,

from time to time, and intends to continue to make a market,

from time to time, in Barclays Shares by purchasing and selling

Barclays Shares for its own account in the United Kingdom on

the London Stock Exchange. ABN AMRO is not obliged to

make a market in Barclays Shares and any such market making

may be discontinued at any time. All of these activities could

have the effect of preventing or retarding a decline in the market

price of the Barclays Shares.

As a further condition to the relief being requested, ABN AMRO will

undertake to keep records ("Records") of the date and time at which any Barclays

Shares are purchased or sold, the market in which the purchase or sale is effected,

the amount of Barclays Shares purchased or sold and the price of purchase or sale,

for each purchase or sale of Barclays Shares that ABN AMRO Affiliates make

during the Restricted Period (this information will not include any client-specific

data, the disclosure of which may be restricted under local law). ABN AMRO

will maintain the Records for a period of two years following the end of the

Restricted Period. Upon the written request of the Director of the Division of

Market Regulation of the Commission, ABN AMRO will make the relevant

records available at the Commission's offices in Washington, D.C.

In connection with the relief requested by ABN AMRO in this letter,

please note that the Commission has granted substantially similar exemptive relief

from Regulation M to Banco Bilbao Vizcaya Argentaria, S.A. under the

exemptive letter dated June 25,2007; to Allianz SE under the exemptive letters

March 23,2007 and April 10,2003; to Banco Intesa S.p.A. under the exemptive

letter dated November 1,2006; to Sanpaolo IMI S.p.A. under the exemptive letter

dated November 1,2006; to Banco Santander Central Hispano, S.A. under the

exemptive letter dated September 10,2004; and to UBS AG under the exemptive

letter dated September 22,2000.

Mr. James A. Brigagliano

19

August 6,2007

If you have any questions about this request, please do not hesitate to

contact me (t-44-20-7418-1376)' Margaret E. Tahyar (+33-1-56-59-36-70) or

John Meade (t-44-20-7418-1011). We appreciate your assistance in this matter.

cc:

Josephine Tao

Elizabeth Sandoe

Joan Collopy

(U.S. Securities and Exchange Commission)

Eva Simon Thomas

Roger Munger

(ABN Amro Holding N.V.)

H. Rodgin Cohen

George H. White

Alan P.W. Konevsky

Dinesh D. Banani

Jeffrey A. Lynn

(Sullivan & Cromwell LLP)

Margaret E. Tahyar

John Meade

(Davis Polk & Wardwell)