SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

D I V I S I O N OF

MARKET REGULATION

August 7,2007

George H. White, Esq.

Sullivan & Cromwell LLP

One New Fetter Lane

London EC4A IAN, England

Re: Barclays PLC: Exemptive Relief from Rule 102 of Regulation M

File No. TP 07-83

Dear Mr. White:

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

staff, you request on behalf of Barclays PLC, a public limited company organized under

the laws of England ("'Barclays"), an exemption from Rule 102 of Regulation M under

the Securities Exchange Act of 1934 ("'Exchange Act") in connection with the exchange

offer ("Offer") being conducted by Barclays to acquire all of the outstanding shares of

ABN AMRO Molding W ,a public limited liability company incorporated in The

Netherlands ("ABN AMRO').

You seek an exemption to permit certain Barclays 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 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;

(ii) the Asset Managers be permitted to continue to engage in asset management activities

as described in your letter; (iii) the Trustees and Personal Representatives be permitted to

continue to engage in trust and estate activities as described in your letter; (iv) the

Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as

described in your letter; (v) the Stock Borrowing and Lending Units and the CollateralTaking Units be permitted to continue to engage in stock borrowing, stock lending, and

collateral-talung activities as described in your letter; (vi) the Banking Units be permitted

to continue to engage in banking activities as described in your letter; and (vii) the

Employee Plan Trustees be permitted to continue to engage in employee plan activities as

described in your letter.

You also seek an exemption to permit certain Barclays affiliates to conduct

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

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

certain Asset Managers be permitted to continue to engage in asset management activities

as described in your letter; (ii) certain Brokerage Units be permitted to continue to engage

George H. White, Esq.

August 7,2007

Page 2 of 5

in unsolicited brokerage activities as described in your letter; (iii) certain Stock

Borrowing and Lending Units and the Collateral-Taking Units be permitted to continue to

engage in stock borrowing, stock lending, and collateral-taking activities as described in

your letter.

In addition, you seek clarification that certain activities of Barclays Global Fund

Advisors ("BGFA") in its capacity as the investment advisor to ishares Index Funds, as

described in your letter do not constitute, directly or indirectly, a bid for, a purchase or an

attempt to induce any person to bid for or purchase Barclays Shares or Barclays ADSs in

contravention of Rule 102 of Regulation M or, in the alternative, to provide exemptive

relief to continue to engage in such activities.

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

Barclays an exemption from Rule 102 of Regulation M to permit the Derivatives Market

Making Units and Hedging Units, the Asset Managers, the Trustees and Personal

Representatives, the Brokerage Units, the Stock Borrowing an$ Lending Units and

Collateral-Taking Units, the Banking Units, the Employee Plan Trustees, and BGFA

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

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

representations:

e

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 LSE 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;

George H. White, Esq.

August 7,2007

Page 3 of 5

The number of Barclays Shares to be delivered to ABN AMRO shareholders in

the Offer will represent approximately 61.3% of the Barclays Shares currently

outstanding;

Barclays maintains and enforces written "Chinese Wall" policies and procedures

to prevent material non-public information fiom passing between any area in

which Market Activities are conducted and any other area of Barclays 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 Companies as described in your

letter represented less than 3.2% 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 Derivatives Market Making Units and Hedging Units, The Trustees

and Personal Representatives, the Banking Units, and the Employee Plan

Trustees, conduct their activities outside the United States, and each of the Asset

Managers, the Brokerage Units, and the Stock Borrowing and Lending Units and

Collateral-Taking Units conduct their activities both inside and outside the United

States;

The only Asset Managers that conduct their Market Activities in the U.S., BGI

and BGFA, are subject to supervision and regulation as, respectively, a nationallychartered bank and an invest adviser registered with the Commission, and the

only Brokerage Units that conduct their Market Activities inside the U.S., BCI

and BGIS, are registered with the Commission as broker-dealers and are members

of the National Association of Securities Dealers, Inc.;

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;

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 receipt of Deposit Securities into an ishares Index Fund from an Authorized

Participant does not entail a separate bid for or purchase of any of the securities

contained within the Deposit Securities by a Barclays Affiliate, and an ishares

George H. White, Esq.

August 7,2007

Page 4 of 5

Index Fund will not purchase Deposit Securities in the secondary market to fulfill

a purchaser's request to redeem ishares and, thus, the act of issuing or redeeming

ishares by the Fund will not be expected to affect the market price of the Deposit

Securities;

Neither BGFA nor the respective ishares Index Fund has control over the

occurrence or timing of such transactions, nor any knowledge or control over how

a purchaser of the ishares acquires any Deposit Securities that are delivered to the

respective ishares Index Fund or whether an investor which redeems its ishares

subsequently disposes of the Deposit Securities removed from the respective

ishares Index Fund in secondary market trading; and

Any purchases of Barclays Shares will be effected in the ordinary course of

business and consistent with the composition of the respective fund's Underlying

Index and its overall investment objective and such purchases will not be effected

for the purpose of facilitating the Offer.

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, with the exception of the asset management, unsolicited

brokerage, stock borrowing, lending, and collateral-taking, and ishares activities

of certain Barclays affiliates as described in your letter;

2. All 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. Barclays and each of the Companies will provide to the Division of Market

Regulation ("Division"), 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, Barclays 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;

George H. White, Esq.

August 7,2007

Page 5 of 5

6. Barclays 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 Barclays 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, Barclays and each of the Companies

will comply with Regulation M.

The foregoing exemption fiom 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

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

pending presentation of the facts for our 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 10(b), and Rule lob-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,

8-yW

James A. Brigagliano

Associate Director

Attachment

SULLIVAN & CROMWELL LLP

A LIMITED LIABILITYPARTNERSHIP

TELEPHONE: +44 (0120-7959-8900

FACSIMILE: +44 (0)20-7959-8950

W W W B U ~ M . ~

FRANKFURT. PARIS

LOS ANGELES

NEWYORK

BEIJING

.

.

PAL0 ALTO. WASHINGTON, D.C.

HONG KONG

TOKYO

MELBOURNE SYDNEY

August 6,2007

By Hand and E-mail

Division of Market Regulation,

Securities and Exchange Commission,

100 F Street, N.E.,

Washington, D.C. 20549,

United States of America.

Attention: Mr. James A. Brigagliano, Associate Director

Re:

Barclays PLC: Request for Exernptive Relief from Rule 102 of

Regulation M

Dear Mr. Brigagliano:

We are writing on behalf of our client Barclays PLC, a public limited

company organized under the laws of England ("~arcla~s"),~

about theapplication of

Regulation M to transactions by affiliates of Barclays (the "Barclavs. Affiliates", and each

a "Barclays Affiliate") in the ordinary shares of Barclays ("Barclays Shares7'),and the

American Depositary Shares, each representing the right to receive four Barclays Shares

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

made by Barclays to shareholders of ABN AMRO Holding N.V., a public limited

company organized under the laws of the Netherlands ("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 Barclays, we ask the Commission to grant exemptive relief

from Rule 102 of Regulation M to permit Barclays 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):

Sullivan & Cromwell LLP is a registered limited liability partnership established under the laws of the Siab of New York.

The personal iiabili of our paltners is limited to the extent provided in such laws. Additional information is available upon request or at w.sullcrom.com.

A list of the partners' names and pmfeaslonai qualifications is available for inspection at the above address.

All partners are either registered foreign lawyers in England and Wales or solicitors. Regulated by the Solicitors Regulation Authority.

U.S. Securities and Exchange Commission

-2-

Derivatives Market Making and Hedging: As derivatives market

makers, certain Barclays Affiliates (the "Derivatives MarketMakinn Units"), including Barclays Bank PLC ("BBPLC"),

Barclays Capital Securities Limited ("BCSL"), Barclays Capital

Barclays Capital Inc.

and together

France SA

with BBPLC, BCSL and BCF, "Barclays Capital") and Barclays

Bank (Suisse) SA ("=),I

create, redeem, issue, buy and sell

derivatives on Barclays Shares for their own accounts and for the

accounts of their customers. In addition, certain Barclays

Affiliates (the "Hedning Units"), including Barclays Capital and

BBS, 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

&stomeri that are established in connection-with their derivatives

market-making activities. The market activities of the Derivatives

Market-Making Units and the Hedging Units are conducted solely

outside of the United States and primarily in the United Kingdom

through the facilities of the London Stock Exchange (the ''LSE")

and the Euronext.liffe exchange, in The Netherlands through the

facilities of the Euronext Amsterdam exchange, in ~elgium

through the facilities of the Euronext Brussels exchange, in France

through the facilities of the Euronext Paris exchange, in Portugal

through the facilities of the Euronext Lisbon exchange (all of the

~ u r i e xexchanges

t

together, "Euronext"), in ~witzerlandthrough

the facilities of the Swiss Stock Exchange (the "SWX"), in Japan

through the facilities of the Tokyo Stock Exchange (the ''W)

and in each of these countries and other member states of the

European Union through over-the-counter transactions.

("m'),

("m',

Trading in Barclays Shares by Asset Managers: Certain Barclays

Affiliates (the "Asset Managers"), including BBPLC, BBS,

1

To the extent that Barclays Affiliates or the jurisdictions in which or the facilities through which

they conduct their Market Activities (as defined below) are identified in this letter, such

identifications are intended to illustrate the main Barclays Affiliates, jurisdictions and facilities

involved in the Market Activities. Barclays is requesting relief to cover the conduct of the Market

Activities by all Barclays Affiliates, in all jurisdictions and through all facilities, whether or not

such Barclays Affiliates,jurisdictions or facilities are specifically identified in this letter.

However, Barclays is not requesting relief to cover the conduct of Market Activities in the United

States except to the extent that this letter indicates that such Market Activities are conducted in the

United States.

-3-

U.S. Securities and Exchange Commission

("w),

Barclays Global Investors, N.A.

Barclays Global Fund

Advisors ("BGFA"), Barclays Global Investors Limited ("BGIL",

and together with BGI and BGFA, "Barclavs Global Investors"),

Barclays Private Clients International Limited ("BPCIL"), Gerrard

Investment Management Limited ("GIML"), Barclays Private

Bank & Trust Limited ("BPBTL"), Barclays Private Asset

Management (Monaco) S.A. ("BPAMM"), Walbrook Fund

Managers Limited ("WFML"), Walbrook Fund Managers (Isle of

Man) Limited ("WFMIML") and Barclays International Fund

Managers Limited, manage the assets of mutual funds, pension

funds, group trusts, common 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 are conducted both inside and outside of the United

States and primarily in the United Kingdom through the facilities

of the LSE and the United States through the facilities of the

NYSE.

Trading in Barclays Shares by Trustees and Personal

Representatives of Estates: Certain Barclays Affiliates (the

"~rusteesand personal Re~resentatives"),including, among

others, BBPLC, BBS, GIML, BPBTL, WFML, WFMIML,

Barclays Bank Trust

Barclays Trust (Suisse) SA

Company Limited ("BBTCL") and Barclays Private Bank & Trust

(Cayman) Limited ("BPBTCL"), act as trustees, executors andlor

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 are conducted solely outside of the United States

and primarily in the United Kingdom through the facilities of the

LSE.

("m),

Unsolicited Brokerage: Certain Barclays Affiliates (the

including Barclays Capital, BBS, BBTCL,

BPCIL, GIML, BPBTL, WFML, BPAMM, Barclays Global

Investors Services ("BGIS"), Barclays Stockbrokers Limited and

Barclays Sharedealing, effect or facilitate unsolicited brokerage

transactions in Barclays Shares, Barclays ADSs and derivatives on

,-"

U.S. Securities and Exchange Commission

Barclays Shares and Barclays ADSs by placing orders for

customers. The market activities of the Brokerage Units are

conducted both inside and outside the United States and primarily

in the United Kingdom through the facilities of the LSE and in the

United States and through the NYSE, the American Stock

Exchange (the "Amex") and the NASDAQ Stock Market

("NASDAQ").

Stock Borrowing and Lending and Taking Collateral: Certain

Barclays Affiliates (the "Stock Borrowing and Lending Units"),

including Barclays Capital and Barclays Global Investors, borrow

and lend securities, including Barclays Shares and Barclays ADSs,

from and to customers as part of stock lending transactions in the

ordinary course of business. In some circumstances, a customer

may purchase Barclays Shares or Barclays ADSs from a third party

in anticipation of lending them to a Stock Borrowing and LendingUnit, or a customer may arrange for a third party to purchase

Barclays Shares or Barclays ADSs after the customer has

borrowed them from a Stock Borrowing and Lending Unit. In

addition, certain Barclays Affiliates (the "Collateral-Taking

Units"), including Barclays Capital, BTS, BBS, BBTCL, BPCIL,

GIML, BPBTL, BPBTCL, WFML, Barclays Bank Ireland Public

Limited Company ("BBIPLC") and Barclays Private Clients

(Gibraltar) Limited ("BPCGL"), accept Barclays Shares and

Barclays ADSs as collateral for loans made by a Barclays Affiliate.

In the event that the borrower defaults on a loan, Barclays may

foreclose on the collateral and in some circumstances dispose of it,

including by selling it in the market. The market activities of the

Stock Borrowing and Lending Units and the Collateral-Taking

Units are conducted both inside and outside of the United States,

and primarily in the United Kingdom, various member states of the

European Union, Switzerland, the Cayman Islands and the United

States. The purchases of or bids for Barclays Shares or Barclays

ADSs which may be deemed to result from these market activities

may occur on any of a number of exchanges or in over-the-counter

transactions around the world.

Banking-Related Activities: In connection with their retail and

commercial banking services, certain Barclays Affiliates engaged

in banking (the "Banking Units"), including BBPLC, BBS,

BBTCL, BPBTL, BBIPLC, BPCIL, BPCGL and Barclays

International Investments (Malta) Limited, engage in the marketing

U.S. Securities and Exchange Commission

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 market activities

of the Banking Units are conducted solely outside of the United

States, and primarily in the United Kingdom, various member

states of the European Union and Switzerland. The purchases of or

bids for Barclays Shares or Barclays ADSs which may be deemed

to result from these market activities may occur on any of a

number of exchanges or in over-the-counter transactions around

the world.

Trading in Barclays Shares Pursuant to Employee Incentive

Plans: BBTCL, in its capacity as trustee of a Barclays employee

share incentive plan called "Sharepurchase" (the "Sharepurchase

Trustee"), purchases Barclays Shares on behalf of and for delivery

to participating Barclays employees pursuant to the rules of

Sharepurchase. The Sharepurchase Trustee may also sell Barclays

Shares on behalf of such employees. In addition, Appleby Trust

(Jersey) Limited, which is not a Barclays Affiliate (the "ESASIPSP

Trustee", and together with the Sharepurchase Trustee, the

"Emplovee Plan Trustees"), in its capacity as trustee of Barclays

employee share incentive plans called the "Executive Share Award

and

p,

Scheme" ("ESAS") and the "Performance Share Plan" ("

together with Sharepurchase and ESAS, the "Em~loveePlans"),

purchases Barclays Shares on behalf of and for delivery to

participating Barclays employees pursuant to the rules of ESAS

and PSP at the recommendation or request of Barclays. The

ESASIPSP Trustees may also sell Barclays Shares on behalf of

such employees and may purchase derivatives on Barclays Shares

in lieu of purchasing Barclays Shares directly. The market

activities of the Employee Plan Trustees are conducted solely

outside of the United States and primarily in the United Kingdom

either through the facilities of the LSE, in off-market transactions

or by direct issuance from Barclays.

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

The availability of the exemption that Barclays is requesting would be

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

U.S. Securities and Exchange Commission

-6-

In addition, on behalf of Barclays we ask the Staff to clarify that certain

activities of BGFA in its capacity as the investment advisor to the ishares Index Funds,

as described further below, do not constitute, directly or indirectly, a bid for, a purchase

or an attempt to induce any person to bid for or purchase Barclays Shares or Barclays

ADSs in contravention of Rule 102 of Regulation M or, in the alternative, to provide

exemptive relief to continue to engage in such activities.

Barclays has provided us with, and authorized us to make on its behalf, the

factual representations set forth in this letter about the market for Barclays Shares and

Barclays ADSs and the activities of Barclays Affiliates.

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 417,133,039 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.

The Barclays Shares are listed on the LSE and the TSE.~The

overwhelmingly dominant trading market for the Barclays Shares is the United Kingdom.

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 LSEYsown 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

Exchange Act and is subject to the information reporting requirements of the Exchange

L

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

traded on the NYSE.

LONDON:281569.14

U.S. Securities and Exchange Commission

-7-

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

Barclays is a UK-based financial services group with a large international

presence in Europe, the United States, Afiica and Asia. It is engaged primarily in retail

and commercial banking, credit cards, investment banlung, wealth management and

investment management services. In terms of market capitalization, Barclays is one of

the largest financial services companies in the world and, at December 3 1,2006, had total

consolidated assets of approximately £996.8 billion (US$1,952.3 billion at the exchange

rates prevailing on December 3 1,2006). It has been operating for more than 300 years

and today has approximately 27 million customers and approximately 123,000 employees

in over 50 countries. Barclays is a leading global provider of investment management

products and services and had 2,900 institutional clients in over 50 countries and over

£927 billion (US$ 1,815.6 billion at the exchange rates prevailing on December 3 1,2006)

of assets under management at December 3 1,2006.

For the 12 months ended June 30,2007, the worldwide average daily

volume of Barclays Shares (including Barclays Shares represented by Barclays ADSs)

traded by Barclays Affiliates was approximately 1,390,000 Barclays Shares, or

approximately 3.2% of the worldwide average daily trading volume of Barclays Shares

(including Barclays Shares represented by Barclays ADSs). Each of the Market

Activities conducted by Barclays Affiliates as described below therefore represented less

than 3.2% 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.~

Derivatives Market Makina 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, fbtures,

forwards, repurchase agreements, swaps, cash-settled derivatives, index futures,

3

Purchases or bids for Barclays Shares or Barclays ADSs which may be deemed to result from the

activities of the Stock Borrowing and Lending Units and the Banking Units are not included in

this calculation to the extent that such purchases or bids are made by persons other than Barclays

Affiliates.

U.S. Securities and Exchange Commission

-8-

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

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

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

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. Barclays-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 marketmaking 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. These Market Activities are conducted solely outside of the United States and

primarily in the United Kingdom through the facilities of the LSE, in the United

Kingdom, The Netherlands, Belgium, France and Portugal through the facilities of

Euronext, in Switzerland through the facilities of the SWX, in Japan through the facilities

of the TSE and in each of these countries and other member states of the European Union

through over-the-counter transactions.

Trading in Barclavs Shares bv 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 ('-on-Discretionary Managed

Funds"); and those that require the Asset Managers to track the ~erformanceof an

underlying index or to follbw a prescribed investment model ("index- or Model-Driven

Funds").

U.S. Securities and Exchange Commission

Under applicable local laws, including the laws of the United Kingdom,

New York and California, among others, the Asset Managers of Discretionary Managed

Funds have fiduciary or similar duties to oversee the funds' investments in a manner that

is in the best interests of the beneficiaries of the Discretionary Managed Funds.

Under the same laws and the terrns and conditions that govern the

management of the Non-Discretionary Managed Funds, the Asset Managers have

fiduciary or similar duties to make recommendations as to the Non-Discretionary

Managed Funds' investments in a manner that is in the best interests of the 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 terrns 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 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 a

Barclays Affiliate. In the event that a Barclays 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. These Market

Activities are conducted both outside and inside the United States and primarily in the

United Kingdom through the facilities of the LSE and in the United States through the

facilities of the NYSE. The only Asset Managers that conduct their Market Activities in

the United States, BGI and BGFA, are subject to supervision and regulation as,

respectively, a nationally-chartered bank and an investment adviser registered with the

~omrnission.~

Trading in Barclavs 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

4

To the extent permitted under U.S.and applicable local laws, certain other Asset Managers may

conduct their Market Activities outside of the United States on behalf of customers located in the

United States.

LONDON:28 1569.14

U.S. Securities and Exchange Commission

-10-

Asset Managers with respect to Discretionary Managed Funds, and as with those Asset

Managers, they have fiduciary or similar duties under applicable local laws (including the

laws of the United Kingdom, Guernsey, Jersey, the Isle of Man, Hong Kong and the

Cayman Islands, among others) 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.

These Market Activities are conducted solely outside of the United States and primarily

in the United Kingdom through the facilities of the LSE.

Unsolicited Brokerage. The Brokerage Units effect or facilitate

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 Barclays in

which price-sensitive information relating to Barclays Shares, including information

relating to the Offer, would be available.

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, Barclays or other Barclays 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. These Market

Activities are conducted both outside and inside the United States and primarily in the

United Kingdom through the facilities of the LSE and in the United States and through

the NYSE, the Amex and the NASDAQ. The only Brokerage Units that conduct their

Market Activities inside the United States, BCI and BGIS, are registered with the

U.S. Securities and Exchange Commission

-1 1-

Commission as broker-dealers and are members of the National Association of Securities

Dealers, ~nc.'

Stock Borrowing and Lendinn and Taking Collateral. The Stock

Borrowing and Lending Units engage in stock lending transactions with their customers

in order to facilitate the settlement of trades, coverage of short positions and other

transactions for which borrowed securities are commonly used. These stock lending

transactions are conducted at the request of the customer and involve the securities

designated by the customer, which may include Barclays Shares or Barclays ADSs. In

some circumstances, a customer may purchase Barclays Shares or Barclays ADSs from a

third party in anticipation of lending them to a Stock Borrowing and Lending Unit, or a

customer may arrange for a third party to purchase Barclays Shares or Barclays ADSs

after the customer has borrowed them from a Stock Borrowing and Lending Unit.

The Collateral-Taking Units accept various forms of security, including

Barclays Shares and Barclays ADSs, as collateral for loans made by those units or by

other Barclays Affiliates. These loans are generally made either in connection with

margin trading or as part of Barclays retail and commercial banking activities. In the

event that the borrower defaults on a loan, Barclays may foreclose on the collateral and in

some circumstances dispose of it, including by selling it in the market.

The Stock Borrowing and Lending Units and the Collateral-Taking Units

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

contemplation of the Offer. These Market Activities are conducted both inside and

outside of the United States, and primarily in the United Kingdom, various member states

of the European Union, Switzerland, the Cayman Islands and the United States. The

purchases of or bids for Barclays Shares or Barclays ADSs which may be deemed to

result from these Market Activities may occur on any of a number of exchanges or in

over-the-counter transactions around the world.

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 Barclays

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 85/61l/EEC,

5

In some circumstances other Brokerage Units may execute trades through third-party brokerdealers, including U.S. broker-dealers who in turn execute the trades in the United States. In

addition, other Brokerage Units may execute trades outside of the United States on behalf of

customers located in the United States.

U.S. Securities and Exchange Commission

-12-

commonly known as the "UCITS ~irective".~

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).

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 Financial Planning and Advisory

Units are not necessarily bound by fiduciary duties or specific contractual obligations in

giving this advice and guidance. However, the Banking Units have enacted internal

policies and procedures which prohibit them fiom making a recommendation to

customers as to whether they should purchase or sell Barclays Shares; the units provide

only objective information about Barclays Shares andlor 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. These Market Activities are

conducted solely outside of the United States, and primarily in the United Kingdom,

various member states of the European Union and Switzerland. The purchases of or bids

for Barclays Shares or Barclays ADSs which may be deemed to result fi-om these Market

Activities may occur on any of a number of exchanges or in over-the-counter transactions

around the world.

Tradinn in Barclays Shares Pursuant to Emulovee Incentive Plans.

Certain employees of Barclays who are resident in the United Kingdom are eligible to

participate in Sharepurchase. Participation allows an employee to receive Barclays

Shares (1) in exchange for a portion of the employee's monthly salary, (2) as awards and

(3) in exchange for dividend payments on Barclays Shares received pursuant to (1) or (2).

In order to effect the acquisition of Barclays Shares for, or grant of Barclays Shares to,

participating employees pursuant to Sharepurchase, the Sharepurchase Trustee purchases

Barclays Shares in the secondary market and delivers them to each employee's account.

At the request of an employee under certain circumstances, the Sharepurchase Trustee

may also sell Barclays Shares in the employee's account.

Certain employees of Barclays are also eligible to participate in ESAS

andlor PSP. Both ESAS and PSP are administered by the ESASPSP Trustee, an

A limited number of funds are "Non-UCITS Retail Schemes", or 'WURS". 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.

U.S. Securities and Exchange Commission

-13-

independent trustee not affiliated with Barclays. Pursuant to the terms of ESAS and PSP,

Barclays recommends that the ESASIPSP Trustee grant awards of Barclays Shares to

eligible employees. Barclays also recommends that the ESASIPSP Trustee buys Barclays

Shares in order to cover the awards granted by the ESASIPSP Trustee when they vest.

As long as Barclays recommendation is within the terms of the rules that govern ESAS or

PSP, as applicable, the ESASIPSP Trustee would generally expect to follow Barclays

recommendation. The ESASIPSP Trustee purchases Barclays Shares in the secondary

market (or potentially by direct issuance from Barclays in the case of PSP). At the

request of an employee, the ESASIPSP Trustee may also sell Barclays Shares in lieu of

delivering them once the employee's award vests. The ESASIPSP Trustee may also

purchase derivatives on Barclays Shares in lieu of purchasing the Barclays Shares

directly. Although the ESAPIPSP Trustee is not a Barclays Affiliate, Barclays

recommendations could be deemed to constitute attempts to induce the purchase of

Barclays Shares for purposes of Rule 102.

The Employee Plan Trustees have fiduciary duties under applicable local

laws (including the laws of the United Kingdom amd Jersey) to conduct their Market

Activities in a manner that is in the best interests of the employees participating in the

Employee Plans.

The Employee Plan Trustees engage in their Market Activities solely in

the ordinary course of business and not in contemplation of the Offer. These Market

Activities are conducted solely outside of the United States and primarily in the United

Kingdom either through the facilities of the LSE, in off-market transactions or by direct

issuance from Barclays.

111. The Offer

On April 23,2007, Barclays and ABN AMRO entered into a merger

protocol, which the parties amended on July 23,2007, July 30,2007 and, by letter

agreement, on August 3,2007. The merger protocol, as amended, provides for a

combination of their businesses, with Barclays as the holding company for the combined

group.

The combined group will be created through the Offer, pursuant to which

Barclays will offer to exchange (a) 2.13 Barclays Shares and €1 3.15 in cash for each

ABN AMRO Share and (b) 0.5325 Barclays ADSs and the U.S. dollar equivalent of

€13.15 in cash for each ABN AMRO ADS. 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

U.S. Securities and Exchange Commission

-14-

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 fixede7

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 ADS would own

approximately 35% and 55.7%, respectively, of Barclays Shares (including Barclays

Shares represented by Barclays ADSs) outstanding immediately following completion of

the Offer. The balance of Barclays Shares will be owned by two strategic investors,

China Development Bank ("CDB") and Temasek Holdings (Private) Ltd. ("Temasek"),

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

expects that the Offer will commence

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

.~

in accordance with the timefi-ame 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.

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

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

fluctuations the 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.

References to the number of Barclays Shares outstanding immediately following completion of the

Offer (1) include the impact of a proposed share repurchase program as if it were conducted at the

closing price of £7.14 per Barclays Share on the LSE on July 20,2007, and (2) exclude the impact

of warrants which may be exercised by CDB and Temasek.

9

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

Luxembourg, Norway, Singapore, Spain and Switzerland.

U.S. Securities and Exchange Commission

-15-

rules to persons engaged in a cross-border tender offer under certain conditions. As of

December 3 1,2006, only about 3.51% of Barclays Shares, including Barclays Shares

represented by Barclays ADSs, were held of record by persons with registered addresses

in the United States. Based on information prepared for ABN AMRO at June 1,2007,

which is the latest information available, Barclays believes that U.S.residents own

beneficially approximately 11% of the outstanding ABN AMRO Shares (including ABN

AMRO Shares represented by ABN AMRO ADSs).

Barclays has filed with the Commission, and the Commission has declared

effective, a Registration Statement on Form F-4 (File No. 333-143666), 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 the 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. 33396567) 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. lo

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

Dutch Financial Supervision Act (Wetfinancieel toezicht), the Dutch Securities Market

Supervision Act (Wet toezicht efectenverkeer 1995), 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 the

applicable rules and regulations of the Dutch securities regulator, the Netherlands

Authority for the Financial Markets (StichtingAutoriteit 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

lo

Barclays contemplates that it will acquire the ABN AMRO Shares and ABN AMRO ADSs either

directly or through one or more wholly-owned subsidiaries.

Contemporaneously with the Offer, Barclays intends to make an offer for ABN AMRO's

outstanding depositary receipts for convertible preference finance shares (the "DR Preference

Shares") and ABN AMRO's outstanding formerly convertible preference finance shares (the

"Formerly Convertible Preference Finance Shares"). The consideration for the DR Preference

Shares may include cash, a new series of preference shares issued by Barclays or a combination of

the foregoing. In any event, neither Barclays nor any Barclays Affiliate intends to engage in any

transaction in the new preference shares that would be prohibited by Rule 102 of Regulation M,

this letter does not address such shares. The consideration for the Formerly Convertible

Preference Finance Shares will consist solely of cash.

U.S. Securities and Exchange Commission

-16-

consultation and cooperation regarding the implementation of securities laws with respect

to certain matters. Barclays has been advised by Clifford Chance LLP that the Offer will

"&

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

Code") and 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 United Kingdom Listing

Authority (the "UKLA") for its review. The AFM has confirmed that it has no further

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

U.K. Prospectus. On the date hereof, Barclays expects 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 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. Barclays has no control over 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 five 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

-17-

U.S. Securities and Exchange Commission

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. Barclays believes that, under

Regulation M, the restricted period for the distribution (the "Restricted Period") will

commence on the day on which the Offer Document, the U.K.Prospectus and the offer

document/prospectus included in the Form F-4 are first disseminated and end upon

expiration of the acceptance period for the Offer (including any subsequent offering

period). Accordingly, the Restricted Period for Barclays will last at least 20 U.S. business

days and may be significantly longer.

As subsidiaries of Barclays that regularly purchase securities for their

own accounts andlor the accounts of others, Barclays Affiliates 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 Barclays 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, Barclays 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 Barclays Affiliates to engage in the Market Activities

described in Section I1 of this letter.12 Therefore, without the requested exemptive relief,

Certain Barclays Affiliates may qualify for the exception to the definition of "affiliated purchaser"

set forth in paragraphs (3)(i)-(iii) thereof, but insofar as at least some Barclays Affiliates have

officers and employees in common with Barclays that direct, effect or recommend transactions in

securities, the exception will not be available to all Barclays Affiliates.

l2

With respect to derivatives market-making activities, while derivatives on Banlays Shares and

Barclays ADSs that cannot be converted into, and do not in significant part determine the value of,

Barclays Shares or Barclays ADS generally would not be "covered securities" under Regulation

U.S. Securities and Exchange Commission

-18-

Barclays Affiliates would not be permitted to engage in their respective activities for the

entire duration of the Restricted Period.

As Barclays is a significant market maker in derivatives on Barclays

Shares, if the Derivatives Market-Making Units and the Hedging Units are precluded

fiom conducting market-making activities in the derivatives or from effecting hedging

transactions in Barclays Shares relating to the derivatives, the application of Regulation

M could have adverse effects on the market for such derivatives worldwide (other than in

the United States), 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. 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 3.2% of the worldwide average daily trading volume

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

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 laws 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 from 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 Non-Discretionary 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 fiom trading in Barclays Shares or Barclays ADSs unless doing so

complied with the terms and conditions that governed the management of such NonDiscretionary Managed Funds or Index- and Model-Driven Funds. These asset

management 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 3.2% of the

worldwide average daily trading volume of Barclays Shares (including Barclays Shares

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

significant effect on the market price of Barclays Shares.

M, the derivatives market making that the Derivatives Market-Making Units conduct may, in

some cases, be regarded as involving inducements to purchase Barclays Shares. To avoid

uncertainty, we ask that the exemption we are requesting apply to the derivatives market making

as well as the hedging and other activities in Barclays Shares described in this letter.

U.S. Securities and Exchange Commission

-19-

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 from 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 3.2% of the worldwide

average daily trading volume of Barclays Shares (including Barclays Shares represented

by Barclays ADSs). Barclays 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 refrain from 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 of the Brokerage Units are

unsolicited, and historically they have 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 3.2% of the

worldwide average daily trading volume of Barclays Shares (including Barclays Shares

represented by Barclays ADSs) for the same period. Barclays believes that these

activities will not have a significant effect on the market price of Barclays Shares.

The activities of the Stock Borrowing and Lending Units and the

Collateral-Taking Units do not constitute bids for, purchases of or inducements to make

bids for or purchases of Barclays Shares or Barclays ADSs (or reference securities with

respect thereto) in the traditional sense. Nevertheless, Barclays believes that in some

circumstances (1) the activities of the Stock Borrowing and Lending Units may be

deemed to be attempts to induce a bid or purchase because a customer may purchase

Barclays Shares or Barclays ADSs fi-om a third party in anticipation of lending them to a

Stock Borrowing and Lending Unit, or a customer may arrange for a third party to

purchase Barclays Shares or Barclays ADSs after the customer has borrowed them fiom a

Stock Borrowing and Lending Unit; and (2) the activities of the Collateral-Taking Units

may be deemed to be attempts to induce a bid or purchase because Barclays may

foreclose on collateral that includes Barclays Shares or Barclays ADSs and dispose of it,

U.S. Securities and Exchange Commission

-20-

including by selling it in the market. Barclays therefore seeks exemptive relief in order to

continue to conduct these activities during the Restricted Period. It would place a

significant burden on customers not to be able to borrow Barclays Shares or Barclays

ADSs from any Stock Borrowing and Lending Unit, and as with the unsolicited

brokerage activities described in the previous paragraph, the Stock Borrowing and

Lending Units would likely lose a significant number of customers if the Stock

Borrowing and Lending Units could not continue to provide customary stock lending

services. Similarly, if borrowers could not pledge their Barclays Shares or Barclays

ADSs to the Collateral-Taking Units, the borrowers would be burdened with finding

either other assets to pledge or other sources of debt. Because stock lending transactions

are intended only to help facilitate customer transactions and do not themselves involve

the sale or purchase of Barclays Shares or Barclays ADSs, and Collateral-Taking Units

would only sell Barclays Shares or Barclays ADSs following a default by the borrower,

Barclays believes that it is unlikely that the activities of Stock Borrowing and Lending

Units and the Collateral-Taking Units would have a significant effect on the market price

of Barclays Shares or Barclays ADSs.

The marketing and sale of funds that include Barclays Shares by the

Banking Units would qualify as basket transactions for purposes of the exemption

provided by Rule 101(b)(6). Each fund contains a minimum of 20 securities, and

Barclays Shares do not represent more than five percent of the value of any fund.13 The

Banking Units may not rely on the exception for basket transactions because they are

affiliated purchasers of the issuer. However, Barclays believes that the fact that Barclays

Shares represent such a limited percentage of the value of, and the number of securities

included in, each fund and that the Banking Units market and sell these funds in the

ordinary course of business, the marketing and sale of these funds 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 Barclays 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, Barclays believes that the

policies and procedures which prohbit it fiom recommending the purchase or sale of

l3

If an EU Member State raised fiom 5% to 10% the maximum percentage of the h d ' s assets that

may be represented by one security, then Barclays Shares could represent as much as 10% of the

basket, and the basket could contain as few as 16 securities. Similarly, if a NURS took full

advantage of the 10% threshold to which it is subject, Barclays Shares could represent as much as

10% of the basket, and the basket could contain as few as 10 securities. Notwithstanding this,

Barclays believes that all funds currently marketed and sold by the Banking Units contain at least

20 securities and that Barclays Shares represent no more than 5% (and generally much less than

5%) of the value of any fund, and Barclays believes that it would be highly unusual for a Banking

Unit to market or sell a fund that contains less than 20 securities or with respect to which Barclays

Shares represent more than 5% of the value of the fund.

U.S. Securities and Exchange Commission

-21-

Barclays Shares are sufficient to preclude such activities fkom having a significant effect

on the market price of Barclays Shares.

Finally, purchases of Barclays Shares by the Employee Plan Trustees are

intended only to facilitate the grant of awards pursuant to the terms of the Employee

Plans. If Barclays employee incentive plans were structured to allow Barclays to award

Barclays Shares directly to participating employees, rather than having the Employee

Plan Trustees purchase the Barclays Shares on the employees' behalf, these purchases

would not be prohibited by Rule 102. Moreover, the Employee Plan Trustees are bound

by fiduciary or similar duties to conduct their activities in the best interests of the

employees participating in the Employee Plans. The activities of the Employee Plan

Trustees 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 3.2%of the worldwide

average daily tradin volume of Barclays Shares (including Barclays Shares represented

by Barclays ADSs)!

Barclays believes that these activities will not have a significant

effect on the market price of Barclays Shares.

Barclays also notes that it has established information barriers to prevent

price-sensitive information from passing between any area in which Market Activities are

conducted and any other area of Barclays in which price-sensitive information relating to

Barclays Shares, including information relating to the Offer, would be available.

Accordingly, during restricted periods prior to announcements of earnings results or other

material developments that have not yet become public, the Barclays Affiliates are

generally able to continue their respective Market Activities. Barclays will continue to

maintain these information barriers during the distribution of Barclays Shares and

Barclays ADSs in connection with the Offer. Furthermore, the Barclays Affiliates will

continue to conduct their Market Activities in the ordinary course of business, and any

involvement in those activities by senior management will take place in the ordinary

course of business and will not be intended to influence the Market Activities in light of

the Offer.

The Market Activities described in this letter are important aspects of

Barclays business as a major global financial institution and, therefore, interrupting those

l4

The ESASPSP Trustee makes most of its purchases in connection with ESAS and PSP over the

course of several consecutive days each year. On those days, the ESASPSP Trustee's purchases

may represent a significant proportion of all trading in Barclays Shares. However, none of those

days will fall during the Restricted Period. The ESASPSP Trustee may make purchases at other

times of the year, including during the Restricted Period, but Barclays expects that any purchases

by the ESASPSP Trustee during the Restricted Period will constitute a very small proportion of

all trading in Barclays Shares on the day on which such purchases are made.

-22-

U.S. Securities and Exchange Commission

activities for such an extended period could also have an adverse impact on Barclays

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 31,2006 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 Barclays Affiliates are 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.

Barclays believes that the risk of market manipulation by Barclays

Affiliates is limited by: (1) the information barrier policies and procedures that they have

in place; (2) the fiduciary duties to which many Barclays Affiliates are subject; (3) the

fact that the Market Activities that are the subject of this request for exernptive relief are

the ordinary course market activities of the Barclays Affiliates rather than activities

commenced or managed in contemplation of the Offer; (4) the fact that the Offer is being

conducted and trading by Barclays 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, Barclays asks the Staff to provide an exemption

from Regulation M that would allow Barclays Affiliates to continue to engage in the

activities described above during the Restricted Period.

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

and the Code of Market Conduct,

"FSMA"), the Criminal Justice Act 1993 (the

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.S. Financial

in order to meet the transparency and disclosure

Services Authority (the

obligations required under the United Kingdom regulatory regime.

"m')

"m)

U.S. Securities and Exchange Commission

-23-

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, in its capacity as the UKLA, 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). This regime is supplemented by the market

abuse regime under the FSMA (which targets, amongst other things, behavior resulting in

the illegitimate manipulation or distortion of a qualifjmg market and imposes civil

liability) and the Disclosure and Transparency Rules (which, amongst other things,

require prompt disclosure of inside information to the market, subject to certain limited

exceptions).

In the United Kingdom, a publicly-traded company may purchase its own

shares either through "market" purchases or "off-market" purchases. A market purchase

is a purchase made on a recognized investment exchange, such as the LSE. Broadly any

purchase which is not made on a recognized investment exchange is an off-market

purchase. Market purchases must be approved by an ordinary resolution of the company

(a simple majority of votes at a general meeting), although market practice in the United

Kingdom (based on institutional shareholder guidelines) is for listed companies to

sanction purchases by way of a special resolution (a 75% majority of votes at a general

meeting). Off-market purchases must be sanctioned by a special resolution of the

shareholders. The Listing Rules, the Code of Market Conduct and the EU Buy-back and

Stabilisation Regulation (EC No. 227312003 of 22 December 2003), which is

substantially annexedto the Code of Market Conduct, also include restrictions on the

times and prices at which market purchases may be made.

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 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 in treasury 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 that percentage reaches, exceeds or falls below the

thresholds of 5% or 10% of the voting rights.

U.S. Securities and Exchange Commission

VI. Certain Activities of BGFA

BGFA serves as the investment advisor to the ishares Index Funds, which

are investment series of the ishares Trust, an open-end management investment company

which was organized as a Delaware business trust on December 16, 1999, or ishares Inc.,

a corporation organized under the laws of Maryland on August 3 1, 1994. BGFA is a

wholly-owned subsidiary of BGI, an indirect subsidiary of Barclays. BGI, together with

its affiliates, is the world's largest manager of institutional investment assets, and BGI

and BGFA are two of the Asset Managers described above. As of December 3 1,2006,

BGI and its affiliates, including BGFA, managed, administered or advised assets

aggregating in excess of US$1.8 trillion.

Each ishares Index Fund seeks investment results that correspond

generally to the price and yield performance, before fees and expenses, of a different

benchmark index (each an "Underlying Index"). The ishares Index Funds are not

managed according to traditional methods of "active" investment management, which

involve the buying and selling of securities based upon economic, financial, and market

analysis and investment discretion. Instead, each ishares Index Fund attempts to

approximate the investment performance of an Underlying Index by investing in a

portfolio of securities that seeks to replicate the relevant Underlying Index through the

use of quantitative analytical procedures. The shares of each ishares Index Fund are

listed on a U.S. stock exchange regulated by the Commission under the Exchange Act.

The shares of ishares Index Funds are registered under the U.S. Securities Act of 1933,

as amended, and the U.S. Investment Company Act of 1940, as amended.

Each ishares Index Fund issues shares in such fund (the "iShares")

generally only in exchange for an in-kind deposit of securities by the purchaser, and

payment of a specified cash amount that, together with the value of the deposited

securities, equals the ishares Index Fund's current net asset value. The in-kind deposit

consists of a basket of securities (the "Deposit Securities") selected by BGFA to

correspond to the mix, price and yield performance of the Underlying Index. All orders

to purchase ishares of an ishares Index Fund are placed with the distributor of the

ishares Index Fund (the "Distributor") by an "Authorized Participant," each of which is a

registered broker-dealer and Depository Trust Company ("DTC") participant. Purchasers

may deliver Deposit Securities that they hold in inventory, may borrow such Deposit

Securities for delivery or may acquire Deposit Securities in the secondary market.

Neither BGFA nor the respective ishares Index Fund has knowledge or control over how

a purchaser of the ishares acquires any Deposit Securities that are delivered to the

ishares Index Fund, so long as such securities are delivered in good form.

An ishares Index Fund recoups the costs of issuing ishares by imposing a

"Transaction Fee" on investors purchasing or redeeming iShares. The purpose of the

U.S. Securities and Exchange Commission

-25-

Transaction Fee is to impose the costs associated with the purchase and redemption of

ishares on those purchasing or redeeming. BGFA has the discretion to permit an

Authorized Participant to substitute cash in lieu of depositing one or more Deposit

Securities in connection with the issuance of iShares, but when it does so the Authorized

Participant is assessed a higher Transaction Fee to offset the increased cost to the

respective ishares Index Fund of buying those particular Deposit Securities in lieu of

receiving them in-kind.

The Distributor transmits all purchase orders to each respective ishares

Index Fund. Any order that is not in proper form will be rejected. After an ishares Index

Fund has accepted a purchase order and received delivery of the Deposit Securities and

any accompanying cash payment, DTC will instruct it to initiate "delivery" of the

appropriate number of ishares to the book-entry account specified by the purchaser. The

Distributor will k i s h a prospectus and a confirmation to those placing purchase orders.

BGFA makes available on each business day, prior to the opening of

trading on the exchange where the respective fund is listed, a list of the names and

required number of units of each Deposit Security to be included in the fund deposit for

an ishares Index Fund. BGFA also makes available on a daily basis information about

the previous day's in-kind deposit of Deposit Securities and cash.

The activities described above involving the creation and issuance by an

investment company of shares or units that individually trade on an exchange, but that in

large aggregations can be purchased and redeemed with the issuing investment company,

is not novel. Indeed several of the products have been so embraced by investors that they

routinely are among the highest volume securities on the exchanges on which they trade.

The Commission has in the past ten years considered and approved many such proposals.

Some of these exchange-traded funds have been trading publicly for years, and neither

BGI nor BGFA is aware of any abuses associated with them.I5

Barclays is requesting that the Commission clarify that the issuance of

ishares from the respective ishares Index Funds in exchange for Deposit Securities that

15

The Commission has granted exemptive and no-action relief under various Exchange Act rules

in connection with various aspects of exchange-traded funds' activities in a line of letters dating

back to the early 1990s. In October 2006, the Commission granted class relief from Rules 101

and 102 of Regulation M for exchange-traded funds that meet certain criteria. See Class Relief

for Exchange Traded Index Funds (October 24,2006). Although neither this nor previous relief

we have identified addresses purchases of securities that compose the fund by issuers of those

securities (as opposed to purchases of the shares of the fund itself), we cite to these previous

letters in order to point out that the Staff and the Commission have previously found that trading

activities in connection with exchange-traded funds tend not to raise the types of concerns about

manipulation that Rule 102 of Regulation M seeks to address.

U.S. Securities and Exchange Commission

-26-

are purchased in the United States and which contain Barclays Shares or Barclays ADSs

does not constitute, directly or indirectly, a bid for, purchase or attempt to induce any

person to bid for or purchase Barclays Shares or Barclays ADSs during the Restricted

Period for purposes of Rule 102 of Regulation M.

The receipt of Deposit Securities into an ishares Index Fund fkom an

Authorized Participant does not entail a separate bid for or purchase of any of the

securities contained within the Deposit Securities by a Barclays Affiliate. In addition, an

ishares Index Fund will not purchase Deposit Securities in the secondary market to fklfill

a purchaser's request to redeem ishares since such securities are available from the

Deposit Securities that have previously been acquired, including as a result of previous

deliveries by Authorized Participants in exchange for the issuance of iShares. Therefore,

the act of issuing or redeeming ishares by the Fund cannot be expected to affect the

market price of the Deposit Securities, as such transactions merely involve an exchange

of Deposit Securities for ishares of equal market value. Moreover, neither BGFA nor the

respective ishares Index Fund has control over the occurrence or timing of such

transactions, nor any knowledge or control over how a purchaser of the ishares acquires

any Deposit Securities that are delivered to the respective ishares Index Fund or whether

an investor which redeems its ishares subsequently disposes of the Deposit Securities

removed from the respective ishares Index Fund in secondary market trading.

To the extent that such transactions are deemed by the Commission to

constitute bids for, purchases of or inducements of any person to bid for or purchase

Barclays Shares or Barclays ADSs during the Restricted Period for purposes of Rule 102

of Regulation M, Barclays requests exemptive relief from Rule 102 of Regulation M to

permit such transactions so long as (i) purchases of Barclays Shares are effected in the

ordinary course of business and consistent with the composition of the respective fund's

Underlying Index and its overall investment objective and (ii) such purchases are not

effected for the purpose of facilitating the Offer.

Nearly all purchases of Deposit Securities would qualify as basket

transactions for purposes of the exemption provided by Rule 101(b)(6). All such

purchases would be made in the ordinary course of business and not to facilitate the

Offer. With few exceptions, each of the approximatey 133 ishares Index Funds contains

20 or more securities (and none of the ishares Index Funds that contains fewer than 20

securities holds Barclays Shares or Barclays ADSS).l 6 Finally, Barclays Shares and

Barclays ADSs and related securities do not comprise more than 5% of the value of any

l6

The ishares Index Funds which contain fewer than 20 securities are: the ishares Lehman 10-20

Year Treasury Bond Fund, the ishares Lehman 20+ Year Treasury Bond Fund, the ishares

Lehman 3-7 Year Treasury Bond Fund, the ishares Lehman 7-10 Year Treasury Bond Fund, the

ishares Lehman MBS Fixed-Rate Bond Fund and the ishares Lehman Short Treasury Bond Fund.

U.S. Securities and Exchange Commission

-27-

ishares Index Fund. However, because BGFA is an affiliated purchaser of the issuer, it

may not rely on the exception for basket transactions to do what other fund managers are

normally allowed to do during distributions by issuers whose securities are included in

their funds.

In view of the predictable lack of any meaningful potential for the

issuance and the secondary market trading of ishares to affect significantly the price of

Barclays Shares, application of Rule 102 of Regulation M to BGFA or a broker-dealer or

other person who may be participating in a distribution of ishares from an ishares Index

Fund in exchange for Deposit Securities is unnecessary and inappropriate, and could

unnecessarily hinder broker-dealers or other persons in their creation and redemption

activities, in their day-to-day ordinary business of buying and selling securities and

ishares and thus undermine the potential beneficial market effect of ishare trading.

VII. Relief Requested

As discussed above, Barclays is seeking exernptive relief from the

application of Rule 102 of Regulation M to permit Barclays Affiliates to continue to

engage in the Market Activities described in Section I1 of this letter during the Restricted

Period. In addition, Barclays is requesting that the Commission clarify that the issuance

of ishares from the respective ishares Index Funds in exchange for Deposit Securities

that are purchased in the United States and which contain Barclays Shares does not

contravene Rule 102 of Regulation M, or in the alternative to provide exemptive relief for

such activities.

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

(except that asset management, unsolicited brokerage, stock lending, taking collateral and

purchases of Deposit Securities in connection with the issuance of iShares, will also be

conducted in the ordinary course of business in the United States).

As a condition to the relief being requested, Barclays would undertake 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 Barclays

Affiliates have engaged and intend to continue to engage in

various dealing and brokerage activities involving Barclays

Shares. Among other things, Barclays Affiliates (1) have

made and intend to continue to make a market, from time to

time, in derivatives (such as options, warrants and other

instruments) on Barclays Shares by purchasing and selling

U.S. Securities and Exchange Commission

derivatives on Barclays Shares for their own accounts; (2) have

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 Barclays Affiliates and their

customers; (3) have engaged and intend to continue to engage

in transactions in Barclays Shares as trustees andlor personal

representatives of trusts and estates; (4) have marketed and

sold and intend to continue to market and sell to customers

funds which include Barclays Shares; (5) have provided and

intend to continue to provide to customers investment advice

and financial planning guidance which may include

information about Barclays Shares; and (6) have purchased and

intend to continue to purchase Barclays Shares on behalf of

participants in employee share incentive plans. All of these

activities have occurred and are expected to continue to occur

in the United Kingdom and elsewhere outside the United

States.

Separately, certain Barclays Affiliates (1) have purchased and

sold, and intend to continue to purchase and sell, Barclays

Shares and Barclays ADSs as part of their ordinary asset

management activities; (2) have effected and intend to

continue to effect unsolicited brokerage transactions in

Barclays Shares and Barclays ADSs with their customers; and

(3) have engaged in and may continue to engage in the lending

of Barclays Shares and Barclays ADSs, as well as accepting

Barclays Shares and Barclays ADSs as collateral for loans.

These activities have occurred and are expected to continue to

occur both outside and inside the United States.

BGFA has engaged and may continue to engage in the issue of

ishares from certain ishares Index Funds in exchange for

Deposit Securities that are purchased in the United States and

which contain Barclays Shares or Barclays ADSs.

As a further condition to the relief being requested, Barclays will

undertake to keep records ("Records7') 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

-29-

U.S. Securities and Exchange Commission

sale of Barclays Shares that Barclays 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). Barclays 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, Barclays will make the relevant

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

In connection with the relief requested by Barclays 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 dated 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. In addition, in

connection with this Offer the Commission has granted exemptive relief from Rule 14e-5

under the Exchange Act for purchases of ABN AMRO Shares conducted as part of

activities similar to those described above.17

If you have any questions or require any additional information, please

contact the undersigned in London at 01 1 (44) 20 7959 8900, Alan P.W. Konevsky in

London at 01 1 (44) 20 7959 8509 or Jeffi-ey A. Lynn in London at 01 1 (44) 20 7959

8426.

George H. White

cc:

Josephine Tao

Joan Collopy

Elizabeth Sandoe

(Securities and Exchange Commission)

Judith Shepherd

Neil Hodges

l7

See letter from James A. Brigagliano, Associate Director, Division of Market Regulation to

George H. White and Margaret E. Tahyar, dated April 24,2007.

U.S. Securities and Exchange Commission

Brona McKeown

(Barclays PLC)

H. Rodgin Cohen

Alan P.W. Konevsky

Jeffrey A. Lynn

(Sullivan & Cromwell LLP)

Margaret E. Tahyar

John B. Meade

Jeffkey O'Brien

(Davis Polk & Wardwell)