S E C U R I T I E S A N D EXCHANGE COMMISSION

UNITED STATES

S E C U R I T I E S A N D EXCHANGE COMMISSION

WASHINGTON,

D.C.

20549

DIVISION O F

MARKET REGULATION

April 24,2007

George H. White, Esq.

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A IAN

United Kingdom

Re:

Margaret E. Tahyar, Esq.

Davis Polk & Wardwell

121, avenue des Champs-Elyskes

75008 Paris

France

Combination of Barclays PLC and ABN AMRO Holdings N.V,

File No. TP 07-61

Dear Mr. White and Ms. Tahyar:

In your letter dated April 24,2007, as supplemented by conversations with the staff of the

Division of Market Regulation, you request on behalf of your respective clients, Barclays PLC

('Barclays") and ABN AMRO Holdings N.V. ("ABN AMRO"), exemptions from Rule 14e-5

under the Securities Exchange Act of 1934 ("Exchange Act") in connection with a tender offer

by Barclays for securities of ABN AMRO. We have attached a copy of your letter to avoid

reciting the facts that it presents. Unless otherwise noted, each defined term in this letter has the

meaning given in your letter. On the basis of your representations and the facts presented, but

without necessarily concurring in your analysis, the U.S. Securities and Exchange Commission

("Commission") hereby grants the following exemptions from Rule 14e-5.

The Commission hereby grants an exemption from Rule 14e-5 to permit purchases and

arrangements to purchase ABN AMRO Shares outside of the Offer by Barclays and the other

Barclays Prospective Purchasers (acting on behalf of Barclays) in accordance with Dutch law,

particularly in light of the following facts:

1.

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

Exchange Act;

2.

The Offer is required to be conducted in accordance with Dutch law, in particular

the Dutch Takeover Regulations;

3.

The Barclays Prospective Purchasers will not make any purchases or

arrangements to purchase ABN AMRO Shares outside of the Offer for a

consideration greater than that paid to all holders of ABN AMRO Shares pursuant

to the Offer; and

4.

The existence of the Agreement on Mutual Administrative Assistance in the

Exchange of Information in Securities Matters between the Commission and the

George H. White, Esq., Sullivan & Cromwell LLP

Margaret E. Tahyar, Esq., Davis Polk & Wardwell

April 24,2007

Page 2 of 5

Minister of Finance of the Kingdom of the Netherlands, dated December 11,

1989.

The Commission grants the foregoing exemption subject to the following conditions:

1.

No purchases or arrangements to purchase ABN AMRO Shares, otherwise than

pursuant to the Offer, shall be made in the United States, unless otherwise

permitted under Rule 14e-5;

2.

Disclosure of the possibility of, or intention to make, purchases of ABN AMRO

Shares outside of the Offer by Barclays and the other Barclays Prospective

Purchasers (acting on behalf of Barclays) shall be included prominently in the

Offer Documents;

3.

The Barclays Prospective Purchasers will disclose in the United States, to the

extent such information is made public in the Netherlands pursuant to the Dutch

Takeover Regulations, information regarding all purchases of ABN AMRO

Shares by or on behalf of Barclays outside of the Offer subsequent to the

announcement date;

4.

The Barclays Prospective Purchasers shall comply with applicable requirements

under Dutch law, including the Dutch Takeover Regulations;

5.

The Dutch Takeover Regulations provide that an offeror must pay in a tender

offer the highest consideration paid by that offeror outside of the offer only in

transactions other than on an exchange; however, the Barclays Prospective

Purchasers shall raise the tender offer price to match any more favorable

consideration paid for ABN AMRO Securities outside of the Offer.

6.

The Barclays Prospective Purchasers shall provide to the Division of Market

Regulation, upon request, a daily time-sequenced schedule of all purchases of

ABN AMRO Shares made by or on behalf of Barclays outside of the Offer, on a

transaction-by-transaction basis, including;

a. size, broker (if any), time of execution, and price of purchase; and

b. the exchange, quotation system, or other facility through which the purchase

occurred;

7.

Upon the request of the Division of Market Regulation, the Barclays Prospective

Purchasers shall transmit the information specified in paragraph 6 above to the

Division of Market Regulation at its offices in Washington, D.C. within 30 days

of its request;

George H. White, Esq., Sullivan & Cromwell LLP

Margaret E. Tahyar, Esq., Davis Polk & Wardwell

April 24,2007

Page 3 of 5

8.

The Barclays Prospective Purchasers shall retain all documents and other

information required to be maintained pursuant to this exemption for a period of

not less than two years from the date of the termination of the Offer;

9.

Representatives of the Barclays Prospective Purchasers shall be made available

(in person at the offices of the Division in Washington, D.C. or by telephone) to

respond to inquiries of the Division of Market Regulation relating to their records;

and

10.

Except as otherwise exempted herein, the Barclays Prospective Purchasers shall

comply with Rule 14e-5.

The Commission hereby also grants an exemption from Rule 14e-5 to permit the

Prospective Purchasers to purchase and arrange to purchase ABN AMRO Securities outside the

Offer as part of the Trading Activities, subject to the following conditions:

1.

No purchases or arrangements to purchase ABN AMRO Shares pursuant to the

Trading Activities shall be made in the United States, unless otherwise permitted

under Rule 14e-5;

2.

All purchases of the ABN AMRO Securities by the Prospective Purchasers

through their Affiliates and Departments outside of the Offer as part of the

Trading Activities (i) will be consistent with the Affiliates' and Departments'

normal and usual business practices and in compliance with the rules and

regulations of the AFM applicable to such purchases and (ii) will not be

conducted either (A) for the purpose of promoting or otherwise facilitating the

Offer or (B) for the purpose of creating actual, or apparent, active trading in,

maintaining, or affecting the prices of the ABN AMRO Securities;

3.

Each of the Affiliates and Departments of the Prospective Purchasers that conduct

the Trading Activities has no officers (or persons performing similar functions) or

employees (other than clerical, ministerial or support personnel) who direct, effect

or recommend transactions in ABN AMRO Securities and who are also involved

in providing Barclays or ABN AMRO with financial advisory services or dealer

manager services;

4.

The Offer Documents will disclose prominently the intention of the Affiliates and

Departments of the Prospective Purchasers to conduct the Trading Activities;

5.

Each of the Prospective Purchasers has an affiliate that is registered as a brokerdealer under Section 15(a) of the Exchange Act;

6.

The Trading Activities are permissible under, and will be conducted in

accordance with, applicable Dutch law, including with regard to the establishment

and maintenance of information barriers;

bi

George H. White, Esq., Sullivan & Cromwell LLP

Margaret E. Tahyar, Esq., Davis Polk & Wardwell

April 24,2007

Page 4 of 5

7.

The Prospective Purchasers and their respective Affiliates and Departments

maintain and enforce written policies and procedures that are reasonably designed

to prevent the transfer of information among the respective Prospective

Purchasers and their Affiliates and Departments that conduct the Trading

Activities that might result in a violation of the U.S. federal securities laws

through the establishment of information barriers;

8.

The Prospective Purchasers will disclose in the United States information

regarding the Trading Activities to the extent that such information is required to

be made public in the Netherlands, pursuant to applicable requirements;

9.

The Prospective Purchasers will provide to the Division of Market Regulation,

upon request, a daily time-sequenced schedule of all transactions in ABN AMRO

Securities made by the Prospective Purchasers during the Offer, on a transactionby-transaction basis, including:

a.

the size, broker (if any), date and time of execution, and price of purchase;

and

b.

the exchange, quotation system, or other facility through which the

purchase occurred;

10.

Upon the request of the Division of Market Regulation, the Prospective

Purchasers shall transmit the information as specified in paragraph 9 above to the

Division of Market Regulation at its offices in Washington, D.C. within 30 days

of its request;

11.

The Prospective Purchasers shall retain all documents and other information

required to be maintained pursuant to this exemption for a period of not less than

two years from the date of the termination of the Offer;

12.

Each Prospective Purchaser relying on the relief granted hereby will make itself

available (in person at the office of the Division of Market Regulation or by

telephone) to respond to inquiries of the Division of Market Regulation relating to

their records; and

13.

Except as otherwise exempted herein, the Prospective Purchasers shall comply

with Rule 14e-5 during the Offer.

Finally, Barclays is also requesting exemptive relief fiom Rule 14e-5 with respect to the

issuance of shares of ishares exchange traded funds in exchange for Deposit Securities that are

purchased in the United States that contain ABN AMRO Securities. The Commission hereby

grants an exemption fkom Rule 14e-5 to permit Barclays and its Affiliates and Departments to

receive ABN AMRO Securities during the Offer as part of a basket of Deposit Securities

submitted by an Authorized Participant in exchange for ishares.

George H. White, Esq., Sullivan & Cromwell LLP

Margaret E. Tahyar, Esq., Davis Polk & Wardwell

April 24,2007

Page 5 of 5

The foregoing exemptions are based solely on the representations made and the facts

presented in your letter and are strictly limited to the application of Rule 14e-5 to the Offer as

described above. The Offer 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. The relief granted in this letter is effective as of April 23,2007.

In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of

the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule

lob-5 thereunder. The participants in the Offer must comply with these and any other applicable

provisions of the federal securities laws. We express no view with respect to any other questions

that the Offer may raise, including, but not limited to, the adequacy of disclosure concerning, and

the applicability of any other federal or state laws to, the Offer.

For the Commission,

by the Division of Market Regulation,

pursuant to delegated authority,

@

*

James A. Brigagliano

Associate Director

Attachment

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A IAN

United Kingdom

Davis Polk & Wardwell

121, avenue des Champs-Elyskes

75008 Paris

France

April 24,2007

Division of Market Regulation

Securities and Exchange Commission

450 5th Street, N.W.

Washington, DC 20549 USA.

Attention:

Mr. James Brigagliano

Associate Director

Re:

'

Potential Combination of

Barclavs PLC and ABN AMRO Holdings N.V.

Ladies and Gentlemen:

We are writing jointly, on behalf of our respective clients, Barclays PLC, a

public limited company organized under the laws of England and Wales ("Barclays"),

and ABN AMRO Holding N.V., a public limited liability company incorporated in the

Netherlands ("ABN AMRO"). As described further in this letter, Barclays and ABN

AMRO are currently in exclusive preliminary discussions regarding a possible

combination transaction involving their respective businesses. In connection with the

contemplated combination, Barclays may commence an offer (the "Offer") for (a) the

outstanding ordinary shares, par value of 0€ .56 per share ("Ordinary Shares"), of ABN

AMRO, and ADSs (as defined below) representing the Ordinary Shares, (b) the

depositary receipts for convertible financing preference shares, par value of 0€ .56 per

Securities and Exchange Commission

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share, of ABN AMRO ("Convertible Preference Shares"), and (c) the financing (formerly

convertible) preference shares, par value of €2.24 per share, of ABN AMRO ("Formerly

Convertible Preference Shares" and, together with the Ordinary Shares and Convertible

Preference Shares, the "ABN AMRO Shares"). The Ordinary Shares are listed on

Euronext Amsterdam, Euronext Brussels, Euronext Paris and the New York Stock

Exchange, the ADSs are listed on the New York Stock Exchange, and the Formerly

Convertible Preference Shares are listed on Euronext Amsterdam (such exchanges

collectively referred to in this letter as the "Exchanges"). ABN AMRO believes that the

majority of trading in ABN AMRO Shares currently takes place on Euronext Amsterdam,

but ABN AMRO Shares also trade in the OTC markets in addition to the other

Exchanges.

As publicly announced on March 20,2007, Barclays and ABN AMRO are

currently in exclusive preliminary discussions which may result in a combination of their

businesses in the event that the parties are able to reach an agreement. If the discussions

reach a stage that the expectation that such an agreement can be reached is justified, the

parties would move to announce it promptly in accordance with applicable Dutch law.

The Offer would not formally commence until certain conditions that are to be agreed are

satisfied.

ABN AMRO shareholders would have the right to exchange each of their

Ordinary Shares for consideration which may include Barclays securities or potentially a

combination of Barclays securities and cash. The Offer may also include separate offers

for the Convertible Preference Shares and Formerly Convertible Preference Shares,

which may become exchangeable for Barclays securities or a combination of Barclays

securities and cash. If commenced, an Offer could be expected to involve a single offer

for Ordinary Shares and ADSs in the Netherlands and the United States, as well as in

other jurisdictions where it may be legally made, or separate offers made in compliance

with applicable US, Dutch and other relevant laws. The Offer may also include separate

offers for other ABN AMRO Shares in any jurisdiction where such offers may be legally

made. The Offer would comply with the requirements of the Dutch Financial

SupervisionAct (WetJinancieel toezicht), the Dutch Securities Market Supervision Act

(Wet toezicht eflectenverkeer 1995), the Dutch Securities Market Supervision Decree

(Besluit toezicht eflectenverkeer 1995) and the relevant regulations promulgated

thereunder (collectively, the "Dutch Takeover Regulations") and Sections 14(d) and

14(e) of the US Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder (the "Exchange Act"). As discussed below, Barclays

and ABN AMRO expect that the Offer will be a "Tier I1 Offer". The Offer would be

made in each jurisdiction pursuant to an offer document or offer documents (collectively,

Securities and Exchange Commission

the "Offer Document") published on or shortly after the date an Offer is formally

commenced.

As previously discussed with members of the staff (the "Staff ') of the

Securities and Exchange Commission (the "Commission"), Barclays and ABN AMRO

are jointly requesting exemptive relief from Rule 14e-5 promulgated under the Exchange

Act, to permit (a) Barclays, any of its subsidiaries or subsidiary undertakings and Lazard

& Co., Limited and Lazard Freres & Co. LLC, Citigroup Global Markets Limited, Credit

Suisse Group, JP Morgan Chase & Co. and Deutsche Bank AG and any other advisor,

broker or financial institution acting as an advisor to Barclays and their respective

Affiliates and Departments (as defined below), (collectively with such Affiliates and

Departments, "Barclays Prospective Purchasers") and (b) ABN AMRO, any of its

subsidiaries or subsidiary undertakings and Lehman Brothers Europe Limited, Morgan

Stanley & Co. Limited, UBS AG (a company organized under the laws of Switzerland),

NM Rothschild & Sons Limited, and Goldman Sachs International and any other advisor,

broker or financial institution acting as an advisor to ABN AMRO and their respective

Affiliates and Departments (collectively with such Affiliates and Departments, the "ABN

AMRO Prospective Purchasers" and, collectively with the Barclays Prospective

Purchasers, the "Prospective Purchasers"), to conduct certain trading activities in the

ABN AMRO Securities (as defined below) prior to and during the conduct of, but

outside of the terms of, the Offer as described in this letter. The Barclays Prospective

Purchasers are also requesting relief from Rule 14e-5 in order to permit purchases or

arrangements to purchase ABN AMRO Shares by or on behalf of Barclays outside of the

Offer in accordance with Dutch law. Barclays is also requesting that the Commission

clarify that the issuance of ishares from ishares Index Funds in exchange for Deposit

Securities (as defined below) that are purchased in the United States and which contain

ABN AMRO Securities does not constitute, directly or indirectly, the purchase or

arrangement to purchase such securities outside of the terms of the Offer under Rule

14e-5. To the extent that such transactions are deemed by the Commission to constitute

purchases, or arrangements to purchase, ABN AMRO Securities outside of the terms of

the Offer under Rule 14e-5, Barclays is requesting exemptive relief from Rule 14e-5 with

respect to such transactions subject to certain conditions as set forth in this letter.

Sullivan & Cromwell LLP are acting as US counsel to Barclays, and

Davis Polk & Wardwell are acting as US counsel to ABN AMRO, in connection with the

matters described in this letter. Barclays has provided and authorized Sullivan &

Cromwell LLP to make on their behalf the factual representations set forth in this letter.

ABN AMRO has provided and authorized Davis Polk & Wardwell to make on their

behalf, the factual representations set forth in this letter. The statements contained in this

letter with respect to the application of Dutch law to the Offer or to Barclays have been

Securities and Exchange Commission

reviewed by Clifford Chance LLP, UK and Dutch counsel to Barclays. The statements

contained in this letter with respect to the application of Dutch law to the Offer or to

ABN AMRO have been reviewed by Nauta Dutilh and Allen & Overy, Dutch counsel to

ABN AMRO.

I.

Factual Background

A.

ABNAMRO

ABN AMRO is a leading international banking group offering a wide

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

more than 4,500 offices and branches in 53 countries as at December 3 1,2006. ABN

AMRO is the largest banking group in the Netherlands and is one of the largest banking

groups in the world, with total consolidated assets of €987.1 billion at December 3 1,

2006. ABN AMRO also has a substantial presence in Brazil, Italy and the Midwestern

United States and is one of the largest foreign banking groups in the United States, based

on total assets held as at December 3 1,2006. ABN AMRO also has extensive

international advisory, capital markets and investment banking activities and its global

asset management business manages €193.3 billion in specialist mandates and mutual

funds in Europe, the Americas, Asia and Australia.

ABN AMRO is a "foreign private issuer" as defined in Rule 3b-4(c) under

the Exchange Act and its Ordinary Shares are registered under Section 12(b) of the

Exchange Act. As at December 3 1,2006, 1,936,847,516 Ordinary Shares were issued of

which 1,853,786,791 were outstanding. As at December 31,2006, 1,369,815,864

Convertible Preference Shares and 44,988 Formerly Convertible Preference Shares were

issued and outstanding.

B.

Barclays

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

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

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

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

the largest fmancial 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). It has been

operating for more than 300 years with 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 has 2,900 institutional clients in over 50 countries

Securities and Exchange Commission

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and over £927 billion (US$1,8 14 billion) of assets under management at December 3 1,

2006.

As at December 3 1,2006, Barclays had 6,534,698,021 ordinary shares of

25p each and 875,000 staff shares of £1 each issued and outstanding.

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

Exchange Act and its ordinary shares are registered under Section 12(b) of the Exchange

Act. Barclays American Depositary Shares, each representing four Barclays ordinary

shares, and such ordinary shares, are listed on the New York Stock Exchange.

11.

Qualification for Tier I1 Relief

In conducting the Offer on the terms described in this letter, Barclays and

ABN AMRO currently expect to be able to rely on Rule 14d-1(d) under the Exchange

Act, which provides exemptive relief from otherwise applicable rules to persons engaged

in a tender offer under certain conditions ("Tier I1 Relief '). In order for an offer to

qualify for Tier I1 Relief, (i) the subject company must be a foreign private issuer as

defined in Rule 3b-4 under the Exchange Act and not an investment company as defined

under the Investment Company Act of 1940, (ii) no more than 40% of the securities of

the subject company sought in the offer may be held by holders who are resident in the

United States and (iii) the offeror must comply, subject to any applicable exemptions,

with all applicable US tender offer rules and regulations.

Pursuant to Rule 14d-1, the issuer of the subject securities will be

presumed to be a foreign private issuer and U.S. holders will be presumed to hold 40% or

less of such outstanding securities unless: (i) the tender offer is made pursuant to an

agreement with an issuer of the subject securities; (ii) the aggregate trading volume of the

subject class of securities on all national securities exchanges in the United States, over

the 12-calendar-monthperiod ending 30 days before commencement of the offer, exceeds

40%; (iii) the most recent annual report or annual information filed or submitted by the

issuer with securities regulators of its home jurisdiction or with the Commission indicates

that U.S. holders hold more than 40% of the outstanding subject class of securities; or

(iv) the bidder knows or has reason to know that the level of U.S. ownership exceeds

40%.

According to ABN AMRO, as at December 3 1,2006, of the

approximately 78% of issued and outstanding Ordinary Shares for which holders could

be identified, approximately 15.5% of such issued and outstanding Ordinary Shares were

located in the United States. As at December 3 1,2006, there were no record holders of

Securities and Exchange Commission

depositary receipts of Convertible Preference Shares and no record holders of Formerly

Convertible Preference Shares in the United States. In addition, except as otherwise

requested herein, the Offer will be structured to comply with Sections 14(d) and 14(e) of

the Exchange Act, the Securities Act of 1933, as amended, and all applicable tender offer

rules and regulations thereunder. On the basis of the foregoing, Barclays and ABN

AMRO intend that the Offer, if commenced, would be made in reliance on Tier I1

pursuant to Rule 14d-l(d) under the Exchange Act. Before any Offer is commenced, if

one is commenced, ABN AMRO would intend to determine again, as at an appropriate

date, the level of US ownership in accordance with the guidelines set forth in Rule 14d-1

under the Exchange Act.

111.

Proposed Structure of the Offer

As indicated above, Barclays and ABN AMRO are currently in exclusive

preliminary discussions regarding a possible business combination transaction involving

their respective businesses. However, no agreement has been reached on whether or not

to enter into any such transaction. It is envisioned, however, that should any transaction

involve an Offer, such Offer would be structured either as a single offer for Ordinary

Shares and ADSs made in the Netherlands and in the United States, as well as in other

jurisdictions where such offer may legally be made or as separate offers made in

compliance with applicable US, Dutch and other relevant laws. If an Offer is made, the

consideration to be paid to holders of Ordinary Shares may include Barclays securities; it

is also possible that the consideration may be comprised of a combination of Barclays

securities and cash.' The Offer may also include separate offers for the Convertible

Preference Shares and Formerly Convertible Preference Shares, which may become

exchangeable for Barclays securities or a combination of Barclays securities and cash.

Assuming an Offer is made, it would be structured to comply with the

Dutch Takeover Regulations, which govern tender offers in the Netherlands, as well as

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

Authority for the Financial Markets (Stichting Autoriteit Financiele Markten) (the

"AFM'). 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

1

As discussed above, the structure of the Offer, if one is made, has not been determined at this time.

Under one alternative, Barclays may incorporate a Netherlands subsidiary which would hold the ABN

AMRO Shares after the completion of the transaction.

Securities and Exchange Commission

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

regarding the implementation of securities laws with respect to certain matters.

Following the announcement of a proposed business combination between

Barclays and ABN AMRO, if one is agreed by the parties, Barclays would intend to

submit to the AFM a draft Offer Document for its comments and approval. Following

the AFMYsapproval of the Offer Document, an advertisement in a Dutch daily newspaper

would be published announcing the availability of the Offer Document. Barclays would

intend to publish an advertisement announcing the availability of the Offer Document in

the US edition of the Wall Street Journal on the first day on which the Offer would be

open for acceptances.

Under current Dutch Takeover Regulations, the minimum acceptance

period may not be less than 20 calendar days, with no maximum being specified. The

Dutch Takeover Regulations are being revised and the new rules are currently expected

to come into effect in 2007. The latest draft of the new rules provides that the minimum

acceptance period may not be less than 25 calendar days and be no longer than 10 weeks,

while an offer may be extended only once, with a minimum extension period of two

weeks and a maximum extension period of 10 weeks. In any event, given the current or

proposed requirements under Dutch law and the requirements under US law, the Offer

would remain open for an initial period of at least 20 US business days.

After expiration of the acceptance period and the receipt of a number of

required regulatory approvals and other consents which may require a substantial period

of time to obtain, the Offer would close, and Barclays would pay for all ABN AMRO

Shares tendered against the issue of Barclays securities andforpayment of cash, as the

case may be. Closing would normally occur between three and 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 initial acceptance

period. Barclays would transfer the consideration for the tendered Ordinary Shares via

designated institutions, appointed to coordinate the collection of tenders into the Offer, to

designated financial intermediaries, appointed to assist in the collection of such tenders.

These financial intermediaries would, in turn, transfer such consideration to custodians

for crediting to the accounts of their customers who accepted the Offer. Settlement for

the other ABN AMRO Shares, which are not listed, would be done simultaneously. If

necessary, Barclays could also elect to have a post-acceptance period during which any

remaining ABN AMRO shareholders may tender their shares on the same terms as

applied during the initial acceptance period. The post-acceptance period may be no

longer than 15 days under current rules and two weeks under the latest draft of the new

rules.

Securities and Exchange Commission

IV.

Purchases Outside the Offer

Purchases Outside the Offer under Dutch Law

The Dutch Takeover Regulations provide that the offeror must pay in the

public offer the highest consideration paid by the offeror in any such transactions if,

following the time at which a public announcement about the preparation or making of a

public offer has been made, an offeror purchases a target company's securities outside

such offer in a transaction other than in regular stock exchange trading. The Dutch

Takeover Regulations do not restrict the purchases of a target company's securities

outside an offer made in regular stock exchange trading following public announcement.

Consequently, absent Rule 14e-5, Dutch law would permit the Prospective Purchasers to

acquire ABN AMRO Shares in stock exchange transactions at prices greater than the

Offer consideration, with no requirement to increase the Offer consideration.

Dutch Takeover Regulations require that an offeror and the target

company disclose any purchases of the target company's shares (or rights to acquire

shares) following the time at which a public announcement about the preparation of

making a public offer has been made, whether or not made in regular stock exchange

trading, to the AFM. The latest draft of the revised rules removes the obligation to

disclose purchases made in regular stock exchange trading. In addition, Dutch law

requires any person acquiring shares (or rights to acquire shares) in ABN AMRO as a

result of which such person's capital interest or voting interests passes certain thresholds

(5%' lo%, 15%, 20%, 25%' 30%, 40%, 50%, 60%, 75%, 95%) to make a filing with the

AFM, which is publicly disclosed by the AFM.

The Barclays Prospective Purchasers will not purchase or arrange to

purchase ABN AMRO Shares outside of the Offer on a stock exchange at a price greater

than the value of the Offer consideration with respect to any purchases of ABN AMRO

Shares by or on behalf of Barclays outside of the Offer in accordance with Dutch law.

Trading Activities by the Prospective Purchasers

The Prospective Purchasers, including their affiliates and separately

identifiable departments that would constitute "covered persons" as defined under Rule

14e-5 (''Affiliates and Departments"), offer a full range of banking and securities services

to governmental institutions, corporate and other business enterprises and institutional

and individual investors around the world. Such services include brokerage, research,

trading, corporate finance, capital markets, underwriting, asset management and

Securities and Exchange Commission

investment advisory services, including discretionary portfolio management for

customers.

The Prospective Purchasers have traded in the ABN AMRO Shares or

derivatives related to such securities (including futures, forwards, options, swaps or

similar instruments) (collectively, the "ABN AMRO Securities") on the Exchanges, or

otherwise, and may have current positions in such securities. The Prospective Purchasers

may have engaged in, among other things, the following trading activities in relation to

the ABN AMRO Securities (collectively referred to herein as the "Trading Activities"):

(1)

market making activities in ABN AMRO Securities;

(2)

purchasing and selling ABN AMRO Securities as part of ordinary

course prime brokerage, portfolio and asset management activities

(in which the Affiliates and Departments would generally have

discretionary trading authority) and as principal for their own

accounts;

(3)

principal facilitation to buy ABN AMRO Securities to facilitate

client orders on the Exchanges or in the over-the-countermarkets;

(4)

creation, trading and redemption of derivative products (including

futures, forwards, options, repurchase agreements, warrants,

swaps, cash-settled derivatives, debentures or similar instrument),

including cash-settled and other derivative products the

performance of which is determined with reference to ABN

AMRO Securities or any index or basket of which they form a

Part;

(5)

dynamic hedging and covering activities, short sales and other

forms of hedging and covering, such as purchasing and selling

ABN AMRO Securities with respect to positions in these newly

created derivatives contracts that are in place after the

announcement of the Offer, as well as such hedging and covering

activities with respect to (a) derivatives contracts in place prior to

the announcement and (b) any such trading and positions as would

be permitted otherwise pursuant to this relief;

(6)

index arbitrage activities (other than risk arbitrage trading) that are

not to facilitate the Offer and are limited in scope, so that such

index arbitrage activities are consistent with such activities

Securities and Exchange Commission

undertaken in the ordinary course of business prior to

commencement of the Offer and which reflect the same balance

and constituency as the index being hedged, and hedging and

covering activities, including dynamic hedging, short sales and

other forms of hedging, such as purchasing and selling ABN

AMRO Securities, with respect to such index related activities;

program trades on behalf of clients (other than Barclays and ABN

AMRO) generally with respect to a basket of securities the

composition of which has been proposed by the clients;

hedging activities, including dynamic hedging and other forms of

hedging, such as purchasing and selling ABN AMRO Securities,

with respect to the market making activities in derivative products

described in paragraph (1) above;

purchasing ABN AMRO Shares for purposes of delivering

securities upon exercise of call options or warrants or buying ABN

AMRO Securities in respect of the exercise of put options or

warrants in connection with the market making and related

hedging activities described in paragraphs (1) and (8) above;

buying ABN AMRO Securities to cover short positions entered

into after the announcement of the Offer;

stock borrowing and lending in ABN AMRO Securities;

purchases of ABN AMRO Securities in a proprietary capacity by

those Prospective Purchasers having exempt principal trader status

under the United Kingdom's City Code on Takeovers and Mergers

(the "City Code");

buying and selling shares or units in collective investment schemes

operated by any of the Prospective Purchasers, or by their

associates, to clients of such Prospective Purchasers where the

schemes in question may hold, acquire, or dispose of interests in

ABN AMRO Securities;

acting as trustee, nominee, or custodian for client positions in ABN

AMRO Securities (including executing instructions to liquidate the

assets in a trust which may include ABN AMRO Securities, and

Securities and Exchange Commission

-1 1-

distributing the proceeds in accordance with the applicable law and

contract), or for any other security mentioned in this list;

(15)

.

purchases or arrangements to purchase ABN AMRO Securities by

or for a "plan" (as defined in Rule 100(b) of Regulation M under

the Exchange Act) that are made by a trustee or other person

affiliated with Barclays who manages such plan independently of

Barclays and its other Affiliates and Departments in accordance

with UK law.

(16)

acting as executor or personal representative for a deceased client

whose portfolio includes ABN AMRO Securities (including

executing instructions to liquidate the assets in an estate which

may include ABN AMRO Securities, and distributing the proceeds

in accordance with the applicable law and contract);

(17)

lending to clients and accepting a portfolio of securities including

ABN AMRO Securities as collateral for such loan; and

(18)

with respect to ABN AMRO only, repurchasing ABN AMRO

Ordinary Shares on Euronext Amsterdam pursuant to its share

buyback program announced on February 8,2007 and to be

completed by June 30,2007.

This list of activities is similar to those for which the Commission has

previously granted exemptive relief under similar circumstances in, for example, the

letter regarding Rule 14e-5 Relief for Certain Trading Activities of Financial Advisors

(April 4,2007) (the "Trading Activities Relief Letter"); the letter regarding the offers by

The Nasdaq Stock Market, Inc. for all Ordinary Shares and B Shares of London Stock

Exchange Group plc (November 20,2006); the letter regarding the offer by NYSE

Euronext, Inc. for Shares of Euronext N.V. (July 13,2006); the letter regarding the offer

by Adecco S.A. for DIS Deutscher Industrie Service AG (January 9,2006); and the letter

regarding Gas Natural SDG S.A.'s proposed acquisition of Endesa S.A. (November 18,

2005).

Each of the Prospective Purchasers maintains and enforces written policies

and procedures that are reasonably designed to prevent the transfer of information to or

from their Affiliates and Departments that might result in a violation of the US federal

securities laws through the establishment of information barrier policies and procedures

(the "Information Barriers"). These Information Barriers, some of which are also

Securities and Exchange Commission

required by the rules and regulations of the AFM, are intended to prevent improper

motives fi-om influencing the purchasing activity of the Affiliates and Departments and to

prevent the flow of confidential information (i) in the case of Barclays and ABN AMRO

between the senior management and corporate development teams of Barclays and ABN

AMRO, as the case may be, on the one hand, and the trading and investment management

divisions of Barclays and ABN AMRO, as the case may be, on the other, and (ii) in the

case of the other Prospective Purchasers between the corporate finance advisory and

investment banking activity, on the one hand, and the sales and trading, investment

management and securities related activities, on the other. Consistent with the

Information Barriers described above, the personnel in the Affiliates and Departments

that direct, effect or recommend transactions in the ABN AMRO Securities would not be

the same personnel that are providing financial advisory services to Barclays or ABN

AMRO, as the case may be. As noted, except to the extent that the relief requested in this

letter is granted or pursuant to any no-action letter or other exemptive relief granted by

the Staff, the Prospective Purchasers will cease their participation in all Trading

Activities inconsistent with the requirements of Rule 14e-5 in ABN AMRO Securities on

the Exchanges or otherwise. In their Trading Activities, the Prospective Purchasers will

comply with the applicable requirements under Dutch and US law, including the

applicable rules and regulations of the Exchanges and the Exchange Act.

In the Trading Activities Relief Letter, in order to qualify for exemptive

relief under Rule 14e-5, the financial advisor must voluntarily comply with the City Code

as a condition to the relief being granted. The Prospective Purchasers, however, have not

undertaken to voluntarily comply with the City Code. Barclays and ABN AMRO are

financial institutions and, consequently, unlike in the Trading Activities Relief Letter

which related solely to financial advisors, both principals to the proposed transaction, in

the ordinary course of their respective businesses, engage in the Trading Activities.

Because of the size and complexity of the transaction, there are a significant number of

financial advisors acting for both Barclays and ABN AMRO, which is greater than

customary in other transactions. Furthermore, the financial institutions requesting relief in

this letter - both the principals and their financial advisors - conduct their businesses

across a wide number of jurisdictions and products and services areas. In this context,

they are subject to regulation, both in the respective jurisdictions of their domicile as well

as in the countries and markets where they operate, relating to protection of the interests

of shareholders and which, among other things, are designed to ensure fair and equal

treatment of all shareholders, to provide adequate and timely advice and information to

shareholders, and to prevent the creation of false markets in securities subject to a tender

offer. The Dutch and other applicable laws and regulations to which the Prospective

Purchasers are subject, dealing with tender offers and trading activities, are designed to

protect shareholders against the types of abuses that Rule 14e-5 is designed to prevent.

Securities and Exchange Commission

As a consequence of such applicable regulation, the Prospective Purchasers also maintain

and enforce the Information Barriers described above, which are aimed at preventing

violation of the US federal securities laws and address the same policy concerns as those

addressed by the City Code. Dutch Takeover regulations include rules for the protection

of shareholders such as restrictions on offerors purchasing shares off-market at prices

higher than the offer price (the "best price rule"), rules relating to the equal treatment of

shareholders, which restrict an offeror's ability to offer holders of the same class a

different form of consideration and to purchase shares for cash where no cash offer is

made (the "equal treatment rule") and related disclosure rules in respect of stakebuilding

by the offeror, described above. These are similar to Rules 6,8, 11 and 24 oflthe Rules of

the City Code. The AFM closely monitors and regulates such matters and provides

guidance in a similar way to the UK Takeover Panel. It also reviews and approves public

announcements relating to takeover transactions and takes unilateral action to enforce

applicable rules. With the introduction of the EU Takeovers Directive, the regulation of

takeover transactions in the Netherlands is also converging with UK regulation. In

addition, other legal and regulatory requirements, such as the EU Market Abuse

Directive, apply to use and misuse of inside information, market manipulation, conflicts

of interests, etc., and these restrictions require financial institutions to have robust and

formal information barriers and compliance procedures to ensure that ordinary course

trading activities are strictly segregated from those areas of a financial institution which

have access to inside information or strategic decision making.

Certain Activities by Affiliates and Departments of Barclays in the United States

Barclays Global Fund Advisors ("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 31, 1994. BGFA is a wholly-owned subsidiary of Barclays Global

Investors, N.A. ("BGI"), an indirect subsidiary of Barclays. BGI, together with its

affiliates, is the world's largest manager of institutional investment assets. 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

Securities and Exchange Commission

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

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

use of quantitative analy-hcal procedures. The shares of each ishares Index Fund are

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

The shares of ishares Index Funds are registered under the US Securities Act of 1933, as

amended, and the US 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

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 furnish a prospectus and a confirmation to those placing purchase orders.

Securities and Exchange Commission

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. 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. 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.2

~ ~ ~ l i c a tofi oRule

n 14e-5

The Commission has previously granted exemptive and no-action relief under Rules 10a-1; lob-6; lob-7;

lob-10; 14e-5 (formerly lob-13); lob-17; 1ldl-2; 15cl-5; and 15cl-6 under the Exchange Act with

respect to the trading of SPDRs(R) and MidCap SPDRs(TM); Select Sector SPDRs(TM), and The

Nasdaq-100 Trust(SM); see letter from Nancy J. Sanow, Assistant Director, Division of Market

Regulation to James F. Duffy, Senior Vice President and General Counsel, Amex, dated January 22, 1993

(regarding SPDRs); letter from Nancy J. Sanow, Assistant Director, Division of Market Regulation to

James F. Duffy, Executive Vice President and General Counsel, Amex, dated April 21,1995 (regarding

MidCap SPDRs); letters dated December 14, 1998 and December 22, 1998, respectively, from Lany E.

Bergman, Senior Associate Director, Division of Market Regulation and James A. Brigagliano, Assistant

Director, Division of Market Regulation, to Stuart M. Strauss, Gordon, Altman, Butowsky, Weitzen,

Shalov (each regarding Select Sector SPDRs); letter from James A. Brigagliano, Assistant Director,

Division of Market Regulation to James F. Duffy, Executive Vice President and Counsel, Amex, dated

March 3, 1999 (regarding Nasdaq 100). The Commission also granted similar exemptive or no-action

relief to The CountryBaskets(SM)Index Fund, Inc. with respect to the trading of CountryBaskets(SM);

see letter from Nancy J. Sanow, Assistant Director, Division of Market Regulation to Michael Simon,

Milbank, Tweed, Hadley & McCloy, dated March 22,1996, and letter from Nancy J. Sanow, Assistant

Director, Division of Market Regulation to Tuuli-Ann Ristkok, Donovan Leisure Newton & Irvine and

Stephen K. West, Sullivan & Cromwell, dated March 22,1996; and Foreign Fund, Inc. with respect to the

trading of World Equity Benchmark Shares(TM) (now called ishares MSCI); see letter from Nancy J.

Sanow, Assistant Director, Division of Market Regulation to Donald R. Crawshaw, Sullivan & Cromwell,

dated April 17, 1996, and letter from James A. Brigagliano, Division of Market Regulation to Donald R.

Crawshaw, Esq. dated May 10,2000. The Commission also granted the Amex exemptive and no-action

relief with respect to the trading of DIAMONDS(SM), including relief under Rule 101 of Regulation M;

see letter from Larry E. Bergman, Senior Associate Director, Division of Market Regulation to James F.

Duffy, Amex, dated January 9, 1998.

Securities and Exchange Commission

Subject to certain exceptions, Rule 14e-5 prohibits a "covered person"

from, directly or indirectly, purchasing or arranging to purchase any equity securities in

the target company or any securities immediately convertible into, exchangeable for or

exercisable for equity securities in the target company, except as part of the tender offer.

This prohibition applies from the time of public announcement of the tender offer until

the tender offer expires. "Covered Person" is defined as (a) the offeror and its affiliates;

(b) the offeror's dealer-manager and its affiliates; (c) any advisor to any of the foregoing,

whose compensation is dependent on the completion of the offer; and (d) any person

acting, directly or indirectly, in concert with any of the persons specified above.

Rules 14e-5, as with its predecessor rule, Rule 1Ob-13, is designed to

prevent manipulative and deceptive practices whereby a person making a cash tender or

exchange offer purchases (or arranges to purchase) shares otherwise than pursuant to the

offer. Among the concerns that Rule 14e-5 is designed to prevent are avoidance of prorationing requirements, disparate treatment of persons who tender into the offer and

persons who sell securities outside the offer, and holders of large blocks of the subject

securities demanding greater or different consideration than that offered pursuant to the

tender or exchange offer. None of these concerns is present here. Furthermore, the

Commission has recognized that a strict application of Rule 14e-5 could disadvantage US

security holders in some situations. In this context, the Commission has noted in

Securities Act Release No. 7759 (January 24,2000) (the "Cross-Border Release") that

"flexible application of Rule 14e-5 is necessary and appropriate to encourage offerors for

the securities of foreign private issuers to extend their offers to US security holders."

Trading Activities by the Prospective Purchasers

Rule 14e-5(b) provides certain exceptions to the general rule prohibiting a

Covered Person from purchasing or arranging to purchase the subject security outside the

terms of the offer. However, the Trading Activities described above are not technically

covered by the exceptions to Rule 14e-5 and thus would be prohibited by the rule.

Accordingly, the Prospective Purchasers are requesting relief to permit purchases or

arrangements to purchase the ABN AMRO Securities pursuant to the enumerated

Trading Activities on the conditions set forth below. Without relief, the Prospective

Purchasers would effectively be compelled to stay "out of the market" for a significant

period of time due to the restrictions in Rule 14e-5, which would also have a corollary

adverse effect on the investors in the asset management and related businesses and

products of the Prospective Purchasers.

Purchases by or on behalfof Barclays outside of the OHer

Securities and Exchange Commission

The Barclays Prospective Purchasers are also requesting relief from

Rule 14e-5 in order to permit purchases or arrangements to purchase ABN AMRO Shares

by or on behalf of Barclays outside of the Offer in accordance with Dutch law.

Certain Activities by Afiliates and Departments of Barclays in the United States

Barclays is also 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 ABN AMRO Securities does

not constitute, directly or indirectly, the purchase or arrangement to purchase such

securities outside of the terms of the Offer under Rule 14e-5.

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

Authorized Participant does not entail a separate purchase, or arrangement to purchase,

any of the securities contained within the Deposit Securities by an Affiliate or

Department of Barclays. In addition, an ishares Index Fund will not purchase Deposit

Securities in the secondary market to fulfill 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 purchases, or arrangements to purchase, ABN AMRO Securities in the United

States outside of the terms of the Offer by Barclays or any of its Affiliates or

Departments under Rule 14e-5, Barclays requests exemptive relief from Rule 14e-5 to

permit such transactions so long as (i) purchases of ABN AMRO Securities 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.

Rule 14e-5(b)(5) excepts from the application of Rule 14e-5 purchases or

arrangements to purchase a basket of securities containing a subject security or related

Securities and Exchange Commission

security if (i) the purchase or arrangement to purchase is made in the ordinary course of

business and not to facilitate the tender offer; (ii) the basket contains 20 or more

securities; and (iii) covered securities and related securities do not comprise more than

5% of the value of the basket. In nearly all of the ishares Index Funds for which

Barclays is seeking exemptive relief fiom Rule 14e-5, the receipt of Deposit Securities

fiom an Authorized Participant could qualify for the "basket transactions" exception

pursuant to Rule 14e-5(b)(5), with the exception of the ishares MSCI Netherlands Index

Fund, where ABN AMRO Shares comprise more than 5% of the value of such

Underlying Index (solely by virtue of the composition of the Underlying Index and not as

a result of the exercise of any investment discretion by BGFA). We note, however, that

the Commission has previously granted exemptive and/or no-action relief for trading in

exchange, traded index fund shares which do not meet the conditions of the "basket

transactions" exception set forth under Rule 14e-5(b)(5). In the Letter regarding Class

Relief for Exchange Traded Index Funds (October 24,2006) (the "Exchange Traded

Index Fund Class Relief Letter"), the exchange traded index funds which qualified for

such exemptive and/or no-action relief were funds that consisted of a basket of twenty or

more component securities, with no one component security constituting more than 25%

of the total value of the exchange traded index fund.

The exemptive relief requested herein fiom Rule 14e-5 on behalf of

Barclays and its Affiliates and Departments is similar to the relief the Commission has

granted under the Exchange Traded Index Fund Class Relief Letter for dealer-managers

of a tender offer of a deposit security included in an exchange traded index fund. The

Exchange Traded Index Fund Class Relief Letter provided exemptive relief fkom Rule

14e-5 to pennit any person acting as dealer-manager of a tender offer for a deposited

security to: (1) redeem exchange traded index fund shares for deposited securities that

may include a security subject to the tender offer; and (2) purchase exchange traded index

fund shares during such offer, so long as such purchases or redemptions of exchange

traded index fund shares do not appear to result in the abuses at which Rule 14e-5 is

directed and so long as any bids or purchases by dealer-managers are not effected for the

purpose of facilitating a tender offer. The Commission also c o n f i e d in the Exchange

Traded Index Fund Class Relief Letter its no-action position under Rule 14e-5 when a

broker-dealer acting as a dealer-manager of a tender offer for a deposited security

purchases such deposited security in the secondary market for the purpose of tendering

them to purchase exchange traded index fund shares, if such transactions are effected in

the ordinary course of business as a result of a change in the composition of the relevant

index.

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

Securities and Exchange Commission

ABN AMRO Securities, application of Rule 14e-5 to the BGFA or a broker-dealer or

other person who may be participating in a distribution of ishares fi-om 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.

Basis for Exemption

Paragraph (d) of Rule 14e-5 states that the Commission may grant an

exemption from the provisions of Rule 14e-5, either unconditionally or on specified

terms and conditions, to any transaction.

In the Cross-Border Release, the Commission has provided for continued

review of exemption requests, on a case-by-case basis, in situations, such as the instant

case, where US ownership exceeds (or is presumed to exceed) 10%. The Commission

has enumerated certain factors that it considers important in ruling on a Rule 14e-5

exemption request, including (i) the degree of ownership of the target by US holders, (ii)

whether the offer will be made to US holders on an equal basis to non-US holders, (iii)

whether the consideration will be cash or securities, (iv) the nature of the foreign

regulation to which the offer is subject and (v) whether the principal trading market for

the target's securities is outside the United States.

In the context of the Offer, (i) the Prospective Purchasers reasonably

believe US persons beneficially own less than 40% of each class of the ABN AMRO

Shares, which is consistent with the level of US shareholdings noted in prior letters

requesting relief fi-om Rule 14e-5, (ii) the Offer would be for all of the outstanding ABN

AMRO Shares, (iii) the Offer (whether it is structured as a single offer or separate offers)

would be made on the same basis to US and non-US holders of ABN AMRO Shares, (iv)

the consideration for the Offer would consist of Barclays securities or a combination of

Barclays securities and cash, (v) the AFM would have primary regulatory authority over

the Offer and it will be fully regulated under the Dutch Takeover Regulations and (vi) the

principal trading market for each class of ABN AMRO Securities is outside the United

States.

The Commission has granted a number of exemptions fi-omRule 14e-5

and Rule lob- 13 (the predecessor to Rule 14e-5) to permit purchases by offerors and

persons acting on behalf of offerors. In particular, we note that in the Letter regarding the

Sulzer AG Offer for Bodycote International plc (available March 2,2007), the

Commission granted class-wide exemptive relief under Rule 14e-5 to offerors that wish

Securities and Exchange Commission

to purchase shares of a foreign private issuer target outside of the tender offer in certain

prescribed circumstances, many of which are present in this request for exemptive relief.

We also note that, with respect to offers conducted in the Netherlands, the Commission

granted exemptive relief under Rule 14e-5 in connection with the offer by Dexia Banque

Internationale a Luxembourg for Kempen & Co N.V. (June 19,2001), the offer by

Invensys plc for Baan Company N.V. (May 26,2000) and the offer for Royal Dutch

Petroleum Company N.V.1 The "Shell" Transport and Trading Company PLC (November

I

19,2004).

Although there are, in our view, doubts as to whether the jurisdictional

predicate for the application of the Exchange Act - namely that there be a purchase of a

security "by the use of any means or instrumentality of interstate commerce, or of the

mails, or of any facility of any national securities exchange" - would be satisfied if the

Prospective Purchasers or their respective affiliates made purchases of ABN AMRO

Securities with respect to Trading Activities outside the United States, we nonetheless

apply, on behalf of such persons, for exemptive relief for such purchases from the

provisions of Rule 14e-5 pursuant to Rule 14e-5(d), as set forth below. We have been

requested by Barclays and ABN AMRO to emphasize that this letter does not reflect an

admission that Rule 14e-5 would apply to such purchases of ABN AMRO Securities in

respect of Trading Activities outside the United States in the absence of such exemptive

relief.

V.

Irrevocable Undertakings

Certain institutional shareholders as well as certain members of the

Supervisory Board, Managing Board and other members of senior management of ABN

AMRO may be asked, as is typical in Dutch takeovers, to undertake irrevocably to accept

the Offer in respect of their ABN AMRO Shares. Under Dutch practice, an irrevocable

undertaking is the agreement of a shareholder to accept an offer when made (in some

cases, subject to a higher competing offer not being made within a certain period) during

the pendency of the first offer. An irrevocable undertaking is not treated by Dutch

securities law as a purchase, and Dutch law permits bidders to enter into irrevocable

undertakings at any time, subject to certain restrictions. We note for emphasis that shares

subject to an irrevocable undertaking are purchased in the tender offer and, consequently,

count towards satisfying the minimum acceptance condition under the Dutch Takeover

Regulations. Such shareholders will receive their Offer consideration at the same time as

the other ABN AMRO shareholders that accept the Offer, if one is made. In the event an

Offer is made, Barclays and its affiliates, as well as certain financial advisors acting on

their behalf, intend to seek such irrevocable undertakings from certain institutional

holders, including institutional holders with US addresses. The specific terms of such

Securities and Exchange Commission

irrevocable undertakings will be determined in the course of separate discussions with

each relevant shareholder of ABN AMRO who is asked to execute such an undertaking.

Consequently, no representation can be made at this time on the expected terms and

conditions of such irrevocable undertakings.

Acceptances of the Offer in respect of shares the subject of irrevocable

undertakings represent tenders subject to both the terms and conditions of the Offer and

the Dutch Takeover Regulations. Accordingly we are not requesting exemptive relief

from Rule 14e-5 with respect to the entering into of irrevocable undertakings. This

position is consistent with previous letters to the Commission for exemptive relief from

Rule 14e-5. See, e.g., the letter regarding the Sulzer AG Offer for Bodycote International

plc (available March 2,2007), the letter regarding United Technologies Corporation

Offer for Kidde plc (available December 15,2004); the letter regarding UCB S.A. Offer

for Celltech Group plc (available May 19,2004); the letter regarding Celltech Group plc

Offer for Oxford GlycoSciences Plc (available March 3,2003); the letter regarding RWE

Aktiengesellschaft Offer for Innogy Holdings plc (available March 22,2002); the letter

regarding Vinci Offer for TBI plc (available August 23,2001); the letter regarding St.

David Capital plc Offer for Hyder plc (available August 1,2000); and the letter regarding

WPD Limited Offer for Hyder plc (available May 3 1,2000).

VI.

Requested Exemptive Relief

Based on the foregoing, we respectfully request that Prospective

Purchasers be granted exemptive relief for the Offer from the provisions of Rule 14e-5 to

the extent necessary to permit them to purchase or arrange to purchase ABN AMRO

Securities outside of the Offer as part of the Trading Activities, through expiration of the

Offer, subject to the following conditions:

(1)

ABN AMRO is a "foreign private issuer" as defined in Rule 3b-4(c)

of the Exchange Act;

(2)

The Prospective Purchasers reasonably believe that ABN AMRO

has a level of US shareholdirig that would enable it to rely on the

Tier I1 exemptive relief provided under Rule 14d-l(d) of the

Exchange Act;

(3)

Unless otherwise exempted or permitted under Rule 14e-5, the

Trading Activities are only conducted outside the United States;

(4)

All purchases of the ABN AMRO Securities by the Prospective

Purchasers through their Affiliates and Departments outside of the

. Securities and Exchange Commission

-22-

Offer as part of the Trading Activities (i) will be consistent with the

Affiliates' and Departments' normal and usual business practices

and in compliance with the rules and regulations of the AFM

applicable to such purchases and (ii) will not be conducted either

(A) for the purpose of promoting or otherwise facilitating the Offer

or (B) for the purpose of creating actual, or apparent, active trading

in, maintaining, or affecting the prices of the ABN AMRO

Securities;

(5)

Each of the Affiliates and Departments of the Prospective

Purchasers that conduct the Trading Activities has no officers (or

persons performing similar functions) or employees (other than

clerical, ministerial or support personnel), who direct, effect or

recommend transactions in the ABN AMRO Securities and who are

also involved in (i) making strategic decisions concerning the Offer

on behalf of Barclays or ABN AMRO or (ii) providing Barclays or

ABN AMRO with financial advisory services or dealer manager

services;

(6)

The Offer Documents will disclose prominently the intention of the

Affiliates and Departments of the Prospective Purchasers to

conduct the Trading Activities;

(7)

Each of the Prospective Purchasers has an affiliate that is registered

as a broker-dealer under Section 15(a) of the Exchange Act;

(8)

The Trading Activities are permissible under, and will be conducted

in accordance with, the applicable law of the home jurisdiction, as

defined in Rule 14d-1 of the Exchange Act. The Prospective

Purchasers and their respective Affiliates and Departments will also

comply with any information barrier requirements imposed by the

applicable law of the home jurisdiction, as d e h e d in Rule 14d-1 of

the Exchange Act.

(9)

The Prospective Purchasers and their respective Affiliates and

Departments maintain and enforce written policies and procedures

that are reasonably designed to prevent the transfer of information

among the respective Prospective Purchaser and its Affiliates and

Departments that conduct the Trading Activities that might result in

Securities and Exchange Commission

a violation of the US federal securities laws through the

establishment of information barriers;

(10) The Prospective Purchasers will publicly disclose in the United

States information regarding the Trading Activities to the extent

such information is required to be made public in the home

jurisdiction, as defrned in Rule 14d-1 of the Exchange Act, pursuant

to applicable requirements;

(11) The Prospective Purchasers will provide to the Division of Market

Regulation, upon request, a daily time-sequenced schedule of all

transactions in ABN AMRO Securities made by the Prospective

Purchasers during the Offer, on a transaction-by-transaction basis,

including:

(a) the size, broker (if any), date and time of execution, and

price of purchase; and

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

which the purchase occurred;

'

(12) Upon the request of the Division of Market Regulation, the

Prospective Purchasers shall transmit the information as specified

in paragraph 11 to the Division of Market Regulation at its offices

in Washington, D.C. within 30 days of its request;

(13) The Prospective Purchasers shall retain all documents and other

information required to be maintained pursuant to this exemption

for a period of not less than two years from the date of the

termination of the Offer;

(14) Each Prospective Purchaser relying on the relief granted hereby will

make itself available (in person at the office of the Division of

Market Regulation or by telephone) to respond to inquiries of the

Division of Market Regulation relating to their records; and

Securities and Exchange Commission

(15) Except as otherwise exempted herein or pursuant to any other

applicable no-action letter or exemptive relief, the Prospective

purchasers shall comply with Rule 14e-5 during the ~ f f e r . ~

We also respectfully request, on behalf of the Barclays Prospective

Purchasers, that the Commission grant relief fiom Rule 14e-5 in order to permit

purchases or arrangements to purchase ABN AMRO Shares by or on behalf of Barclays

outside of the Offer in accordance with Dutch law, through expiration of the Offer. With

respect to any purchases of AE3N AMRO Shares by or on behalf of Barclays outside of

the Offer in accordance with Dutch law, none of the Barclays Prospective Purchasers will

purchase ABN AMRO Shares on the Exchanges at a price greater than the value of the

Offer consideration, and if, following the time at which a public announcement about the

preparation or making of the Offer has been made, any Barclays Prospective Purchaser

purchases ABN AMRO Shares in a transaction other than regular stock exchange trading,

Barclays will pay in the Offer the highest consideration paid by such Barclays

Prospective Purchaser in any such off-exchange transactions.

We also respectfully request, on behalf of Barclays and its Affiliates and

Departments, that the Commission clariQ that the issuance of ishares fiom the respective

ishares Index Funds in exchange for Deposit Securities that are purchased in the United

States and which contain securities subject to a tender offer does not constitute, directly

or indirectly, the purchase or arrangement to purchase ABN AMRO Securities outside of

the terms of the Offer under Rule 14e-5. To the extent that such transactions are deemed

by the Commission to constitute purchases, or arrangements to purchase, AE3N AMRO

Securities in the United States outside of the terms of the Offer by Barclays or any of its

Affiliates or Departments under Rule 14e-5, Barclays requests exemptive relief fiom

Rule 14e-5 to permit such transactions so long as (i) purchases of AE3N AMRO Securities

For example, reliance on the relief contained in this letter would not prevent the Barclays Prospective

Purchasers from making purchases of ABN AMRO Shares outside the Offer on behalf of Barclays in such

Offer pursuant to relief granted in the letter regarding the cash tender offer by Sulzer AG for the ordinary

shares of Bodycote International plc (March 2,2007) (the "Sulzer Letter") or pursuant to a separate

no-action letter from the staff and consistent with local law. In particular, the Barclays Prospective

Purchasers and their Affiliates and Departments desiring both to engage in the Trading Activities and to

make purchases on behalf of Barclays and its agents outside of the Offer (where such purchases are

permitted by local law and pursuant to the relief granted in the Sulzer Letter or in a separate no-action

letter from the staff granted to Barclays and its agents) would designate an individual trader or traders (the

"Designated Tradersyy)

to make such purchases on behalf of Barclays and its agents, and other than such

purchases made on behalf of Barclays or its agents, the Designated Traders would not make any other

purchases of ABN AMRO Shares during the Offer period.

Securities and Exchange Commission

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.

Securities and Exchange Commission

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

contact George H. White in London at (01 1)44-20-7959-8900 or Margaret E. Tahyar in

Paris at (011) 33-1-56-59-36-70,

Yours sincerely,

beor& H. White

cc:

Racquel Russel

Elizabeth Sandoe

David Orlic

(Securities and Exchange Commission)

Judith Shepherd

Neil Hodges

Brona McKeown

(Barclays PLC)

Eva Simon Thomas

Penelope Simmers

Nesbit West

(ABN AMRO Holding N.V.)

H. Rodgin Cohen

Alan P.W. Konevsky

Dinesh D. Banani

(Sullivan & Cromwell LLP)

Thomas J. Reid

John B. Meade

Harold J.G.Brunink

(Davis Polk & WardweII)

Margaret E. Tahyar

Securities and Exchange Commission

Joanne Quinn

Mark Rhodes

(Citigroup Global Markets Limited)

Leland Goss

(Credit Suisse Group)

Nicholas Hunt

Tadh Flood

(Deutsche Bank AG)

Michael Pitt

Geoffrey Madle

(JPMorgan Chase & Co.)

Naomi Wiesen

Naomi Buffery

(Lazard & Co., Limited and Lazard Freres & Co. LLC)

Piers Roberts

(Lehman Brothers Europe Limited)

Richard Rosenthal

(Morgan Stanley & Co. Limited)

David Fitzgerald

(UBS AG)

Jonathan Westcott

(NM Rothschild & Sons Limited)

Bertie Whitehead

(Hoare Govett Limited)

Richard Buckingham

(Goldman Sachs International)

Sebastian R. Sperber

(Cleary Gottlieb Steen & Hamilton LLP)

Securities and Exchange Commission

Ashar Qureshi

(Cleary Gottlieb Steen & Hamilton LLP)