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

July 20,2007

Lawrence Vranka, Esq.

Linklaters LLP

1345 Avenue of the Americas

New York, NY 10105

George Karafotias, Esq.

Shearman & Sterling LLP

Broadgate West

9 Appold Street

London EC2A 2AP

United Kingdom

William Rogers, Esq.

Cravath, Swaine & Moore LLP

Citypoint

One Ropemaker Street

London EC2Y 9HR

United Kingdom

Gregory Astrachan, Esq.

Willkie Farr & Gallagher LLP

1 Angel Court

London EC2R 7HJ

United Kingdom

Re:

Proposed Offer for ABN AMRO Holding NV by Royal Bank of Scotland Group

PLC, Banco Santander Central Hispano SA and Fortis SA/NV and Fortis N.V.

File No. TP 07-74

Gentlemen:

This is in response to your letter dated July 19,2007. A copy of that letter is attached

with this response. By including a copy of your correspondence, we avoid having to repeat or

summarize the facts you presented. The defined terms in this letter have the same meaning as in

your letter, unless otherwise noted.

On the basis of your representations and the facts presented, but without necessarily

concurring in your analysis, the United States Securities and Exchange Commission

("Commission") hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act

of 1934 ("Exchange Act") to permit the Consortium Prospective Purchasers to purchase or

arrange to purchase ABN AMRO Shares otherwise than pursuant to the Offers, 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 Dutch Offer is required to be conducted in accordance with Dutch law, in

particular the Dutch Takeover Regulations;

Lawrence Vranka, Esq., Linklaters LLP

George Karafotias, Esq., Shearman & Sterling LLP

William Rogers, Esq., Cravath, Swaine & Moore LLP

Gregory Astrachan, Esq., Willkie Farr & Gallagher LLP

July 20,2007

Page 2 of 3

3.

The Consortium Prospective Purchasers will not make any purchases or

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

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

to the Offers; and

4.

The existence of the Agreement on Mutual Administrative Assistance in the

Exchange of Information in Securities Matters between the Commission and the

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 Offers, 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 Offers by the Consortium Prospective Purchasers shall be

included prominently inthe Offer Document;

3.

The Consortium 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 Consortium Prospective Purchasers outside of the

Offers subsequent to the announcement date;

4.

The Consortium 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 Consortium Prospective

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

consideration paid for ABN AMRO Shares outside of the Offers;

6.

The Consortium 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 the Consortium Prospective

Purchasers outside of the Offers, 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;

Lawrence Vranka, Esq., Linklaters LLP

George Karafotias, Esq., Shearman & Sterling LLP

William Rogers, Esq., Cravath, Swaine & Moore LLP

Gregory Astrachan, Esq., Willlue Farr & Gallagher LLP

July 20,2007

Page 3 of 3

7.

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

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;

8.

The Consortium 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 Offers;

9.

Representatives of the Consortium 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 Consortium Prospective Purchasers

shall comply with Rule 14e-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 Offers as

described above. The Offers 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, we direct your attention to the anti-fiaud and anti-manipulation provisions of

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

10b-5 thereunder. The participants in the Offers 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 Offers may raise, including, but not limited to, the adequacy of

disclosure concerning, and the applicability of any other federal or state laws to, the Offers.

For the Commission,

by the Division of Market Regulation,

pursuant to delegated authority,

kes A. Brigagliano

Associate Director

Attachment

Linklaters U P

1345 Avenue of the Americas

New York, NY 10105

United States

/'

Shearman 8 Sterling LLP

Broadgate West

9 Appold Street

London ECPA 2AP

United Kingdom

Cravath, Swaine 8 Moore U P

Citypoint

One Ropemaker Street

London EC2Y 9HR

United Kingdom

Willkie Fan & Gallagher LLP

1 Angel Court

London ECPR 7HJ

United Kingdom

Mr. James Brigagliano

Associate Director

Division of Market Regulation

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

United States

July 19,2007

Proposed Offer for ABN AMRO Holding NV by The Royal Bank of Scotland Group plc, Banco

Santander Central Hispano, S.A. and Fortis SANV and Fortis N.V.

Dear Mr. Brigagliano:

We are writing jointly, on behalf of our respective clients, The Royal Bank of Scotland Group plc, a

public limited company organized under the laws of the United Kingdom and registered in Scotland

("FIBS), Banco Santander Central Hispano, S.A., a bank organized under the laws of the Kingdom of

Spain ("Santander"), and Fortis SAINV, a company incorporated in Belgium, and Fortis N.V., a public

limited liability company incorporated in the Netherlands (together "Fortis"and, together with RBS and

Santander, the "Consortium"). On May 29, 2007, the Consortium announced a proposed offer to

acquire all of the outstanding shares of ABN AMRO Holding NV, a public limited liability company

incorporated in the Netherlands ("ABN AMRO). The proposed offer would comprise an offer for all

the outstanding ordinary shares, nominal value of €0.56 per share, of ABN AMRO ("ABN AMRO

Ordinary Shares") and American Depositary Shares ("ADSs"), each representing one ABN AMRO

Ordinary Share, of ABN AMRO ("ABN AMRO ADSs" and, together with the ABN AMRO Ordinary

Shares, "ABN AMRO Shares"). The proposed offer will be made by a newly established special

purpose vehicle jointly owned by the Consortium members. The ABN AMRO Ordinary Shares are

listed on Euronext Amsterdam and the New York Stock Exchange (the "NYSE) and the ABN AMRO

ADSs are listed on the NYSE (such exchanges collectively referred to in this letter as the

"Exchanges").

Pursuant to revised terms of the proposed offer, announced by the Consortium on July 16,2007, ABN

AMRO shareholders would have the right to exchange each of their ABN AMRO Shares for (i) €35.60

in cash and (ii)0.296 newly issued ordinary shares, nominal value of £0.25 per share, of RBS ("RBS

Ordinary Shares"). Prior to completion of the proposed offer, RBS intends to establish an American

Page 1 of 12

Depositary Receipt facility in the United States in which former holders of ABN AMRO Shares who

received RBS Ordinary Shares in the proposed offer would be able to deposit their RBS Ordinary

Shares in exchange for ADSs representing RBS Ordinary Shares ("RBS ADSs"). It is expected that

an application would be made to list the RBS ADSs on the NYSE.

The proposed offer is expected to comprise:

a US offer made pursuant to the US Offer Document (the "US Offer Document") to all

holders of ABN AMRO Ordinary Shares who are located in the United States and to all

holders of ABN AMRO ADSs, wherever located (the "US Offer"); and

w

a Dutch offer made pursuant to the Dutch Offer Document (the "Dutch Offer

Document", collectively referred to with the US Offer Document as the "Offer

Document") to all holders of ABN AMRO Ordinary Shares who are located in the

Netherlands and to all holders of ABN AMRO Ordinary Shares who are located outside

of the Netherlands and the United States, if, pursuant to the local laws and regulations

applicable to such holders, they are permitted to participate in such offer (the "Dutch

Offer" and, together with the US Offer, the "OffersJ').

The Dutch Offer would be structured to comply with the applicable requirementsof the Dutch Financial

Supervision Act (Wet financieel toezich), the Dutch Securities Market Supervision Act (Wet toezicht

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

effectenverkeer 1995) and the relevant regulations promulgated thereunder (collectively, 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 US Offer would be structured to comply with

the applicable requirements of 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 well as

the applicable provisions of the US Securities Act of 1933 (the "SecuritiesAct"). As discussed below,

the Consortium expects that the US Offer would be a 'Tier II" offer. The US Offer would, to the extent

applicable, also be governed by the Dutch Takeover Regulations as well as the applicable rules and

regulations of the AFM. The Offers would be made pursuant to the Offer Document published on or

shortly after the date the Offers are formally commenced.

As previously discussed with members of the staff (the "Staff") of the Securities and Exchange

Commission (the "Commission"),the Consortium is requesting exemptive relief from Rule 14e-5

promulgated under the Exchange Act to permit purchases or arrangements to purchase ABN AMRO

Shares by RBS, Santander and Fortis, any of their subsidiaries or subsidiary undertakings and any

advisor, broker or financial institution acting as an agent or for the account or benefit of RBS,

Santander andlor Fortis (collectively, the "Consortium Prospective Purchasers"), outside of the

Offers in accordance with Dutch law.

Linklaters LLP and Shearman & Sterling LLP are acting as US counsel to RBS. RBS has provided

and authorized LinWaters LLP and Shearman & Sterling LLP to make on their behalf the factual

representations set forth in this letter. Cravath, Swaine & Moore LLP is acting as US counsel to

Santander. Santander has provided and authorized Cravath, Swaine & Moore LLP to make on their

behalf the factual representations set forth in this letter. Willkie Farr 81Gallagher LLP is acting as US

Page 2 of 12

counsel to Fortis. Fortis has provided and authorized Willkie Farr & Gallagher LLP 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 Dutch Offer and to the Consortium have been reviewed

by Linklaters LLP, Dutch counsel to the Consortium. The statements contained in this letter with

respect to ABN AMRO are based on publicly available filings in the United States and the Netherlands.

1

Factual Background

ABN AMRO

According to ABN AMRO's Annual Report on Form 20-F for the year ended December 31,2006 filed

with the Commission, 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 56 countries as at December 31, 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 31, 2006. ABN AMRO has a substantial presence in Brazil, Italy and the

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

on total assets held as at December 31, 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 Yoreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act and the

ABN AMRO Ordinary Shares are registered under Section 12(b) of the Exchange Act. According to

ABN AMROs Annual Report on Form 20-F for the year ended December 31, 2006 filed with the

Commission, 1,853,786,791 ABN AMRO Ordinary Shares (including shares underlying the ABN

AMRO ADSs) were issued and outstanding.

RBS

RBS is the holding company for one of the world's largest banking and financial services groups, with

a market capitalization of E62.8 billion at the end of 2006. Headquartered in Edinburgh, Scotland,

RBS operates in the United Kingdom, the United States and internationally through its two principal

subsidiaries The Royal Bank of Scotland plc and National Westminster Bank plc, which are major UK

clearing banks. In the United States, RBS's subsidiary, Citizens Financial Group, Inc. was ranked the

eighth largest commercial banking organization by deposits at the end of 2006. RBS has a large and

diversified customer base and provides a wide range of products and services to personal,

commercial and large corporate and institutional customers. As at December 31, 2006, RBS had total

assets of £871.4 billion and shareholders' equity of E40.2 billion.

RBS is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act and ADSs, each

representing one non-cumulative dollar preference share, are registered under Section 12(b) of the

Exchange Act. As at December 31, 2006, 3,152,844,335 RBS Ordinary Shares were issued and

outstanding. The RBS Ordinary Shares are listed on the London Stock Exchange and ADSs in

respect of RBS's non-cumulativedollar preference shares are listed on the NYSE.

Santander

Page 3 of 12

Santander is the parent bank of the Santander Group, one of the world's largest banking groups by

market value, with a market capitalization of a 8 . 4 billion at the end of 2006. Headquartered in

Madrid, Spain, the Santander Group operates in three geographic areas: (i) Continental Europe, where

the main institutions are Santander, Banco Espaiiol de CrMito, Banco Banif, Santander Consumer

Finance and Banco Santander Totta; (ii) the United Kingdom, where the main institution is Abbey

National; and (iii) Latin America, mainly Brazil, Mexico, Chile, Argentina, Puerto Rico, Venezuela and

Colombia. Santander is incorporated under, and governed by, the laws of the Kingdom of Spain. The

Santander group's main business areas are retail banking, wholesale banking and asset management

and insurance. As at December 31, 2006, Santander had total assets of €833.9 billion and

shareholders' equity of €40.1 billion.

Santander is a "foreign private issuer" as defined in Rule 3b-4(c) of the Exchange Act and its ordinary

shares and ADSs, each representing one Santander ordinary share, are registered under Section

12(b) of the Exchange Act. As at December 31,2006, 6,254,296,579 Santander ordinary shares were

issued and outstanding. Santander's ordinary shares and ADSs are listed on the NYSE.

Fortis

Fortis is an international provider of banking and insurance products and services to personal,

business and institutional customers. Fortis delivers a comprehensive package of financial products

and services through its own distribution channels and via intermediaries and other partners.

With total assets of €775 billion and shareholders' equity of €20.6 billion at December 31, 2006, Fortis

ranks among the twenty largest financial institutions in Europe based on a market capitalization of

€43.3 billion at December 31, 2006, and has a presence in over 50 countries and approximately

57,000 employees (full time equivalents).

In its home market, the Benelux countries, Fortis occupies a leading position in each of its principal

business segments, banking and insurance. Fortis's retail banking operations are a market leader in

the Benelux region. Fortis has developed an integrated, European-wide network to serve its

international client base. Fortis also operates worldwide in selected activities, such as fund

administration, trade finance, shipping finance, export and project finance and global markets. In

specific countries in Europe and Asia it exploits its know-how and experience in banking and

insurance, and is a market leader in bancassurance in Portugal.

Fottis is a "foreign private issuer" as defined in Rule 3b-4(c) of the Exchange Act and claims the

exemption from registration in the United States pursuant to Rule 12g3-2(b) under the Exchange Act.

As at December 31, 2006, 1,342,815,545 unified Fortis shares were issued and outstanding. The

Fortis shares are primarily listed on Euronext Brussels and Euronext Amsterdam.

2

Qualification for Tier II Relief

In conducting the US Offer as described in this letter, the Consortium expects to be able to rely on

Rule 14d-l(d) under the Exchange Act, which provides exemptive relief from otherwise applicable

rules to persons engaged in a tender offer under certain conditions ("Tier II Relief'). In order for an

offer to qualify for Tier II 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

Page 4 of 12

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 the instructions to Rule 14d-1, the issuer of the subject securities will be presumed to be a

foreign private issuer and US 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 the 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-month period ending 30 days before

commencement of the offer, exceeds 40% of the worldwide aggregate trading volume of that class of

securities over the same period; (iii) the most recent annual report or annual information filed or

submitted by the issuer with the securities regulators of its home jurisdiction or with the Commission

indicates that US holders hold more than 40% of the outstanding subject class of securities; or (i) the

bidder knows or has reason to know that the level of US ownership exceeds 40% of the outstanding

subject class of securities.

As of the date hereof, the Consortium has not entered into an agreement with ABN AMRO with

respect to the making of the Offers. The aggregate trading volume of the ABN AMRO Ordinary Shares

(including the shares underlying the ABN AMRO ADSs) on all national securities exchanges in the

United States (i.e., the NYSE) wer the 12-calendar-monthperiod ending June 30,2007, was less than

40% of the worldwide aggregate trading volume of the ABN AMRO Ordinary Shares (including shares

underlying ABN AMRO ADSs) over the same period. This is based on data from Bloomberg which

shows that, during the 12-calendar-monthperiod ended June 30, 2007, the worldwide aggregate

trading volume of the ABN AMRO Ordinaty Shares was 4,273,665,480 of which 3.7% were shares

traded on the NYSE. The most recent annual report or annual information filed or submitted by ABN

AMRO with the Dutch Trade Register of the Chamber of Commerce or with the Commission does not

indicate that US holders hold more than 40% of the outstanding ABN AMRO Ordinary Shares

(including shares underlying the ABN AMRO ADSs). Finally, the Consortium does not know or have

reason to know that the level of US ownership exceeds 40% of the outstanding ABN AMRO Ordinary

Shares (including shares underlying the ABN AMRO ADSs). According to publicly available

information regarding ABN AMRO Ordinary Shares for which holders could be identified, as at

December 31, 2006, approximately 15.5% of the issued and outstanding ABN AMRO Ordinary Shares

were held by persons located in the United States. On the basis of the foregoing, the Consortium

intends that the US Offer would be made in reliance on the exemption afforded by Rule 14d-i(d) under

the Exchange ~ c t . '

3

Proposed Structure of the Offers

As discussed above, it is expected that the proposed offer would comprise the US Offer and the Dutch

Offer. The Offers would be made on the same terms, and completion of each of the Offers would be

subject to the same conditions.

It should be noted that the availability of such Tier I1 Relief was also relied upon by Barclays PLC in the Letter regarding the

Combination of Barclays PLC and ABN AMRO Hddings N.V. (April 24,2007).

Page 5 of 12

The Dutch Offer 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 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 Euronext Regulators, dated January 25, 2007, concerning

consultation and cooperation regarding the implementation of securities laws with respect to certain

matters. In connection with the Dutch Offer, the Consortium would submit to the AFM a draft Dutch

Offer Document for its comment and approval. Following the AFM's approval of the Dutch Offer

Document, an advertisement in a Dutch daily newspaper would be published announcing the

availability of the Dutch Offer Document.

The US Offer would be structured to comply with the applicable requirements of Sections 14(d) and

14(e) of the Exchange Act and the rules and regulations promulgated thereunder, as well as the

applicable provisions of the Securities Act. As discussed above, the Consortium expects that the US

Offer would be a "Tier II" offer. In connection with the US Offer, RBS would file a Registration

Statement on Form F-4 with the Commission in respect of the RBS Ordinary Shares to be issued

pursuant to the US Offer and the Consortium would file a Tender Offer Statement on Schedule TO with

the Commission in respect of the US Offer and the US Offer Document, which will include the

prospectus contained in the Registration Statement, would, depending on ABN AMRO's election

pursuant to Rule 14d-5 under the Exchange Act, be malled or be made available to ABN AMRO for

mailing to holders of ABN AMRO Ordinary Shares located in the United States and to holders of ABN

AMRO ADSs, wherever located. The US Offer would, to the extent applicable, also be governed by

the Dutch Takeover Regulations as well as the applicable rules and regulations of the AFM.

Under current Dutch Takeover Regulations, the acceptance period for the Dutch Offer may not be less

than 30 calendar days (in the case of an unsolicited offer), while there is no statutory limitation on the

maximum duration of the acceptance period (the initial acceptance period or any extension thereof

should not, however, be unduly lengthy). Given the applicable requirements of the Dutch Takeover

Regulations, the requirements of the US tender offer rules and the intention of the Consortium to

structure the Offerssuch that the US Offer and the Dutch Offer commence and end on the same date,

the Offers would remain open for an initial acceptance period of at least 20 US business days (such

period, as may be extended, the "Acceptance Period').

The Consortium may, from time to time, extend the Acceptance Period until all the conditions to the

Offers are satisfied or, if legally permissible, waived. Any extension of the initial Acceptance Period as

well as any extension of the extended Acceptance Period must, under Dutch Takeover Regulations, be

announced no later than the third Euronext Amsterdam trading day after expiration of the initial or, as

the case may be, extended Acceptance Period. The Consortium would also extend the US Offer to

the extent required by applicable US tender offer rules or to the extent the Consortium extends the

Dutch Offer if required by applicable Dutch Takeover Regulations.

Under US tender offer rules, if the Consortium makes material changes to the terms of the US Offer,

the Consortium (i)would be required to promptly disseminate such changes to holders of ABN AMRO

Ordinary Shares who are located in the United States and to holders of ABN AMRO ADSs, wherever

Page 6 of 12

located, in a manner reasonably designed to inform them of such changes and (ii) may be required to

extend the heptance Period for the US Offer to permit time for adequate dissemination thereof.

If the Consortium extends the Acceptance Period, it would make an announcement to that effect within

three Euronext Amsterdam trading days after the previously scheduled expiration of the Acceptance

Period. The Consortium would announce any extension of the Acceptance Period by issuing a press

release on, among others, the Dow Jones News Service and by publication in the Daily Official List of

Euronext Amsterdam. During a'ny exlension of the Acceptance Period, any ABN AMRO Shares validly

tendered and not properly withdrawn in either the US Offer or the Dutch Offer would remain subject to

such Offer, subject to the right of each holder to withdraw the ABN AMRO Shares already tendered by

such holder. If the Consortium extends the period of time during which the Offers are open, the

Acceptance Period for each Offer would expire on the latest date to which the Consortium extends the

Offers.

In accordance with Dutch Takeover Regulations, within five Euronext Amsterdam trading days after the

expiration of the Acceptance Period for the Dutch Offer (einde aanmeldingstermijn), the Consortium

would make a public announcement stating:

(i)

that all conditions to the Offers have been satisfied or, to the extent permitted, waived,

and declaring the Dutch OfFer to be unconditional (gesfanddoening); or

(ii)

that the conditions to the Offers have not been satisfied or, to the extent permitted,

waived, and that, accordingly, the Offers have been terminated.

Such announcement would be made by publication in the Daily Official List of Euronext Amsterdam

and by means of a press release on, among others, the Dow Jones News Service.

The final results of the Dutch Offer must be announced within five Euronext Amsterdam trading days

after the end of the Acceptance Period. As described above, the US Offer and the Dutch Offer would

be subject to the same conditions, and acceptances of the US Offer and the Dutch Offer would be

counted on a combined basis for purposes of determining whether at least 80% of the issued and

outstanding ABN AMRO Ordinary Shares, calculated on a fully diluted basis, have been validly

tendered (the "Minimum Acceptance Condition").

Acceptance of ABN AMRO Shares validly tendered and not withdrawn prior to the expiration of the

Acceptance Period would occur only after it is determined that all conditions (including the Minimum

Acceptance Condition) to the Offers have been satisfied or, to the extent permitted, waived. As the

Consortium believes that Tier II Relief will be available, exchanges of RBS Ordinary Shares and

payment of cash for tendered ABN AMRO Shares in the US Offer would be conducted in accordance

with Dutch law and takeover practice and would typically occur no later than five Euronext Amsterdam

trading days after the date the Dutch Offer is declared unconditional (gestanddoening). The

Consortium would transfer the consideration for the tendered ABN AMRO Shares in accordance with

Dutch law and takeover practice. The Consortium intends for the settlement of the US Offer and the

Dutch Offer to occur on the same date.

The Consortium would reserve the right to provide a subsequent acceptance period of no more than

15 EuronextAmsterdam trading days after the expiration of the Acceptance Period, as permitted under

Page 7 of 12

current Dutch Takeover Regulations, but in no event more than 20 US business days in length as

required by Rule 14d-11 under the Exchange Act.

The Consortium will require additional relief from the requirements of the rules and regulations under

the Exchange Act in connection with the structure of the US Offer, which relief will be requested in a

separate letter or letters to the Staff.

4

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 transaction 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 purchase of a target company's securities

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

Consequently, absent Rule 14e5,Dutch law would permit the Consortium Prospective Purchasers to

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

offered in the Offers, with no requirement to increase the consideration offered in the Offers.

Dutch Takeover Regulations require that an offeror and the target company disclose any purchases of

the target company's securities (or rights to acquire securities) following the time at which a public

announcement about the preparation or making of 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 securities (or rights to acquire securities) in ABN AMRO as a result of

which such person's capital interest or voting interest 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 Consortium Prospective Purchasers will not purchase or arrange to purchaseABN AMRO Shares

on a stock exchange at a price greater than the value of the consideration offered in the Offers with

respect to any purchases of ABN AMRO Shares by or on behalf of the Consortium outside of the

Offers in accordance with Dutch law.

Application of Rule 14e-5

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 (i)the

offeror and its affiliates, (ii) the offeror's dealer-manager and its affiliates, (iii) any advisor to any of the

It should be noted that such purchases above the relevant thresholds would also trigger reporting obligations under Section

13 of the Exchange Act.

Page 8 of 12

foregoing, whose compensation is dependent on the completion of the offer and (iv) any person

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

Rule 14e-5 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 pro-rationing

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 'Ylexible

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."

The Consortium Prospective Purchasers are requesting relief from Rule 14e-5 in order to permit

purchases or arrangements to purchase ABN AMRO Shares by or on behalf of any members of the

Consortium outside of the Offers in accordance with Dutch law.

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 prwided 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 the 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 principat trading market for the target's

securities is outside the United States.

In the context of the Offers, (i) the Consortium 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 from Rule 14e-5, (ii) the Offers would

be made on the same basis to US and non-US holders, with US holders being entitled to participate in

the US Offer on economic terms as least as favorable than those offered to holders of ABN AMRO

Ordinary Shares in the Dutch Offer, (iii) the consideration for the Offers would consist of RBS Ordinary

Shares and cash,3 (iv) the AFM would have primary regulatory authority over the Dutch Offer and it

would be fully regulated under the Dutch Takeover Regulations and (v) the principal trading market for

the ABN AMRO Ordinary Shares is outside the United States.

The Commission has granted a number of exemptions from Rule 14e-5 and Rule lob-I3 (the

predecessor to Rule 14e-5) to permit purchases by offerors or persons acting on behalf of offerors. In

The cash portion of the consideration offered in the proposed Offers represented approximately 93% of the total

consideration as at July 16,2007.

Page 9 of 12

particular, we note that in the Letter regarding the Combination of Barclays PLC and ABN AMRO

Holdings N.V. (April 24, 2007), the Commission recently granted Barclays PLC and certain persons

acting on its behalf the ability to engage in such purchases. We also note that in the Letter regarding

the Sulzer AG Offer for Bodycote International plc (March 2, 2007), the Commission granted classwide exemptive relief under Rule 14e-5 to offerors that wish to purchase shares of a foreign private

issuer target outside of the tender offer in certain prescribed circumstances, nearly all 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 exernptive relief under Rule 14e-5 in connection with the offer

by Dexia Banque lnternationale 21 Luxembourg for Kempen & Co N.V. (June 19, 2001), the offer by

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

Company N.V. (November 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 Consortium Prospective Purchasers or their respective affiliates

made purchases of ABN AMRO Shares 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 14ed(d), as set forth below. We have been requested by the Consortium to emphasize that this

letter does not reflect an admission that Rule 14e-5 would apply to such purchases of ABN AMRO

Shares outside the United States in the absence of such exemptive relief.

5

Requested Exemptive Relief

Based on the foregoing, we respectfully request, on behalf of the Consortium Prospective Purchasers,

that the Commission grant relief from Rule 14e-5 in order to permit purchases or arrangements to

purchase ABN AMRO Shares by or on behalf of the Consortium outside of the Offers in accordance

with Dutch law, through expiration of the Offers4 With respect to any purchases of ABN AMRO

Shares by or on behalf of the Consortium outside of the Offers in accordance with Dutch law, none of

the Consortium Prospective Purchasers will purchase ABN AMRO Shares on the Exchanges at a price

greater than the value of the consideration offered in the Offers, and if any Consortium Prospective

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

the Consortium will pay in the Offers the highest consideration paid by such Consortium Prospective

Purchaser in any such off-exchangetransactions.

In addition, the foregoing request for exemptive relief will be subject to the following conditions:

With respect to purchases by the Consortium Prospective Purchasers that may be made solely pursuant to the Dutch Offer

during the pendency of the US Offer, the Consortium intends to rely on the class relief granted by the Division of Market

Regulation regarding the Proposed Exchange Offer by Mittal Steel for Arcelor (June 22, 2006). In addition, the Consortium

members are not requesting relief hereby from Rule 14e-5 in connection with their ordinary course trading activities. With

regard to such activities, the Consortium members, each of whom has an affiliate or separately tdentifiable department acting

as "financial advisor n connection w~ththe Offers, and such affiliates and separately ident~fiabledepartments, plan to rely

upon the letter regarding Rule 14e-5 Relief for Certain Trading Activities of Financial Advisors (April 4, 2007) pursuant to

which the Division of Market Regulation has granted class relief in the context of cross-border offers.

Page 10 of 12

0)

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

to the Offers, will be made in the United States, unless otherwise permitted under Rule

14e-5;

(ii)

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

outside of the Offers by the Consortium Prospective Purchasers and the manner in

which information regarding such purchases will be disseminated will be included

prominently in the Offer Document;

(iii)

The Consortium Prospective Purchasers will disclose in the United States, to the extent

that such information is made public in the Netherlands pursuant to the Dutch Takeover

Regulations, inforrnation regarding all purchases of ABN AMRO Shares by or on behalf

of the Consortium outside of the Offers subsequent to the announcement date;

The Consortium Prospective Purchasers will comply with applicable requirements under

Dutch law, including the Dutch Takeover Regulations;

The Consortium Prospective Purchasers will 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 the Consortium outside of the Offers, on a

transaction-by-transaction basis, including: (i) size, broker (if any), time of execution and

price of purchase and (ii) the exchange, quotation system or other facility through which

the purchase occurred;

(vi)

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

Purchasers will transmit the information specified above to the Division of Market

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

(vii)

The Consortium Prospective Purchasers will 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 Offers;

(viii)

Representatives of the Consortium Prospective Purchasers will be made available (in

person at the offices of the Division of Market Regulation in Washington, D.C. or by

telephone) upon request to respond to inquiries of the Division of Market Regulation

relating to their records; and

Except as otherwise exempted herein, the -Consortium Prospective Purchasers will

comply with Rule 14e-5.

If you have any questions or require any additional information, please contact Larry Vranka (212-9039211), Tom Shropshire (011-44-207-456-3223), or Colin Greenspon (212-903-9102).

Page 11 of 12

Yours sincerely,

Lawrence Vranka, Jr. George Kar otias

Linklaters LLP

Shearman & Sterling

LLP

CC:

William Rogers

Cravath, Swaine & Moore

LLP

Gregory Astrachan

Willkie Farr & Gallagher

LLP

Matthew Landon

Securities and Exchange Commission

Miller McLean

Chris Campbell

Royal Bank of Scotland Group plc

Juan Guitard

Banco Santander Central Hispano S.A.

Jeannine Quaetaert

Fortis SA/1VV and Forfis N. V,

Thomas B. Shropshire, Jr.

Colin H. Greenspon

Linklaters LLP

Babett Carrier

Shearman & Sterling LLP

Richard Hall

Philip J. Boeckman

Cravath, Swaine & Moore LLP

Maurice Lefkort

Larry Bergmann

Willkie Farr & Gallagher LLP

Page 12 of 12