SEC Division of Corporation Finance no-action letter: Barclays PLC tender offer for ABN AMRO Holding N.V.

Securities Exchange Act of 1934 - Section 14(d)(5) Rule 14d-4(d)(2) Rule 14d-7(a)(1) Rule 14d-10(a)(2) Rule 14d-11(b), (e) and (f)

August 7, 2007

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

George H. White Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United Kingdom

Re:

Exchange offer by Barclays PLC for all outstanding Shares and ADSs of ABN AMRO Holding N.V.

Dear Mr. White:

We are responding to your letter dated August 6, 2007 addressed to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid reciting or summarizing the facts set forth in your letter, we have attached a photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of August 6, 2007.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

Rule 14d-11(e) under the Exchange Act. The exemption from Rule 14d-11(e) permits Barclays to pay for ABN AMRO Shares and ABN AMRO ADSs tendered during any Subsequent Offer Period as soon as practicable, and in no event later than five Dutch trading days after the termination of the Subsequent Offering Period, as permitted by Dutch law and practice.

Section 14(d)(5) of the Exchange Act and Rule 14d-7(a)(1) thereunder. The exemption from Section 14(d)(5) of the Exchange Act and Rule 14d-7(a)(1) thereunder allows Barclays to terminate withdrawal rights in the Offer at the expiration of the Initial Offering Period if all conditions to the Offer, other than the Minimum Acceptance Condition, have been satisfied

or waived, for a period of no longer than five Dutch trading days to permit the determination of whether the Minimum Acceptance Condition has been satisfied, in accordance with Dutch law and practice.

Rule 14d-4(d)(2) under the Exchange Act. The exemption from Rule 14d-4(d)(2) allows Barclays to waive the Minimum Acceptance Condition in the event that the number of ABN AMRO Shares (including Shares represented by ADSs) validly tendered and not properly withdrawn in the Offer represents not less than a majority of the issued and outstanding ABN AMRO Shares (including Shares represented by ADSs), without extending the Initial Offering Period and without providing withdrawal rights after such waiver, in accordance with Dutch law and practice and under the circumstances described in your letter. We note in particular in granting such relief that if Barclays waives the Minimum Acceptance Condition under those circumstances, it will provide the disclosure and the procedural safeguards described in your letter of August 6, 2007.

Rule 14d-10(a)(2) under the Exchange Act. The exemption from Rule 14d-10(a)(2) permits Barclays to allow only holders of ABN AMRO Shares the opportunity to elect to exchange their Shares through the Alternative Exchange Process. All tendering holders of ABN AMRO ADSs must exchange their securities through the Primary Exchange Process. This exemption is also granted to permit Barclays to offer the Mix and Match Election in the Initial and Subsequent Offering Periods, using the off-set mechanism described in your letter.

Rules 14d-11(b) and (f) under the Exchange Act. This exemption allows Barclays to offer the Mix and Match Election in the Subsequent Offering Period in the manner described in your letter.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated August 6, 2007, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also 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 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

For the Commission, by the Division of Corporation Finance pursuant to delegated authority

Brian V. Breheny Chief Office of Mergers and Acquisitions

Incoming Letter:

The Incoming Letters are in Acrobat format.

Incoming Letter 1

Incoming Letter 2

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SULLIVAN & CROMWELLLLP A LIMITED LIABILITY PARTNERSHIP TELEPHONE: +44 (0)20-7959-8900 FACSIMILE: +44 (0)20-7959-6950 WWW.sU~.ObM *@Mw+ i b FRANKFURT PARIS LOS ANBELE NEW YORK PAL0 ALTO. WASHINGTON, D.C. , BElJlNG HONG KONO TOKYO I MELBOURNE. SYDNEY August 6,2007 BY Hand and E-mail Division of Corporation Finance, U.S. Securities and Exchange Commission,

100 F Street, N.E.,

Washington, D.C. 20549,
United States of America.
Attn: Brian V. Breheny, Chief, Office of Mergers & Acquisitions Christina E. Chalk, Special Counsel, Oflice of Mergers & Acquisitions Re: Barclays PLC: Request for Exemptive Relief in Connection with Offer for ABN AMRO Holding N.V. Dear Mr. Breheny and Ms. Chalk:
We are writing on behalf of our client Barclays PLC, a public limited company organized under the laws of England ("Barclavs"), in connection with its proposed offer (the "Offer") for ABN AMRO Holding N.V., a public limited company organized under the laws of The Netherlands ("ABN AMRO"). As described in Section 1.C below, the Offer will consist of an exchange offer of (1) ordinary shares of Barclays ("Barclays Shares") and cash for all of the outstanding ordinary shares of ABN AMRO ("ABN AMRO Shares") and (2) Barclays American Depositary Shares, each representing four Barclays Shares ("Barclavs ADSs") and cash, for all of the outstanding ABN AMRO American Depositary Shares, each representing one ABN AMRO Share ("ABN AMRO ADSs"). As previously discussed with members of the st ff (the "Mf')of the Commission, we respectfully request on behalf of Barclays the Commission grant exemptive relief from:
Sullivan 8 Cromwdl LLP is a registered limited liability partnership established under the laws of th The personal liability of our partners is limited to the extent provided in such laws. Additional information is available A list of the partners' names and professional qualicaUons is available for Inspection at the above address. All partners are either registered foreign lawyers in England and Wales or solicitors. Regulated by the Solicitors Regulation Authority.

U.S.Securities and Exchange Commission 1 a. Rule 14d-11(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to permit Barclays to pay for ABN AMRO Shares and ABN AMRO ADSs tendered during any Subsequent Offering Period (as defined below) as soon as practicable, and in no event more than five Dutch trading days, following completion of the Subsequent Offering Period, in accordance with the requirements of the transaction structure and as permitted by Dutch law and practice; b. Section 14(d)(5) of and Rule 14d-7 under the Exchange Act, to permit Barclays to terminate withdrawal rights in the Offer at the expiration of the Initial Offering Period (as defined below) and during the period, which will in no event last longer than five Dutch trading days, between the expiration of the Offer and the date on which the Offer is declared unconditional and tendered ABN AMRO Shares and ABN AMRO ADSs are thereby accepted, in accordance with the requirements of the transaction structure and as permitted by Dutch law and practice;
c. Rule 14d-4(d) under the Exchange Act, to permit Barclays to terminate
withdrawal rights upon the expiration of the Initial Offering Period and waive the Minimum Acceptance Condition (as defined below) at a percentage in excess of 50% of ABN AMRO's issued and outstanding ordinary share capital after the expiration of the Initial Offering Period and prior to or at the time at which Barclays declares the Offer unconditional, provided that Barclays makes the disclosures and follows the procedural safeguards described in Section 1I.C below; d. Rule 14d-10(a)(2) under the Exchange Act, to permit Barclays to exchange all tendered ABN AMRO ADSs through the Primary Exchange Process (as defined below); and e. Rule 14d- 1 0(a)(2), Rule 14d- 1 1 (b) and Rule 14d- 1 1 (f) under the Exchange Act, to permit Barclays to offer the Mix and Match Election (as defined below) in the Initial Offering Period and in the Subsequent Offering Period.
I. Background
Barclays is a U.K.-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

U.S. Securities and Exchange Commission 1 -3- investment management services. In terms of market capitaliz tion, Barclays is one of the largest financial services companies in the world and, at D I cember 3 1,2006, had total consolidated assets of approximately £996.8 billion (US$1,954.3 billion). It has been operating for more than 300 years and today has approximateljr 27 million customers and approximately 123,000 employees in over 50 countries. Barclays is a leading global provider of investment management products and services and had 2,900 institutional clients in over 50 countries and over £927 billion (US$1,8 15.6 billion) of assets under management at December 3 1,2006. Barclays is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act, and the Barclays Shares and Barclays ADSs are registered under Section 12@) of the Exchange Act. The Barclays Shares are listed on the London Stock Exchange and the Tokyo Stock Exchange, and the Barclays Shares and Barclays ADSs are listed on the New York Stock Exchange (the "NYSE").As of June 30,2007, Barclays had, issued and outstanding, 6,545,102,018 Barclays Shares, options to purchase 417,133,039 Barclays Shares and 871,875 staff shares of £1 each. B. ABN AMRO 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 ($1,303.7 billion) at December 3 1,2006. ABN AMRO is a "foreign private issuer" as deifned in Rule 3b-4(c) under the Exchange Act, and the ABN AMRO Shares and ABN AMRO ADSs are registered under Section 12@) of the Exchange Act. The ABN AMRO Shares are listed on Euronext Amsterdam, Euronext Brussels and Euronext Paris, the ABN AMRO Shares and ABN AMRO ADSs are listed on the NYSE and the ABN AMRO Formerly Convertible Preference Shares are listed on Euronext Amsterdam. As of December 3 1, 2006, 1,936,847,5 16 ABN AMRO Shares were issued, of which 1,853,786,791 were outstanding; depositary receipts in respect of 1,369,8 15,864 convertible preference shares ("ABN AMRO DR Preference Shares") were issued and outstanding; and 44,988 formerly convertible preference finance shares ("ABN AMRO Formerly Convertible Preference Shares") were issued and outstanding. I
C. fie Offer I
On April 23,2007, Barclays and ABN AMRO entered into a merger protocol, which the parties amended on July 23,2007, July 30,2007 and, by letter

U.S. Securities and Exchange Commission 1 agreement, on August 3,2007. The merger protocol, as amended, provides for a combination of their businesses, with Barclays as the holding company for the combined group. The combined group will be created through the Offer, pursuant to which Barclays will offer to exchange (a) 2.13 Barclays Shares and €1 3.15 in cash for each ABN AMRO Share and (b) 0.5325 Barclays ADSs and the U.S.dollar equivalent of €13.15 in cash for each ABN AMRO ADS. ' As described below, holders of ABN AMRO Shares and ABN AMRO ADSs will be able to elect to vary the proportion of cash and Barclays Shares or Barclays ADSs they receive, but the total number of Barclays Shares (including those represented by Barclays ADSs) issued and the total amount of cash paid in connection with the Offer will be fixed. Barclays will make the Offer as a single global offer in The Netherlands, the United States and a number of other jurisdictions in which Barclays is permitted to make the Offer. Barclays expects that the Offer will cornrnenoe in accordance with the timeframe described in Section I.D. below and will expire on a date to be established at the time of commencement, subject to extension (the "Initial Offerinn Period"). Completion of the Offer will be subject to several conditions, including the requirement that 80% or more of the outstanding ABN AMRO Shares (including shares underlying the ABN AMRO ADSs) be validly tendered and not withdrad as of the expiration of the Initial Offering Period (the "Minimum Acceptance Conditionyy). If the Offer is declared unconditional, Barclays may provide a subsequent offering periiod (the "Subsequent Offering Period") in accordance with applicable Dutch and u.4.law. Barclays intends to make available in the Offer two particular features for the benefit of tendering holders of ABN AMRO Shares and ABN AMRO ADSs: a multi￾step exchange process and the Mix and Match Facility.

1. The Exchange Processes
   Barclays will give holders of ABN AMRO Shades the option to elect to receive the Barclays Shares that make up part of their offer codsideration in one of the following two ways. Under the first option (the "Primary Exc~anne Process"), holders of ABN AMRO Shares may elect to receive Barclays Shares in the following series of transactions. Holders will irrevocably undertake (subject to apblicable withdrawal rights) ' The exchange ratios are fixed (subject to the Mix and Match Facility dhscribed below). However, in order to ensure that the value of the exchange does not change other thin as a result of relative fluctuations in market price, the exchange ratios are subject to change in the event of certain specified corporate actions.

U.S. Securities and Exchange Commission 1 to tender their ABN AMRO Shares to Barclays (Netherlands) .V. ("W).In exchange for their ABN AMRO Shares, holders would receiv ,"ordinary shares of BN (the "BN Shares"), which would be transferred by BN's parent, Barclays Investments (Netherlands) N.V. ("BIN"),3to Barclays Nominees (No. 1) Limited, a United Kingdom company acting as nominee for the tendering shareholder (the "Nominee")? Upon receipt of the BN Shares by the Nominee, the listing and exchange agent in The Netherlands (the "Dutch Exchange Agent") will irrevocably instruct that the BN Shares be transferred to Barclays. In exchange for the transfer of the BN Shares to Barclays, Barclays will issue Barclays Shares to the former holders of ABN AMRO Shares. The Primary Exchange Process is expected to ensure that Barclays may rely on an exemption from U.K. stamp duty reserve tax ("SDRT") and issue the Barclays Shares to former holders of ABN AMRO Shares for trading through the clearance and settlement system of Euroclear Nederland (''m9) without charge to SDRT.~ Under the second option (the "Alternative Exchange Process"), holders of ABN AMRO Shares may elect to receive Barclays Shares directly. The Alternative Exchange Process is expected to enable certain holders of ABW AMRO Shares to obtain a U.K. tax deferral on the exchange of ABN AMRO Shares for Barclays Shares. Any trading in the newly-issued Barclays Shares will not be through ENL and, consequently, will be subject to SDRT. Although BN will not issue American Depositary Shares, the process for exchanging ABN AMRO ADSs will be substantively similar to, and is expected to give rise to similar U.K. tax consequences as, the Primary Exchange Process. Holders of ABN AMRO ADSs will tender their ABN AMRO ADSs to The Bank of New York (or its affiliate) as exchange agent in the United States (the "U.S. hxchange Agent"), who will in turn surrender the ABN AMRO ADSs to JPMorgan ~hke, N.A. as depositary for ABN AMRO's American Depositary Receipt facility ("JPM")in exchange for ABN AMRO Shares. The U.S. Exchange Agent will then tender the ABN AMRO Shares BN is a newly-formed entity. Immediately prior to the transfer of the BN Shares by BIN described in this paragraph, BN will be wholly owned by BIN, which in turn is wholly owned by Barclays. After completion of all steps of the Primary Exchange Process, BN will again be wholly owned by BIN. BIN is a newly-formed entity. BIN is currently and will be throughout the Primary Exchange Process wholly owned by Barclays. The Nominee is a newly-formed entity. The Nominee is currently be throughout the Primary Exchange Process wholly owned by Barclays Bank PLC, which in owned by Barclays. In order to facilitate the trading of Barclays Shares on Euronext Amsterdam, the Barclays Shares must be traded through ENL.

U.S. Securities and Exchange Commission 1 received fiom JPM to the Dutch Exchange Agent in exchange for BN Shares and ultimately Barclays Shares pursuant to the Primary Exchange Process. The new Barclays Shares will then be delivered to The Bank of New York as depositary for Barclays American Depositary Receipt facility (the "~epositarv"),6 which will then issue Barclays ADSs to former holders of ABN AMRO ADSS.~
2. Mix and Match Facility
The basic consideration to which each holder of ABN AMRO Shares and ABN AMRO ADSs will be entitled is 2.13 Barclays Shares or 0.5325 Barclays ADSs for each ABN AMRO Share or ABN AMRO ADS tendered (the "Basic Share Consideration") and € 13.15 or its U.S. dollar equivalent in cash for each ABN AMRO Share or ABN AMRO ADS tendered (the "Basic Cash Consideration", and together with the Basic Share Consideration, the "Basic Consideration"). Barclays is offering a facility (the "Mix and Match Facility") pursuant to which holders may elect to vary from the Basic Consideration the proportions in which they receive (1) Barclays Shares or Barclays ADS and (2) cash, subject to availability. The total number of Barclays Shares (includingthose represented by Barclays ADSs) to be issued and the total amount of cash to bq paid under the Offer will not be varied as a result of the Mix and Match Facility. Accor ingly, satisfaction of elections by holders of ABN AMRO Shares and ABN AMRO kDSs under the Mix and Match Facility will depend on the extent to which other holder# make offsetting elections. If elections cannot be satisfied in full, they will be scaled dowri on a pro rata basis (the "Mix and Match Proration"). The Mix and Match Proration will be structured so that any holder who elects to receive more Barclays Shares or Barclays ADSs and less cash will be guaranteed to receive at least the number of Barclays Shares or Barclays ADSs that the holder would have received under the Basic Share Consideration; and any holder who elects to receive more cash than Barclays Shares or Barclays ADSs will be guaranteed to receive at least the amount of cash that the holder would have ieceived under the Basic Cash Consideration. To the extent that elections under the Mix and Match Facility can be satisfied, holders will receive Barclays Shares and Barclays ADSs in lieu of cash, and The delivery of Barclays Shares to the Depositary will involve two steps. First, the Barclays Shares will be issued into ENL's account with CREST, the U.K. settlement and clearance system. ENL will then transfer the Barclays Shares fiom its CREST account to the CREST account of BONY Nominees Limited as nominee for the Depositary. , Subject to the relief requested in Section 1I.Ebelow, holders of ABN &RO ADSs will be required to participate in the Primary Exchange Process; the Alternative Exchange Process will not be open to holders of ABN AMRO ADSs.

U.S. Securities and Exchange Commission ~

vice-versa, on the basis of a fixed rate of €1 1.87 for each ~arcia~s Share and the U.S. dollar equivalent of €47.48 for each Barclays ADS. Holders of ABN AMRO Shares and ABN AMkO ADSs will not be required to make an election under the Mix and Match Facility. If a holder tenders ABN AMRO Shares or ABN AMRO ADSs and does not make an election, the holder will receive the Basic Consideration. The Mix and Match Facility will be offered during the Initial Offering Period and again during any Subsequent Offering Period. Following completion of each of the Initial Offering Period and Subsequent Offering Period, Barclays will only issue the proportion of the total number of Barclays Shares (including those represented by Barclays ADSs) that can be issued in connection with the Offer that corresponds with the proportion of ABN AMRO Shares (including those represented by ABN AMRO ADSs) tendered during such offering period. Similarly, Barclays will only pay the proportion of the total amount of cash that can be paid in connection with the Offer that corresponds with the proportion of ABN AMRO Shares (including those represented by ABN AMRO ADSs) tendered during such offering period.8 However, because the ABN AMRO Shares and ABN AMRO ADSs tendered during the Initial Offering Period will constitute one "pool" for purposes of the Mix and Match Proration, and ABN AMRO Shares and ABN AMRO ADSs tendered during the Subsequent Offering Period will constitute a separate "pool" for purposes of the Mix and Match Proration, two holders who make the same election under the Mix and Match Facility may receive a different mix of cash and Barclays Shares (or cash and Barclays ADSs) if they accept the Offer during the Initial Offering Period as compared to during the Subsequent Offering Period. D. Regulation of the Offer For example, if 90% of ABN AMRO Shares (including those represented by ABN AMRO ADSs) are tendered during the Initial Offering Period, Barclays will issue to holders who tendered in the Initial Offering Period 90% of the total number of Barclays Shares (including those represented by Barclays ADSs) that can be issued in connection with the Offer, and Barclays will pay to holders who tendered in the Initial Offering Period 90% of the total amount of cash that can be paid in connection with the Offer. Then, if 5% of ABN AMRO Shares (including those represented by ABN AMRO ADSs) are tendered during the Subsequent Offering Period, Barclays will issue to holders who tendered in the Subsequent Offering Period 5% of the total number of Barclays Shares (including those represented by Barclays ADSs) that can b issued in connection with the Offer and Barclays will pay to holders who tendered in the Subseq, 1ent Offering Period 5% of the total amount of cash that can be paid in connectionwith the Offer.

U.S. Securities and Exchange Commission ~
-8-
Barclays has filed with the Commission, and the Commission has declared effective, a Registration Statement on Form F-4 (File No. 333-143666), containing a U.S. exchange offer document/prospectus (the "U.S. Offer Document"), to register the new Barclays Shares and BN Shares, and the Depositary intends to file a post-effective amendment to the Registration Statement on Form F-6 (File No. 333-96567) to register the new Barclays ADSs to be issued in the Offer. The Offer will comply with the Exchange Act and the rules and regulations thereunder. Barclays expects that the Offer will be eligible for the relief provided by Rule 14d-l(d) under the Exchange Act ("Tier I1 Relief '). In order to make hs determination, Barclays has relied on information provided by ABN AMRO, which retained Thomson Financial ("Thomson") to conduct an analysis of the geographic location of ABN AMRO's shareholders. Specifically, Thomson was asked to determine U.S. ownership levels as of June 1,2007, which was, according to Thomson, the most recent date for which a comprehensive analysis could be conducted and completed in accordance with the proposed timing of the Offer. In conducting its analysis, Thomson examined the ABN AMRO share register, counting all shareholders with U.S. addresses. Thomson then counted accounts held by brokers, dealers, banks, and other nominees of beneficial owners. While Thomson focused on record owners in the United States and in The Netherlands and the United Kingdom, the home jurisdictions of ABN AMRO and Barclays, respectively, Thomson also determined the residence of beneficial owners in continental Europe (excluding The Netherlands), North America (excluding the United States), and elsewhere in the world. Thomson examined shares held at the Depository Trust Company and by European custodians, including ~uroclear (the central securities depository for Dutch, U.K.,French, and Irish securities) and Iritersettle (the Swiss depository). Thomson also obtained from Broadbridge Financial Services, a full-service provider of investor communications, including proxy mailings, a geographic breakdown of ABN AMRO's beneficial owners based on the addresses that Broadbridge Financial Services had on file. In cases where the addresses provided were those of proxy voting services, Thomson asked the proxy voting services to provide information about beneficial ownership of the relevant shares. Afier such reasonAble inquiry, Thomson accounted for 94.39% of ABN AMRO's outstanding ordinary bhares (including ADSs) and determined that approximately 10.38% of outstanding ordipary shares (including ADSs) were held by U.S. resident holders. On this basis, Barclays has determined that the Offer is eligible for Tier I1 Relief. The Offer has been structured to comply with e requirements of the Dutch Financial Supervision Act (Wetjnancieel toezicht), the 1utch Securities Market Supervision Act (Wet toezicht efectenverkeer 1995),the Dutc Securities Market Supervision Decree
(Besluit toezicht eflectenverkeer 1995) and the relevant regulations promulgated thereunder, which govern tender offers in the Netherlands, as well as

U.S. Securities and Exchange Commission -9- applicable rules and regulations of the Dutch securities regulatbr, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiele Markten) (the "AFM", and the foregoing legislation, rules and regulations together, the "Dutch Takeover Remlations"). 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 1 1, 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. Barclays has been advised that the Offer will not be subject to the United Kingdom's City Code on Takeovers and Mergers (the "City Code") and does not intend to conduct the Offer in compliance with the City Code. Barclays has submitted to the AFM, on a confidential basis, a draft offer document (the "Dutch Offer Document"). Barclays has also submitted, on a confidential basis, a draft prospectus (the "U.K. Prospectus") to the United Kingdom Listing Authority (the "UKLA") for its review. The AFM has confirmed that it has no further comments in relation to the Dutch Offer Document, and the UKLA had approved the U.K. Prospectus. On the date hereof, Barclays expects publish an announcement in at least two Dutch daily newspapers announcing the availability of the Dutch Offer Document and the U.K. Prospectus to holders of ABN AMRO Shares in certain jurisdictions outside of the United States, and on August 7,2007, Barclays expects to deliver copies of the U.S. Offer Document to holders of ABN AMRO Shares with registered addresses in the United States and Canada and to holders of ABN AMRQ ADSs in the United States, Canada and in certain other jurisdictions worldwide. Under the applicable Dutch Takeover Regulations, the minimum duration of the Initial Offering Period may not be less than 20 calendar days, with no maximum being specified. The Initial Offering Period will be no shorter than 20 U.S. business days. The Initial Offering Period may not be declared unconditional and withdrawal rights may be not be terminated (unless the Offer is terminated) prior to October 4,2007, which is the date set forth as the expiration date in the U.S. Offer Document. One or more extensions of the Initial Offering Period are permitted, with no minimum or maximum duration being specified; withdrawal rights must be made available during any such extension. After expiration of the Initial Offering Period (iecluding any extensions and assuming all conditions to the Offer have been met or waided and the Offer has been declared unconditional), the Offer will close, and Barclays will pay for all ABN AMRO Shares and ABN AMRO ADSs tendered against the issue of Barclays Shares and Barclays ADSs
and the delivery of cash. Settlement is expected to occur no later than

U.S. Securities and Exchange Commission ~ -10- five Dutch trading days after the Offer is declared unconditional; the Offer is re pired to be declared unconditional within five Dutch trading days after the end of the ac ;eptance period. Barclays will cause the transfer of the Barclays Shares, Barclays ADSs and cash for the tendered ABN AMRO Shares and ABN AMRO ADSs via designated ir stitutions, appointed to coordinate the collection of tenders into the Offer, to designated fi iancial intermediaries, appointed to assist in the collection of such tender^.^ These finr ncial intermediaries would, in turn,transfer the Barclays Shares, Barclays ADSs and cash to custodians for crediting to the accounts of their customers who accepted the Of er or to the former holders of ABN AMRO Shares or ABN AMRO ADSs directly. If necessary, Barclays could also elect to provide a post-accepta ce period during which any remaining ABN AMRO shareholders may tender their shares on the same terms as applied during the Initial Offering Period (a "Subsequent Offerir El Period"). Any Subsequent Offering Period (which would be a "subsequent offi ring period" for purposes of Rule 14d-11 under the Exchange Act) would be no shoi ter than three U.S. business days, and under the applicable Dutch Takeover Regulations it may be no longer than 15 Dutch trading days. Contemporaneously with the Offer, Barclays intends to conduct :1>an offer of cash or, subject to the passing of a resolution by Barclays shareholders, shares of a newly-issued series of preference shares of Barclays for all of the outstanding ABN AMRO DR Preference Shares and (2) a cash offer for all of the outstanding AE IrJ AMRO Formerly Convertible Preference Shares. We refer to these two offers together is the "Preference Share Offers". Completion of the Offer will not ble conditioned on completion of either of the Preference Share Offers. Barclays expects that the I reference Share Offers will be eligible for the relief provided by Rule 14d-1 (c) under the 3xchange Act and, if applicable, Rule 802 under the Securities Act. Neither of the Preferc nce Share Offers is the subject of the relief requests set forth in this letter.
11. Discussion
A. Rule 14d- I1 (e) -Settlement of ABN AMRO Shares and ABN AMRO AD jls Tendered During the Subsequent Ofering Period For ABN AMRO shareholders who are registered holders of their AB AMRO Shares (thi t is, who do not hold their ABN AMRO Shares through the Euroclear system), Bar lays will cause the 1 ansfer of the new Barclays Shares either directly to the shareholder or via desig F ated financial instia tions into a nominated trading account in the Certificateless Register of Electronic Stock and Shares TIinsfer (CREST) system.

U.S. Securities and Exchange Commission I -11- Rule 14d- 1 1 (c) and Rule 14d- 1 1 (e) under the Eechange Act pro in order for a bidder to conduct a subsequent offering period, the bidder must immediately accept and promptly pay for securities tendered during the initial period (Rule 14d-11 (c)) and during the subsequent offering pefiod (Rule As a result of the transaction structure, and specifically the Mix d Match Facility and the multiple steps involved in the Primary Exchange Process, the e pchange of ABN AMRO ADSs for Barclays ADSs cannot be settled,'' and the Primary kxchange Process with respect to ABN AMRO Shares cannot be completed, on a rolling Easis. Because the Mix and Match Proration depends on the elections of other holders, it only works when applied to a pool of holders. The Primary Exchange Process, meanwhile, raises a number of logistical and legal complexities that necessitate that it be m.in "batches". In light of these considerations, Barclays proposes to settle exchanges of ABN AMRO ADSs and complete the Primary Exchange Process with respect tc ABN AMRO Shares in two batches. The first batch, which would include the ABN ALMRO Shares and ABN AMRO ADSs tendered during the Initial Offering Period, would be settled and exchanged within five Dutch trading days after the Offer is declared unconditional. The second batch, which would include all ABN AMRO Shares and ABN AMRO ADSs tendered during the Subsequent Offering Period, would be settled and exchanged within five Dutch trading days after completion of the Subsequent OYering Period. Barclays requests that, in light of the constraints imposed by the of the transaction and in particular the Mix and Match Facility and the Primary Process, the Commission grant exemptive relief under Rule 14d- 1 1 (e) to to pay for ABN AMRO Shares and ABN AMRO ADSs tendered during Offering Period within five Dutch trading days following completion of Offering Period. Barclays would note that this timefi-ame for s ttlement Dutch law and practice and that this relief would be consistent t ith staff previously. '' lo When we refer to "settlement" of the exchange of ABN AMRO ADSs, we mean the includes: (1) the surrender of the ABN AMRO ADSs by the U.S.Exchange Agent for the ABN AMRO Shares underlying them; (2) the tender of those ABN AMRO Exchange Agent to the Dutch Exchange Agent; (3) the completion of the Primary with respect to those ABN AMRO Shares; and (4) the issuance of Barclays ADSs to former holders of ABN AMRO ADSs. 'l See, e.g., Singapore Technologies Semiconductors Pte Ltd. (Mar. 15,2007); AstraZeneca p c (May 23, 2006); Harmony Gold Mining Company (Nov. 19,2004). I

Insofar as Barclays is eligible for Tier I1 Relief and the it proposes with respect to the Initial Offering Period is permitted by practice,12 Barclays does not believe that it needs, and is not 14d-11 (c) in order to permit Barclays to commence the Subsequent payment for ABN AMRO Shares and ABN AMRO ADSs tendered Offering Period is in process in accordance with the requirements structure and as permitted by Dutch law and practice. l3 B. Section 14(d)(5) and Rule 14d-7 - Withdrawal Rights After Expiration &Initial Offering Period ~
Section 14(d)(5) of the Exchange Act provides that securities
tender offer but not yet accepted and paid for may be withdrawn at any time fiom the date of the original offer. Rule 14d-7 under the Exchange Act person who has deposited securities pursuant to a tender offer has the those securities during the period such offer, request or invitation As described under Section 1.D above, following the expiration of the Initial Offering Period, Barclays will determine within five Dutch trading days whether all conditions to the Offer have been met or waived, and if the Offer is declared unconditional, Barclays will pay for all tendered ABN AMRO Shares and ABN AMRO ADSs no later than five Dutch trading days after the Offer is declared unconditional. To the extent that the Offer is deemed to "remain open" (within the meaning of RLe 14d-7) during the period between the expiration of the Offer and the time at which Barclays declares the Offer unconditional and thereby accepts the ABN AMRO Shares and ABN AMRO ADSs tendered during the Initial Offering Period (the S'Determination Period"), which may last up to five Dutch trading days, Rule 14d-7 would, in the absence of relief, require Barclays to maintain withdrawal rights throughout the Determination Period for l2 Under Rule 14d-l(d)(2)(iii), payment made in accordance with the requirement of the hom jurisdiction or practice will satisfy the requirements of Rule 14e-l(c). I l3 See Final Rule: Cross-Border Tender and Exchange Offers, Business Combinations and Offerings (the "Cross-Border Release"), Rel. Nos. 33-7759,34-42054 and 39-2378, at referencing nn. subsequent offering number and percentage of period no later than 9:00 a.m. Eastern of the initial offering period and immediately begin the that bidders relying on the Tier I1 exemption will for tendered securities and makes the bidder's home jurisdiction and the subsequent offering period announcement."

U.S. Securities and Exchange Commission -13- holders of such ABN AMRO Shares and ABN AMRO ADSs. Moreover, if 60 lays elapse between the date on which Barclays first makes the Offer and the date or which it declared the Offer unconditional and thereby accepts the ABN AMRO Shares a ~d ABN AMRO ADSs tendered during the Initial Offering Period, SecOion 14(d)(5) wot Id, in the absence of relief, permit the holders of such ABN AMRO Shares and ABN AN RO ADSs to withdraw them during all or some part of the Determination Period. Permitting withdrawals during the Determination Period would 1 e inconsistent with Dutch law and practice and could frustrate the success of the ( Iffer. Because Barclays will use the Determination Period to determine the number o: ABN AMRO Shares and ABN AMRO ADSs tendered, permitting withdrawals durin ; this period would conflict with the counting procedures envisaged by the structure c I? this transaction and permitted under Dutch law and practice. If withdrawals from tl e Offer during the counting process were permitted, they could frustrate the success of. he Offer by affecting whether or not the Minimum Acceptance Condition is met. Barclays therefore requests that the Commission grant exemptivl : relief fiom compliance with Section 14(d)(5) insofar as that section would permit hol lers of ABN AMRO Shares or ABN AMRO ADSs who tendered into the Offer to witl: draw their securities at any time which is both (a) after 60 days from the commencen ent of the Offer and (b) during the Determination Period, which in no event will last more than five Dutch trading days. Barclays further requests that the Commission grant exem] tive relief fiom Rule 14d-7 to permit Barclays to terminate withdrawal rights at the expira ion of the Initial Offering Period and during the Determination Period, which in no event vill last more than five Dutch trading days. As a condition of the requested relief, Barcl IYS undertakes to terminate withdrawal rights at the expiration of the Initial Offerin ;Period only if all conditions to the Offer, other than the Minimum Acceptance Conditic n, have been satisfied or waived. Barclays would note that this relief would be consiste it with relief granted by the Staff previously. l4
C. Rule 14d-4(d) - Waiver of the Minimum Acceptance Condition
Rule 14d-4(d) provides that if a bidder makes a material change i 3 the information published, sent or given to security holders about the tender offer, t le bidder must publish, send or give the new information to security holders in a manner reasonably designed to inform them of such change. We understand that it is th d Commission's position that (1) the waiver of a minimum acceptance condition i s a l4 See, e.g., Enel Energy Europe Societa a Responsibilita Limitata and Acciona, S.A. (July 3,2007); Ga Natural SDG,S.A.(Mar. 6,2006); Celanese AG (Feb. 3,2004); Alcan Inc. (Oct. 6,2003); and Serono S.A. [Sept. 12, 2002). LONDON:283900.9

material change for purposes of Rule 14d-4(d), (2) the adequade dissemination requirement implies that security holders must have sufficient ltime after receivi g the information to absorb it and make a decision as to whether to accept or withdra from the offer and (3 as a general rule sufficient time requires a minimum of five U.i . business days.' 1 Therefore, a bidder who waives or reduces a minimum accept ce condition ordinarily must hold the offer open for a minimum of five U.S. businqss days following announcement of the waiver. If there are fewer than five U.S. business days remaining prior to expiration of the offer, the bidder would have to extend the ol!Eering period. In the Cross-Border ele ease,'^ the Commission adopted an inte retation (the "Interpretation") on the application of Rule 14d-4(d) to the waiver of a mi 'mum acceptance condition by a bidder eligible for Tier I1Relief. The Interpretation rovides that the Commission will not object if such a bidder waives a minimum accept ce condition without holding the offer open for a minimum of five U.S. business d ys following the announcement of the waiver so long as it complies with all of the 1following conditions. At least five U.S. business days prior to the scheduled expiration d te of the offering period, the bidder must announce that it may waive the minimum accqtance condition. The bidder must disseminate this announcement through a press releye and by placing an advertisement in a newspaper of national circulation in the United St tes, which press release and advertisement must (1) state the exact percentage to w 'ch the minimum acceptance condition would be waived, (2) state that a waiver is poss ble and (3) advise shareholders to withdraw their tenders immediately if their willingne s to tender into the offer would be affected by a waiver of the minim acceptance 1ondition. The bidder must file this announcement with the Commission via the EDGAR ling system on the date that the announcement is made. The bidder must declare its ctual intentions once it is required to do so under the regulations of its home jurisdict on. During the five-day period after the bidder makes the announcement described 'n this i paragraph, the offer must be open for acceptances, and shareholders who have t ndered their securities must be entitled to withdraw their securities. The bidder must t en hold the offer open for five U.S.business days after the waiver of the minimum acc atance condition. The offer documents must also describe the procedure for waiving th/:
minimum acceptance condition. I
Barclays understands that in tender offers based in The Nether1 common for holders not to tender their securities until the final day or two of l5 See Interpretive Release Relating to Tender Offer Rules, Rel. No. 34-24296 (Apr. 3, 1987). l6 Rel. No. 33-7759, supra note 13. See also Third Supplement to the Division of Corporatio

Manual of Publicly Available Telephone Interpretations, Question II.A.3 (July 2007).

U.S. Securities and Exchange Commission offer. As a result, Barclays does not expect to know whether it will need to wai e the Minimum Acceptance Condition until after the Initial Offering Period has expir d and Barclays has had the opportunity to determine how many ABN AMRO Shares including those represented by ABN AMRO ADSs) have been tendered. Under the Inte retation, Barclays would be required to hold open withdrawal rights until it determined T;hether to waive the Minimum Acceptance Condition. As discussed under Section 1I.B a ove, holding open withdrawal rights while Barclays is counting the number of ABN RO Shares (including those represented by ABN AMRO ADSs) that have been ten & I ered, which may take up to five Dutch trading days, could iiustrate the counting proc ss and the Offer. Therefore, Barclays requests relief in order to rely on the Interpretati n by complying with all of the procedures set forth therein and described in the previ us paragraph except that Barclays would terminate withdrawal rights upon the expiration of the Initial Offering Period notwithstanding the fact that Barclays had not yet detlared the Offer unconditional, provided that all conditions to the Offer other than the Minimum Acceptance Condition had been satisfied or waived. Barclays would then determine whether to waive the Minimum Acceptance Condition at or prior to the time at which it declares the Offer unconditional, which may be up to five Dutch trading days a er expiration of the Initial Offering Period. R As a condition of this relief, Barclays agrees that, in addition to mplying with all of the disclosure requirements and procedural safeguards of the Interpr tation (as modified by the requested relief), Barclays would (1) rely on the Interpretation as modified by the requested relief) only in order to waive the Minimum Acceptan i e Condition at a percentage above 50% of ABN AMRO's issued and outstanding rdin P. "Y share capital and (2) include in U.S. Offer Document disclosure about the implications for shareholders of the waiver of the Minimum Acceptance Condition. In Barclays confirms that it will provide a Subsequent Offering Period of no U.S.business days if it waives the Minimum Acceptance Condition in Interpretation (as modified by the requested relief). If Barclays wishes to waive the Minimum Acceptance Condition at a percentage of 50% of ABN AMRO's issued and outstanding ordinary share cap tal or below, Barclays will comply with the terms of Rule 14d-4(d) as if Barclays wer not eligible for Tier I1 Relief, including by disseminating information to holders of BN AMRO Shares and ABN AMRO ADSs in a manner reasonably designed to inf 1rm them of such change and with sufficient time for such holders to absorb the inforrnati n and make a decision as to whether to accept or withdraw fiom the Offer.

D. Rule 14d-1O(a)(2)-Settlement of ABN AMRO ADSs t rough the Prima Exchange Process 4 r Rule 14d-10(a)(2) requires that the "consideration paid to any s holder for securities tendered in the tender offer is the highest consideration other security holder for securities tendered in the tender offer." All holders of ABN AMRO Shares and ABN AMRO ADSs will receive equivalent consideration-2.13 Barclays Shares and €1 3.15 in cash for each tendered ABN AMRO Share and 0.5325 Barclays ADSs and the U.S. dollar equivalent in cash for each tendered ABN AMRO ADS-and therefore each holder will highest consideration paid to each other holder. Holders will be able to elect consideration they receive under the Mix and Match Facility as permitted by 1 O(c). As discussed in Section I.C.l above, holders of ABN AMRQ ~h/u;es will be able to choose between receiving their Barclays Shares through the Primary xchange Process or the Alternative Exchange Process. All holders of ABN AMRO AD s will receive their Barclays ADSs through the Primary Exchange Process. Barclays does not intend to provide holders of ABN AMRO ADSs with the opportunity to choose to receive their Barclays ADSs through the Alternative Exchange Process, and instead B I clays intends to exchange all ABN AMRO Shares underlying ABN AMRO ADSs ough the Primary Exchange Process. The Primary Exchange Process and the Alternative Exchange Pr cess result in different tax treatment. Barclays expects that the U.K. SDRT treatm 4provided by the Primary Exchange Process will generally be more favorable to holders o ABN AMRO ADSs than the SDRT treatment provided by the Alternative Exchange rocess. This is because the receipt of Barclays ADSs through the Primary Exchange Pr cess would fall within the terms of a specific exemption from, and therefore be free ! f, SDRT, whereas the receipt of Barclays ADSs through the Alternative Exchange Proces would be subject to SDRT.'~ E Holders of ABN AMRO ADSs located in certain jurisdictions, nbt including the United States, may prefer the tax treatment provided by the Exchange ~rocess.'~ However, insofar as the vast majority of holders of l7 As a commercial matter, Barclays would expect that the cost of such SDRTcharge would ltimately be borne by the new holders of Barclays ADSs. Y l8 For this to be the case, the holder would need to be resident in a jurisdiction which provided a capital gains rollover regime whereby the Primary Exchange Process would not qualify but the Alternative

U.S. Securities and Exchange Commission depositary shares are generally located in the United States, Barclays expects few, if any, holders of ABN AMRO ADSs would benefit from choosing the Exchange Process, and that any such potential benefit is outweighed by the of the remaining holders of ABN AMRO ADSs would be detrimentally inadvertently selecting the Alternative Exchange Process (which some to do as a result of misunderstanding the tax treatment they would Alternative Exchange Process) and ultimately having to bear the Barclays therefore requests relief from Rule 14d-10(a)(2) to a110 Barclays not to hold the Alternative Exchange Process open to holders of ABN /- ADSs. We would note that the rationale for exchanging all ABN AMRO ADSs through the Primary Exchange Process and not making the Alternative Exchange Procesp available is very similar to, but even more compelling than, the Commission's rationale in adopting the accommodation for loan notes in Rule 14d-1 (d)(2)(i) under the 4' xchange Act. In the Cross-Border Release, the Commission said that it adopted the ~ accommodation for loan notes for the following reason: "The of the lob notes is the deferral of the recognition of income and capital gains on the sale of sec 'ties under foreign tax laws. Since this tax benefit is not available to U.S. security ho ders, a bidder would not need to offer loan notes to U.S. security holder^."'^ Similarly, the tax benefits of the Alternative Exchange Process will be available to very few, and 1ossibly no, holders of ABN AMRO ADSs, but in addition the Alternative Exchange Pr cess would create a significant and current detriment for the vast majority of holders of ABN AMRO ADSs. 0

E. Rule 14d-10(a)(2), Rule 14d-I 1(b) and Rule 14d-11 a) -Mix and Match Facility As discussed in Section 1I.D above, Rule 14d-10(a)(2) requires consideration paid to any tendering holder be the highest consideration paid to tendering holder, although Rule 14d-1 O(c)(l) expressly contemplates a facility Mix and Match Facility. In addition, Rule 14d-11 (b) and Rule 14d-11 (f) bidder may elect to provide a subsequent offering period during which accepted if "the offer is for all outstanding securities of the class that is tender offer, and if the bidder is offering security holders a choice of Exchange would. The amount of cash consideration means that neither the Primary Exc nor the Alternative Exchange Process qualify for a tax rollover in the United States or Union under the European Union Mergers Directive (although in some European States such rollover may be available even though the Directive does not holder would need to be subject to tax on capital gains in the first place (many capital gains for certain shareholders, such as pension funds). l9 Rel. No. 33-7759, supra note 13, at second paragraph preceding paragraph referencing n.331

U.S. Securities and Exchange Commission -18- consideration, there is no ceiling on any form of consideration offered" (Rule 1 and the "bidder offers the same form and amount of consideration to security h both the initial and the subsequent offering period" (Rule 14d-1 l(f)). As discussed in Section 1.C above, Barclays may elect to a Subsequent Offering Period. The terms of the Offer provide for a maximum n Barclays Shares (including those represented by Barclays ADSs) to be issued, @: maximum amount of cash to be paid, under the Offer, which will not be varied as a result of the Mix and Match Proration. These maximum amounts of Barclays Shares (including those represented by Barclays ADSs) and cash could be viewed as a ceiling (within the meaning of Rule 14d-11) on the forms of consideration offered in the Offering Period. The consideration being offered, including the consideration, the election rights and the default ratio between (and between cash and Barclays ADSs) being offered would Offering Period and any Subsequent Offering Period. allocations pursuant to the Mix and Match Proration, election may receive a different mix of cash and ADSs) if they accept the Offer during the Initial the Subsequent Offering Period, simply because the balance of elections made by other holders in the relevant Mix and Match Proration pool may vary from one period to the next. We believe that the structure of the Offer of Rule 14d-1 l(b) that there be no ceiling on any form 1 l(f) that Barclays offer the same form and amount of Subsequent Offering Period; and of Rule 14d- 10(a)(2), that all holders throughout the Offer are afforded "equal right" to elect and Barclays Shares (or between cash and Barclays ADSs). in the past, other bidders in similar situations have sought therefore request that the Staff provide exernptive relief to allow Barclays to o Mix and Match Facility in the Initial Offering Period and the Subsequent Offerihg Period as described above.
111. Requested Exemptive Relief and Confirmation i
Based on the foregoing, we respectfully request on behalf of Bar lays that the Commission grant exemptive relief from: C

" See, e.g.,Banick Gold Corporation (Jan. 19,2006) and Serena Software (April 13 ,2004).

U.S. Securities and Exchange Commission -19- a. Rule 14d- 1 1(e) under the Exchange Act, to permit Barclays to pay for ABN AMRO Shares and ABN AMRO ADSs tendered during any Subsequent Offering Period as soon as practicable, and in no event more than five Dutch trading days, following completion of the Subsequent Offering Period, in accordance with the requirements of the translaction structure and as permitted by Dutch law and practice; b. Section 14(d)(5) of and Rule 14d-7 under the Exchange Act, to pbit Barclays to terminate withdrawal rights in the Offer at the expira ion of t the Initial Offering Period and during the period, which will in ny event last longer than five Dutch trading days, between the expiration of the Offer and the date on which the Offer is declared unconditional ahd tendered ABN AMRO Shares and ABN AMRO ADSs are thereby accepted, in accordance with the requirements of the transaction structure and as permitted by Dutch law and practice;
c. Rule 14d-4(d) under the Exchange Act, to permit Barclays to tenpinate
withdrawal rights upon the expiration of the Initial Offering waive the Minimum Acceptance Condition at a percentage 50% of ABN AMRO's issued and outstanding ordinary the expiration of the Initial Offering Period and prior to which Barclays declares the Offer unconditional, makes the disclosures and follows the procedural
Section 1I.C above;
d. Rule 14d-10(a)(2) under the Exchange Act, to permit Barclays to^ exchange all tendered ABN AMRO ADSs through the Primary Process; and e. Rule 14d- 1 0(a)(2), Rule 14d- 1 1@) and Rule 14d- 1 1 (f) under the bxchange Act, to permit Barclays to offer the Mix and Match Election in th Initial Offering Period and in the Subsequent Offering Period. e

U.S.Securities and Exchange Commission
If you have any questions or require any additional contact the undersigned in London at 01 1 (44) 20 7959 8570, Alan P.W. London at 01 1 (44) 20 7959 8509 or Jeffiey A. Lynn in London at 01 1 8426. George H. White cc: Joan Collopy Paul Dudek Greg Dundas Carol McGee Elizabeth Sandoe Don Walker Mark Webb (U.S. Securities and Exchange Commission) Judith Shepherd

Neil Hodges

Brona McKeown

(Barclays PLC)

H. Rodgin Cohen

Alan P.W. Konevsky

Jeffrey A. Lynn

(Sullivan & Cromwell LLP)

Margaret E. Tahyar

John B. Meade

Jeffrey O'Brien

(Davis Polk & Wardwell)

---

CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
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TEL +31 (0)20 711 90 00
FAX +31 (0)20 711 99 99 www.cliffordchance.com YOUR REFERENCE IN REPLY PLEASE QUOTE DATE HBB .70-20450256 As of 6 August 2007 DIRECT DIAL f31 20 711 9198 Division of Corporation Finance

Attention:Brian V. Breheny, Chief, Office of

Mergers & Acquisitions

Christina E. Chalk, Special Counsel, Office of

Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, N.E., Washington, D.C. 20549

United States of America

Dear Mr. Breheny and Ms. Chalk:
Barclays PLC: Request for Relief in Connection with Offer for ABN AMRO Holding N.V. We refer to the letter dated August 6, 2007 (the "Letter") from George H. White, a member of the firm of Sullivan & Cromwell LLP, London office, writing to you on behalf of our client Barclays PLC, a public limited company organised under the laws of England (the "Offeror"). In the Letter the Offeror respectfully requested that the staff (the "Staff) of the U.S. Securities and Exchange Commission (the "Comdssion") grant certain no-action and exemptive relief in connection with the proposed offer (the "Offer") by the Offeror for all of the outstanding ordinary shares ("ABN AMRO Shares") of ABN AMRO Holding N.V. ("ABN AMRO"), including ordinary shares represented by ABN AMRO American Depositary Shares ("ABN AMRO ADSs"). This letter is rendered at your request solely in connection with the Letter and is limited to matters of Dutch law and practice as set out herein. This letter is provided incidentally to, and in the ordinary course of our practice of Dutch law in The Netherlands and does not purport to cover any aspects of U.S. law and without prejudice to our status as a "non-appearing foreign attorney" for purposes of the Commission's rules and practice. We hereby acknowledge that we have been and are Dutch counsel to the Offeror in connection with the Offer. We have reviewed the Letter, and we believe the descriptions of CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER OC323571. THE FIRM'S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET, LONDON, El4 5JJ. A LIST OF THE MEMBERS IS OPEN TO INSPECTION AT THIS OFFICE. THE FIRM USES THE WORD "PARTNER" TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND OUALIFICATIONS.

the Dutch public offer rules applicable to the Offer and the Dutch public offer practice contained therein are accurate. The statements of the Dutch public offer rules applicable to the Offer and the Dutch public offer practice contained in the Letter consist of brief summaries only and should not be construed as a comprehensive description of all relevant issues. If we can be of any further assistance or if you have any further questions, please do not hesitate to contact the undersigned. Yours faithfully Advocaat Clifford Chance LLP

eLl FFORD

CHANCE

Distribution List
Joan Collopy

Paul Dudek

Carol McGee

Elizabeth Sandoe

Don Walker

Mark Webb

(U.S. Securities and Exchange Commission)
Judith Shepherd

Neil Hodges

Brona McKeown

(Barclays PLC)

H. Rodgin Cohen

Alan P.W. Konevsky

Jeffrey A. Lynn

(Sullivan & Cromwell LLP)

Margaret E. Tayhar

John B. Meade

Jeffrey O'Brien

(Davis Polk & Wardwell)