SEC Division of Corporation Finance no-action letter: Royal Bank of Scotland Group plc tender offer for ABN AMRO Holding N.V. — SEC — US

1,inklaters LL,P Shenrman & Stcdlng I.I,P Cravath, Swaine & Moore L[.P W~llkicFarr & Gallagher LLP One Silk Srreel Bmadgate West CityPoint IAngel Court London BCZY 8tlQ 9 Appold Street One Ropemakcr Strcet London EC2K 7113 Untlcd Klngdom I,andnn EC2A 2AP London BC2Y BllR Iln~lcd Klngdorn Unikd Kingdom EJn~tcd Klngdom Securities and Exchange Commission 100 F Street, N,W. Washington, D.C. 20549 Attention: Mr. Brian V. Breheny Chief, Office of Mergers and Acquisitions Division of Corporation Finance Special Counsel, Office of Mergers and Acquisitions Division of Corporation Finance Proposed Offer for ABN AMRO Holding NV by The Royal Eank of ScotIand Group plc, Ranco Santander Central Hispano, S.A. and Fortis SAPNV and Fortis N.V. Dear Mr. Brcheny and Ms. Chalk:
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 ("RBS"), Banco Santander Central Hispana, S.A,,a bank organized under the laws of the Kingdom of Spain (""antander"), and Fortis SAN, a company incorporated in Belgium, and Portis N.V., a public limited liability company incorporated in the Netherlands (together "Fortis'bnd, 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 N.V., a public limited liability company incorporated in the Netherlands ("ABN AMRO"). The proposed ofdcr comprises 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 YARN AMRO ADSs" and, together with the ABN AMRO Ordinary Shares, "ABN AMRO Shares"). The proposed offer will bc made by a newly established special purposc vehicle jointly owned by the Consortium members ("Bidcow). The ABN AMRO Ordinary Shares are listed on Euronext Amsterdam and the New York Stock Exchange and the ABN AMRO ADSs are listed on the New York Stock Exchange.

Ms. Christina I?. Chalk
Pursuant to the revised terms of the proposed offcr, announced by the Consortium on July P 6,2007, ABN AMRO sharcholdcrs would have the right to exchange each of their ABN AMRO Shares for (i) €35.40 in cash, and (ii) 0.296 newly issued ordinary shares, nominal value of 50.25 per share, of RBS ('WBS Ordinary Shares"). Prior to completion of the proposed offer, RBS intends to establish an American Depositary Receipt facility in the 'United States in which fomer 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 RRS ADSs on the New York Stock Exchange. The proposed offer is expected to comprise:
(a) a U.S. offer made pursuant to the U.S. Offer Document to all holders of ARN AMRO Ordinary Shares who are located in the United States and to all hoIders of ARN AMRO ADSs, wherever located (the "U.S. Offer"); and (b) a Dutch offer made pursuant to the Dutch 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 Iocated outside of the Netherlands and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are pcmittcd to participate in such offer (the "Dutch Offer" and, together with the U.S. Offer, the 'Qffcrs7'). Together, the Offers would be made for all ABN AMRO Ordinary Shares and all ARN AMRO ADSs. For purposes of the Dutch Takeover Regulations (as defined below), the Dutch Offer would extend to the ARN AMRO ADSs; provided, that holders of ABN AMRO ADSs would be referred to the U.S. Offer Document. The Dutch Offcr Document would not be addressed to holders of ABN AMRO Ordinary Shares who are located in the United States or to holders of ABN AMRO ADSs, wherever Iucated. The Offers are expected to be made on the same terms, and completion of each of the Offers would be subject to the same conditions. The terms and conditions of the Offers are described in greater detail below. The Dutch Offer would be structured to c~mplywith the applicable requirements of the Dutch Financial Supervision Act (Wet op het.fjnanciee1toezichi),the Dutch Securities Market Supervision Act (Wet toezicht effectcnverkeer 1995),the Dutch Sccuritics Markct Supervision Dccrcc (Bwluil toezichl effeclenverkeer 1995)and the relevant regulations promulgated thereunder (collectively, the 'Wutch Takeover Regulations'", which govern tender offers in the Netherlands, as well as applicable rules and regulations of

19July 2007 the Dutch securities regulator, the Netherlands Authority for the Financial Markets (Stichding Auloritei! Financicle Markren) (the "AFM"). Except as otherwise requested herein, the U.S. Offcr would be structured to comply with the applicable requirements of Sections 14(d) and 14(e) of the U.S. 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 U.S. Securities Act of 1933, as amended, and the rules and repIations promulgated thereunder (the "Securities Act"). As discussed beIow, the Consortium expects that the U.S. Offer would be a "Tier 11" offer. The U.S. 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 in applicable jurisdictions pursuant to an offer document or offer documents (each, an "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"), we respecthlly request on behalf of the Consortium exemptive relief from the provisions of the following Sections of, and the Rules under, the Exchange Act:
(a) Rule 14d-IO(a)(l), to permit the Consortium to make (i) the U.S, Offer pursuant to the U.S.Offer Document to all holders of ABN AMRO Ordinary Shares who are located in the United States and to all holders of ABN AMlXO ADSs, wherever located, and (ii) the Dutch Offer pursuant to the Dutch Offer Document to all holders of ABN AMRO Ordinary Shares 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 arc permitted to participate in the Dutch Offer; (b) Section 14(d)(5) and Rule 14d-7(a)(l), to permit the Consortium to terminate withdrawal rights at the expiration of the Acceptance Period (as defined below) if all conditions to the Offers, other than the Minimum Acceptance Condition (as defined below), have been satisfied or waived, during a period of no more than five Buronext Amsterdam trading days to permit the determination of whether the Minimum Acceptance Condition has been satisfied and for the exchange of tendered ABN AMRO Shares to occur, in accordance with Dutch law and takeover practice; and (c) Rule I4d-4(d)(2 j, to permit the Consortium, following the expiration of the U.S. Offer, to waive the Minimum Acceptance Condition in the event that the number of ABN AMRO Ordinary Shares (including ABN AMRO Ordinary Shares represented by ARN AMRO ADSs) validly tendered and not properly withdrawn in

19July 2007 the U.S, Offer and the Dutch Offer, on a combined basis, togcther with all ABN AMRO Ordinary Shares (inchding ABN AMRO Ordinary Shares represented by ABN AMRO ADSs) held by BidCo, represents not less than a majority of the issued and outstanding ABN AMRO Ordinary Shares on a filly diluted basis (such waiver, a "Change in the Minimum Acceptance Condition"), in accordance with Dutch Iaw and takeover practice, in the event that thc Minimum Acceptance Condition has not been satisfied, without extending thc Acceptance Period of, or extending withdrawal rights under, the U.S.Offer. Linklaters LLP and Shearman & Sterling LLP are acting as U.S. counsel to RBS. RSS has provided and authorized Linklaters LLP and Shearrnan & Sterling LLP to make on its behalf the factual representations set forth in this letter. Cravath, Swaine & Moore LLP is acting as U.S. counsel to Santander. Santander has provided and authorized Cravath, Swaine & Moore LI,P to make on its behalf the factual representations set forth in this letter. Willkie Farr & Gallagher LLP is acting as U.S. counsel to Fortis. Fortis has provided and authorized Willkie Farr &tGallagher LLP to makc on its behalf the factual representations set forlh 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 RBS and De Brauw Blackstone Westbroek N.V., Dutch counsel to Santander and Fortis. The statements contained in this letter with respect to ABN AMRO are based on publicly available filings in the United States and the Netherlands.
I. Background
ABN AMRO
According to ABN AMRO's Annual Report on Form 20°F for the year cnded 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 and territories as at December 31,2006. ARN AMRO is one of the largest banking groups in the world, with total assets of €987.1 billion and shareholders' equity of €23.6 billion as at December 31,2006. ABN AMRO has a substantial presence in Brazil, Italy and the midwestem 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. ARN AMRO also has diverse international advisory, capital markets and investment banking activities and its global asset management business manages € 193.3billion in specialist mandates and mutual funds operating in 26 countries worldwide.

To our knowledge, ABN AMRO is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act and the ABN AMRO Ordinary Shares are registered undcr Section 12(b)of the Exchange Act. According to ABN AMRO's Annual Report on Form 20-F for the year ended December 31,2006 filed with the Commission, as of December 31,2006, 1,853,786,791ABN AMRO Ordinary Shares (including shares underlying the ARN AMRO ADSs) were issued and outstanding. ABN AMRO is not an investment company registered or rcquircd to be registered under the Investment Company Act of 1940. RBS RBS is the holding company for one of the world's largest banking and financial services groups, with a market capitafixation of £62.8 bilIion at the end of 2006. Headquartered in Edinburgh, Scotland, RBS operates in the UniEed 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 tenth largest (based on December 31,2006 data) c~mmercial banking organization by deposits as at December 31,2006. 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 £40.2 billion. RBS is a "foreign private issuer" as dcfined in Rule 3b-4(c) undcr the Exchange Act and its ADSs, each representing one non-cumulative dollar preference share, are registered under Section 12(b) of the Exchange Act. As at December 3I, 2006, 3,152,844'335 RRS Ordinary Shares were issued and outstanding. The RBS Ordinary Shares are listed on the London Stock Exchange and ADSs in respect of XZBS's non-cumulative dollar preference shares are listed on the New York Stock Exchange. 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 €88.4 billion at thc end of 2006. & leadquartered in Madrid, Spain, the Santander Group operates in three geographic areas: (i) Continental Europe, where the main institutions are Santander, Banco Espaiiol de Crddito, 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 Rfco, 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

19duly 2007 management and insurance. As at December 31,2006, Santander had, on a consolidated basis, 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 its ADSs are listed an the New York Stock Exchange. 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 C20.6 billion as at December 31,2006, Fortis ranks among the 20 largest financial institutions in Europe based on a market capitalization of €43.3 billion as at December 31, 2006, and has a presence in over 50 countries and approximately 57,000 employees (full time equivalents) as of the end of 2006. 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 operatcs worIdwide in selected activities, such as fund administration, tradc 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. Fortis 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 Rulc 12g3- 2(b) under the Exchange Act. As at December 31,2006, E ,342,815,545unified Fortis shares were issued and outstanding. The Fortis shares are primarily listed on Euronext Brussels and Euronext Amsterdam.
11. Qualification for Tier I1 Relief
In conducting the U.S. Offer as described in this letter, the Consortium expects to be able to rely on Rule 14d-1(d) under the Exchange Act, which provides exemprtive relief from otherwise applicable rules to persons engaged in a tender offer under certain conditions ("Tier I1 Relief'). In order for an offer to qualify for Tier I1 Relief, (i) the subject company must be a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and not an

Ms. Christina E, Chalk investment company as defined under the Investment Company Act of 1940, (ii) no more than 40% of the securities of the subject company sought in the offer may be held by holders who are resident in the United States and (iii) the offeror must comply, subject to any applicable exemptions, with all applicable U.S.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 U.S. hoIders will be presumed to hold 40% or less of such outstanding securities unless: (i) the tender offer is madc 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 U,S. holders hold more than 40% of the outstanding subject class of securities; or (iv) the bidder knows or has reason to know that the level of U.S, ownership exceeds 40% of the outstanding sukjcct 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 New York Stock Exchange) over the 12-calendar-month period ending June 30,2007, was less than 40% of the worldwide aggregate trading volume of the ABN AMRQ Ordinary Shares (including shares underlying ARN AMRO ADSs) over the same period. This is based on data from Rloomberg which shows that, during the 12-calendar-month period ended June 30,2007 the worldwide aggregate trading volumc of the ABN AMRO Ordinary Shares was 4,273,665,480, of which 3.7% were shares traded on the New York Stock Exchange. 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 U.S. holders hold more than 40% of the outstanding ABN AMRO Ordinary Shares (including shares underlying the ABN AMRO ADSs). Finally, the Consortium docs not know or have reason to know that the level of U.S. ownership exceeds 40% of the outstanding ABN AMRO Ordinary Shares (including shares underlying the ABN AMRO ADSs). According to publicly available information regarding ARN AMRO Ordinary Shares for which holders could be identified, as at December 31,2006, approximately 15.5% of the issucd and outstanding ABN Am0 Ordinary Shares were held by persons located in the United States.
On the basis of the foregoing, the Consortium intends that the U.S. Offer would be made in reliance on the exemption afforded by Rule 14d-1(d) under the Exchange Act,

I9 July 2007
111. Proposed Structure of the Offers
As discussed above, it is expected that the proposed offer would comprise the U.S. Offer and the Dutch Offer. The Offers would be made on the same terms, and compIetion of each of the Offers would be subject to the same conditions. However, holders of ABN AMRO Ordinary Shares who are located in the United States and a11 holders of ABN AMRO ADSs, wherever located, would tender their R$N AMRO Shares pursuant to the U.S. Offer Document and holders of ABN AMRO Ordinary Shares who are not located in the United States would tender their ABN AMRO Ordinary Shares pursuant to the Dutch Offer Document. The Dutch Offer would be structured to comply with the Dutch Takeover Regulations, as well as applicable rules and regulations of the AFM. In connection with the Dutch Offer, the Consortium would submit to the AFM a draft Dutch Offer Document for its comment and clearance. Following the AFM declaring that it has no further comments on the Dutch Offer Documcnt, and in accordance with Dutch law and takeover practice, an advertisement in a Dutch daily newspaper would be published announcing the availability of the Dutch Offer Document. The U.S. Offer would be structured to comply with the applicable requirements of Sections 14(d) and 14(e) of the Exchange Act, except to the extent of any cxemptive relief granted pursuant to this letter, as well as the applicable provisions of the Securities Act. As discussed above, the Consortium expects that the W.S.Offer would qualify as a "Tier II" offer. In connection with the U.S. Offer, RBS would file a Registration Statement on Form F-4 with the Commission in respect of the RRS Ordinary Shares to be issued pursuant to the U.S. Offer and the Consortium members and BidCo would file a joint Tender Offer Statement on Schedule TO with the Commission in respect of the U.S. Offer, and the U.S.Offer Document, which will include the prospectus contained in the Registration Statement, would, depending on ABN AMRO's election pursuant to Rule f 4d-5 under the Exchange Act, be mailed or be made available to ABN AMRO for maiIing to holders of ABN AMRO Ordinary Shares located in the United States and to holders of ABN AMRO ADSs, wherever located. The U.S. Offer would, to the extent applicabIe, also be governed by the Dutch Takeover Regulations as well as the applicable rules and regulations of the AFM.

R. Consideration
In the Offers, 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 RBS Ordinary Shares. No interest would be paid on the cash consideration to be received pursuant to the Offcrs. The consideration set out above assumes the payment by ABN AMRO of an interim (cash or share) dividend in respect of 2007 in an amount not to exceed €0.55 per ABN AMKO Ordinary Share (before deduction of any applicable withholding taxes). If ARN AMRO declares an interim (cash or share) dividend in respect of 2007 in excess of €0.55 per ABN AMRO Ordinary Sharc (before deduction of any applicable withholding taxes) or any other (cash or share) dividend, distribution, share split or analogous transaction in respect of the ABN AMRO Ordinary Shares, including the ABN AMRO Ordinary Shares represented by ABN AMRO ADSs, and the record date for such (cash or share) dividend, distribution, share split or analogous transaction precedes the settlement of the Offers, the consideration set out above may be reduced by an amount, in the case of an interim (cash or share) dividend in respect of 2007 in excess of 43.5 5 per ABN AMRO Ordinary Share (before deduction of any applicable withholding taxes), equal to such excess, or otherwise by the full amount of any other such dividend, distribution, share split or analogous transaction (before deduction of any applicable withholding taxes). If ABN AMRO declares an inlterim (cash or share) dividend in respect of 2007 of €0.55 or less per ABN AMRO Ordinary Sharc (before deduction of any applicable withholding taxes), and the record date for such dividend precedes the settlement of the Offers, the consideration set out above will not be adjusted. The cash consideration paid to tendering holders of ABN AMRO ADSs under the U.S, Offer would be converted by the U.S. exchange agent into U.S. dollars, based on the conversion of the cash consideration in euros to which such holders would otherwise be entitled, net of fees and expenses, at the exchange rate obtainable on the spot market in London on the date the cash consideration is received by the U.S, exchange agent for delivery in respect of tendered ABN AMRO ADSs.
C. Acceptance Period; Extension ofthe Acceptance Period
The Consortium intends for the U.S. Offer and the Dutch Offer to commence and end on the same date and, if either Offer is extended, to similarly extend the other Offer. Under current Dutch Takeover Regulations, the acceptance period for the Dutch Offcr may not be less than 30 calendar days (in the case of an unsolicitcd offer), while there is no statutory limitation on the maximum duration of the acceptance period (the initial LNDOCSO1I5 17665.15

acceptance period or any extension thereof should not, however, he unduly lengthy), Given the applicable requirements of the Dutch Takeover Regulations, the requirements of the U.S. tender offer rules and the intention ofthe Consortium to structure the Offers such that the U.S. 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 U.S. 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 Amstclrdam trading day after expiration of the initial or, as the case may be, extended Acceptance Period. The Consortium would also extend the U.S.Offer to the extent required by applicable U.S. tender offer rules or to the extent the Consortium extends the Dutch Offer if required by applicable Dutch Takeover Regulations. Under U.S, tender offer rules, if the Consortiurn makes material changes to the terms of the U.S. 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 located, in a manner reasonably designed to inform them of such changes and (ii) may be required to extend the Acceptance Period for the U.S. 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 now Jones News Service and by publication in the Daily Official List of Euronext Amsterdam. During any extension of the Acceptance Period, any ABN AMRO Shares vaIidIy tendered and not properly withdrawn in either the U.S. Offer or the Dutch Offer would remain subject to such Offer, and subject to the right of each holder to withdraw the ABN AMRO Shares aIready 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. D. Co~rditionsto the Offer The Offers would be subject to the same conditions that would be described in the Offer Documents, including that BidCo would not be obliged to purchase any ABN AMRO Shares validly tendered in the Offers and not properly withdrawn if the ABN AMRO

Ordinary Shares, including ABN AMRO Ordinary Shares represented by ARN AMRO ADSs, which have been validly tcndcred and not properly withdrawn in the U.S. Offer and the Dutch Offer, on a combined basis, or which are otherwise held by BidCo, do not represent at least 80% of the issued and outstanding ABN AMRO Ordinary Shares, calculated on a fully diIuted basis (the "Minimum Acceptance Condition"). For purposes of determining whether the Minimum Acceptance Condition has been satisfied, acceptances of thc U.S. Offer and the Dutch Offer would bc counted on a combined basis. Under the Dutch Takeover Regulations, the Consortium may waive the Minimum Acceptance Condition at any time prior to five Euronext Amsterdam trading days folIowing the end of the Acceptance Period for the Dutch Offer. In order to minimize the discrepancies between Dutch and U.S, laws and practices, subject to the exemptivc relief requested under this letter and as further discussed below, the Consortium intends to structure the U.S. Offer such that the Consortium would announce within at least five U.S. business days prior to the scheduled expiration of the Acceptance Period for the U.S. Offer that it may effect a Change in the Minimum Acceptance Condition within five Euronext Amsterdam trading days following the expiration of the Acceptance Period for the U.S. Offer. If any condition to the Offers is not satisfied or, to the extent permitted, waived, the Offers would lapse. If the Offers lapse, the ARN APIlmO Shares tendered in the Offers would bc returned to the tendering holders. This would occur promptly foIlowing the announcement that the Offers had lapsed. E. PubEicalion of Results; Settlemenl In accordance with Dutch Takeover Regulations, within five Euronext Amsterdam trading days after the expiration of the Acceptance Period for the Dutch Offer (einde aanrneldingstermijn), the Consortium would make a public announcement stating:
(a) 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 (b) 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 Oficial 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 U.S. Offer and the Dutch Offer would be subject to the same conditions, and acceptances of the U.S. Offer and the Dutch Offer would be counted on a combined basis for purposes of determining whether the Minimum Acceptance Condition has been satisfied. 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 TI Relief will be available, exchanges of RRS Ordinary Shares and payment of cash for tendered ARN AMRO Shares in the U.S. Offer would be conducted in accordance with Dutch law and takeover practice and would typically occur no later than five Euronext Amsterdam trading days afier the date the Dutch Offer is declared unconditional (gestanddoening). The ConsorZiurn would transfer the consideration for the tendered ABN AMRO Shares in accordance with Dutch law and takeover practice. The Consortium intends for the settIernent of the U. S. Offer and the Dutch Offer to occur on the same date. F. Subsequent Acceptance Period The Consortium would reserve the right to provide a subsequent acceptance period (the "Subsequcnt Acceptance Period") of no more than 15 Euronext Amsterdam trading days after the expiration of the Acceptance Period, as permitted under current Dutch Takeover Regulations, but in no event more than 20 U.S.business days in lenaP1as required by Rule 14d-E 1 under the Exchange Act. The Subsequent Acceptance Period would be an additional period of time, following the expiration of the Acceptance Period (whether or not extended), during which holders of ABN AMRO Shares would be able to tender ABN AMRO Shares not tendcred during the Acceptance Period. No withdrawal rights would apply to ABN AMRO Shares tendered during such Subsequent Acceptance Period. Any ARN AMRO Shares tendered during the Subsequent Acceptance Period would be promptly, and in any cvcnt within five Euronext Amsterdam trading days of such ABN AMRO Shares being tendered, accepted for exchange by the Consortium. I-Iolders af ABN AMRO Shares validly tendered and not properly withdrawn during the Subsequent Acceptance Period would receive the same consideration offered in the Acceptance Period. Any Subsequent Acceptance Period would be announced simultaneously with an announcement that the conditions to thc Offers have been satisfied or, to the extent permitted, waived, and declaring the Dutch Offer to be unconditional (gestanddoepting).' Rule 14d-1(d)(2)(v) under the Exchange Act provides an exemption from the "prompt payment requirements of 5240.14d-1 I (d)", although Rule 14d-1 F (d) does not by its terms impose any such I

In the event of a Change in the Minimum Acceptance Condition after the expiration of the Acceptance Period, the Consortium undertakes to provide, in addition to following the procedures described in subheading 1V.D below, a Subsequent Acceptance Period of at least five U.S. business days, during which period the Offers would be open for acceptances, following such Change in the Minimum Acceptance Condition. G. Wirhdrmal Righfs under the Offers Thc U.S. Offer would be structured to provide the withdrawal rights required by Section 14(d)(5) of, and Rule 14d-7 under, the Exchange Act, subject to the relief granted pursuant to this letter. Although the Dutch Takeover Regulations do not require withdrawal rights to be extended to holders of ABN AMRQ Ordinary Shares, the Dutch Offer would be structured to provide withdrawal rights such that ABN AMRO Ordinary Shares tendered could be withdrawn at any time during the Acceptance Period (including any extension thereof). After the expiration of the Acceptance Period, holders would not be able to withdraw any tendered ABN AMRO Shares. No withdrawal rights would apply to ABN AMRO Shares tcndercd during the Subsequent Acceptance Period, if one is provided. As noted above, exchanges of RBS Ordinary Shares and payment of cash for tendered ABN AMRO Shares in the U,S. Offer would be conducted in accordance with Dutch law and takeover practice and would typically occur no later than five Eusonext Amsterdam trading days after the datc the tendered ABN AMRO Shares arc accepted for exchange. Assuming the requested relief is granted, holders of ABN MRO Shares that have tendered during the Acceptance Period would not be able to withdraw their ABN AMRO Shares during the period between the expiration of the Acceptance Period and the acceptance of tendered ARN AMRO Shares for payment.
IV. Discussion and Relief Requested
requirements. Rule 1 4d- 1 1 (c) requires immediate acceptance of and prompt payment far all securities tendered during the initial offer period. In the Cross-Border Release, the SEC states that it has "clarified that bidders relying on the Tier I1 exemption will satisfy [the requirements of Rules 14d1 I (c) and 14d-1l(d)] ifthe bidder pays for tendered securities and makes the announcement in accordance with the law or practice of the bidder's home jurisdiction and the subsequent offering period commences immediately following such announcement." Accordingly, we have not requested relief under Rule 14d-1l(c).

Ms. Christina E,Chalk
The Consortium believes that the best method for reconciling potential points of conflict between the U.S. tender offer rules and Dutch law and takcover practice is to make the proposed offer to holders of ABN AMRO Ordinary Shares located in the United States and holders of ABN AMRO ADSs wherever located pwsuant to the U.S. Offer Document on the same terms as the proposed oCfer is made to holders located in otherjurisdictions pursuant to the Dutch Offer Document. As discussed above, the U.S. Offer would be made pwsuant to 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 AMKO ADSs, wherever located. The Dutch Offer would be made pursuant to the Dutch Offer Document to all holders of ABN AMRO Ordinary Shares who are located in the Netherlands and to all holders of ABN AMRO Ordinary Sharcs 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 the Dutch Offer. Rule 14d-1O(a)(l) under the Exchange Act provides that no person shall make a tender offer unless the offer is open to all security holders of the class of securities subject to the tender offer. Rule 14d-1(d)(Z)(ii) provides exemptive relief from Rule 14d-1O(a)( I ) and allows a bidder that qualifies far Tier II Relief to separate its offer "into two offers: one offcr made only to U.S. holders and another offer made only to non-U.S. holders" (emphasis added), It is a condition of this relief that the offer to U.S. holders must be made on terms at least as favorable as those offered any other holder of the same class of securities that is the subject of the tender offers. The Consortium believes that this condition will be satisfied, as the U.S. Offer and the Dutch Offer would be made an terms that are the same and the consideration offered would be the same for all holders. Notwithstanding the Consortium's eligibility for Tier I1 Relief, litcral application of Rule 14d-1(d)(2) would not exempt the dual offer structure described in this letter from the application of Rule 14d-10(a)(l). Here, the Dutch Offer is made pursuant to the Dutch Offer Document to all holders of ABN AMRO Ordinary Shares who are located in the Netherlands and to a11 holders of ABN AMRO Ordinary Shares who are located outside sf the NcthcrIands and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in such offer, and the U.S. Offer is made pursuant to the U.S. Offer Document to all U.S. holders of ABN AMRO Ordinary Shares and to all holders of ABN AMRO ADSs, wherever located. We do not believe, however, that this technical difference should disqualify the Offers from the exemptiue relief available under Rulc 14d-1(d)(2)(ii). Any U.S. holders of ABN AMRO Shares (as well as some non-U.S. holders of ABN AMRO ADSs) will be tendering in an offer that
is conducted in accordance with the Exchange Act. No U.S. holder is eligible to tender inla the Dutch Offer, the Dutch Offer will not be made to any holders of ABN AMRO ADSs and no ARN

19July 2007
AMRO Shares held by U.S. holders will be purchased and exchanged except pursuant to the U.S. Offer, which will be conducted in accordance with U.S. federal securities laws, including Regulations 14D and 14E under the Exchange Act (including Rule 14d-I)), except to the extent of any exemptive relief granted pursuant to this letter. We note that the Staff has permitted other similar dual offer structures in circumstances where the exemption under Rule 14d-I (dj(2) was not available. See e.g.,Enel Energy Europe Socielcj a Responhsihilird Limitafaand Acciona, S.A. Qfcr.for Endesa, S.A. (July 3,2007); Unconditjonal Manda/ovy General Qffersfor Shares of Asia Satellite TeEeco~nrnunicationsHoldings Limited (May 25, 2007); Qffer.s by Sonaecom, SGPS, S.A. for Portugal Telecom, SGPS, 5.A. (Dec. 19,2006); E. ON Aktie~ageaeEl~ch'.T Offerffo Endesa, S.A. (Dec. 6,2006);Gas Natural SDG,S.A. lkr Exchange Offerfor Endesa, S-A. mar. 6,2006); Harmony Gold Mining Company Uferfor Gold Fields Limiled (Nov. 19,2004). We respectfully request on behalf of the consortium exemptive relief from Rule 14d-1O(a)(l) under the Exchange Act to permit the Consortium to make (i) the U.S. Offer pursuant to the U.S. 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, and (ii) the Dutch Offer pursuant to the Dutch 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 the Dutch Offer. B. Rule 14d-7(a)(1) We understand that the Staff has taken the position that, in order to terminate withdrawal rights in an offer, certain conditions to the offer must be satisfied or waived and the bidder must declare the offer wholly unconditional. See e.g.,Manual of Publicly Available Telephone Interpretations, Third Supplement, 11. Cross-Border Release, A. Tier II Question (SEC Division of Corporation Finance, July 2001). We understand that the Staff bases its position on Rule I 4d-7(a)(l) under the Exchange Act, which provides that any person who has deposited securities pursuant to the tender offer has the right to withdraw any such securities during the period such offer, request or invitation remains open. We note that the Staff has taken the position previously that an offer that remains subject to certain postexpiration conditions might be deemed to '"remain open" and therefore, security holders wouId bc entitled to withdrawal rights until such conditions are satisfied. As discussed abovc, the Offers are subject to the Minimum Acceptance Condition, and acceptance of the U.S. Offer and the Dutch Offer wilI be counted on a combined basis for purposes of determining whether this condition has been satisfied. The LNDOCSO 115 176h2.15

Mr, Brian V. Breheny
Consortium may not determine whether the Minimum Acceptance Condition has been satisfied prior to the expiration of the Acceptance Period for the Offers. In accordance with the Dutch Takeover Regulations, the Consortium will announce the results of the Offers within five Euronext Amsterdam trading days followingthe expiration of the Acceptance Period. If it is determined that the Minimum Acceptance Condition has not been satisfied, the Consorti~mmay assert the condition, terminate the Offers and return the tendered ABN AMRO Shares. Alternatively, the Consortium may waive the Minimum Acceptance Condition. We believe that permitting the Consortium to assert the Minimum Acceptance Condition upon publication of the final results of the Offers, notwithstanding that the Offers have expired and that tcndering holders of ABN AMRO Shares will no longer have withdrawal rights, is consistent with Tier I1 Relief under Rule 14d-l[d)(2)(v), which expressly permits a bidder, notwithstanding Section 14(d)(5) of the Exchange Act, "not to extend withdrawal rights following the cIose of the offer and prior to the commencement of the subsequcnt offering period." We also believe that permitting the Consortium to proceed in this manner is consistent with the principles of Tier I1 Relief, which generaIly defer to home jurisdiction law and practice with respect to procedure. Accordingly, on behalf of the Consortium, we respectfully request exernptive relief from Rule 14d-7(a)(1) under the Exchange Act to permit the Consortium to assert the Minimum Acceptance Condition in the mamcr set forth in this letter and in the U.S. Offer Document if it is determined after the expiration of the U.S. Offer and after the withdrawal rights of tendering security holders have terminated that the Minimum Acceptance Condition has not been satisfied. Wc note that the Staff has granted similar relief in other recent transactions that involved a similar delay following expiration of an offer. See e.g.,E.ON A kfiengeselisclaqft'*rQflerfor Endesa, S.A. (Dec. 6,2006), Ofer by Sanofi-Syncladlabohfor Ordinary Shares and ADSs of A ventis (June 10,2004); 1n the Mutter qf Serono S.A. Offerfor All Outstanding Ordinary Shares, ADSs, OCEANE,Fand Wurr~ndsof Genset (Sep, 12, 2002).
Section 14(d)(5) of the Exchange Act provides, among other things, that
securities tendered in a tender offer may be withdrawn at any time after 60 days from the date of commencement of the tender offer if the securities have not been accepted for payment by the bidder. It is possible that the 6othday from comrncncernent of the U.S. Offer could occur before, on or afier the expiration of the Acceptance Period for the U.S. Offer while the results of the Offers are being determined but prior to the exchange of the tendered ABN AMRO

Ms. Christina G, Chalk
Shares. As discussed above, the final results of the Dutch Offer must be announced within five Euronext Amsterdam trading days after the end of the Acceptancc Period. As described above, acceptances of the U.S. Offer and the Dutch Offer would be counted on a combined basis for purposes of determining whether the Minimum Acceptance Condition has been satisfied. As a result, permitting withdrawals under the U.S. Offer after the expiration of the Acceptance Pcriod and prior to the announcement of the final results of the Offers would bc inconsistent with Dutch takeover law and practice and would enable withdrawals from the U.S. Offer during this period to frustrate the success of the Offers by affecting whether or not the Minimum Acceptance Condition is satisfied. Accordingly, we respectfully request on behalf of the Consortium exemptivc relief from Section 14(d)(5) of the Exchange Act to permit the Consortium to terminate withdrawal rights at any time which is both after the 60' day from commencement of the U,S.Offer and after the expiration of the Acceptance Period for the U. S. Offer until the finaI results of the Qffcrs are announced and exchange of the tendered ARN AMRO Shares occurs, in accordance with Dutch law and takeover practice. With respect to the relief sought from Section 14(d)(5), we note the Staffs grant of an exemption from Section 14(d)(5) to permit EON Aktiengesellschaft ("E.ONW)to terminate withdrawal rights in its U.S,offer at the expiration of its U.S. offer. See E.ON Akfiengesellscho/lls O'crfor Edesa, SA. (Dcc. 6, 2006)~' We also believe that this relief is consistent with the Commission's guidance set forth in the Cross-Border Release and the principle underlying Rule 14d-I(d)(2)(iv), which provides certain 'Tier I1 ReIief to allow payment to be made in accordance with the requirements of home jurisdiction law or practice. Rule 14d-4(d)(2)under thc Exchange Act provides that, following a material change to a registered securities offer, such offer must remain open for five U.S. business days from the date that the material changes to the tender offer materials me disseminated to security holders (and, as a result, security holders would continue to have withdrawal rights during such five business day period under Rule 14d-7). We understand the Staffs position See also Enel Enera Europe Socjetd a Responbsibilitd Limilata and A cciona, S.A. Oferfor Endesa, S.A. (July 3, 2007); Offer by BCP CrystulAcquisition GmbH R Co, ef alfov &lanexe A AG (Feb. 3, 2004); Offer by Alean Inc. for Common Shares, ADS, Bonus Allocation Rights and OCEANEs of Pechiney (Oct. 8,2003);and In the Matter of Serono S.A. Offerfor All Outstanding Ordinary Shares, ADSs, OCEANETand W~rrant.sof Gensei (Se p. 12,2002). 2

Mr. Rrian V. Rreheny is that the waiver of a minimum tender condition to an offer constitutes a "material change9' to a tcnder offer. Accordingly, absent the relief requested undcr Rule 14d-4(d)(2), the Consortium would not be permitted to waive the Minimum Acceptance Condition in accordance with Dutch Iaw after expiration of the US.Offer without providing for the fiveday extension requircd under Rule 14d-4(d)(2) and withdrawal rights required under Rule 14d-7, In accordance with Dutch law, the Consortium may waive the Minimum Acceptance Condition after the expiration of the Acceptance Period and, assuming all other conditions to the Offers have been satisfied or, to the extent permitted, waived, declare the Dutch Off'er unconditional (gestanddoening). Under Dutch law, the Consortium would be deemed to have accepted for exchange ARN AMRO Shares tendered into the Dutch Offer upon the Dutch Offer being declared unconditionaI (gesfanddeening). After the Dutch Offer is declared unconditional (gestanddoening),the Acceptance Period for the Dutch Offer is no longer capable of being extended. As discussed above, the Consortium intends for the US. Offer and the Dutch Offer to commence and end on the same date. The Consortium has also been advised by the AFM that the Acceptance Period for each Offer must be the same and that the U.S. Offer and the Dutch Offer must end on the same date. In addition, as described above, acceptances of the U.S. Offer and the Dutch Offer would be counted on a combined basis to determine whether the Minimum Acceptance Condition has been satisfied. As a result, requiring the U.S. Offer to be extended beyond the expiration date of the Dutch Offer, or permitting withdrawals under the U.S. Offer after the expiration of the Accep1anc.e Period and prior to the announcement of the final results of the Offers would be inconsistent with Dutch takeover law and practice and would enable withdrawals from the U.S. Offcr during this period to frustrate the success of the Offers by affecting whether or not the Minimum Acceptance Condition is satisfied. In light of increasingly sophisticated trading strategies by hedge funds in Europe and the United States, any benefits of requiring the Consortium to extend the US. Offer and provide withdrawal rights undcr these circumstances are outweighed by the significant risk that the Consortium could become contractualEy required to purchase ABN AMRO Ordinary Shares in the Dutch Offer even though the Minimum Acceptance Condition may no longer be satisfied at the time of expiration of the U.S. Offer. Moreover, requiring different expiration dates for the Offers would conflict with the principles underlying the Staff's position in granting relief necessary to permit dual offer structures - namely, that the procedural and economic terms should be as equivalent as practically possible.

Mr. Brian V. Bxeheny
Ms. Christina E. ChaIk
In addition, we note that in determining whether to make the critical decision to waive the Minimum Acceptance Condition at the time the Acceptance Period expires, the Consortium and its advisors need to have full information about the number of ABN AMRO Shares then issued and outstanding on a fully diluted basis, the number of ABN AMRO Shares tendered to that point and any information that they could obtain as to the ownership of the ABN AMRO Shares that have not been tendered into the Offers, including the number of securities believed to have been tendered into any competing offer. Because the Offers are being made by the Consortium without any agreement with ABN AMRO with respect to the making of the Offers and because of the tendency in Dutch tender offers for the bulk of the shares to be tendered at the end or close to the end of the offering period, this information may not be available until after the end sf the Acceptancc Period. Thus the Consortium may not be in a position to make an informed decision whether to waive the Minimum Acceptance Condition prior to the expiration of the Acceptance Period. Under an interpretation of the Commission regarding changes to minimum tender conditions that is set forth in the Cross-Border Release, the Staff will not object if bidders meeting the requirements Tor Tier I1 Relief waive the minimum tender condition without extending withdrawal rights during the remainder of the offer (unless an extension is required by Rule 14e-l ), if certain conditions are met. We understand that the Staff has taken the position that this interpretation, however, aIlows the termination of withdrawa1 rights only once a11 conditions to the offer are satisfied. See Manual of Publicly Available Telephone Interpretations, Third Supplement, 11. Cross-Border Relcase, A. Tier I1 Question (SDC Division of Corporation Finance, July 2001). Thus, the relief provided by the Commission's interpretation regarding changes to minimum tender conditions would not technically apply in thc case of the Offers, because the Minimum Acceptance Condition under the Offers would not be waived until after termination of withdrawaI rights upon expiration of the US, Offer. In the event of a Change in the Minimum Acceptance Condition, the Consortium intends to comply with the conditions described in the Cross-Border Release noted in the prcccding paragraph. At least five U.S, business days prior to the scheduled expiration date of the U.S. Offer, the Consortium would announce that it may effect a Change in the Minimum Acceptance Condition. The Consortium would disseminate this announcement through a press release and by placing an advertisement in a newspaper of national circulation in the United States, which press rclease and advertisement would state the exact percentage to which the Minimum Acceptancc Condition may be waived, such percentage being not Iess than a majority of the issued and outstanding ABN AMRO Ordinary Shares on a fully diluted
basis and, furthermore, state that such a waiver is possible and advise shareholders to withdraw their tenders immediately if their willingness to tender into the U.S. Offer would bc affected by such waiver of the Minimum Acceptance Condition.

Mr. Brian V, Breheny
Ms, Christina E. Chalk
The Consortium would file this announcement with the Commission via the EDGAR filing system on the date that the announcement is made. The Consortium would declare its actual intentions once it is required to do so under Dutch Takeover Regulations. During the fiveday period after the Consortium makes the announcement described in this paragraph, the U.S. Offer would be open far acceptances and holders of ABN AMRO Shares who have tendered their securities in the U.S. Offer would be entitled to withdraw their securities. The U.S. Offer Document would also describe the procedure for effecting a Change in the Minimum Acceptance Condition. Additionally, the U.S.Offer Document would include a discussion on the implications of a Change in the Minimum Acceptance Condition. Furthermore, as described above, in the event that a Change in the Minimum Acceptance Condition is effected after the expiration of the Acceptance Period, the Consortium would provide a Subsequent Acceptance Period of at least U.S. five busincss days, during which period the Offers would be open for acceptances, folIowing such Change in the Minimum Acceptance Condition. We respectfulIy request on behalf of the Consortium exemptive relief from Rule 14d-4(d)(2) under the Exchange Act to permit the Consortium, foIlowing the expiration of the U.S. Offer, to effect a Change in the Minimum Acceptance Condition in accordance with Dutch law and takeover practice in the event that the Minimum Acceptance Condition has not been satisfied,without extending the Acceptance Period of, or extending withdrawal rights under, the U.S. Offer. With respect to the relief sought from Rule 14d-4(d)(2), we note the Staffs grant of an exemption from Rule I 4d-4(d)(2) to permit E.ON to reduce or waive the minimum tender condition after the expiration of its U.S. offer, without extending the initial offer period or withdrawal rights after such reduction or waiver, in accordance with Spanish law and regulation, subject to EON providing the procedural and disclosure protections outlined in its request letter. See E.ONAlctiengesel/schaft'sUf,r for Endesa, S.A. (Dec. 6, 2006).~ On behalf of the Consortium, we respectfully request that the Commission issue the requested exemptive relief as soon as practicable. See also Gas NaruralSDG, S.A. 's Exchange Offerfor Endesa, S.A. (Mar. 6,20061, SERENA Sofhvarc, Inc. Offerfor Shores and ADS$ ofMeruni plc (Apr, 13,2004);Amerada Hess Corporation qrerJor Shares and A DSs ofI,ASMO plc (Dec. 13, 2000); and The Royal Bank of Scotland Groupplc Qferfor Shares and AD,% of National Wcstmin.~rerRank PLC (Dec. 27, 1999)- 3

Mr. BrianV.Breheny
Ms. ChristinaE.Chalk
If youhaveany questionsor require any additid information, pleasecontact George Kmfotias at +I4 207 655 5576. Gregory B. Amchaa Linklatern UP Shman & Sterhg Cravath, Swaine Bt WiMe Fan& LLP Moore LLP Gallagha LLP cc: MilIerMcLean Chis Campbell RoyaI Bank ofSdmd Group PLC Juan Guitanl Bmco Smtmder Central Hispano, S.A. Jcnnnine Quaetaert Fortis SA/NV and FortisN.V. Lawrence Vranka, Jr, Peter Goes Liddaters LLP David Plattner Shearman & SterlingLLP William P.Rogers, JT. Cravath, Swahe & Moore LLP Maurice M.Lefkort Jon J. Lyman Willkie Fan & Gallagher LLP Ladewijk Hijmans van denBergb Remard Roelvink DeBrauw BlackstmeWestbroek N.V.

-I

Ms. Christina Chalk

Ofice of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington. DC 20549-3628

Date 22JUIY 2007
Your ref.

Our ref, F:EZ0\2034803'X\Opinies\bU02finaC238.DOC

Re. Proposed Offer for ABN AMRO Holding NV by The Royal Bank of Scotland

Group plc, Banco Santander Central Hispana, S.A. and Fortis SAENV and

Fortis N.V.

Dear Mr. Breheny and Ms.Chalk.
We have acted on behaEf of be Brauw BIackstone Westbroek N.V. as Dutch legal advisers (advocaten)to Banco Saniander Central Hispano, S.A., a bank organized under the laws of the Kingdom of Spain ("Santander"),and Fortis SAJNV, a company incorporated in Belgium, and Fortis N.V., a public limited liability company incarporated In the Netherlands (together "Fortts")in connection with the proposed offer by Santander, Fortis and The Royal Bank of Scotland Group plc, a public limited liability company organized under the laws of the UnlXed Kingdom and regtstsredin ScoBand, 10 acquire all of the outstanding ordinary shares of ABN AMRO Holding N.V,, a public limited liability company incorporafed in the Netherlands, as described in, and on the terms set out in. interalia, an exemptive relief letter, dated 19 July 2007,sent to the US Securities and Exchange CornmissIan (the "SEC")by Mr Geor~e Karafotias of Shearman 8 Sterling LLP, Mr.Thomas B. Shropshite, dr. of Linklaters tip, Mr. Richard Hall of Cravalh, Swaina & Moore and Mr. Gregory Astrachan of Willkie Farr & Gallagher LLP (the "ExemptiveUalief Letter"). We understand that in connectton with the Exemptwe Relief Letter the 5EC has requested a letter confirming certain statements nlaBng to Dutch law and De Breuw €Ua&$rone WesfSrneh NU , 1Ce Haqi~e,IS rep3Iered wlh lhe trade reg~llarIn the Nelhedends under 60 2ftf!412 All servt~e+am Mher work are tamed odt under an agreement at rltstrYCNOO ('nvawenkarml van opatacrt'l wtlh Oe Brauw BIStk6lOne Waslbroek N V Tho sgroarnonr IS sdn(rrr $0maGenela1 Conadlme. vhlch hove been 411bdwlrn the raglper 01 !he halrncl Courl Tne Hague ano conta~rtaI~mlal~onol linart~tyClmarrr awount nolnoes 1NG &snk nu 69 37.13 876 Tripolis Burgenvceshuispad301 P.O. BOX 75084 1070AB Amsrerdam

3E BRAU'a
BLACKSTOME
W ESTBi;)QER market practice as set out in the Exemptive Relief Letter. A copy of the Exemptive Relief Letter is attached hereta. 2 We have reviewed the Exernptive Relief Letter and confirm that the

statements of Dutch law and takeover practice in the Exemptive Relief Letter

(the "Dutch Statements") are accurate and, In our view, compiete for the

purpose of the Exemptive Relief Letter.

3 We note the following:
The Dutch Statements consist of brief summaries of relevant matters of butch law or, as the case may be, Dutch markst practice and should not be construed as a comprehensive description. Thls letter is rendered solely In connectionwtth the Exemptive Rellef Letter and is addressed only to the SEC. It may not be relied upon by anyone for any reason, except by the SEC for the purpose of revlawing the Exernptive Relief Letter. We do not accept any liability to anyone in connection with the matters addressed In this letter, Save as set out below. this letter may not be reproduced, referred to or quoted in any offering materials, disclosure materials or printed matter, except as expressly prov~dedherein, We consent to this letter being attached to the Exemptive Relief Letter (it being noted that In giving such consent we da not thereby admit that we are In a category of persons whose consent is required). d This letter is limited to matters of Dutch law as applied by the Dutch courts and published and in effect on the date of this letter. It.Is given on the basis that or1 matters relating to It will be governed by, and that it (Including a14 terms used in it) will be construed In accordance with, Dutch law. Yours faithfully, on behalf of Da Brauw BlackstoneWestbroek N.Y Our ref. 220\2034803nOpinies\bOOMnaI-2388DOC

Unklaters UP
WC Amsterdam
Zuklpleln 180
1077XV AmsFerdam
Telephone(411 20)7896200
Fadmlle (41 20)799 6300
Direct Llne (41 20)7926270 pter.goesBlinklatem.COm Ms. Christina Chalk Office of Mergers and Acquisitions U.S. Securities and Exchange Commission 200 F. Street, N.E. Washington. DC 20549-3628 2 9 July 2007 Dear Mr. Breheny and Ms, Chalk We are Dutch counsel to The Royal Bank of Scotland Group plc, a pu'blic limited company organlsed under the laws of the United Kingdom and regtstered in Scotland ("RBS").We are writing En respect of the letter (the "Examptlve Relief Lettef') dated 19 July 2007 from LinklaZers LLP, Sheaman & Sterling LLP, Cravath, Swaine & Moore LLP and Wlllkie Farr & Gallagher LLP requesting cm behalf of RBS, Banco Santander Central Hispana S.A,, a bank arganised under the laws of the Kingdom of Spain, Fortis SAINV, a cmpany incorporated in Belgium, and Fortls N.V., a public Hrnited liability company incorporated in the Netherlands, relief from certain provisions of the Unlted States Securities Exchange Act of 1934, as amended. We have reviewed the Exemptive Relief Letter and are of the opinion that the statements made therein relating to Dutch takeover law and practice are fair, accurate and complete for the purpose of the Exemptive Relief Letter. The opinion expressed above is limited to Dutch law applicable therein, and we express no opinion as to any laws, or matters governed by any laws, other than Dutch law applicable therein in effect as of the date hereof. The opinion expressed above is provided solely for the benefit of the addressee in connection with the transactions contemplated by the Exemptive Relief Letter and may not be used or relied upon by any other person or for any other purpose. Yours sincerely, Peter Goes Advcrcaat Partner fMa mnmunlcatlm is cwrfldentlaland may be prfvlleged w othenvfru,pmwtedby Wprodm Immwdty. LlnkhtersLP Is a ernited Iiilfty pmrahip registered In E@and and Waf88 wim registerednumMOC928WS. It $6qulaied by Law Society ot Englandand WaRls. TI% hrm partner In mbtlwt to Unldatara LLP is used m rafar to a member of Unklaters LLP or an emwee pr multanl of Linklabrs UP or any 01 ilS affiliawfimor entities with equlvalbm standing srd qualillcallans. A l~std ths mms oi ths membm at ClnkJam UP tagether w~lha lid d thaae mn-membws wha are desrgmted aa parmew and hlr pmfsssiml qualfical[mw Is wdo lnswtiwl a! its rsglasred ofke, One Slfk Sawt London EC2Y BHQ or on w.llrklmten.m and such persona are sWr solldtors, mglswredfmlgn lawyers or Evropsan lawyws,