Securities Exchange Act of 1934
Rule 14d-7(a)(1)
Rule 14d-10(a)(1)
Rule 14d-4(d)(2)

July 23, 2007

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

George Karafotias
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom

Dear Mr. Karafotias:

We are responding to the letter dated July 19, 2007 from you and counsel for the other members of the Consortium, addressed to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

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-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) is granted to permit the Consortium to make the U.S. Offer available to all holders of ABN AMRO ADSs and all U.S. holders of ABN AMRO Ordinary Shares. The Dutch Offer will be made to all holders of ABN AMRO Ordinary Shares located in the Netherlands and to all holders of Ordinary Shares located outside of the Netherlands and the United States, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in such offer.
   
• 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) is granted to allow the Consortium to terminate withdrawal rights at the expiration of the Acceptance Period if all conditions to the Offers, other than the Minimum Acceptance Condition, have been satisfied or waived, during a period of no more than five Euronext Amsterdam trading days to permit the determination of whether the Minimum Acceptance Condition has been satisfied and for the exchange of ABN AMRO shares to occur, in accordance with Dutch law and practice.
   
• Rule 14d-4(d)(2) under the Exchange Act. The exemption from Rule 14d-4(d)(2) is granted to allow the Consortium to waive the Minimum Acceptance Condition in the event that the number of ABN AMRO Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered and not properly withdrawn in the U.S. Offer and the Dutch Offer, on a combined basis, together with the Ordinary Shares held by BidCo, represents not less than a majority of the issued and outstanding ABN AMRO Ordinary Shares, without extending the Acceptance Period and without providing withdrawal rights in the U.S. Offer after such waiver, in accordance with Dutch law and practice. We note in granting such relief that if the Consortium waives the Minimum Acceptance Condition under those circumstances, it will provide the procedural and disclosure protections described in your letter of July 19, 2007.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated July 19, 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 Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/rbs072307-sec14.htm