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Shares of ABN AMRO Holding N.V. (ABN) were up 6% in action yesterday after the London based Children's Investment Fund urged the company to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole). The firm sees a "sum of the parts" value in excess of EUR 30 per share.

In a letter to the company the firm said:

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole), in much the same way you successfully managed and executed when you were the CEO at Sears. We believe that this strategy would not only create significant shareholder value but also would best serve all the stakeholders who otherwise would suffer over the long term from the structurally declining competitive position of ABN AMRO.

A Copy of the Letter:

Dear Mr. Martinez and Mr. Groenink,

Agenda items for the AGM of ABN AMRO Holding N.V. on 26 April 2007 The Children's Investment Fund Management [UK] LLP is the London based fund manager for The Children's Investment Master Fund. The fund manager was formed by Christopher Hohn in 2003. I, Patrick Degorce, am one of its founding members.

The Children's Investment Master Fund currently owns more than 1% of the share capital of ABN AMRO Holding N.V. ("ABN AMRO") and the fund's shareholding has a market value in excess of EUR 50 million. Enclosed with this letter is evidence of The Children's Investment Master Fund's shareholding in ABN AMRO. Article 28.5 of the articles of association of ABN AMRO give shareholders who represent at least 1% of ABN AMRO's capital or who hold shares with a market value of at least EUR50million, per the Official List of Euronext Amsterdam N.V, the right to request that the Managing Board or the Supervisory Board place items on the agenda for a General Meeting of shareholders.

As Chairman of the Supervisory Board you are the ultimate guardian and fiduciary of shareholders' interests. Therefore we are writing to give you the background to our request today for five motions to be put to all shareholders of ABN AMRO at the next AGM scheduled for 26 April 2007.

Since the current chairman of the Managing Board was appointed in May 2000 ABN AMRO has given shareholders a cumulative share price return of 0% (excluding dividends) compared to (a) the ABN AMRO selected peer group of approximately 44% and (b) the Dow Jones Euro Stoxx Banks Index of 44% (all numbers are for the period 1 June 2000 to 31 January 2007).

This terrible shareholder return is a function of the fact that ABN AMRO's underlying earnings per share has been broadly flat for around 6 years, during a time when nearly all banks globally have enjoyed a period of strong earnings growth.

The Managing Board has presented several restructuring strategies over the last 6years which were supposed to accelerate earnings growth which would be reflected in a higher share price. In 2006 they again committed to cut costs and they have so far failed to deliver.

As shareholders we are also concerned that, if the credit environment were to worsen, the current profitability of ABN AMRO could be significantly impacted and further weaken the capacity of ABN AMRO to invest and grow.

The recent acquisition of Banca Antonveneta at a very high price has also failed to deliver the promised shareholder value and has caused the market to discount ABN AMRO's share price to reflect its concern over the Managing Board's acquisition strategy.

As a result of the above failures and risks, we believe that ABN AMRO's current market capitalisation stands at a significant discount to the fair value of ABN AMRO's underlying assets.

The "sum of the parts" analysis conducted by most sell-side analysts show that the aggregate value of ABN AMRO's businesses would justify a price significantly in excess of EUR30 per share. This view was recently echoed in a note published on 11 January 2007 by the number one rated (by Institutional Investor) European bank analyst working at Merrill Lynch, entitled ''Now or Never.'' In addition, most analysts see further upside from aligning the profitability of ABN AMRO's major businesses to the level of their best in class peers.

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole), in much the same way you successfully managed and executed when you were the CEO at Sears. We believe that this strategy would not only create significant shareholder value but also would best serve all the stakeholders who otherwise would suffer over the long term from the structurally declining competitive position of ABN AMRO.

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to cease its current acquisition strategy which we believe could further erode shareholder value. In particular there has been repeated press speculation about the potential acquisition of Capitalia SpA. We think such an acquisition would have a negative impact upon the share price of ABN AMRO given the current high valuation of Capitalia relative to ABN AMRO's own valuation and the risk of the acquisition causing the departure of Capitalia's very successful management team.

For the above reasons we are requesting the attached independent motions to be put on the agenda (as per article. 28.5 of the articles of association) as separate items for the shareholders to vote on at the Annual General Meeting to be held on 26 April 2007.

I should be grateful to meet with you to discuss the contents of this letter at your earliest convenience.

We kindly request you to confirm to us by return that you have received this letter and will include our motions on the agenda for the Annual General Meeting to be held on 26 April 2007.

Yours sincerely,

Patrick Degorce

The Children's Investment Fund Management [UK] LLP Encs.

Source: ABN AMRO: Children's Investment Fund Urges Break-Up or Sale