Davis Polk & Wardwell Advises ABN AMRO on Major Transactions With Barclays and Bank of America: Davis Polk Advises ABN AMRO on Its $91 Billion Merger With Barclays In a Separate Transaction, the Firm Is Advising ABN AMRO on the $21 Billion Sale of La Salle Bank Corporation to Bank of America

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Davis Polk & Wardwell is advising ABN AMRO Holding N.V. on its proposed merger with Barclays plc. The transaction is the largest-ever in the banking industry and will create one of the world's top five banks. Based in the Netherlands, ABN AMRO is an international bank. Based in the United Kingdom, Barclays is a financial services group with a large international presence in Europe, the United States, Africa and Asia.

    According to the terms of the merger, ABN AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays for each existing ABN AMRO ordinary share, valuing the transaction at approximately $91 billion. The transaction is expected to be completed during the fourth quarter of 2007.

In a separate transaction, Davis Polk is advising ABN AMRO on the sale of La Salle Bank Corporation, ABN AMRO's U.S. bank holding company, to Bank of America Corporation for $21 billion. La Salle is the parent of La Salle Bank, N.A., Chicago, Illinois and La Salle Bank Midwest, N.A., Troy, Michigan. The transaction represents the ninth-largest U.S. bank merger in history and is expected to close before completion of the Barclays offer.

The Davis Polk European-based corporate team advising on ABN AMRO's proposed merger with Barclays includes partners Margaret E. Tahyar and Thomas J. Reid, associates John B. Meade, Harold J.G. Brunink, Daniel M. Shapiro and Anna Tikkanen and legal assistants Damion R. Jackson and Paulina Vargas.

The Davis Polk New York-based corporate team advising on ABN AMRO's sale of La Salle to Bank of America includes partners William L. Taylor and William H. Aaronson and associates Michael Davis and Shih-Jern Liang. Partner Barbara Nims of the New York office is providing employment advice.

Davis Polk partner Randall D. Guynn of the New York office is leading the U.S. bank regulatory team advising on both the Barclays merger and on the sale of La Salle Bank Corporation. Associates Lena V. Kiely and Cristina Diaz, both of the New York office, are providing assistance on the Barclays merger, and associates Yixin (Christine) Chen, Lena Kiely and Shawn Richards, all of the New York office, are providing assistance on the sale of La Salle Bank to Bank of America.

Partner Kathleen L. Ferrell of the New York office, partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office are providing tax advice, and partner Paul W. Bartel II of the New York office is providing antitrust advice, for both the Barclays merger and the sale of La Salle Bank. Associate Neil Weinberg of the New York office is providing tax advice on the sale of La Salle Bank.

About Davis Polk & Wardwell. Davis Polk & Wardwell is a global law firm based in New York City. For nearly 160 years, its lawyers have advised industry-leading companies and global financial institutions on their most challenging legal and business matters. Davis Polk ranks among the world's preeminent law firms across the entire range of its practice, which spans such areas as capital markets, mergers and acquisitions, credit, litigation, private equity, tax, investment management, insolvency and restructuring, executive compensation, intellectual property and real estate. The firm has approximately 700 lawyers in offices in New York, Menlo Park, CA, Washington, DC, London, Paris, Frankfurt, Madrid, Hong Kong, Beijing and Tokyo.

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Harald Stavenas
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