Shearman & Sterling is acting as U.S. counsel to The Royal Bank of Scotland Group plc in its proposed consortium offer for ABN AMRO Holding N.V., the Netherlands based banking group.

On May 29, 2007 Royal Bank of Scotland, together with Spain's Banco Santander Central Hispano S.A. and Belgian/Dutch bank Fortis S.A./N.V. and Fortis N.V. announced a proposed offer for ABN AMRO of €38.40 per ABN AMRO ordinary share, comprising €30.40 in cash and 0.844 RBS ordinary shares for each ABN AMRO ordinary share. This includes €1.00 in cash to be retained by the consortium pending resolution of the situation relating to ABN AMRO's agreement to sell its U.S. banking subsidiary, LaSalle Bank, to Bank of America.

The consortium's proposed offer values ABN AMRO at approximately €71.1 billion ($95.5 billion), making the transaction the largest ever M&A deal in the financial services sector.

The Shearman & Sterling London-based M&A team advising RBS includes partners George Karafotias and Bonnie Greaves and associates Babett Carrier, Sean Skiffington, Denise Ho and David Plattner. London-based partners Richard Price and Jim Bartos and Frankfurt-based associate Marc Plepelits are providing US capital markets advice.

The Shearman & Sterling New York-based M&A team advising RBS includes partners Creighton Condon and Scott Petepiece and associates Andrew Noreuil, Tony Feuerstein, Scott Tinkham, Henry Robbins and Gabrielle Larocque. Partner Alan Goudiss of the New York office advised on Litigation matters and partner Brad Sabel of the New York office is leading the U.S. bank regulatory team advising RBS.