The Children’s Investment Fund Management (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC304797. A list of members’ names is open to inspection at its registered office and principal place of business 7 Clifford Street, London, W18 2WE, England. The Children’s Investment Fund Management (UK) LLP is authorised and regulated by the Financial Services Authority.

20 February 2007

Mr. Arthur C. Martinez Chairman of the Supervisory Board ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

Mr. Rijkman W.J. Groenink Chairman and CEO of the Managing Board ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

cc. Mr. H.W. Nagtglas Versteeg Company Secretary ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

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 €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 €50million, 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.

The Children’s Investment Fund Management (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC304797. A list of members’ names is open to inspection at its registered office and principal place of business 7 Clifford Street, London, W18 2WE, England. The Children’s Investment Fund Management (UK) LLP is authorised and regulated by the Financial Services Authority.

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 6 years 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 €30 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.

The Children’s Investment Fund Management (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC304797. A list of members’ names is open to inspection at its registered office and principal place of business 7 Clifford Street, London, W18 2WE, England. The Children’s Investment Fund Management (UK) LLP is authorised and regulated by the Financial Services Authority.

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.

PROPOSAL FOR MOTIONS for the

Annual General Meeting of Shareholders of ABN AMRO Holding N.V. (the “Company” or “ABN AMRO”)

on 26 April, 2007 The General Meeting of Shareholders of ABN AMRO Holding N.V. considers that:

- Since the current chairman of the Managing Board was appointed in May 2000, the Company has given shareholders a very disappointing cumulative share price return as a result of poor underlying earnings per share growth. Moreover, this was at a time when nearly all banks globally enjoyed strong growth in their earnings per share and share prices;

- Over the past 6 years the current management has implemented several

restructuring strategies that were supposed to accelerate earnings growth and which to date have failed to deliver such growth. In 2006 by management’s own admission the company failed to improve its operating efficiency as initially planned;

- 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;

- Today the underlying fair value of ABN AMRO’s assets significantly exceeds

the Company’s current market capitalisation. In order to realise the Company’s true value for its shareholders, management should explore the potential break up, spin-off and sale or merger of its major businesses and/or the whole Company;

and therefore requests that the Supervisory Board and the Managing Board of ABN AMRO Holding N.V. place the following items on the agenda for the next General Meeting of Shareholders to be held on 26 April 2007. Each of the agenda items numbered 1 – 5 are independent motions to be voted on separately.

1. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to actively pursue any possibilities to sell, spin-off or merge some or all of the major businesses of the company to maximize shareholder value;

2. a shareholder vote on the principle that it is in the best interests of all

shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to return the cash proceeds of any major business disposals to all shareholders by way of a share buyback or special dividend;

3. a shareholder vote on the principle that it is in the best interests of all

shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to actively pursue any possibilities to sell or merge the whole Company to maximize shareholder value;

4. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to report to shareholders upon the outcome of such active investigations referred to in the above paragraphs within 6 months from the date of the AGM; and

5. a shareholder vote on the principle that it is in the best interests of all

shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to cease the pursuit, for a period of six months from the date of the AGM, of any major business acquisitions, including the rumoured acquisition of Capitalia SpA which has been the subject of repeated speculation in the public press.