| March 3, 1997 |
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Isaac B. Lustgarten, Esq. Dear Mr. Lustgarten: By two letters dated February 13, 1997, and a letter dated February 20, 1997, you and your client, Cooperatieve Centrale Raffeisen-Boerenleenbank, B.A., Rabobank Nederland ("Rabobank"), Utrecht, the Netherlands, indicated that Rabobank currently controls [number deleted] percent of the voting shares of Rodamco. You ask whether this circumstance would affect the Board's opinion letter of January 30, 1997, in which the Board determined that Rabobank would not control RoProperty Services, B.V. ("RoPro") or Rodamco N.V. ("Rodamco"), both of Rotterdam, the Netherlands, for purposes of the Bank Holding Company Act by virtue of certain relationships between Rabobank and its subsidiary, Robeco Groep, N.V. ("RGNV"), Rotterdam, the Netherlands, on the one hand and RoPro and Rodamco on the other. Rabobank argues that its minimal interest in Rodamco, even considered in the context of the other business relationships discussed in the Board's January 30, 1997 letter, would not allow Rabobank to exercise a controlling influence over Rodamco for purposes of the Bank Holding Company Act. Several other independent shareholders hold in excess of 5 percent of the shares of Rodamco. Rabobank has committed that it will notify the Federal Reserve System [word(s) deleted] to provide the Federal Reserve System with an opportunity to determine the consistency of such control with the Bank Holding Company Act. Furthermore, you have informed the Board that no relationships exist among Rabobank, RGNV, RoPro and Rodamco other than the relationships discussed in the Board's letter of January 30, 1997, and disclosed in the February correspondence noted above. In light of all the facts in this case, including the size of the investment and the commitments provided by Rabobank, it is my view that Rabobank's limited ownership of Rodamco shares is consistent with the determination of the Board as set forth in its January 30, 1997 letter. Any further change to the facts and circumstances regarding this proposal could result in a different determination. You should advise the Board before making any further modification in the proposal.
Very truly yours,
(signed) J. Virgil Mattingly
J. Virgil Mattingly
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