FACTBOX: ABN AMRO gets rival approach that tops agreed bid

(Reuters) - The Netherlands' largest bank, ABN AMRO AAH.AS, received its second takeover proposal this week on Wednesday, a 72.25 billion euro ($98.6 billion) mix of cash, shares and its own final dividend for 2006.

Three banks led by Britain's Royal Bank of Scotland Group Plc (RBS.L) said their potential deal was worth 39 euros per ABN share, or 13 percent more than an all-share offer from Britain's Barclays Plc (BARC.L) that ABN agreed to on Monday.

Following are some key points from the rival proposals:

** RBS said its consortium, which includes Spain's Santander (SAN.MC) and Belgian-Dutch bank Fortis FOR.BR, would pay about 70 percent in cash, or around 27 euros. The balance would be in RBS shares. The 39 euros value was obtained by including a planned 60 euro cent dividend set to be paid by ABN.

** Barclays offered 3.225 new Barclays shares per ABN share. Like Wednesday's rival proposal, Barclays used ABN's final dividend to boost the value of its offer.

** Barclays says its takeover plan would lead to 3.5 billion euros of annual savings, largely from cutting 23,600 jobs, but analysts have said the RBS-led consortium could extract even more costs and so offer a higher price.

Under the RBS proposal, Santander is expected to get ABN's Brazilian and Italian businesses, with RBS taking the wholesale bank and LaSalle. Fortis would take the Dutch business.

** The fly in the ointment for the RBS consortium is a deal signed by ABN on Monday to sell its U.S. bank LaSalle for $21 billion cash to Bank of America (BAC.N), a move critics viewed as an attempt to block a competing bid.

The RBS group said its proposal was contingent on access to ABN's books and on LaSalle remaining within ABN.

The terms of the BoA/LaSalle deal give potential rivals only until May 6 to make a higher bid, which must be in cash and which BoA is allowed to match.

"If Bank of America matches there is no further right to terminate the contract for a superior proposal," ABN said on its website. If BoA does not match any higher price it will receive a $200 million break fee from ABN.

** At 0930 GMT, the Barclays offer was worth 34.26 euros, a 6.2 percent discount to ABN's share price of 36.52 euros. The RBS offer was worth just under 39 euros, assuming exactly 70 percent of the purchase price is in cash.