Filed
pursuant to Rule 433
May
21, 2008
Relating
to Preliminary Pricing Supplement No. 644 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29,
2006
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ABN AMRO Bank N.V. Reverse
Exchangeable Securities
S-NOTESSM
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Preliminary Pricing
Sheet – May 21,
2008
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SIX OFFERINGS OF
KNOCK-IN REXSM
SECURITIES
DUE AUGUST 29,
2008
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OFFERING
PERIOD: MAY 21, 2008 – MAY 23,
2008
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SUMMARY
INFORMATION
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Issuer:
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ABN AMRO Bank N.V. (Senior Long
Term Debt Rating: Moody’s Aa2, S&P
AA-)
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Lead Agent:
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ABN AMRO
Incorporated
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Offerings:
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This prospectus relates to six
separate offerings of securities (“the Securities”). Each Security offered is linked
to one, and only one, Underlying Stock. The Underlying Stocks are set
forth in the table below. You may participate in any of the six Securities
offerings or, at your election, in two or more of the offerings. This
prospectus does not, however, allow you
to purchase a Security linked to a basket of some or all of the Underlying
Stocks described below. Each Security has a term of three
months.
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Interest Payment
Dates:
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Interest on the Securities is
payable monthly in arrears on the 29th day of each month starting on
June 29, 2008 and ending on the Maturity Date.
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Underlying
Stock
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Ticker
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Coupon Rate
Per Annum*
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Interest
Rate
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Put
Premium
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Knock-in
Level
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CUSIP
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ISIN
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Terex
Corporation
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TEX
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13.50%
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2.54%
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10.96%
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75%
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00083GRD8
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US00083GRD87
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The Kroger
Co.
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KR
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13.25%
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2.54%
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10.71%
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85%
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00083GRE6
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US00083GRE60
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The Manitowoc Company,
Inc.
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MTW
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13.00%
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2.54%
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10.46%
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75%
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00083GRF3
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US00083GRF36
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Accenture
Ltd
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ACN
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11.40%
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2.54%
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8.86%
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85%
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00083GRG1
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US00083GRG19
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Manpower
Inc.
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MAN
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9.50%
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2.54%
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6.96%
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80%
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00083GRH9
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US00083GRH91
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Ingersoll-Rand Company
Limited
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IR
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8.50%
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2.54%
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5.96%
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80%
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00083GRJ5
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US00083GRJ57
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*The Securities have a term of
three months, so you will receive a pro rata amount of this per annum rate
based on such three-month period.
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Denomination/Principal:
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$1,000
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Issue
Price:
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100%
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Payment at
Maturity:
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The payment at maturity for each
Security is based on the performance of the Underlying Stock linked to
such Security:
i)
If the closing price of the applicable Underlying Stock on the primary
U.S. exchange or market for such Underlying Stock has not fallen below the applicable Knock-In
Level on any trading day from but not including the Pricing Date to and
including the Determination Date, we will pay you the principal amount of
each Security in cash.
ii) If the
closing price of the applicable Underlying Stock on the primary U.S. exchange
or market for such Underlying Stock has fallen below the applicable
Knock-In Level on any trading day from but not including the Pricing Date
to and including the Determination Date:
a) we will
deliver to you a number of shares of the applicable
Underlying Stock equal to the applicable Stock Redemption Amount, in the
event that the closing price of the applicable Underlying Stock on the
Determination Date is below the applicable Initial Price;
or
b) We will pay
you the principal amount of each Security in
cash, in the event that the closing price of the applicable Underlying
Stock on the Determination Date is at or above the applicable Initial
Price.
You will receive cash in lieu of
fractional shares. If due to events beyond our reasonable control, as
determined by us in our sole discretion, shares of the applicable
Underlying Stock are not available for delivery at maturity we may pay
you, in lieu of the Stock Redemption Amount, the cash value of the Stock
Redemption Amount, determined by multiplying the
Stock Redemption Amount by the Closing Price of the applicable Underlying
Stock on the Determination Date.
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Initial
Price:
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100% of the Closing Price of the
applicable Underlying Stock on the Pricing Date.
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Stock Redemption
Amount:
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For each $1,000 principal amount
of Security, a number of shares of the applicable Underlying Stock linked
to such Security equal to $1,000 divided by the applicable Initial
Price.
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Knock-In
Level:
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A percentage of the applicable
Initial Price as set forth in the table above.
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Indicative Secondary
Pricing:
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• Internet at: www.s-notes.com
• Bloomberg at: REXS2
<GO>
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Status:
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Unsecured, unsubordinated
obligations of the Issuer
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Trustee:
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Wilmington Trust
Company
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Securities
Administrator:
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Citibank,
N.A.
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Settlement:
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DTC, Book Entry,
Transferable
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Selling
Restrictions:
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Sales in the European Union must
comply with the Prospectus Directive
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Proposed Pricing
Date:
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May 23, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Proposed Settlement
Date:
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May 30,
2008
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Determination
Date:
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August 26, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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August 29, 2008 (Three
Months)
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ABN
AMRO has filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offering to which this communication relates.
Before you invest, you should read the Prospectus and Prospectus Supplement in
that registration statement and other documents ABN AMRO has filed with the SEC
for more complete information about ABN AMRO and the offering of the
Securities.
You
may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or by visiting ABN AMRO Holding N.V. on the SEC website at
<http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=abn&filenum=&State=&SIC=&owner=include&action=get
company>. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the Prospectus and
Prospectus Supplement if you request it by calling toll free (888)
644-2048.
These
Securities may not be offered or sold (i) to any person/entity listed on
sanctions lists of the European Union, United States or any other applicable
local competent authority; (ii) within the territory of Cuba, Sudan, Iran and
Myanmar; (iii) to residents in Cuba, Sudan, Iran or Myanmar; or (iv) to Cuban
Nationals, wherever located.
We
expect that delivery of the Securities will be made against payment therefor on
or about the closing date specified on the cover page of this pricing sheet,
which will be the fourth Business Day following the Pricing Date of the
Securities (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1
of the SEC under the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in three Business Days, unless the
parties to that trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the Securities on the Pricing Date will be required, by virtue of
the fact that the Securities initially will settle in T+4, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisor.
SUMMARY
This
prospectus relates to six separate offerings of Securities. Each
Security offered is linked to one, and only one, of the Underlying Stocks
described on the cover page. The purchaser of any offering will
acquire a Security linked to a single Underlying Stock, not to a basket or index
of some or all of the Underlying Stocks. You may participate in any
of the six offerings or, at your election, in several or all
offerings.
The
following summary does not contain all the information that may be important to
you. You should read this summary together with the more detailed information
that is contained in the related Pricing Supplement and in its accompanying
Prospectus and Prospectus Supplement. You should carefully consider, among other
things, the matters set forth in “Risk Factors” in the related Pricing
Supplement, which are summarized on page 5 of this document. In
addition, we urge you to consult with your investment, legal, accounting, tax
and other advisors with respect to any investment in the
Securities.
What
are the Securities?
The Securities are
interest paying, non-principal protected securities issued by us, ABN AMRO Bank
N.V., and are fully and unconditionally guaranteed by our parent company, ABN
AMRO Holding N.V. The Securities are senior notes of ABN AMRO Bank N.V. These
Securities combine certain features of debt and equity by offering a fixed
interest rate on the principal amount while the payment at maturity is
determined based on the performance of the Underlying Stock to which it is
linked.
What
will I receive at maturity of the Securities?
The payment at
maturity of each Security will depend on (i) whether or not the closing price of
the Underlying Stock to which such Security is linked fell below the knock-in
level on any trading day during the Knock-in Period, and if so, (ii) the closing
price of the applicable Underlying Stock on the determination
date. To determine closing prices, we look at the prices quoted by
the relevant exchange.
• If
the closing price of the applicable Underlying Stock on the relevant exchange
has not fallen below the applicable knock-in level on any trading day during the
Knock-in Period, we will pay you the principal amount of each Security in
cash.
• If
the closing price of the applicable Underlying Stock on the relevant exchange
has fallen below the applicable knock-in level on any trading day during the
Knock-in Period, we will either:
• deliver
to you the applicable stock redemption amount, in exchange for each Security, in
the event that the closing price of the applicable Underlying Stock is below the
applicable initial price on the determination date; or
• pay
you the principal amount of each Security in cash, in the event that the closing
price of the applicable Underlying Stock is at or above the applicable initial
price on the determination date.
If
due to events beyond our reasonable control, as determined by us in our sole
discretion, shares of the applicable Underlying Stock are not available for
delivery at maturity we may pay you, in lieu of the Stock Redemption Amount, the
cash value of the Stock Redemption
Amount, determined by multiplying the Stock Redemption Amount by the Closing
Price of the applicable Underlying Stock on the Determination Date.
Why
is the interest rate on the Securities higher than the interest rate payable on
your conventional debt securities with the same maturity?
The Securities offer
a higher interest rate than the yield that would be payable on a conventional
debt security with the same maturity issued by us or an issuer with a comparable
credit rating. This is because you, the investor in the Securities, indirectly
sell a put option to us on the shares of the applicable Underlying Stock. The
premium due to you for this put option is combined with a market interest rate
on our senior debt to produce the higher interest rate on the
Securities.
What
are the consequences of the indirect put option that I have sold
you?
The put option you
indirectly sell to us creates the feature of exchangeability. If the closing
price of the applicable Underlying Stock on the relevant exchange falls below
the applicable Knock-In Level on any trading day during the Knock-In Period, and
on the Determination Date the closing price of the applicable Underlying Stock
is less than the applicable Initial Price, you will receive the applicable Stock
Redemption Amount.
The market value of the shares
of such Underlying Stock at the time you receive those shares will be less than
the principal amount of the Securities and could be zero. Therefore you are not
guaranteed to receive any return of principal at maturity.
How
is the Stock Redemption Amount determined?
The Stock Redemption
Amount for each $1,000 principal amount of any Security is equal to $1,000
divided by the Initial Price of the Underlying Stock linked to such Security.
The value of any fractional shares of such Underlying Stock that you are
entitled to receive, after aggregating your total holdings of the Securities
linked to such Underlying Stock, will be paid in cash based on the closing price
of such Underlying Stock on the Determination Date.
What
interest payments can I expect on the Securities?
The interest rate is
fixed at issue and is payable in cash on each interest payment date,
irrespective of whether the Securities are redeemed at maturity for cash or
shares.
Can
you give me an example of the payment at maturity?
If,
for example, in a hypothetical offering, the interest rate was 10% per annum,
the initial price of a share of underlying stock was $45.00 and the knock-in
level for such offering was 80%, then the stock redemption amount would be
22.222 shares of underlying stock, or $1,000 divided by $45.00, and the knock-in
level would be $36.00, or 80% of the initial price.
If the closing price
of that hypothetical underlying stock fell below the knock-in level of $36.00 on
any trading day during the Knock-in Period, then the payment at maturity would
depend on the closing price of the underlying stock on the determination date.
In this case, if the closing price of the underlying stock on the determination
date is $30.00 per share at maturity, which is below the initial price level,
you would receive 22.222 shares of underlying stock for each $1,000 principal
amount of the securities. (In actuality, because we cannot deliver fractions of
a share, you would receive on the maturity date for each $1,000 principal amount
of the securities 22 shares of underlying stock plus $6.66 cash in lieu of
0.222
fractional shares, determined by multiplying 0.222 by $30.00, the
closing price per shares of underlying stock on the determination date.) In
addition, over the life of the securities you would have received interest
payments at a rate of 10% per annum. If the securities had a term
less than one year, you would have received a pro-rata percentage of this
interest rate. In this
hypothetical example, the market value of those 22 shares of underlying stock
(including the cash paid in lieu of fractional shares) that we would deliver to
you at maturity for each $1,000 principal amount of security would be $666.66,
which is less than the principal amount of $1,000, and you would have lost a
portion of your initial investment.
If,
on the other hand, the closing price of the underlying stock on the
determination date is $50.00 per share, which is above the initial price level,
you will receive $1,000 in cash for each $1,000 principal amount of the
securities regardless of the knock-in level having been
breached. In addition, over the life of the Securities you would have received
interest payments at a rate of 10% per annum.
Alternatively, if
the closing price of the underlying stock never falls below $36.00, which is the
knock-in level, on any trading day during the Knock-in Period, at maturity you
will receive $1,000 in cash for each security you hold regardless of the closing
price of the underlying stock on the determination date. In addition, over the
life of the securities you would have received interest payments at a rate of
10% per annum.
This example is for illustrative
purposes only and is based on a hypothetical offering. It is not
possible to predict the closing price of any of the Underlying Stocks on the
determination date or at any time during the life of the Securities. For
each offering, we will set the Initial Price, Knock-In Level and Stock
Redemption Amount on the Pricing Date.
Do
I benefit from any appreciation in the Underlying Stock over the life of the
Securities?
No. The amount paid
at maturity for each $1,000 principal amount of the Securities will not exceed
$1,000.
What
if I have more questions?
You should read the
“Description of Securities” in the related Pricing Supplement for a detailed
description of the terms of the Securities. ABN AMRO has filed a
registration statement (including a Prospectus and Prospectus Supplement) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the Prospectus and Prospectus Supplement in that registration
statement and other documents ABN AMRO has filed with the SEC for more complete
information about ABN AMRO and the offering of the Securities. You
may get these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the Prospectus and
Prospectus Supplement if you request it by calling toll free (888)
644-2048.
RISK
FACTORS
You
should carefully consider the risks of the Securities to which this
communication relates and whether these Securities are suited to your particular
circumstances before deciding to purchase them. It is important that
prior to investing in these Securities investors read the Pricing Supplement
related to such Securities and the accompanying Prospectus and Prospectus
Supplement to understand the actual terms of and the risks associated with the
Securities. In addition, we urge you to consult with your investment,
legal, accounting, tax and other advisors with respect to any investment in the
Securities.
Credit Risk
The Securities are issued by ABN AMRO
Bank N.V. and guaranteed by ABN AMRO Holding N.V., ABN AMRO’s parent. As a result,
investors in the Securities assume the credit risk of ABN AMRO Bank N.V. and
that of ABN AMRO Holding N.V. in the event that ABN AMRO defaults on its
obligations under the Securities. Any obligations or Securities sold,
offered, or recommended are not deposits on ABN
AMRO Bank N.V. and are not endorsed or guaranteed by any bank or thrift, nor are
they insured by the FDIC or any governmental agency.
Principal Risk
The Securities are not ordinary debt
securities: they are not principal protected. In
addition, if the closing price of the applicable Underlying Stock falls below
the applicable Knock-In Level on any trading day during the Knock-In Period,
investors in the Securities will be exposed to any decline in the price of
the applicable Underlying Stock below the
closing price of such Underlying Stock on the date the Securities were
priced. Accordingly, you may
lose some or all of your initial investment in the
Securities.
Limited Return
The amount payable under the
Securities will never
exceed the original principal amount of the Securities plus the applicable
aggregate fixed coupon payment investors earn during the term of the
Securities. This means that you will not benefit from any price
appreciation in the applicable Underlying Stock, nor will you receive
dividends paid on the applicable Underlying Stock, if
any. Accordingly, you will never receive at maturity an amount
greater than a predetermined amount per Security, regardless of how much the
price of the applicable Underlying Stock increases during the
term of the Securities or on the Determination Date. The return of a
Security may be significantly less than the return of a direct investment in the
Underlying Stock to which the Security is linked during the term of the Security.
Liquidity Risk
ABN AMRO does not intend to list the
Securities on any securities exchange. Accordingly, there may be
little or no secondary market for the Securities and information regarding
independent market pricing of the Securities may be limited. The value of
the Securities in the secondary market, if
any, will be subject to many unpredictable factors, including then prevailing
market conditions.
It is important to
note that many factors will contribute to the secondary market value of the
Securities, and you may not receive your full
principal back if the Securities are sold prior to maturity. Such factors include, but are not
limited to, time to maturity, the price of the applicable Underlying Stock,
volatility and interest rates.
In addition, the price, if
any, at which we or another
party are willing to purchase Securities in secondary market transactions will
likely be lower than the issue price, since the issue price included, and
secondary market prices are likely to exclude, commissions, discounts or
mark-ups paid with respect to the Securities,
as well as the cost of hedging our obligations under the
Securities.
Tax Risk
Pursuant to the terms of the Knock-in
Reverse Exchangeable Securities, we and every investor in the Securities agree
to characterize the Securities as consisting of a Put Option and a Deposit of
cash with the issuer. Under this characterization, a
portion of the stated interest payments on each
Security is treated as interest on the Deposit, and the remainder is treated as
attributable to a sale by you of the Put Option to ABN AMRO (referred to as Put
Premium). Receipt of the Put Premium will not be taxable upon receipt.
If the Put Option expires unexercised
(i.e., a cash payment of the principal amount of the Securities is made to the
investor at maturity), you will recognize short-term capital gain equal to the
total Put Premium received. If the Put Option is exercised (i.e., the final
payment on the Securities is paid in the applicable Underlying Stock), you will
not recognize any gain or loss in respect of the Put Option, but your tax basis
in the applicable Underlying Stock received will be reduced by the Put Premium
received.
Significant aspects of the U.S. federal
income tax treatment of the Securities are uncertain, and no assurance can be
given that the Internal Revenue Service will accept, or a court will uphold, the
tax treatment described above.
This summary is limited to the federal
tax issues addressed herein. Additional issues may exist that are not
addressed in this summary and that could affect the federal tax treatment of the
transaction. This tax summary was written in connection with the promotion or marketing by ABN
AMRO Bank N.V. and the placement agent of the
Knock-in Reverse Exchangeable Securities, and it cannot be used by any investor
for the purpose of avoiding penalties that may be asserted against the investor
under the Internal Revenue
Code.
Investors should seek their own advice
based on their particular circumstances from an independent tax
advisor.
On December 7, 2007, the U.S. Treasury
and the Internal Revenue Service released a notice requesting comments on the
U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. While it is not entirely clear whether the
Securities are among the instruments
described in the notice, it is possible that any Treasury regulations or other
guidance issued after consideration of the issues raised in the notice could
materially and adversely affect the tax consequences of ownership and disposition of the Securities,
possibly on a retroactive basis.
The notice indicates that it is possible
the IRS may adopt a new position with respect to how the IRS characterizes
income or loss (including, for example, whether the option premium might
be currently included as
ordinary income) on the Securities for U.S. holders of the
Securities.
You should consult your tax advisor
regarding the notice and its potential implications for an investment in the
Securities.
Reverse Exchangeable is a
Service Mark of ABN AMRO
Bank N.V.
5