Filed
pursuant to Rule 433
November
28, 2007
Relating
to Preliminary Pricing Supplement No. 358 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
ABN
AMRO Bank N.V. Principal Protected Notes
|
Preliminary
Pricing Sheet –
November 28,
2007
|
Principal
Protected, 4 Year Maturity
Rogers
International
Commodity Index® –
Agriculture Excess
ReturnTM
–
Calculated
by
ABN
AMRO Bank
N.V.
Linked
Notes
due December 28,
2011
|
SUMMARY
INFORMATION
|
Issuer:
|
ABN
AMRO Bank
N.V. (Senior Long Term Debt Rating: Moody's Aa2, S&P
AA-)
|
Lead
Selling Agent:
|
ABN
AMRO
Incorporated
|
Offering:
|
4
Year
Principal Protected Notes linked to the Rogers International
Commodity
Index® ─ Agriculture Excess ReturnTM
─ Calculated by ABN AMRO Bank N.V. due December 28, 2011
(the
“Securities”)
|
Underlying
index:
|
Rogers
International Commodity Index® ─ Agriculture Excess Return™ ─
Calculated by ABN AMRO Bank N.V. (Bloomberg code: RICIGLER
<Index>)
|
Coupon:
|
None.
The
Securities do not pay interest.
|
Denominations:
|
$1,000
|
Issue
Size:
|
TBD
|
Issue
Price:
|
100%
|
Principal
Protection Level:
|
100%.
Any additional payment at
maturity is dependent on the index return.
|
Participation
Rate:
|
The
Participation Rate will be
determined on the Pricing Date and will be no less than .70 (or
70%) and
no more than .80 (or
80%).
|
Payment
at Maturity:
|
The
payment at
maturity for each $1,000 principal amount of the Securities is
based on
the performance of the Underlying Index as follows:
•
If the Index Return is positive, we will pay you an amount in
cash equal
to the sum of $1,000 and the Supplemental Redemption Amount.
•
If the Index Return is zero or negative, we will pay you
$1,000.
|
Supplemental
Redemption
|
An
amount in cash for each $1,000
principal amount of the Securities equal to the product of (i)
the
Participation Rate times
(ii) the Index
Return.
|
Index
Return:
|
For
each $1,000 principal amount
of Securities, an amount in cash equal to:
$1,000
x (Final Value - Initial
Value)
|
Initial
Value:
|
100%
of the closing value of the
Underlying Index on the Pricing Date
|
Final
Value:
|
100%
of the closing value of the
Underlying Index on the Determination Date
|
Contingent
Payment
Debt
instrument
Comparable
Yield:
|
TBD
on Pricing
Date
|
Indicative
Secondary
Pricing:
|
• Internet
at: www.s-notes.com
• Bloomberg
at: PIPN
<GO>
|
Status:
|
Unsecured,
unsubordinated
obligations of the Issuer
|
CUSIP
Number:
|
00078UR51
ISIN Code: US00078UR511
|
Trustee:
|
Wilmington
Trust
Company
|
Securities
Administrator:
|
Citibank,
N.A.
|
Settlement:
|
DTC,
Book Entry,
Transferable
|
Selling
Restrictions:
|
Sales
in the European Union must
comply with the Prospectus Directive.
|
Offering
Period:
|
November
28, 2007 up to and
including December 21, 2007
|
Pricing
Date:
|
December
24, 2007, subject to
certain adjustments as described in the preliminary pricing supplement
for
the Securities.
|
Settlement
Date:
|
December
28,
2007
|
Determination
Date:
|
December
22, 2011, subject to
certain adjustments as described in the preliminary pricing supplement
for
the Securities.
|
Maturity
Date:
|
December
28, 2011 (4
years)
|
ABN
AMRO has
filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offerings 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
and the related Pricing Supplement for more complete information about ABN
AMRO
and the offerings 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=getcompany>. 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.
Summary
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 4 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 senior notes 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 linked to the performance of the Rogers
International Commodity Index® ─
Agriculture Excess ReturnTM
─ Calculated
by ABN AMRO Bank N.V., which
we refer to as the Underlying Index. The Securities have a maturity
of four years. The payment at maturity of the Securities is determined based
on
the performance of the Underlying Index, as described below. Unlike
ordinary debt securities, the
Securities do not pay interest. If the Index Return is zero or negative you
will
be entitled to receive only the principal amount of $1,000 per Security at
maturity. In such a case, you will receive no return on your
investment
and you will not be
compensated for any loss in value due to inflation and other factors relating
to
the value of money over time.
What
will I receive at maturity of the
Securities?
For
each $1,000 principal amount of the
Securities, at maturity you
will receive a cash payment calculated as follows:
•
|
If
the Index Return is positive,
the sum of $1,000 and the Supplemental Redemption
Amount.
|
•
|
If
the Index Return is zero or
negative, $1,000.
|
What
is the Index
Return?
The
Index Return will be equal to the
percentage change in the value of the Underlying Index on the Determination
Date
multiplied by $1,000, which is calculated as:
$1,000
× Final
Value - Initial
Value
Initial
Value;
How
is the Supplemental Redemption
Amount
calculated?
The
Supplemental Redemption Amount is a
cash amount determined only when the Index Return is positive. The Supplemental
Redemption Amount for each $1,000 principal amount of the Securities is equal
to
of the product of (i) the Participation Rate times (ii)
the Index
Return.
The
Participation Rate will be
determined on the Pricing Date and will be no less than .70 (or 70%) and no
more than .80 (or 80%). Accordingly, you will never receive the
full Index Return calculated as described herein if the Index Return is
positive; you will only benefit from a portion of the Index Return equal to
the
participation rate times the Index Return if the Index Return is
positive.
Who
calculates the value of the Underlying Index?
We,
ABN AMRO Bank N.V., will calculate the value of the Underlying Index using
the
methodology provided to us by the Index Committee. You should read
"Description of the Underlying Index — Calculation of the Level of the
Underlying Index" and "Risk Factors — Our Calculation of the Level of the
Underlying Index May Conflict With Your Interest As a Holder of the
Securities" in the related Pricing
Supplement.
Will
I
receive interest payments on the Securities?
No. You
will not receive any interest payments on the Securities.
Will
I get
my principal back at maturity?
Subject
to the
credit of ABN AMRO Bank, N.V. as the issuer of the Securities and ABN AMRO
Holding N.V. as the guarantor of the issuer’s obligations under the Securities,
you will receive at maturity $1,000 per $1,000 principal amount of Securities,
regardless of the closing value of the Underlying Index on the Determination
Date. However, if you sell the Securities prior to maturity, you will
receive the market price for the Securities, which may or may not include the
return of $1,000 for each $1,000 principal amount of Securities. There may
be
little or no secondary market for the Securities. Accordingly, you should be
willing to hold your Securities until maturity.
Can
you give
me examples of the payment I will receive at maturity depending on the
percentage change in the value of the Underlying Index?
Example
1: If, for example, the Initial Value is 1,000 and the Final Value
is
500, the Index Return would be calculated as follows:
$1,000
×
500
–
1,000 = $-500
1,000
Because
the Index
Return is negative, at maturity you would receive an amount in cash of $1,000
for each $1,000 principal amount of your Securities. In this case, the
Underlying Index decreased by 50% over the life of the Security and you would
not have lost any of your initial principal investment. In such a case,
you would not have received any return on your investment and you would not
be
compensated for any loss in value due to inflation and other factors relating
to
the value of money over time.
Example
2: If, for example, the Initial Value is 1,000, the Final Value is
1,200 and the Participation Rate is .75 (or 75%), the Index Return would be
calculated as follows:
$1,000
×
1,200
–
1,000 = $200
1,000
Because
the Index
Return is positive, at maturity you would receive an amount in cash per Security
equal to the sum of $1,000 and the Supplemental Redemption
Amount. The Supplemental Redemption Amount is calculated by
multiplying the Index Return, in this example $200, by the Participation Rate,
in this example .75 or 75% or $200 x .75 = $150.
Accordingly,
at
maturity, you would receive $1,000 plus the Supplemental Redemption Amount
of
$150, or a total payment of $1,150. In this case, the Underlying Index increased
by 20% over the life of the Securities and you would have received a 15% return
on your investment.
These
examples are for illustrative purposes only. It is not possible to
predict the closing value of the Underlying Index on the Determination
Date.
Do
I benefit
from any appreciation in the Underlying Index over the life of the
Securities?
Yes,
but your return
in the event of such appreciation is equal to a percentage of such appreciation
equal to the participation rate so you do not benefit from 100% of any
appreciation in the Underlying Index. If the Final Value is greater
than the Initial Value, you will receive in cash the Supplemental Redemption
Amount in addition to the principal amount of the Securities payable at
maturity. The Supplemental Redemption Amount represents the product
of (i) the Participation Rate times (ii) the Index Return.
What
is the
Underlying Index?
The
Underlying Index is a composite U.S. dollar based index that is designed to
serve as a diversified benchmark for the price movements of agricultural
commodities consumed in the global economy. It is a
sub-index comprised of the agricultural components of the Rogers International
Commodity Index®
or RICI® (the
“RICI Index”). You should
read “Description of the Underlying Index” in the
related Pricing Supplement for additional information regarding the Underlying
Index.
We,
ABN AMRO Bank N.V., calculate the level of the Underlying Index using the
methodology provided to us by the Index Committee. The Calculation Agent uses
the level of the Underlying Index calculated by us to calculate the index
return. You should read "Risk Factors — Our Calculation of the Level of the
Underlying Index May Conflict With Your Interest As a Holder of the
Securities" in the related Pricing
Supplement.
What
if I
have more questions?
You
should read “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 you 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 Bank N.V.’s parent. As a result, you assume the credit risk of
ABN AMRO Bank N.V. and that of ABN AMRO Holding N.V. in the event that ABN
AMRO
Bank N.V. 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.
Market
Risk
The
Securities do not pay any interest. The rate of return, if any, will depend
on
the performance of the Underlying Index. If the index return of the Underlying
Index is zero or negative, you will be entitled to receive only the principal
amount of $1,000 per Security at maturity. In such a case, you will receive
no
return on your investment and you will not be compensated for any loss in value
due to inflation and other factors relating to the value of money over time.
Several factors, including, without limitation, governmental programs and
policies regarding agriculture as well as natural disasters may cause the price
of the agricultural commodities comprising the Underlying Index to change
unpredictably.
Index
Committee
The
Underlying Index is overseen and managed by a committee chaired and controlled
by James B. Rogers, Jr., the founder and sole owner of the Underlying Index.
We
are one of the five other members of the committee. The committee has discretion
regarding the composition and management of the Underlying Index, including
additions, deletions and the weightings of the commodities comprising the
Underlying Index, all of which could affect the Underlying Index and, therefore,
the value of the Securities.
Liquidity
Risk
ABN
AMRO Bank N.V. 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 level of the Underlying Index, 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
The
Securities will be treated as "contingent payment debt instruments" for U.S.
federal income tax purposes. As a result, U.S. taxable investors, regardless
of
their method of accounting, will generally be required to accrue as ordinary
income amounts based on the “comparable yield” of the Securities, as determined
by us, even though they will receive no payment on the Securities until
maturity. In addition, any gain recognized upon a sale, exchange or retirement
of the Securities will generally be treated as ordinary interest income for
U.S.
federal income tax purposes.
You
should
review the “Taxation” section in the related Pricing Supplement. You should also
review the section entitled “United States Federal Taxation” and in particular
the sub-section entitled “United States Federal Taxation—Contingent Payment Debt
Instruments” in the accompanying Prospectus Supplement. Additionally,
you are urged to consult your tax advisor regarding the tax treatment of the
Securities and whether a purchase of the Securities is advisable in light of
the
tax treatment and your particular situation.
Index
Disclaimer
“Jim
Rogers”, “James
Beeland Rogers, Jr.”, "Rogers", “Rogers International Commodity Index”, "RICI",
“Rogers International Commodity Index®– Agriculture
Excess
Return" and “RICI®– A Excess
Return"
are trademarks, service marks and/or registered trademarks of Beeland Interests,
Inc., which is owned and controlled by James Beeland Rogers, Jr., and are used
subject to license. The name and likeness of Jim Rogers/James Beeland Rogers,
Jr. are trademarks and service marks of James Beeland Rogers, Jr. and are used
subject to license.
The
Securities are not sponsored, endorsed, sold or promoted by Beeland Interests,
Inc., or James Beeland Rogers, Jr. Neither Beeland Interests, Inc. nor James
Beeland Rogers, Jr. makes any representation or warranty, express or implied,
nor accepts any responsibility, regarding the accuracy or completeness of this
Term Sheet, or the advisability of investing in securities or commodities
generally, or in the Securities or in futures particularly.
NEITHER
BEELAND INTERESTS NOR
ANY OF ITS AFFILIATES,
GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL
COMMODITY INDEX
(“RICI®”),
OR THE UNDERLYING INDEX OR ANY DATA
INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS
THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY OWNERS OF ANY SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE
RICI® OR
THE UNDERLYING INDEX, ANY DATA
INCLUDED THEREIN OR THE SECURITIES. NEITHER BEELAND INTERESTS NOR ANY OF
ITS AFFILIATES,
MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE UNDERLYING INDEX, THE RICI®,
AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE
FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY OF ITS AFFILIATES HAVE
ANY
LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.