Filed
pursuant to Rule 433
November
28, 2007
Relating
to Preliminary Pricing Supplement No. 357 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
ABN
AMRO Bank N.V. Partially Principal Protected
Notes
|
Preliminary
Pricing Sheet –
November 28,
2007
|
Leveraged
Participation, 90% Principal Protection, 3 Year Maturity
Rogers
International
Commodity Index® –
Excess
ReturnTM
–
Calculated
by
ABN
AMRO Bank
N.V.
Linked
Notes
due December 28,
2010
|
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:
|
3
Year
Partially Principal Protected Notes linked to the Rogers International
Commodity Index® ─ Excess ReturnTM ─ Calculated by
ABN AMRO Bank N.V. due December 26, 2010 (the
“Securities”)
|
Underlying
index:
|
Rogers
International Commodity Index® ─ Excess Return™ ─ Calculated by
ABN AMRO Bank N.V. (Bloomberg code: RICIGLER)
|
Coupon:
|
None.
The
Securities do not pay interest.
|
Denominations:
|
$1,000
|
Issue
Size:
|
TBD
|
Issue
Price:
|
100%
|
Principal
Protection Level:
|
90%.
|
Participation
Rate:
|
The
Participation Rate will be determined on the Pricing Date and
will be no
less than 1.05 (or 105%) and no more than 1.15 (or
115%).
|
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 an amount
in cash
equal to the greater of (i) the sum of $1,000 and the Index Return
and
(ii) $900. Consequently, a decline in the value of the Underlying
Index will always reduce your cash payment at maturity below
the principal
amount of your Securities and you could lose up to 10% of your
initial
principal investment.
|
Supplemental
Redemption
|
An
amount in
cash for each $1,000 principal amount of the Securities equal
to the
Participation Rate times 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:
|
00078UR69
ISIN Code:
US00078UR693
|
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, 2010, subject to
certain adjustments as described in the preliminary pricing supplement
for
the Securities.
|
Maturity
Date:
|
December
28, 2010 (3
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® ─ Excess ReturnTM ─ Calculated by ABN AMRO Bank
N.V. which we refer to as the Underlying Index. The Securities have a maturity
of three 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. The
payment at maturity is exposed to any decline in the value of the Underlying
Index on the Determination Date, subject to a minimum return of $900 per
$1,000
principal amount of Securities. Therefore a portion of your principal is
at risk
and you could lose up to 10% of your initial investment if the Underlying
Index
declines in value.
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, the greater of (i) $1,000 and the Index
Return, or (ii) $900.
|
Consequently,
a decline in the value of the Underlying Index will always reduce your cash
payment at maturity below the principal amount of your Securities and you
could
lose up to 10% of your initial investment.
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 1.05 (or 105%) and no more than 1.15 (or 115%).
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?
The
Securities are not fully principal protected. 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 at least $900 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 $900 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 per Security
equal to the greater of (i) the sum of $1,000 and the Index Return, or $1,000
-
$500 = $500, and (ii) $900. Consequently, you would receive $900 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 have lost
10%
of your initial investment.
Example
2: If, for example, the Initial Value is 1,000 and the Final Value
is
950, the Index Return would be calculated as follows:
$1,000
×
950
–
1,000 = $ -50
1,000
Because
the Index
Return is equal to $ -50, at maturity you would receive an amount in cash
per
Security equal to the greater of (i) the sum of $1,000 and the Index Return,
or
$1,000 - $50 = $950, and (ii) $900. Consequently, you would receive $950
for
each $1,000 principal amount of your Securities. In this case, the Underlying
Index decreased by 5% and you would have lost 5% of your initial
investment.
Example
3:
If, for example, the Initial Value is 1,000, the Final Value is
1,200
and the Participation Rate is 1.10 (or 110%), 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 1.10, or $200 x 1.10 = $220.
Accordingly,
at
maturity, you would receive $1,000 plus the Supplemental Redemption Amount
of
$220, or a total payment of $1,220. In this case, the Underlying Index increased
by 20% over the life of the Security and you would have received a 22% 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. You may
lose up
to 10% of your initial principal investment.
Do
I benefit
from any appreciation in the Underlying Index over the life of the
Securities?
Yes.
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 commodities consumed
in the global economy. It is comprised of the components of the Rogers
International Commodity Index® or RICI® (the “RICI
Index”). You should read “Description of the Underlying Index” and "The
Securities Are Linked to the Rogers International Commodity Index® ─
Excess ReturnTM ─ Calculated by ABN AMRO Bank N.V. not the Rogers
International Commodity Index® ─ Total
ReturnTM" 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, investors 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.
Principal
Risk
Return
of principal
on the Securities is only guaranteed up to 90%, subject to our credit and
the
credit of Holding. If the closing value of the Underlying Index decreases
during
the term of the Securities, the amount of cash paid to you at maturity will
be
less than the principal amount of the Securities and you could lose up to
10% of
your initial principal investment. Several factors, including, without
limitation, governmental programs and policies as well as natural disasters
may
cause the price of the 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 investors may not receive their 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 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
Although
the U.S.
federal income tax treatment of the Securities is unclear, we intend to treat
the Securities as "contingent payment debt instruments" for U.S. federal
income
tax purposes. Assuming this characterization, 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® – Excess Return" and
“RICI® – 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.