Filed
pursuant to Rule 433
January
28, 2008
Relating
to Preliminary Pricing Supplement No. 481 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
|
Preliminary
Pricing Sheet – January 28, 2008
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22.00%
(ANNUALIZED) THREE MONTH
INTERCONTINENTALEXCHANGE,
INC. KNOCK-IN
REXSM
SECURITIES DUE APRIL 30,
2008
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|
OFFERING
PERIOD:
JANUARY 28, 2008 – JANUARY 29,
2008
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|
SUMMARY
INFORMATION
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|
Issuer:
|
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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22.00%
(Per Annum), Three Month
Reverse Exchangeable Securities due April 30, 2008 linked
to the Underlying
Stock set forth in the table below.
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Interest
Payment
Dates:
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Interest
on the Securities is
payable monthly in arrears on the last day of each month starting
on
February 29, 2008 and ending on the Maturity
Date
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Underlying
Stock
|
Ticker
|
Coupon
Rate
Per
annum*
|
Interest
Rate
|
Put
Premium
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Knock-in
Level
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CUSIP
|
ISIN
|
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IntercontinentalExchange,
Inc.
|
ICE
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22.00%
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3.15%
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18.85%
|
80%
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00083GAV6
|
US00083GAV68
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| |
*This
Security has a term of three
months, so you will receive a pro rated 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 of each
Security is based on the performance of the applicable Underlying
Stock:
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 such
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 falls 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
such Underlying Stock on the determination date is below the applicable
initial price; or
b)
We
will pay
you the principal amount of such 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 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 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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January
29, 2008 subject to
certain adjustments as described in the related pricing
supplement
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Proposed
Settlement
Date:
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January
31,
2008
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April
25, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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April
30, 2008 (Three
Month)
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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 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.
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 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 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 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. 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
Investors
should carefully consider the risks of the Securities to which this
communication relates and whether these Securities are suited to their
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 investors to consult with
their 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 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, investors
may lose some or all of their 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 investors will not
benefit from any price appreciation in the applicable Underlying Stock, nor
will
they receive dividends paid on the applicable Underlying Stock, if
any. Accordingly, investors 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 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 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
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 the investor
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), the investor 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), the investor will not recognize any gain
or
loss in respect of the Put Option, but the investor’s 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.