IONs: Risk Considerations

Investors should carefully consider the risks of the Index Out-performance Notes and whether the notes are suited to their particular circumstances before deciding to purchase them. It is important that prior to investing in any notes investors read the prospectus related to such notes to understand the actual terms of and the risks associated with the notes. In addition, we urge investors to consult with their investment, legal, accounting, tax and other advisors with respect to any investment in the notes.

Credit Risk

The notes 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 notes.

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

IONs are not ordinary debt securities: they do not pay interest and are not principal protected. In addition, investors in IONs will be fully exposed to any decline in the level of the underlying index. Accordingly, investors may lose some or all of their initial investment in the notes.

Limited Return

The out-performance amount is subject to a predetermined cap. This means that investors will not benefit from any appreciation in the underlying index above a certain predetermined level. Accordingly, investors will never receive at maturity an amount greater than a predetermined amount per note, regardless of how high the value of the underlying index is during the term of the notes or on the determination date. Because of the predetermined cap, the return on the IONs may be significantly less than the return on a direct investment in the underlying index during the term of the IONs.

Liquidity Risk

ABN AMRO does not intend to list the notes on any securities exchange. Accordingly, there may be little or no secondary market for the notes and information regarding independent market pricing of the notes may be limited. The value of the notes 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 IONs, and investors may not receive the full value of the notes if the notes are sold prior to maturity. Such factors include, but are not limited to, time to maturity, the value of the underlying index, volatility and interest rates.

In addition, the price, if any, at which we or another party are willing to purchase notes 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 notes, as well as the cost of hedging our obligations under the notes.

Tax Risk

There is no direct legal authority as to the proper U.S. federal income tax characterization of the notes. No assurance can be given that the Internal Revenue Service will accept, or that a court will uphold, the following tax treatment of the notes. U.S. taxable investors should not be required to recognize taxable income over the term of the notes prior to maturity, other than pursuant to a sale or exchange. Upon receipt of cash at maturity, U.S. taxable investors should generally recognize long-term capital gain or loss equal to the difference between the amount of cash received and their tax basis in the notes, which is the amount paid to acquire the notes.

This disclosure is limited to the federal tax issues addressed herein. al isss may exist that are not addressed in this disclosure and that could affect the federal tax treatment of the transaction. This tax disclosure was written in connection with the promotion or marketing by ABN AMRO Bank N.V. and the placement agent of the IONs, 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.

Disclaimers

Dow Jones Disclaimer

Dow Jones and Dow Jones Global Titans IndexSM are service marks of Dow Jones & Company, Inc. and have been licensed for use for certain purposes by ABN AMRO Bank N.V. ABN AMRO Bank N.V.'s Index Outperformance Notes (IONs)SM based on the Dow Jones Global Titans IndexSM, are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in such product.

S&P Disclaimer

Standard & Poors®, S&P®, S&P 500®, Standard & Poor's 500, and 500 are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by ABN AMRO Bank N.V. The Index Out-performance Notes (IONs)SM are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the IONs.

NASDAQ Disclaimer

The Nasdaq Biotechnology®, Nasdaq Biotechnology Index®, and Nasdaq® are trade or service marks of The Nasdaq Stock Market, Inc. (which with its affi liates are the Corporations) and are licensed for use by ABN AMRO Bank N.V. The Index Out-performance Notes (IONs)SM have not been passed on by the Corporations as to their legality or suitability. The IONs are not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE IONs.

SEC Legend

ABN AMRO has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ABN AMRO has fi led with the SEC for more complete information about ABN AMRO and the offering of the notes.

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 if you request it by calling toll free (888) 644-2048.