Investors should carefully consider the risks of each individual S-Note and whether such 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 specific risks associated with such 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

S-Notes are not ordinary debt securities: certain S-Notes are not principal protected. In addition, investors in certain S-Notes will be fully exposed to any decline in the price or level of the underlying asset. Accordingly, investors may lose some or all of their initial investment in such notes.

Limited Return

Investors in certain S-Notes will never receive at maturity an amount greater than a predetermined amount per note, regardless of how much the price of the underlying asset increases during the term of the notes or on the determination date. Accordingly, the return of these notes may be significantly less than the return of a direct investment in the underlying asset during the term of the note.

Market Risk

The interest rate on certain S-Notes is a variable rate and the variable rate on these notes for one or more of the variable coupon periods may be zero, which means that investors would not receive any interest on such notes for one or more of the variable coupon periods. Similarly, certain other S-Notes do not pay interest over the term of the notes and may pay at maturity only a minimum redemption amount in excess of the principal amount. Accordingly, investors may receive a minimal return or no return at all over the term of the notes, and in such event, may not be compensated for any loss in value due to inflation and other factors relating to the value of money over time.

Liquidity Risk

ABN AMRO does not intend to list any of the S-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 S-Notes, 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 asset, 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

Each S-Note may have different U.S. federal income tax treatment which will depend on the specific terms of such S-Note. With respect to certain S-Notes there is no direct legal authority as to the U.S. federal incoe tax characterization of the notes. No assurance can be given that the Internal Revenue Service will accept, or that a court will uphold, our particular tax treatment of the notes.

SEC Legend
ABN AMRO has filed a registration statement (including a prospectus) with the SEC for each offering of S-Notes to which this communication relates. Before you invest, you should read the prospectus in the relevant registration statement and other documents ABN AMRO has filed 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.