Bond ABN AMRO 0% ( XS0113243470 ) in EUR

ABN AMRO

100 % ▲

Netherlands

XS0113243470 ( in EUR )

30/06/2017 - Bond has expired

Prospectus brochure of the bond ABN AMRO XS0113243470 in EUR 0%, expired

100 000 EUR

82 000 000 EUR

ABN AMRO is a major Dutch multinational bank offering a wide range of financial products and services to individuals and businesses.

The Bond issued by ABN AMRO ( Netherlands ) , in EUR, with the ISIN code XS0113243470, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/06/2017

BASE PROSPECTUS DATED 11 July 2008
ABN AMRO Bank N.V.
(incorporated in The Netherlands with its statutory seat in Amsterdam)
Limited Recourse Programme for the Issuance of Notes and Certificates
This Base Prospectus constitutes, when read together with the Registration Document (as defined below), a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC (the `Prospectus Directive'). This Base Prospectus replaces and supersedes the Prospectus
dated 26 March, 2007.
Under this Limited Recourse Programme for the Issuance of Notes and Certificates (the `Programme') ABN AMRO Bank N.V. (the
`Issuer'), whether acting through its head office or through a specified branch outside The Netherlands, may from time to time issue notes
and certificates (the `Notes' and the `Certificates', respectively and together the `Securities'). The Securities may be denominated in any
currency agreed between the Issuer and the relevant Dealer (as defined below). Investors should note that it is intended that subsequent to
the date hereof, the Issuer may be substituted and replaced by The Royal Bank of Scotland plc (`RBS') as the Issuer in relation to one or
more Series of Securities. Information on RBS can be found in the section "Summary of the Programme and Terms and Conditions of the
Securities" and in the RBS Prospectus which is incorporated by reference herein. For a discussion of risk factors in respect of RBS and any
such substitution of the Issuer, see "Risk Factors".
Subject as set out herein, the Securities will not be subject to any maximum maturity but (in the case of Notes only) will have a minimum
maturity of one month.
Payments of principal and interest or any deliveries in respect of any Series (as defined below) of Securities may be restricted upon
the occurrence of any Constraint Event (as defined below) described in the Final Terms relating to such Series of Securities (the
`applicable Final Terms'). Such event may relate to the imposition of currency or exchange controls in any specified country or to a
nationalisation, hedging disruption, a credit rating down grade in relation to a specified obligation or any other circumstance as
provided in the applicable Final Terms. The Conditions of any Series of Securities may provide that, in any such event, the Issuer
shall be entitled to require the Calculation Agent to adjust the Securities or to early redeem the Securities or to postpone payments
or deliveries in respect of the Securities so long as the Constraint Event continues provided that if the Constraint Event continues
for a period of two years the Securities shall expire worthless and be cancelled. In such event, Securityholders shall have no further
recourse against the Issuer in respect of the Securities. However, the term "limited recourse" should not be taken to imply that any
trustee is appointed for Securityholders or any security granted in respect of the Securities. The Issuer may issue Credit Linked
Securities under the Programme where payments or other obligations of the Issuer under the Securities are linked to the credit of a
specified entity or entities. In the event of the occurrence of certain circumstances (which may include, amongst other things,
Bankruptcy, Failure to Pay, Obligation Acceleration, Obligation Default, Repudiation/Moratorium or Restructuring) in relation to
such specified entity(ies) the Issuer's obligations under the Securities may be replaced by an obligation to pay other amounts
calculated by reference to the value of certain obligations relating to such specified entity(ies) or to deliver such obligations.
Payments in respect of the Securities will as specified in the applicable Final Terms be made either subject to, or without,
withholding or deduction for or on account of taxes levied (if any) in The Netherlands or any other relevant Tax Jurisdiction subject
to certain exceptions, all as set out in the Terms and Conditions of the Securities set out herein. For a discussion of certain factors
that should be considered by prospective investors, see "Risk Factors".
The Securities will be issued on a continuing basis to the Dealer specified on page 8 (the `Initial Dealer') and any additional Dealer
appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a `Dealer'
and together the `Dealers'). The Dealer or Dealers with whom the Issuer agrees or proposes to agree on the issue of any Securities is or are
referred to as the `relevant Dealer' in respect of those Securities.
The Securities of each Tranche (as defined below) will initially be represented by either a Temporary Global Security, a Permanent Global
Security, a Regulation S Global Security, a Restricted Global Security and/or Definitive Registered Securities (each as defined below) as
indicated in the applicable Final Terms.
Application has been made to Euronext Amsterdam N.V. (`Euronext Amsterdam') for Securities issued under the Programme with a
minimum denomination of 50,000 or its equivalent up to the expiry of 12 months from the date of this Base Prospectus to be admitted to
trading on Euronext Amsterdam. References in this Programme to Securities being `listed' (and all related references) shall mean that such
Securities have been admitted to trading and have been listed on Euronext Amsterdam. Euronext Amsterdam is a regulated market for the
purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).
At the date of this Base Prospectus, the Issuer has requested that the Netherlands Authority for the Financial Markets (Autoriteit Financiële
Markten) (the `Competent Authority') send to (1) the Commission de Surveillance du Secteur Financier (the `CSSF') in Luxembourg in its
capacity as competent authority under the Luxembourg Act dated 10th July, 2005, (2) the Financial Services Authority in the United
Kingdom as competent authority under the Financial Services and Markets Act 2000, and (3) the Irish Financial Services Regulatory
Authority in Ireland as competent authority under the Prospectus Directive, in each case, (i) a copy of this Base Prospectus and (ii) a
certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn up in accordance
with national law implementing the Prospectus Directive.
The Issuer may agree with the relevant Dealer that Securities may be issued in a form not contemplated by the Terms and Conditions of the
Securities set out herein, in which case a supplementary Base Prospectus, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Securities.
Arranger and Dealer
ABN AMRO

The Issuer (the `Responsible Person') accepts responsibility for the information contained in this Base
Prospectus other than (i) information in respect of The Royal Bank of Scotland plc (`RBS') contained in the
section "Summary of the Programme and Terms and Conditions of the Securities" and (ii) any information
contained in the Prospectus of RBS dated 14 May, 2008 in respect of its US$50,000,000,000 Structured Note
Programme, as supplemented by the supplementary prospectuses dated 20 June 2008 and 8 July 2008 which
are incorporated by reference herein (the 'RBS Prospectus', and both (i) and (ii), `RBS information'). To the
best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information other than any RBS information contained in this Base Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information. RBS accepts responsibility for the
RBS information and to the best of the knowledge of RBS (which has taken all reasonable care to ensure that
such is the case), the RBS information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information. The applicable Final Terms will (if
applicable) contain information relating to any underlying equity security, index, debt security, commodity,
share, exchange rate or other item(s) (each a `Reference Item') to which the relevant Securities relate and
which is contained in such Final Terms. However, unless otherwise expressly stated in a Final Terms, any
information contained therein relating to a Reference Item will only consist of extracts from, or summaries of,
information contained in financial and other information released publicly by the Issuer, owner or sponsor, as
the case may be, of such Reference Item. The Issuer will, unless otherwise expressly stated in the applicable
Final Terms, confirm that such extracts or summaries have been accurately reproduced and that, so far as it is
aware, and is able to ascertain from information published by the Issuer, owner or sponsor, as the case may be,
of such Reference Item, no facts have been omitted that would render the reproduced inaccurate or misleading.
The terms and conditions which are applicable to each Tranche of Securities will be set forth in part A of a final
terms supplement (the `Final Terms') which, with respect to Securities to be listed on Euronext Amsterdam, will
be delivered to Euronext Amsterdam on or before the date of issue of the Securities of such Tranche. There can
be no assurance that the Securities offered as described in this Base Prospectus will be sold or that there will be
a secondary market for the Securities. See "Risk Factors" below.
The Programme provides that Securities may be listed on such other or further stock exchange or stock
exchanges as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted
Securities.
If the terms of the Programme are modified or amended in a manner which would make the Base Prospectus, as
supplemented, inaccurate or misleading, a new Base Prospectus will be prepared.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see `Documents Incorporated by Reference' below). This Base Prospectus shall be read
and construed on the basis that such documents are incorporated in and form part of this Base Prospectus.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus including the Summary herein, the applicable Final Terms or any other
information supplied in connection with the Programme and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any Dealer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme should be
considered as a recommendation by the Issuer or any Dealer that any recipient of this Base Prospectus, the
applicable Final Terms or any other information supplied in connection with the Programme should purchase
any Securities. Accordingly, no representation, warranty or undertaking, express or implied, is made by any
Dealer in its capacity as such. Each investor contemplating purchasing any Securities should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the
Programme constitutes an offer or invitation by or on behalf of the Issuer or any Dealer to any person to
subscribe for or to purchase any Securities.
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. No Dealer expressly undertakes to review the financial condition or affairs of the Issuer
2

during the life of the Programme. Investors should review, inter alia, the most recent financial statements of the
Issuer when deciding whether or not to purchase any Securities.
The Issuer, the Arranger and any Dealer do not represent that this Base Prospectus may be lawfully distributed,
or that Securities may be lawfully offered, in compliance with any applicable registration or other requirements
in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger
or any Dealer appointed under the Programme which is intended to permit a public offering of the Securities or
distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, the
Securities may not be offered or sold, directly or indirectly, and neither this Base Prospectus, the applicable
Final Terms nor any advertisement or other offering material may be distributed or published in any
jurisdiction where such distribution and/or publication would be prohibited and each Dealer (if any) will be
required to represent that all offers and sales by it will be made on these terms.
The distribution of this Base Prospectus and the offer or sale of Securities may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Securities come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of
this Base Prospectus and the offer or sale of Securities in the European Economic Area and the United States
(see "Subscription and Sale" below).
The Securities have not been and will not be registered under the United States Securities Act of 1933, as
amended (the `Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of
the United States, and certain of the Securities are subject to U.S. tax law requirements. Subject to certain
exceptions, Securities may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (`U.S. persons') as defined in Regulation S under the Securities Act (`Regulation
S') (see "Subscription and Sale" below).
This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the
Securities in reliance upon Regulation S outside the United States to non-U.S. persons and, with respect to
Securities in registered form only, within the United States (1) in reliance upon Rule 144A under the Securities
Act (`Rule 144A') to qualified institutional buyers within the meaning of Rule 144A (`QIBs') or (2) to
institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
(`Institutional Accredited Investors') pursuant to Section 4(2) of the Securities Act or in transactions otherwise
exempt from registration. Prospective purchasers are hereby notified that sellers of the Securities may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Unless otherwise provided with respect to a particular Series of Registered Securities (as defined below),
Registered Securities of each Tranche of such Series sold outside the United States in reliance on Regulation S
will be represented by a permanent global security in registered form, without interest coupons (a `Regulation S
Global Security'), deposited with Citibank, N.A. as custodian for, and registered in the name of Cede & Co. as
3

nominee of, The Depository Trust Company (`DTC') for the accounts of Euroclear Bank S.A./N.V. as operator
of the Euroclear system (`Euroclear') and Clearstream Banking, société anonyme (`Clearstream, Luxembourg').
With respect to all offers or sales by a Dealer of an unsold allotment or subscription and in any case prior to the
expiry of the period that ends 40 days after the later of the date of issue and completion of the distribution of
each Tranche of Securities, as certified by the relevant Dealer, in the case of a non-syndicated issue, or the lead
manager, in the case of a syndicated issue (the `Distribution Compliance Period'), beneficial interests in a
Regulation S Global Security may not be offered or sold to, or for the account or benefit of, a U.S. person (save
as otherwise provided in the Conditions) and may be held only through Euroclear and Clearstream,
Luxembourg. Registered Securities of each Tranche sold in private transactions to QIBs pursuant to Rule 144A
will be represented by a restricted permanent global security in registered form, without interest coupons (a
`Restricted Global Security' and, together with a Regulation S Global Security, `Registered Global Securities'),
deposited with a custodian for, and registered in the name of Cede & Co. as nominee of, DTC. Registered
Securities of each Tranche sold within the United States to Institutional Accredited Investors in reliance upon
Section 4(2) of the Securities Act will be issued in definitive registered form without interest coupons (a
`Definitive Registered Security'), registered in the name of the holder thereof. Definitive Registered Securities
will, at the request of the holder (save to the extent otherwise indicated in the applicable Final Terms), be issued
in exchange for interests in a Registered Global Security upon compliance with the procedures for exchange as
described in `Form of the Securities' below.
Each Tranche of Bearer Securities (as defined below) will initially be represented by a temporary global
Security (a `Temporary Global Security') or a permanent global Security without Receipts, Coupons or Talons
(as defined below) (a `Permanent Global Security'), as specified in the applicable Final Terms, which will be
deposited on the issue date thereof with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or any other clearance system. Beneficial interests in a Temporary Global Security will be
exchangeable either for beneficial interests in a Permanent Global Security or for definitive Bearer Securities
upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations and thereafter
any Permanent Global Security may be exchanged for definitive Bearer Securities (save to the extent otherwise
indicated in the applicable Final Terms), in each case in accordance with the procedure and in the limited
circumstances described in `Form of the Securities' below. For further details of clearing and settlement of the
Securities issued under the Programme see `Book-Entry Clearance Systems' below.
All references in this document to `U.S. dollars', `U.S.$' and `$' refer to United States dollars, those to `yen'
and `¥' refer to Japanese yen, those to `Sterling' refer to pounds sterling, those to `CHF' refer to Swiss francs,
and those to `euro' and `' refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty establishing the European Community, as amended.
4

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE
SECURITIES ...................................................................................................................................6
RISK FACTORS............................................................................................................................15
DOCUMENTS INCORPORATED BY REFERENCE ................................................................22
AVAILABLE INFORMATION ....................................................................................................23
FORM OF THE SECURITIES .....................................................................................................24
FORMS OF FINAL TERMS FOR SECURITIES........................................................................27
TERMS AND CONDITIONS OF THE SECURITIES.................................................................74
USE OF PROCEEDS...................................................................................................................146
BOOK-ENTRY CLEARANCE SYSTEMS ................................................................................147
SUMMARY OF PROVISIONS RELATING TO DEFINITIVE REGISTERED
SECURITIES ...............................................................................................................................151
NOTICE TO PURCHASERS AND HOLDERS OF RESTRICTED SECURITIES AND
TRANSFER RESTRICTIONS....................................................................................................152
NETHERLANDS TAXATION....................................................................................................155
UNITED STATES TAXATION ..................................................................................................157
UNITED KINGDOM TAXATION IN THE EVENT OF A SUBSTITUTION..........................158
SUBSCRIPTION AND SALE......................................................................................................160
GENERAL INFORMATION ......................................................................................................164
In connection with the issue and distribution of any Tranche of Securities, the Dealer (if any) named as
the stabilising manager in the applicable Final Terms or any person acting for him may over-allot
Securities (provided that, in the case of any Tranche of Securities to be admitted to trading on a regulated
market in the European Economic Area, the aggregate nominal amount of Securities allotted does not
exceed 105 per cent. of the aggregate nominal amount of the relevant Tranche) or effect transactions with
a view to supporting the market price of the Securities at a level higher than that which might not
otherwise prevail. However, there may be no obligation on the stabilising manager or any agent of his to
do this. Such stabilising action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Securities is made and, if begun, may be discontinued at any
time and will in any event be discontinued 30 days after the issue date of the relevant Securities or, if
earlier, 60 days after the date of the allotment of the relevant Tranche of Securities. Such stabilising shall
be in compliance with all applicable laws and regulations.
5

SUMMARY OF THE PROGRAMME
AND TERMS AND CONDITIONS OF THE SECURITIES
The following summary must be read as an introduction to this Base Prospectus and any decision to
invest in the Securities should be based on a consideration of this Base Prospectus as a whole, including
the documents incorporated by reference. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area (an `EEA state') no civil
liability will attach to the Responsible Person in any such Member State in respect of this Summary,
including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this Base Prospectus. Where a claim relating to information contained in this Base
Prospectus is brought before a court in an EEA State, the plaintiff may, under the national legislation of
the EEA State where the claim is brought, be required to bear the costs of translating the Base Prospectus
before the legal proceedings are initiated. This summary does not purport to be complete and is taken
from, and is qualified by, the remainder of this Base Prospectus and, in relation to the terms and
conditions of any particular Tranche of Securities, the applicable Final Terms. Words and expressions
defined in "Form of the Securities" and "Terms and Conditions of the Securities" below shall have the
same meanings in this summary.
Issuer:
ABN AMRO Bank N.V. whether acting through its head office or a specified
branch outside The Netherlands.
History and Development:
The Issuer is a subsidiary of ABN AMRO Holding N.V. ("Holding").
Holding's is a public limited liability company incorporated under Dutch law
on 30 May 1990 with registered offices in Amsterdam, The Netherlands. The
main address is Gustav Mahlerlaan 10, 1082 PP Amsterdam, with a mailing
address in The Netherlands at Post Office Box 283, 1000 EA Amsterdam.
On 17 October 2007 RFS Holdings B.V., a company whose shares are held
by The Royal Bank of Scotland Group plc ("RBS"), Banco Santander S.A.
("Santander"), Fortis N.V. and Fortis SA/N.V. ("Fortis") acquired 85.6% of
ABN AMRO Holding N.V. Through subsequent purchases RFS Holdings
B.V. increased its stake in ABN AMRO Holding N.V. and its consolidated
subsidiaries ("ABN AMRO") to 99.3% as at 31 December 2007. RFS
Holdings B.V. is controlled by RBS, which is incorporated in the U.K. and
registered at 36 St. Andrew Square, Edinburgh, Scotland. As from 17
October 2007 The Royal Bank of Scotland Group plc is the ultimate parent
company of ABN AMRO Holding N.V.
Holding's consolidated financial statements include condensed financial
information with respect to ABN AMRO Bank N.V. (the "Bank"), which
itself had total assets of 1,025 billion as of 31 December 2007.
Plans and proposals:
Following the completion of the acquisition, RBS, Fortis and Santander (the
"Consortium Banks") have worked closely with the management of ABN
AMRO to verify and expand the information received from, and assumptions
made on the basis of, the limited due diligence access granted to them before
announcement of the offers.
In December 2007, the Consortium Banks agreed and validated a base-line
plan for achieving synergies and for separating and transferring the ABN
AMRO businesses to the respective banks. The businesses to be acquired by
each of the Consortium Banks and in which each have an interest through
their share holdings in RFS Holdings B.V. equal to their funding
requirements, are:
6

RBS: Business Unit North America, Business Unit Global Clients (excluding
Latin America) and Dutch wholesale clients and wholesale clients in Latin
America (excluding Brazil), Business Unit Asia (excluding interest in Saudi
Hollandi Bank) and Business Unit Europe (excluding Antonveneta).
Fortis: Business Unit Netherlands (excluding former Dutch wholesale
clients), Business Unit Private Clients (excluding Latin America) and
Business Unit Asset Management. The European Commission has cleared
the acquisition of certain businesses of ABN AMRO by Fortis, on the
condition that certain specified businesses were divested. The businesses
identified for disposal are the Hollandsche Bank Unie N.V., 13 advisory
branches and two Corporate Client Departments as well as the sale of the
Dutch factoring company IFN Finance B.V. Fortis can only acquire control
over ABN AMRO's Business Unit Netherlands and Business Unit Private
Clients after divesting these assets to a suitable purchaser.
Santander: Business Unit Latin America (excluding wholesale clients outside
Brazil), Antonveneta, Asset Management Antonveneta and Private Clients
business in Latin America. On 8 November 2007 Santander announced it had
reached an agreement with Banco Monte dei Paschi di Siena with respect to
the sale of Antonveneta.
Furthermore the Consortium Banks participate proportionally to their
funding commitment in the shared assets which include: central functions
including Head Office functions, the private equity portfolio, ABN AMRO
Group's investment in Saudi Hollandi Bank, the central investment portfolio
and debt issuances. During the reorganisation, the Consortium Banks will
retain a shared economic interest in all central functions (including Head
Office functions) that provide support to the ABN AMRO businesses. The
non-core assets are expected to be disposed of over a period of time with a
view to maximising their value.
This transition plan forms the basis for continued consultation with employee
representative bodies and regulators. The plan for separating and transferring
the ABN AMRO businesses to the Consortium Banks was submitted to the
Dutch Central Bank and Central Works Council for review in mid December
and was neutrally advised by the Central Works Council on 14 February
2008 and approved by the Dutch Central Bank on 10 March 2008. Now that
the approvals have been received, the implementation of the plan can begin.
Different parts of ABN AMRO will separate and integrate at different times.
The precise timing of the separation of the businesses will depend on a range
of factors, including the complexity of the separation task. For more complex
separation processes, where the businesses are closely interlinked with the
ABN AMRO Group systems and platforms, (such as within the BU
Netherlands), separation and integration is expected to take some time; in
contrast other less complicated separations will move relatively quickly. In
each case the pace of the separation process will aim to accommodate the
need for clarity among employees while also maintaining the appropriate
level of service to ABN AMRO's clients.
The Consortium Banks are in the process of agreeing on the ownership of the
debt issued and/or guaranteed by ABN AMRO. Upon the finalisation of this
agreement, the impact, if any, on the debt issuances will be communicated.
7

Our Business:
The following organisational structure was adopted in January 2006. This
structure was used by the Consortium Banks to divide the activities amongst
each other:
Holding's Group structure comprises:
·
seven client BUs
·
three global product BUs
·
two cross-BU segments
·
Group Functions
·
Services
The seven client BUs consist of five regional BUs (The Netherlands, Europe
North America, Latin America and Asia) and two global client BUs, Private
Clients and Global Clients. BU Global Clients overlaps the regional BUs in
the segment reporting adopted in 2007.
The three global product BUs (Global Markets, Transaction Banking and
Asset Management) support the client BUs by developing and delivering
products for all of ABN AMRO's clients globally.
The Commercial Client Segment encompasses all of ABN AMRO's
commercial clients. The Commercial Client Segment coordinates activities
across the Client and Product BUs, sharing best practice and the overall
strategic framework supporting this essential component of the Bank's
portfolio.
Group Functions delivers support across the Group in areas ranging from
Risk to Finance and from Human Resources to Sustainability.
Services focuses on increasing its operational efficiency through Group-wide
consolidation and standardisation.
As from 2008, ABN AMRO will be organised into three units each
containing the businesses that will ultimately be transferred to the respective
Consortium Banks. A fourth unit will include central functions including the
Head Office functions and businesses which are regarded as non-strategic.
Substitution:
Subsequent to the recent developments described above and as part of a
restructuring of the ABN AMRO group, in relation to any one or more Series
of Securities issued on or after the date of this Base Prospectus. ABN AMRO
Bank N.V. may, without the consent of Securityholders be substituted and
replaced by The Royal Bank of Scotland plc (`RBS') as the Issuer and, in
this case, RBS would assume liability as principal obligor under any such
Series of Securities in place of ABN AMRO Bank N.V., as further described
in Condition 16 (Meetings of Securityholders, Modification and Waiver,
Substitution).
RBS:
The Royal Bank of Scotland plc
The Royal Bank of Scotland Group plc (RBSG, together with its
subsidiaries, the Group) is the holding company of one of the world's largest
banking and financial services groups, with a market capitalisation of £44.4
billion at the end of 2007. Headquartered in Edinburgh, the Group operates
in the United Kingdom, the United States and internationally through its two
principal subsidiaries, The Royal Bank of Scotland plc (RBS) and National
8

Westminster Bank Plc (NatWest). Both RBS and NatWest are major UK
clearing banks whose origins go back over 275 years. In the United States,
the Group's subsidiary Citizens is ranked the ninth-largest commercial
banking organisation by deposits as at 31 December 2007. The Group has a
large and diversified customer base and provides a wide range of products
and services to personal, commercial and large corporate and institutional
customers.
The Group's operations are conducted principally through RBS and its
subsidiaries (including NatWest) other than ABN AMRO businesses and the
general insurance business (primarily Direct Line Group and Churchill
Insurance).
The Group had total assets of £1,900.5 billion and owners' equity of £53.0
billion at 31 December 2007. RBS had total assets of £1,115.7 billion and
shareholders' equity of £47.7 billion at 31 December 2007. The Group had a
total capital ratio of 11.2 per cent. and Tier 1 capital ratio of 7.3 per cent. as
at 31 December 2007 on a fully consolidated basis.
On 17 October 2007, RFS Holdings B.V. (RFS Holdings), a company jointly
owned by RBSG, Fortis N.V., Fortis SA/NV and Banco Santander S.A.) (the
"Consortium Banks'') and controlled by RBSG, completed the acquisition of
ABN AMRO Holding N.V. (ABN AMRO). RFS Holdings is in the process
of implementing an orderly separation of the business units of ABN AMRO
with RBS principally retaining ABN AMRO's global wholesale businesses
and international retail businesses in Asia and the Middle East. Certain other
assets will continue to be shared by the Consortium Banks.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Securities issued under the Programme. These are set out
under "Risk Factors" below and include (i) factors that may affect the
Issuer's ability to fulfil its obligations under Securities and (ii) other risks
related to the Securities and market generally. In addition, there are certain
factors which are material for the purpose of assessing the market risks
associated with Securities issued under this Programme. These are set out
under "Risk Factors" and include any substitution of the Issuer (see
"Substitution" above), the fact that the Securities may not be a suitable
investment for all investors, certain risks relating to the structure of particular
Series of Securities and certain market risks.
Description:
Limited Recourse Programme for the Issuance of Notes and Certificates.
Arranger:
ABN AMRO Bank N.V.
Initial Dealer:
ABN AMRO Bank N.V.
Regulatory Matters:
Each issue of Securities denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting requirements
apply will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale" below) including the following restrictions
applicable at the date of this Base Prospectus.
Issuing and Principal Paying Citibank, N.A.
Agent:
9

Registrar:
Citigroup Global Markets Deutschland AG & Co. KGaA
Size:
There is no limit on the nominal amount of Securities that may be issued
under the Programme and/or the issue proceeds of Securities.
Distribution:
Securities may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies as
may be agreed between the Issuer and the relevant Dealer, including, without
limitation, Australian dollars, Canadian dollars, Danish kroner, euro, Hong
Kong dollars, Japanese yen, New Zealand dollars, pounds sterling, Swedish
kronor, Swiss francs and United States dollars.
Maturities/Expiry:
In respect of Securities issued under the Programme, any maturity, subject to
applicable laws, regulations and restrictions and subject to a minimum
maturity of one month in the case of Notes. Certain Certificates may not have
any specified maturity.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and in respect of
Notes and Certificates issued under the Programme may be issued at an issue
price which is at par or at a discount to, or premium over, par.
Form of Notes and Certificates:
Securities may be issued in bearer or in registered form, as specified in the
applicable Final Terms. Securities in bearer form will not be exchangeable
for Securities in registered form, and Securities in registered form will not be
exchangeable for Securities in bearer form. See "Form of the Securities"
below.
Each Tranche of Bearer Securities will initially be represented by a
Temporary Global Security or a Permanent Global Security (as indicated in
the applicable Final Terms) which, in each case, will be deposited on the
relevant Issue Date with a common depositary for Euroclear and
Clearstream, Luxembourg and/or any other agreed clearing system and
which will be exchangeable, as described therein, for either a Permanent
Global Security or definitive Bearer Securities (subject to such restrictions as
are contained in the relevant Global Security and summarised below).
Temporary Global Securities will be exchanged not earlier than 40 days after
their issue only upon certification of non-U.S. beneficial ownership as
required by U.S. Treasury regulations. Permanent Global Securities will be
exchanged, unless otherwise specified in the applicable Final Terms, only
upon the occurrence of an `Exchange Event' (as described in "Form of the
Securities" below) in whole but not in part for definitive Bearer Securities,
with, where applicable, Receipts, Coupons and Talons attached. Any interest
in a Temporary Global Security or Permanent Global Security will be
transferable only in accordance with the rules and procedures for the time
being of Euroclear, Clearstream, Luxembourg and/or any other agreed
clearing system, as appropriate.
Each Tranche of Registered Securities which is sold outside the United
States in reliance on Regulation S will, unless otherwise specified in the
applicable Final Terms, be represented by a Regulation S Global Security
which will be deposited with a custodian for, and registered in the name of
Cede & Co. as nominee of, DTC on its Issue Date (as defined below) for the
accounts of Euroclear and Clearstream, Luxembourg. With respect to all
offers or sales by a Dealer of an unsold allotment or subscription and in any
10