F-4/A

As filed with the Securities and Exchange Commission on February 5, 2004

Registration No. 333-108304

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ABN AMRO BANK N.V.

ABN AMRO HOLDING N.V. (Exact name of Registrant as specified in its charter)

The Netherlands		6029	N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
		Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands (+31) 20 628 9898
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
	Jonathan Feigelson ABN AMRO Bank N.V., New York branch General Counsel 500 Park Avenue New York, New York 10022 (212) 838 7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Margaret E. Tahyar Davis Polk & Wardwell 15, Avenue Matignon 75008 Paris, France (+33) 1 5659 3670

Approximate date of commencement of proposed sale of the securities to the public: From time to time as soon as practicable after this Registration Statement becomes effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ________________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount Of Registration Fee
Subordinated Notes Due June 4, 2018	$500,000,000	100%	$500,000,000	$40,450
Guarantees of the Subordinated Notes	(3)	(3)	(3)	None

(1) Estimated solely for the purpose of calculating the amount of the registration fee.
(2) Calculated pursuant to Rule 457(f).
(3) Pursuant to Rule 457(n), no separate fee for the guarantee is payable.

     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

     This registration statement covers the registration of an aggregate principal amount at maturity of $500,000,000 of new 4.65% Subordinated Notes due 2018 of ABN AMRO Bank N.V. that may be exchanged for equal principal amounts at maturity of ABN AMRO Bank N.V.’s outstanding 4.65% Subordinated Notes due 2018. This registration statement also covers the registration of the new subordinated notes for resale by broker-dealers that have acquired such new subordinated notes pursuant to this registration statement in exchange for outstanding subordinated notes that were acquired by the broker-dealer for their own account as a result of market-making activities or other trading activities, including by any broker-dealers affiliated with Citigroup Global Markets Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each of which was an initial purchaser of the outstanding subordinated notes. This Registration Statement also covers the registration of the new subordinated notes for resale in market-making transactions by ABN AMRO Financial Services, Inc., ABN AMRO Incorporated and other of our affiliates, who as affiliates of ABN AMRO Bank N.V. cannot participate in the exchange offer. The complete prospectus relating to the exchange offer follows immediate after this Explanatory Note. Following the exchange offer prospectus are certain pages relating solely to resales and market-making transactions (the “market-making prospectus”) including an alternate front cover, an alternate table of contents, an alternate introduction for the “Risk Factors” section, an alternate risk factor in the section “Risk Factors- Risks Relating to the Subordinated Notes” replacing the risk factor “Because the new subordinated notes are a new issue, there is no assurance that a trading market will exist or that it will be liquid” with a new risk factor entitled “There is no existing trading market for the subordinated notes, which could make it difficult for you to sell your subordinated notes at an acceptable price or at all”, an alternate “Use of Proceeds” section, an alternate “Plan of Distribution” section and alternate tax sections replacing the sections entitled “Material United States Federal Income Tax Consequences of the Exchange Offer” and “Material Netherlands Tax Consequences of the Exchange Offer”. In addition, the market-making prospectus will not include the following captions (or the information set forth under those captions) in the exchange offer prospectus: “Summary- The Exchange Offer”, “Risk Factors- Risk Factors Relating to the Exchange Offer” and “The Exchange Offer”, and will not include the following captions (or the information set forth under those captions) for which information will be incorporated by reference into the market mkaing prospectus: “Capitalization”, “Ratio of Earnings to Fixed Charges”, “Exchange Rates” and “Selected Consolidated Financial Information”. All other sections of the exchange offer prospectus will be included in the market-making prospectus. In addition, the market-making prospectus will describe any material recent events and the consummation of the exchange offer.

      The information in this prospectus is not complete and may be changed. We may not offer to exchange the securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION)

ABN AMRO Bank N.V.
(Incorporated in the Netherlands with its statutory seat in Amsterdam)

OFFER TO EXCHANGE
any and all outstanding
4.65% Subordinated Notes Due 2018
(U.S.$ 500,000,000 aggregate principal amount outstanding)
for
4.65% Subordinated Notes Due 2018
which have been registered under the Securities Act of 1933

     We are offering to exchange up to U.S.$ 500,000,000 of our new 4.65% Subordinated Notes Due 2018 for up to U.S.$ 500,000,000 of our existing 4.65% Subordinated Notes Due 2018, in each case fully and unconditionally guaranteed by ABN AMRO Holding N.V. The terms of the new subordinated notes are substantially identical to the terms of the old subordinated notes, except that the new subordinated notes have been registered under the Securities Act and the transfer restrictions and registration rights relating to the old subordinated notes do not apply to the new subordinated notes.

      The exchange offer expires 5.00 pm, New York city time, _________, 2004 unless extended.

      To exchange your old subordinated notes for new subordinated notes:

· you are required to make the representations described on page 45 to us;

· you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, The Bank of New York, by 5:00 p.m., New York time, on _________, 2004; and

· you should read the section called “The Exchange Offer” for further information on how to exchange your old subordinated notes for new subordinated notes.

     Application has been made to list the new subordinated notes on the Official Segment of the stock market of Euronext Amsterdam N.V.

      See the “Risk Factors” section beginning on page 15 for a discussion of risk factors that you should consider prior to tendering your old subordinated notes in the exchange offer.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______, 2004

Table of Contents
	Page
ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
SERVICE OF PROCESS AND ENFORCEABILITY OF CERTAIN FOREIGN JUDGMENTS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
SUMMARY	7
The Exchange Offer	7
Summary Description Of The Subordinated Notes	11
Our Company	13
RISK FACTORS	15
Risks Relating to the Exchange Offer	15
Risks Relating to the Subordinated Notes	15
Risks Related to our Business	16
USE OF PROCEEDS	19
CAPITALIZATION	20
RATIO OF EARNINGS TO FIXED CHARGES	20
EXCHANGE RATES	21
SELECTED CONSOLIDATED FINANCIAL DATA	22
DESCRIPTION OF THE SUBORDINATED NOTES	27
THE EXCHANGE OFFER	39
PLAN OF DISTRIBUTION	47
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER	49
MATERIAL NETHERLANDS TAX CONSEQUENCES OF THE EXCHANGE OFFER	50
GENERAL INFORMATION	51
EXPERTS	51
LEGAL MATTERS	51

     Each broker-dealer that receives new subordinated notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new subordinated notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new subordinated notes received in exchange for old subordinated notes where such old subordinated notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for up to 365 days following the closing date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

      THIS PROSPECTUS INCORPORATES BY REFERENCE IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THE DOCUMENT. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO US AT ABN AMRO BANK N.V., ABN AMRO INVESTOR RELATIONS DEPARTMENT, GUSTAV MAHLERLAAN 10, P.O. BOX 283, 1000 EA AMSTERDAM, THE NETHERLANDS, (+31-20) 628 7835. IN ORDER TO OBTAIN TIMELY DELIVERY OF THIS INFORMATION YOU MUST REQUEST IT NO LATER THAN FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.

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ABOUT THIS PROSPECTUS

     The exchange offer is not being made to, nor will we accept surrenders of old subordinated notes for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

     References in this prospectus to “ABN AMRO”, “ABN AMRO Bank”, “Bank”, “we”, “us” and “our” refer to ABN AMRO Bank N.V. and any or all of our subsidiaries, as the context requires. References in this prospectus to “ABN AMRO Holding”, “Holding” or “Guarantor” refer to our parent company, ABN AMRO Holding N.V.. Unless the context requires otherwise, references to “this prospectus” refer to this prospectus including any information incorporated therein by reference.

     The new subordinated notes and the old subordinated notes are part of a single class under the indenture, and when referring to “the subordinated notes” or “the notes”, without the adjective “old” or “new”, we refer to both the old and the new subordinated notes.

     You should rely only on the information contained or incorporated by reference in this prospectus. “Incorporated by reference” means that we disclose important information to you by referring you to another document filed separately with the SEC. See “Where You Can Find More Information- Incorporation by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making, nor will we make, an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any documents included by reference herein is current only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since that date. You should read all information supplementing this prospectus. In particular, when we refer to information included in “our Form 20-F for 2002”, you should understand that such information may have been superseded or modified to the extent that any other subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes such information. See “Where You Can Find More Information- Incorporation by Reference” below.

     Having made all reasonable inquiries, we confirm that this prospectus contains all information with regard to us and the subordinated notes which is material in the context of the exchange offer, that the information contained in this prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which would make this document or any of such information or the expression of any such opinions or intentions materially misleading. We accept responsibility for the information contained in this prospectus.

     Save for obtaining the approval of the prospectus by Euronext Amsterdam N.V. and the admission of the new subordinated notes to trading on the Official Segment of the stock market of Euronext Amsterdam N.V. (“Euronext Amsterdam”), no action has been taken in any jurisdiction other than the United States by us that would permit a public offering of the new subordinated notes in any jurisdiction where action for that purpose is required. The new subordinated notes may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisement in connection with the offer and sale of the new subordinated notes be distributed or published in any jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations of such jurisdictions.

     This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained herein or incorporated by reference herein is correct as of any time subsequent to its date.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

     This prospectus is part of a registration statement that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some of the information included in the registration statement from this prospectus. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference.

     In addition, the Guarantor is subject to the information requirements of the Securities Exchange Act of 1934 and, in accordance with the Exchange Act, the Guarantor files reports and other information with the SEC. You may read and copy any of this information in the SEC’s Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room in Washington, D.C. by calling the SEC at 1-800-SEC-0330.

      The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is http://www.sec.gov. The SEC file numbers for documents filed by ABN AMRO Holding and us under the Exchange Act are 1-14624 and 5-52647, respectively. Some, but not all, of our registration statements and reports are available at the SEC’s website.

     We are required under the indenture to furnish the holders of the subordinated notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders of the notes and to securities analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.

     So long as the subordinated notes are outstanding, copies of the following documents will be available to you free of charge from our registered office and from the specified office of the trustee:

· a translation in English of our articles of association; and

· a copy of the indenture as may be amended or supplemented from time to time.

     In addition, English copies of the audited consolidated financial statements of ABN AMRO Holding N.V. for the last three financial years ended December 31 and copies of the last published unaudited interim financial statements of ABN AMRO Holding N.V. will be available and can be obtained free of charge from our registered offices.

     You may request a copy of any of these documents by writing or telephoning us at:

ABN AMRO Bank N.V.
ABN AMRO Investor Relations Department
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam, the Netherlands
(+31) 20 628 7835

Incorporation by Reference

     The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the

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SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below:

· Annual Report on Form 20-F of ABN AMRO Holding N.V. for the year ended December 31, 2002, filed with the SEC on March 28, 2003 and amended by an Amendment to the Annual Report on Form 20-F filed with the SEC on August 28, 2003, which, as amended, we also refer to as our 20-F for 2002;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on April 14, 2003, containing a press release entitled, “Changes in Supervisory Board ABN AMRO”, dated March 14, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on May 8, 2003, containing a press release entitled, “ABN AMRO reports first quarter 2003 results: Good overall performance”, dated April 28, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on May 8, 2003, containing a press release entitled, “ABN AMRO further strengthens position in Brazil through acquisition of Banco Sudameris”, dated April 16, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on May 16, 2003, containing a release entitled, “Consolidated Ratio of Earnings to Fixed Charges Calculated under Dutch GAAP for the Three Month Period Ended March 31, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on August 18, 2003, containing (1) a press release entitled, “ABN AMRO reports double-digit growth”, dated August 7, 2003, and (2) a release entitled, “Consolidated Ratio of Earnings to Fixed Charges Calculated under Dutch GAAP for the Three Month and Six Month Periods Ended June 30, 2003”;

· the Report on Form 6-K of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. filed with the SEC on August 18, 2003, containing the Articles of Association of ABN AMRO Holding N.V., as last amended on May 26, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on September 10, 2003, containing a press release entitled “Interim dividend 2003 ABN AMRO Holding N.V.”, dated August 28, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on September 30, 2003, containing (1) a press release entitled, “Reconciliation of Net Profit and Shareholders’ Equity under U.S. GAAP for the first half of 2003 and 2002”; (2) a release entitled “Consolidated Cash Flow Statement for the first half of 2003 and 2002”; (3) a release entitled “Condensed Consolidated Information”; and (4) a release entitled “Consolidated Ratios of Earnings to Fixed Charges”, in each case for the period ended June 30, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on September 30, 2003, containing a press release entitled, “ABN AMRO to sell Prime Brokerage to UBS”, dated September 25, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on September 30, 2003, containing a press release entitled, “Senior Management Changes at ABN”, dated September 30, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on October 28, 2003, containing a press release entitled, “ABN AMRO completes the acquisition of Banco Sudameris”, dated October 27, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on October 29, 2003, containing a press release entitled, “New Collective Labour Agreement for ABN AMRO in the Netherlands,” dated October 22, 2003;

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· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on October 29, 2003, containing a press release entitled, “ABN AMRO increases shareholding in Capitalia to 9%”, dated October 20, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on November 5, 2003, containing a press release entitled, “Jan Kalff steps down as Member of the Supervisory Board of ABN AMRO”, dated October 30, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on November 5, 2003, containing a press release entitled, “Jan Kalff steps down as Member of the Supervisory Board of ABN AMRO”, dated October 30, 2003;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on November 5, 2003, containing (1) a press release entitled, “ABN AMRO expects a 25% increase in net profit for the full year 2003”, dated October 31, 2003, and (2) a release entitled “Consolidated Ratio of Earnings to Fixed Charges”;

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on January 8, 2004, containing (1) a press release entitled, “ABN AMRO announces changes of responsibilities in the Managing Board”, dated November 6, 2003; (2) a press release entitled, “ABN AMRO completes the sale of its US based Prime Brokerage Unit to UBS”, dated December 8, 2003; (3) a press release entitled, “ABN AMRO’s acquisition of BethmannMaffei further strengthens its private banking position in Germany”, dated December 10, 2003; and (4) a press release entitled, “ABN AMRO looks to sell its US Professional Brokerage Unit to Merrill Lynch”, dated December 31, 2003; and

· the Report on Form 6-K of ABN AMRO Holding N.V. filed with the SEC on February 4, 2004, containing (1) a press release entitled, “ABN AMRO reports full year 2003 results: Record net profit of EUR 3.161 mln and proposed final dividend of 5 euro cents per share” dated February 4, 2004, and (2) a release entitled “Consolidated Ratio of Earnings to Fixed Charges”.

     All documents filed by the Guarantor or us pursuant to Section 12, 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and any Form 6-K subsequently submitted to the SEC specifying that it is being incorporated by reference in this prospectus, shall be deemed to be incorporated by reference and to be a part of this prospectus from the respective dates of filing of those documents and prior to the termination of the exchange offer.

     Following termination of the exchange offer, this prospectus will for purposes of the market-making prospectus at the conclusion of this registration statement be deemed to incorporate by reference all documents filed by the Guarantor or us pursuant to Section 12, 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and any Form 6-K subsequently submitted to the SEC specifying that it is being incorporated by reference in this prospectus, prior to the date of such market-making prospectus.

     Any statement contained in this prospectus, or in a document all or any portion of which is incorporated or deemed to be incorporated by reference into this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement that is so modified or superseded in this way shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.

     Upon request, we will provide without charge to each person to whom a copy of this prospectus has been delivered a copy of any of these filings other than exhibits not specifically incorporated by reference. You may request a copy of these documents by writing or telephoning us at the address set out above under “- Available Information”.

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SERVICE OF PROCESS AND ENFORCEABILITY OF CERTAIN FOREIGN JUDGMENTS

     We and the Guarantor are organized under the laws of the Netherlands and the members of our Supervisory Board, with one exception, and of our Managing Board are residents of the Netherlands or other countries outside the United States. Although we and some of our affiliates have substantial assets in the United States, substantially all of the assets of the Guarantor and the members of our Supervisory Board and Managing Board are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon the Guarantor or these persons or to enforce against the Guarantor or these persons in United States courts judgments of United States courts predicated upon the civil liability provisions of United States securities laws. The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States federal securities laws, would not be enforceable in the Netherlands. However, if the party in whose favor such judgment is rendered brings a new suit in a competent court in the Netherlands, that party may submit to a Dutch court the final judgment which has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that the final judgment concerned results from proceedings compatible with Dutch concepts of due process, to the extent that the Dutch court is of the opinion that reasonableness and fairness so require, the Dutch court would, in principle, under current practice, recognize the final judgment that has been rendered in the United States and generally grant the same claim without relitigation on the merits, unless the consequences of the recognition of such judgment contravene public policy in the Netherlands.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements included in this prospectus are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believe”, “expect”, “may”, “intend”, “will”, “should”, “anticipate”, “Value-at-Risk”, or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements.

     In particular, this prospectus and certain documents incorporated into this prospectus by reference include forward-looking statements relating but not limited to management objectives, trends in results of operations, margins, costs, return on equity, and risk management, including our potential exposure to various types of market risk, such as interest rate risk, currency risk and equity risk. For example, certain of the market risk disclosures are dependent on choices about key model characteristics, assumptions and estimates, and are subject to various limitations. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future.

     We have identified some of the risks inherent in forward-looking statements in this prospectus under “Risk Factors” as well as in Item 3 of our 20-F for 2002, “Key Information–Risk Factors”. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements in this report include, but are not limited to:

· general economic and business conditions in the Netherlands, the European Union, the United States, Brazil and other countries or territories in which we operate;

· changes in applicable laws and regulations, including taxes;

· the monetary, interest rate and other policies of central banks in the Netherlands, the European Union, the United States and elsewhere;

· changes or volatility in interest rates, foreign exchange rates (including the euro-U.S. dollar rate), asset prices, equity markets, commodity prices, inflation or deflation;

· the effects of competition in the markets in which we operate, which may be influenced by regulation or deregulation;

· changes in consumer spending and savings habits, including changes in government policies which may influence investment decisions;

· our ability to hedge certain risks economically;

· our success in managing the risks involved in the foregoing, which depends, among other things, on our ability to anticipate events that cannot be captured by the statistical models we use; and

· force majeure and other events beyond our control.

     Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed here, in the “Risk Factors” section, or in Item 3 of our 20-F for 2002 “Key Information–Risk Factors” to be a complete set of all potential risks or uncertainties.

     The forward-looking statements made in this prospectus speak only as of the date of this prospectus. Other than as required by law or regulations of an applicable stock exchange, we do not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this prospectus, and we do not assume any responsibility to do so.

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SUMMARY

     This summary highlights the more detailed information in this prospectus and you should read the entire prospectus carefully. This summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus carefully, including the documents incorporated by reference herein, and the consolidated financial statements and related notes incorporated by reference in this prospectus. The exchange offer is subject to the selling restrictions described in “Plan of Distribution” and is not conditional on any regulatory approvals outside the United States.

THE EXCHANGE OFFER

Securities Offered	We are offering up to U.S.$ 500,000,000 aggregate principal amount of 4.65% Subordinated Notes Due 2018, which have been registered under the Securities Act.
The Exchange Offer	We are offering to issue the new subordinated notes in exchange for a like principal amount of your old subordinated notes. We are offering to issue the new subordinated notes to satisfy our obligations contained in the registration rights agreement entered into when the old subordinated notes were sold in transactions permitted by Rule 144A under, or Regulation S of, the Securities Act and therefore not registered with the SEC. After the exchange offer is complete, except in limited circumstances, the holders of the outstanding old subordinated notes will no longer be entitled to any exchange or registration rights with respect to their old subordinated notes. We will issue the new subordinated notes to you on or as soon as practicable after the expiration of the exchange offer.
Procedures for Tendering	If you are a holder of an outstanding old subordinated note and you wish to tender your note for exchange pursuant to the exchange offer, you must transmit to The Bank of New York as exchange agent for the outstanding old subordinated  notes, on or prior to the expiration date: either - a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent at the address set forth on the cover page of the letter of transmittal; or - a computer-generated message transmitted by means of the Depository Trust Company's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; and, either - certificates for the outstanding old subordinated notes being tendered; or

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	- a timely confirmation of book-entry transfer of your outstanding old subordinated notes into the exchange agent's account at The Depository Trust Company pursuant to the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer- Procedures for Tendering Old Subordinated Notes”; or - - the holder must comply with the guaranteed delivery procedures described under the heading  “The Exchange Offer- Guaranteed Delivery Procedures”. By executing the letter of transmittal, or by agreeing to the terms of the letter of transmittal, each holder represents to us that, among other things, (1) the exchange notes to be issued in the exchange offer are being obtained in the ordinary course of business of the person receiving such notes whether or not such person is the holder, (2) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such exchange notes and (3) neither the holder nor any such other person is an “affiliate” of ours as “affiliate” is defined in Rule 405 under the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding old subordinated notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes in the exchange offer, you should contact the person in whose name your old subordinated notes are registered promptly and instruct that person to tender on your behalf. If you, as the beneficial holder, wish to tender on your own behalf you must, prior to completing and executing the letter of transmittal and delivering your outstanding old subordinated  notes, make appropriate arrangements to obtain a properly completed bond power from the registered holder.
Guaranteed Delivery Procedures	If you wish to tender your outstanding old subordinated notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time or certificates for registered old subordinated notes cannot be delivered on time, you may tender your outstanding old subordinated notes pursuant to the procedures described in this prospectus under the heading “The Exchange Offer- Guaranteed Delivery Procedures”.
Expiration Date, Withdrawal Rights	The exchange offer will expire at 5:00 p.m. New York City time on __________, 2004, unless it is extended. If you decide to tender your old subordinated notes in the exchange offer, you may withdraw them at any time prior to 5:00 p.m. New York City time, on __________, 2004, the business day prior to the expiration date.

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	If we decide for any reason not to accept any old subordinated notes for exchange, your old subordinated notes will be returned to you without expense to you promptly after the exchange offer expires.
Tax Consequences	Your exchange of old subordinated notes for new subordinated notes in the exchange offer will not result in any income, gain or loss to you for Unites States federal income tax purposes. See  “Material United States Federal Income Tax Consequences of the Exchange Offer”. For a description of material Dutch tax consequences, see “Material Netherlands Tax Consequences of the Exchange Offer”.
Accrued Interest	The new subordinated notes will bear interest from the last interest payment date for the old subordinated notes surrendered in the exchange or, if no interest has been paid on such old subordinated notes, from June 2, 2003. Holders of old subordinated notes whose notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such outstanding old subordinated notes accrued from the last interest payment date for such old subordinated notes or June 2, 2003, as the case may be, to the date of the issuance of the new subordinated notes.
Conditions of the Exchange Offer	We may terminate the exchange offer if we determine that our ability to proceed with the exchange offer could be materially impaired due to any legal or governmental action, new law, statute, rule or regulation or any interpretation of the staff of the SEC of any existing law, statute, rule or regulation. Holders of outstanding old subordinated notes will have certain rights against us under the registration rights agreement should we fail to consummate the exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of the new subordinated notes in the exchange offer. We will pay all expenses incident to the exchange offer.
Exchange Agent	The Bank of New York is serving as the exchange agent for the exchange offer. The exchange agent is located at 101 Barclay Street, New York, NY 10826, U.S.A.. For more information with respect to the exchange of your old subordinated notes, you may contact the exchange agent by telephone at (212) 298 1915, or by facsimile at (212) 815 5920, both to the attention of Ms. Carolle Montreuil, Corporate Trust Operations.
Failure to Tender Your Old Subordinated Notes	If you fail to tender your old subordinated notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old subordinated notes or to pay you additional interest.

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You will be able to resell the new subordinated notes without registering them with the SEC if you meet the requirements described below

     Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new subordinated notes issued in exchange for old subordinated notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new subordinated notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

· you are not one of our “affiliates”, as defined in Rule 405 of the Securities Act;

· you acquire the new subordinated notes in the ordinary course of your business;

· you do not have any arrangement or understanding with any person to participate in the distribution of the new subordinated notes; and

· you are not engaged in, and do not intend to engage in, a distribution of the new subordinated notes.

     If you are an affiliate of ABN AMRO, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new subordinated notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     If you are a broker-dealer and receive new subordinated notes for your own account in the exchange offer:

· you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new subordinated notes;

· you must acknowledge that you will deliver a prospectus in connection with any resale of the new subordinated notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

· you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new subordinated notes received in exchange for old subordinated notes acquired by you as a result of market-making or other trading activities.

     For a period of 365 days after the closing of the exchange offer, or, if earlier, until all restricted new subordinated notes covered by this Registration Statement have been sold, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

     If you do not exchange your old subordinated notes for new subordinated notes in the exchange offer, your old subordinated notes will continue to be subject to the restrictions on transfer contained in the legend on the old subordinated notes. Please refer to “Risk Factors- Risk Factors Relating to the Exchange Offer- Consequences of Failure to Exchange” for a description of those restrictions.

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SUMMARY DESCRIPTION OF THE SUBORDINATED NOTES

     The terms of the new subordinated notes and the old subordinated notes are identical in all material respects, except that the new subordinated notes have been registered under the Securities Act and the transfer restrictions and registration rights relating to the old subordinated notes do not apply to the new subordinated notes. The new subordinated notes and the old subordinated notes are treated as one class under the indenture and are collectively referred to below as the “subordinated notes”. The following is a summary of material terms of the subordinated notes. This overview does not purport to be complete and is taken from, and is qualified by, the remainder of this prospectus, and the indenture relating to the subordinated notes. For a more complete description of the subordinated notes, see “Description of the Subordinated Notes” and the documents described therein.

Interest Payment Dates	Interest payments on the subordinated notes will be payable semi-annually in arrears in equal payments on June 4 and December 4 of each year, commencing December 4, 2003.
Guarantor	ABN AMRO Holding N.V., a publicly limited liability company incorporated under the laws of the Netherlands, and its successors.
Redemption	The subordinated notes may not be redeemed prior to maturity, unless certain changes occur in the treatment of the subordinated notes for taxation purposes (e.g., payments becoming subject to withholding tax). In such case, we may redeem the subordinated notes in whole, but not in part, on the next interest payment date, at their aggregate principal amount, together with any interest accrued to the date of such redemption. Subordinated notes so redeemed will forthwith be canceled and accordingly may not be re-issued or resold.
	Notwithstanding the foregoing, the subordinated notes may only be redeemed upon receipt by us of the written approval of De Nederlandsche Bank N.V. (the Dutch Central Bank) to redeem the subordinated notes. See “Description of the Subordinated Notes- Redemption and Purchase- Redemption for Tax Reasons”.
Additional Amounts	We will make all payments in respect of the subordinated notes, and Holding will make all payments in respect of the guarantees, in each case without withholding or deduction for or on account of taxes levied in the Netherlands, subject to certain exceptions as provided in this prospectus. In the event that any such deduction is made, we will, save in certain limited circumstances, be required to pay additional amounts to cover the amounts so deducted. See “Description of the Subordinated Notes- Additional Amounts”.
Subordination	The subordinated notes will constitute our unsecured obligations and will rank pari passu without any preference among themselves and with all of the other present and future unsecured and subordinated obligations of ABN AMRO Bank N.V., save for those preferred by mandatory provisions of law. The claims of the holders of the subordinated notes against us will:

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	(i) in the event of our liquidation or bankruptcy; or (ii) in the event that a competent court has declared that we are in a situation which requires special measures (“bijzondere voorzieningen”) in the interests of all creditors, as referred to in Chapter X of the Dutch 1992 Act on the Supervision of the Credit System (Wet toezicht kredietwezen 1992), and for so long as such situation is in force (such situation being hereinafter referred to as a “moratorium”), be subordinated to (a) the claims of depositors, (b) unsubordinated claims with respect to the repayment of borrowed money and (c) other unsubordinated claims. By virtue of such subordination, payments to a noteholder will, in the event of our liquidation or bankruptcy or in the event of a moratorium with respect to us, only be made after, and any set-off by a noteholder shall be excluded until, all our obligations resulting from deposits, unsubordinated claims with respect to the repayment of borrowed money and other unsubordinated claims have been satisfied. See “Description of the Subordinated Notes- Status and Subordination”.
Remedies in the Event of Default	In the case of a bankruptcy default, the subordinated notes shall become forthwith due and payable at the redemption amount, together with any accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind. If we default on the payment of interest or principal in respect of the subordinated notes and such default continues for more than 30 days, any noteholder may take such proceedings against us as it may think fit to enforce such payment; provided, however, that we will not, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums sooner than such sum or sums would otherwise have been payable by us. In any such event of default, repayment of the subordinated notes prior to maturity is subject to receipt by us of the written approval of the Dutch Central Bank. See “Description of the Subordinated Notes -  Events of Default -  Limitation on Remedies”.
Status of the Subordinated Notes	For the purposes of the solvency guidelines of the Dutch Central Bank to which we are subject, the subordinated notes will qualify as tier 2 capital, as referred to in such solvency guidelines.
Guarantee	ABN AMRO Holding N.V. fully and unconditionally guarantees the payment of principal and interest on the subordinated notes when such amounts become due and payable.
Risk Factors	See “Risk Factors” and other information in this prospectus for a discussion of factors you should carefully consider.

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OUR COMPANY

General Information

    History and Incorporation

     ABN AMRO Holding N.V. is incorporated under the laws of the Netherlands by deed of May 30, 1990 as the holding company of ABN AMRO Bank. The articles of association of Holding were last amended by deed of May 26, 2003 executed before Mr. R.J.C. van Helden, notary public in Amsterdam. Holding’s main purpose is to own ABN AMRO Bank and its subsidiaries. Holding owns 100 percent of the shares of ABN AMRO Bank and is jointly and severally liable for all liabilities of ABN AMRO Bank.

     ABN AMRO Bank traces its origin to the formation of the “Nederlandsche Handel-Maatschappij, N.V”. in 1825 pursuant to a Dutch Royal Decree of 1824. ABN AMRO Bank’s articles of association were last amended by deed of May 17, 2001.

ABN AMRO Bank is registered in the Commercial Register of Amsterdam under number 33002587. The registered office of ABN AMRO Bank is at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands. Our home website is www.abnamro.nl for the Netherlands, and www.abnamro.com for the United States and the rest of the world. Information on our website does not form part of this prospectus and may not be relied upon in connection with any decision to invest in the subordinated notes.

    Changes to Our Corporate Governance Model

     At the Annual General Meeting of Shareholders on April 29, 2003, the proposal with regard to the changes in our corporate governance model was adopted by the shareholders as proposed. The articles of association of Holding were subsequently amended by deed on May 26, 2003.

     The amendments reflect Holding’s wish to increase shareholders’ influence. The essence of the amendments is that the authority to appoint and dismiss the members of the Managing Board and the Supervisory Board has switched to shareholders, with appointments being made on a binding nomination from the Supervisory Board, which nomination can be defeated by a two-thirds majority of the votes attending the shareholders meeting jointly representing at least half of the economic capital. Furthermore, the authority to adopt the financial statements has switched from the Supervisory Board to shareholders, while shareholders representing at least 1% of the capital may place items on the agenda of the shareholders’ meeting, including a proposal to appoint or dismiss members of the Managing and Supervisory Boards.

     In addition, the outstanding priority share has been converted into four ordinary shares, and the class of priority shares has been abolished. The right to determine the size of the Managing and Supervisory Boards has been transferred from Stichting Prioriteit to the Supervisory Board.

     For more information on the changes see “Item 4. Information on the Company–Business Overview–Corporate Governance” and “Item 10. Additional Information- Memorandum and Articles of Association- Proposal to Amend the Articles of Association” of our Form 20-F for 2002.

    Activities and Results

     The ABN AMRO group, which consists of Holding and its subsidiaries, is a global banking group offering a wide range of commercial and investment banking products and services on a global basis through its network of approximately 3,700 offices and branches in more than 60 countries and territories. ABN AMRO is one of the largest banking group in the world with total consolidated assets of EUR 560 billion at December 31, 2003. ABN AMRO has a substantial presence in the United States, where it is one of the largest foreign banking groups based on total assets held in the country, and it has a significant presence in Brazil.

     ABN AMRO’s performance reflects the group’s broad diversification of revenue sources and risks on the basis of clients, products and geography, its leading position in its home markets and a cautious management approach that focuses on shareholder value, profitability and cost control.

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     ABN AMRO aims to create maximum economic value for its shareholders through a constant relationship focus on the financial services needs of its chosen client segments and a strict adherence to its financial targets. ABN AMRO is operating in three principal customer segments, whereby the objective is to maximize the value of each of these businesses as well as the synergies between them.

     ABN AMRO’s strategy is to use its strong capital base to pursue both organic growth and expansion through acquisitions with the goal of enhancing its position in key regions, broadening the range of products and services offered and entering new markets that it believes have significant long-term growth and profitability potential without risking its ability to achieve its targets for financial performance.

     The registered office and the principal executive offices of ABN AMRO Holdings are located on Gustav Mahlerlaan 10,
1082 PP Amsterdam, The Netherlands, and its telephone number at that address is +31-20-383-6821.

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RISK FACTORS

     In addition to the other information contained in or incorporated by reference into this prospectus, you should carefully consider the following risk factors in deciding whether to exchange your old subordinated notes.

Risks Relating to the Exchange Offer

    Consequences of failure to exchange

     Holders of old subordinated notes who do not exchange their old subordinated notes for new subordinated notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of their old subordinated notes as set forth in the legends thereon. In general, the old subordinated notes may not be offered or sold, unless they are registered under the Securities Act or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register the old subordinated notes under the Securities Act.

     In addition, the tender of old subordinated notes will reduce the principal amount of the old subordinated notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old subordinated notes due to a reduction in liquidity.

Risks Relating to the Subordinated Notes

Our obligations under the subordinated notes will be subordinated to our senior unsecured indebtedness

     The subordinated notes are by their terms subordinated in right of payment to all current and future senior unsecured indebtedness of ABN AMRO Bank N.V., and are structurally subordinated to all current and future indebtedness of our subsidiaries. By reason of the subordination of the notes, in the event of a winding up of ABN AMRO Bank, although the notes would become immediately due and payable at their principal amount together with accrued interest thereon, the assets of ABN AMRO Bank would be available to pay such amounts only after all the senior indebtedness of ABN AMRO Bank and any payments preferred by mandatory provisions of law had been paid in full.

We are not prohibited from issuing further debt which may rank pari passu with, or senior to, the subordinated notes

     Subject only to the conditions described in “Description of the Subordinated Notes- Subordination”, there is no restriction on the amount of debt that we may issue that ranks senior to the subordinated notes or on the amount of securities that we may issue that rank pari passu with the subordinated notes. The issue of any such debt or securities may reduce the amount recoverable by you upon our bankruptcy or may increase the likelihood of a deferral of payments on the subordinated notes.

There are limitations on the remedies available to you should we fail to pay amounts due on the subordinated notes

     Upon a payment default, the sole remedy available to you for recovery of amounts owing in respect of any payment or principal of, or interest on, the subordinated notes will be the institution of proceedings to enforce such payment. Notwithstanding the foregoing, we shall not by virtue of the institution of any such proceedings be obliged to pay any sum or sums sooner than the same would otherwise have been payable by us. See “Description of the Subordinated Notes- Limitation of Remedies”.

You will be deemed to have waived all rights of set-off

     Subject to applicable law, you may not exercise or claim any right of set-off in respect of any amount we owe you arising under or in connection with the subordinated notes and you will be deemed to have waived all such rights of set-off. See “Description of the Subordinated Notes- Status and Subordination- Waiver of right to set-off”.

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We may redeem the subordinated notes at any time if certain tax law changes requiring additional amounts occur

     Upon the occurrence of certain tax events described more fully in this prospectus under “Description of the Subordinated Notes- Redemption for Tax Reasons”, the subordinated notes will be redeemable at any time in whole, but not in part, at our option. Any redemption of the subordinated notes will be subject to the conditions described under “Description of the Subordinated Notes- Redemption for Tax Reasons”.

Because the new subordinated notes are a new issue, there is no assurance that a trading market will exist or that it will be liquid

     The new subordinated notes are being offered to holders of the old subordinated notes. The old subordinated notes were issued to a limited number of qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and to a limited number of institutional investors outside of the United States in reliance on Regulation S of the Securities Act. The new subordinated notes are a new issue of securities for which there is no established trading market. Although application has been made to list the new subordinated notes on Euronext Amsterdam, there can be no assurance that an active trading market will develop. We currently make a market in the old subordinated notes, and we may make a market in the new subordinated notes. However, we are not obliged to do so, and any such market-making activities may be discontinued at any time without notice, at our sole discretion. Therefore, no assurance can be given as to the liquidity of, or the trading market for, the new subordinated notes. There may be a limited number of buyers and the market prices may be uncertain when you decide to sell your new subordinated notes. The liquidity and market prices for the new subordinated notes will vary depending on changes in market and economic conditions, the financial conditions of, and prospects for, ABN AMRO, and other factors that generally influence the market prices of securities. Accordingly, there is no assurance that a trading market for the new subordinated notes will exist and no assurance as to the liquidity of any trading market.

Risks Related to our Business

     We have incorporated, and you should review, the Risk Factors in Item 3 of our Form 20-F for 2002 and as modified or superseded by our Form 20-Fs for subsequent years and any other filings made by us with the SEC that are incorporated herein by reference.

Our results can be adversely affected by general economic conditions and other business conditions

     Our results are affected by general economic and other business conditions. These conditions include changing economic cycles that affect demand for investment and banking products. Such cycles are also influenced by global political events, such as terrorist acts, war and other hostilities as well as by market specific events, such as shifts in consumer confidence, industrial output, labor or social unrest and political uncertainty. Since the second half of 2000 the growth in the world’s major economies has slowed and stock markets around the world have experienced meaningful declines. For example, global economic conditions in 2003 remained challenging, the euro-zone economies have had a difficult year, the Dutch economy suffered from a recession and the U.S. economy was weak in the first half. These changing conditions have had an impact on our results.

     Our investment banking, securities trading and brokerage activities, and asset management and private banking services, as well as our investments in, and sales of products linked to, financial assets, particularly equity securities performance, were adversely impacted in 2002 and 2003 by the weaker financial markets. A protracted decline or further steep declines in the stock or bond markets would further adversely affect these activities and investments. Our commercial and consumer banking business will also be affected by general economic and business conditions. During recessionary conditions, there may be less demand for loan products or certain customers may face financial problems. Interest rate rises may also impact the demand for mortgages and other loan products.

     The risk arising from the impact of the economy and business climate on the credit quality in the range of borrowers and counter-parties can affect the overall credit quality and the recoverability of loans and amounts due from counter-parties. In 2002, and to a lesser extent in 2003, adverse changes in the credit quality of our borrowers and counter-parties have resulted in additional provisions for loan losses.

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     For a discussion of how credit and market risk is managed see “Item 4. Information on the Company- Business Overview- Risk Management” in our 20-F for 2002.

Changes in interest rate and foreign exchange rates may impact our results

     Fluctuations in interest rates and foreign exchange rates, particularly in our three home markets of the Netherlands, the United States and Brazil, also influence our performance. Since the second half of 2000 the U.S. Federal Reserve has significantly reduced interest rates while the European Central Bank and the Bank of England have eased rates more modestly. The Central Bank of Brazil has also experienced volatility in its interest rate development.

     The results of our banking operations are affected by our management of interest rate sensitivity. Interest rate sensitivity refers to the relationship between changes in market interest rates and changes in net interest income. The composition of our assets and liabilities, and any gap position resulting from the composition, causes the net interest income to vary with changes in interest rates. In addition, variations in interest rate sensitivity may exist within the re-pricing periods or between the different currencies in which we hold interest rate positions. A mismatch of interest-earning assets and interest-bearing liabilities in any given period may, in the event of changes in interest rates, have a material effect on the financial condition or result from operations of our business.

     We publish our consolidated financial statements in euros. When deemed affordable and necessary, and in order to mitigate the volatile impact of fluctuations in exchange rates and ensure consistent earnings streams, we hedge expected earnings, especially exposure to the U.S. dollar. However, fluctuations in exchange rates used to translate other currencies into euros, will impact our reported consolidated financial condition, results of operations and cash flows from year to year. For 2003, based on our unaudited results reported on Form 6-K on February 4, 2004, 30.9% of our revenues and 25.7% of our expenses were denominated in U.S. dollars and 9.4% of our revenues and 8.6% of our expenses were denominated in Brazilian real. Fluctuations in exchange rates will also impact the euro value of our investments and the return on our investments, as well as our obligations.

     For a discussion of how interest rate risk and foreign exchange rate fluctuation risk is managed see “Item 4. Information on the Company- Business Overview- Risk Management” of our 20-F for 2002.

Our performance is subject to substantial competitive pressures that could adversely affect our results of operations

     There is substantial competition for the types of banking and other products and services that we provide in the Netherlands and the other regions in which we conduct large portions of our business, including the United States and Brazil. Such competition is affected by consumer demand, technological changes, the impact of consolidation, regulatory actions and other factors. If we are unable to provide attractive product and service offerings that are profitable, we may lose market share or incur losses on some or all activities.

Regulatory changes could adversely affect our business

     We are subject to banking and financial services laws and government regulation in each of the jurisdictions in which we conduct business. Regulatory agencies have broad administrative power over many aspects of the financial services business, which may include liquidity, capital adequacy and permitted investments, and marketing and selling practices. Banking and financial services laws, regulations and policies currently governing us and our subsidiaries may change at any time in ways which have an adverse effect on our business. Furthermore, we cannot predict the timing or form of any future regulatory initiatives. Changes in existing banking and financial services laws and regulations may materially affect the way in which we conduct our business, the products or services we may offer and the value of our assets.

There is operational risk associated with our industry which, when realized, may have an adverse impact on our results

     We, like all financial institutions, are exposed to many types of operational risk, including the risk of fraud by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or record keeping errors or errors resulting from faulty computer or telecommunications systems. Given the high volume of

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transactions at ABN AMRO certain errors may be repeated or compounded before they are discovered and successfully rectified. In addition, our dependence upon automated systems to record and process its transactions volume may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. Although ABN AMRO maintains a system of controls designed to keep operational risk at appropriate levels we have suffered losses from operational risk and there can be no assurance that we will not suffer losses from operational risks in the future.

     For a discussion of how operational risk is managed see “Item 4. Information on the Company- Business Overview- Risk Management” in our 20-F for 2002.

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USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the new subordinated notes. The new subordinated notes will be exchanged for old subordinated notes as described in this prospectus upon our receipt of old subordinated notes. We will cancel all of the old subordinated notes surrendered in exchange for the new subordinated notes.

     Our net proceeds from the sale of the old subordinated notes were approximately $496,715,000 million, after deduction of underwriting discounts and commissions and before other expenses. We used those net proceeds for general corporate purposes and to further strengthen our capital base.

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CAPITALIZATION

     The following table sets forth the consolidated capitalization of ABN AMRO Holding N.V. in accordance with Dutch GAAP at December 31, 2003. For an overview of how we present our financial information, including a description of our relationship with ABN AMRO Holding N.V., please see “Selected Historical Financial Data” below. You should read this table together with the consolidated financial statements and the related notes thereto included by reference in this prospectus. The exchange offer will not have any effect upon capitalization.

	At December 31, 2003 (in EUR millions)
	(unaudited)
Banks	110,887
Total client accounts	289,866
Debt securities	71,688
Other liabilities	33,207
Subordinated debt	13,900
Total debt(1)	519,548
Shareholders’ equity	13,047
Minority interests	3,713
Total capitalization	536,308

(1) For purposes of the capitalization table, we have not included accruals and deferred income of EUR 11,840 million, provisions of EUR 11,146 million and EUR 1,143 million in the fund for general banking risks.

     Except as disclosed herein, since December 31, 2003, there has not been a material adverse change in the capitalization of ABN AMRO Holding N.V.

RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges in accordance with U.S. GAAP for the periods presented are as follows. Amounts based on U.S. GAAP are not yet available as of and for the period ended December 31, 2003.

	For the Year Ended December 31,
	2003(1)	2002	2001	2000	1999	1998
Excluding interest on deposits(2)	2.65	1.89	1.45	1.85	1.91	2.04
Including interest on deposits(2)	1.36	1.21	1.08	1.15	1.17	1.17
(1) Based on Dutch GAAP. These figures are unaudited.
(2) Deposits include bank and total customer accounts. See the consolidated financial statements incorporated by reference in this prospectus.

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EXCHANGE RATES

     A significant portion of our assets and liabilities are denominated in currencies other than the euro. Accordingly, fluctuations in the value of the euro relative to other currencies, such as the U.S. dollar, can have an effect on our financial performance. For a discussion of the impact of exchange rate fluctuations on our financial condition and results of operations, see “Item 5. Operating and Financial Review and Prospects” in our 20-F for 2002.

     The following table shows, for the years and months indicated, certain information regarding the Noon Buying Rate in the City of New York for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York expressed in euros per U.S. dollar. For 1998, the USD/EUR rate was derived by dividing the USD/NLG rate in those years by the Dutch guilder to euro fixed conversion rate of NLG 2.20371 per euro.

Period	At Period End(1)	Average Rate(2)	High	Low
	(Value of 1 USD in euro)
1998	0.85	0.90	0.95	0.82
1999	0.99	0.93	0.99	0.86
2000	1.06	1.09	1.20	0.97
2001	1.12	1.12	1.19	1.05
2002	0.95	1.06	1.16	0.95
2003	0.79	0.89	0.97	0.79
August 2003	0.92	0.90	0.92	0.88
September 2003	0.86	0.89	0.92	0.86
October 2003	0.86	0.85	0.86	0.85
November 2003	0.83	0.85	0.88	0.83
December 2003	0.79	0.81	0.84	0.79
January 2004	0.80	0.79	0.81	0.78

(1)	The period-end rate is the Noon Buying Rate announced on the last day of the period.
(2)	The average rate for each yearly period is the average of the Noon Buying Rates on the last day of each month during the year. The average rate for each monthly period is the average of the Noon Buying Rates of each day of the month.

     These rates are provided solely for your convenience and are not necessarily the rates used by us in preparation of our consolidated financial statements or in financial data included elsewhere in this prospectus.

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SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected financial information has been derived from the consolidated financial statements of ABN AMRO Holding N.V. for the periods indicated. Holding was incorporated under Dutch law on May 30, 1990 and owns all of our shares. Holding itself has no material operations. Holding’s consolidated financial statements incorporated by reference herein include condensed financial information with respect to Bank.

     Holding’s consolidated financial statements for each of the five years ended December 31, 2002, 2001, 2000, 1999 and 1998 have been audited by Ernst & Young Accountants, independent auditors. The audited consolidated financial statements for the years ended December 31, 2002, 2001 and 2000 are incorporated by reference herein. See our Form 20-F for the year 2002, containing the audited consolidated financial statements for the years ended December 31, 2002, 2001 and 2000. For more information on how to obtain copies of these filings, see the section “Where You Can Find More Information- Incorporation by Reference”.

     On February 4th, 2004 ABN AMRO announced its results for the three months and the year ended December 31, 2003 on an unaudited basis and according to generally accepted accounting principles in the Netherlands (Dutch GAAP). The summary unaudited financial statements announcing these results and incorporated by reference into this prospectus and included in the following selected financial information, are preliminary and unaudited and are subject to change based on the auditors’ completion of their audit of such financial statements.

     The consolidated financial statements have been prepared in accordance with Dutch GAAP, which varies in certain respects from U.S. GAAP. For a description of the significant differences between Dutch GAAP and U.S. GAAP relevant to ABN AMRO, as well as a reconciliation of certain Dutch GAAP amounts to U.S. GAAP for the year ended December 31, 2002, see note 45 to the audited consolidated financial statements included in our 20-F for 2002. For selected financial data in accordance with U.S. GAAP, see “–Selected Financial Data in accordance with U.S. GAAP”. Amounts based on U.S. GAAP are not available as of and for the period ended December 31, 2003.

     The consolidated financial statements are published in euros. See “Exchange Rates” for information regarding the euro/dollar exchange rates from January 1, 1998 to the present. The financial information for periods prior to January 1, 1999 has been converted from Dutch guilders to euro using the Dutch guilder to euro fixed conversion rate determined as of December 31, 1998 by the participating countries of the European Monetary Union of 1 EUR = 2.20371 NLG.

     The following selected financial data is only a summary and should be read in conjunction with and is qualified by reference to the consolidated financial statements and notes thereto, as well as the information provided in “Item 5. Operating and Financial Review and Prospects” in our 20-F for 2002, and the 6-K filed with the SEC on February 4, 2004.

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Selected Consolidated Income Statement Data

	For the Year Ended December 31,
	2003		2002		2001		2000			1999			1998(1)
	(unaudited)
	(in millions of EUR, except per  share data)
Net interest revenue		9,723		9,845		10,090		9,404			8,687		7,198
Net commissions		4,464		4,639		5,214		5,880			4,455		3,388
Results from financial transactions		1,993		1,477		1,552		1,569			1,374		1,153
Other revenue		2,613		2,319		1,978		1,616			1,011		799
Total revenue		18,793		18,280		18,834		18,469			15,527		12,538
Operating expenses		12,585		12,823		13,771		13,202			10,609		8,704
Provision for loan losses		1,274		1,695		1,426		617			653		941
(Release from)/Addition to fund for general banking risks		-		-		-		(32	)		(20	)	(101	)
Operating profit before taxes		4,918		3,713		3,613		4,725			4,250		2,897
Net profit		3,161		2,207		3,230		2,498			2,570		1,828
Net profit attributable to Ordinary Shares		3,116		2,161		3,184		2,419			2,490		1,747
Dividends on Ordinary Shares		1,544		1,416		1,374		1,345			1,170		825
Average number of Ordinary Shares outstanding (in millions)		1,610.2		1,559.3		1,515.2		1,482.6			1,451.6		1,422.1
Net profit per Ordinary Share (in EUR)		1.94		1.39		2.10		1.63			1.72		1.23
(1)  We have restated in euro the amounts we originally reported in Dutch guilders (NLG), using the fixed conversion rate of NLG 2.20371 per euro.

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Selected Consolidated Balance Sheet Data

	At December 31,
	2003	2002	2001	2000	1999	1998(1)
	(unaudited)
	(in millions of EUR, except per share data)
Assets
Banks	58,800	41,924	49,619	48,581	47,201	60,894
Loans	296,843	310,903	345,330	319,266	259,723	220,512
Interest-bearing securities	132,041	141,494	123,365	108,053	92,583	106,067
Total assets	560,437	556,018	597,363	543,169	457,884	432,083
Liabilities
Banks	110,887	95,884	107,843	101,510	80,990	104,898
Total customer accounts	289,866	289,461	312,364	279,549	229,992	205,554
Debt securities	71,688	71,209	72,495	60,283	54,228	37,947
Capitalization
Fund for general banking risks	1,143	1,255	1,381	1,319	1,232	1,140
Shareholders’ equity(2)	13,047	10,781	11,787	12,523	11,987	10,723
Minority interests	3,713	3,810	4,556	5,287	4,945	3,530
Subordinated debt	13,900	14,278	16,283	13,405	10,717	8,980
Group capital(2)	31,803	30,124	34,007	32,534	28,881	24,373
Ordinary Shares outstanding (in millions)	1,637.9	1,585.6	1,535.5	1,500.4	1,465.5	1,438.1
Shareholder’s equity per Ordinary Share (in
EUR)(2)	7.47	6.28	7.13	7.78	7.59	6.85

(1)

We have restated in euro the amounts we originally reported in Dutch guilders (NLG), using the fixed conversion rate of NLG 2.20371 per euro.

(2)

Pursuant to a new directive of the Dutch “Raad voor de Jaarverslaggeving” (Council for Annual Reporting), we calculated shareholders’ equity at December 31, 2003 before profit appropriation instead of after profit appropriation, which is how we present our financials in this table at December 31, 2002, 2001, 2000, 1999 and 1998. The consequence of this new directive is that the profit during the year will be added to shareholders’ equity for the full amount until shareholders have approved the proposed profit appropriation. Calculated before profit appropriation, shareholder’s equity and group capital at December 31, 2002 would be EUR 11,081 million and EUR 30,424 million, respectively, and at December 31, 2001 would be EUR 12,098 million and EUR 34,318 million, respectively. In addition, shareholder’s equity per Ordinary Share would be EUR 6.47 and EUR 7.34 at December 31, 2002, and December 31, 2001, respectively.

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Selected Ratios

	At or For the Year Ended December 31,
	2003		2002	2001	2000	1999	1998(1)
	(unaudited)	(14)
Profitability Ratios
Net interest margin(2)	—		1.8	1.8	1.7	2.1	1.7
Non-interest revenue to total revenue	48.3		46.1	46.4	49.1	44.1	42.6
Efficiency ratio(3)	67.0		70.1	73.1	71.5	68.3	69.4
Return on average total assets(4)	0.53		0.39	0.36	0.51	0.56	0.41
Return on average Ordinary
Shareholders’ equity(5)	28.5		22.6	20.5	26.5	23.7	16.9
Capital Ratios
Average Ordinary Shareholders’ equity
on average total assets	1.81		1.69	1.75	2.08	2.43	2.71
Dividend payout ratio(6)	49.0		64.7	42.9	55.2	46.5	46.9
Tier 1 capital ratio(7)	8.15		7.48	7.03	7.20	7.20	6.94
Total capital ratio(7)	11.73		11.54	10.91	10.39	10.86	10.48
Credit Quality Ratios
Specific provision for loan losses (net)
to private sector loans
(gross)(8)(9)(10)	—		0.67	0.51	0.33	0.32	0.35
Non-performing loans to private sector
loans (gross)(9)(11)	—		2.44	2.21	2.05	2.26	2.39
Specific allowance for loan losses to
private sector loans (gross)(9)(12)	—		1.64	1.70	1.68	2.11	2.25
Specific allowance for loan losses to
non-performing loans (gross)(12)	—		67.3	76.8	81.9	93.0	93.9
Write offs to private sector loans
(gross)(9)	—		0.68	0.44	0.63	0.36	0.29
Consolidated Ratios of Earnings to
Fixed Charges
Excluding interest on deposits(13)	2.65		1.82	1.95	1.76	2.09	1.96
Including interest on deposits(13)	1.36		1.19	1.18	1.14	1.21	1.16

(1)	We have restated in euro the amounts we originally reported in Dutch guilders (NLG), using the fixed conversion rate of NLG 2.20371 per euro.
(2)	Net interest revenue as a percentage of average interest earning assets.
(3)	Operating expenses as a percentage of net interest revenue and total non-interest revenue.
(4)	Net profit as a percentage of average total assets. Excludes extraordinary items in 2002, 2001 and 2000. Including such extraordinary items, the return on average total assets was 0.36 in 2002, 0.50 in 2001 and 0.42 in 2000.
(5)	Net profit attributable to Ordinary Shares as a percentage of average ordinary shareholders’ equity. Excludes extraordinary items in 2002, 2001 and 2000. Including such extraordinary items, the return on average Ordinary Shares was 20.7 in 2002, 28.1 in 2001 and 21.2 in 2000.
(6)	Dividend per Ordinary Share as a percentage of net profit per Ordinary Share. Includes extraordinary items in 2002, 2001 and 2000. Excluding such extraordinary items, the dividend payout ratio was 59.2 in 2002, 58.8 in 2001 and 44.1 in 2000.
(7)	Tier 1 capital and total capital as a percentage of risk-weighted assets under BIS guidelines. For more information on our capital ratios, see “Item 5. Operating and Financial Review and Prospects- Liquidity and Capital Resources” in our Form 20-F for 2002.
(8)	Excludes specific provision for sovereign risk (2002: EUR 14 million; 2001: EUR 84 million; 2000: EUR (197) million; 1999: EUR (25) million; 1998: EUR 303 million) as the exposure for this risk is primarily classified under securities and not under either private or public sector loans. See further explanation of the sovereign exposure in “Item 5 . Operating and Financial Review and Prospects – Selected Statistical Information – Analysis of Loan Loss Experience: Provisions and Allowances for Loan Losses” in our Form 20-F for 2002.
(9)	Excludes professional securities transactions (2002: EUR 56 billion; 2001: EUR 71 billion; 2000: EUR 59 billion; 1999: EUR 41 billion; 1998: EUR 34 billion) because these primarily consist of reverse repurchase agreements with no credit risk.
(10)	Excludes additions to and releases from the fund for general banking risks (2002: EUR 0 million; 2001: EUR 0 million; 2000: EUR (32) million; 1999: EUR (20) million; 1998: EUR (101) million).
(11)	Non-performing loans are non-accrual loans and non-performing loans for which interest has been suspended. For more information on non-performing loans see “Item 5. Operating and Financial Review and Prospects- Selected Statistical Information- Analysis of Loan Loss Experience: Provisions and Allowances for Loan Losses- Non-performing Loans” of our Form 20-F for 2002.
(12)	Excludes the amount of the fund for general banking risks, gross of tax (2002: EUR 1,931 million; 2001: EUR 2,125 million; 2000: EUR 2,029 million; 1999: EUR 1,895 million; 1998: EUR 1,754 million).
(13)	Deposits include banks and total customer accounts.
(14)	Net interest margin and credit quality ratios for 2003 are not yet available.

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Selected Financial Data in Accordance with U.S. GAAP

	At or For the Year Ended December 31,
	2002	2001	2000
	(In Millions of EUR Except Per Share Data)
Income Statement Data
Net interest revenue	7,879	8,488	8,568
Non-interest revenue	10,057	9,782	9,460
Total revenue	17,936	18,270	18,028
Pre tax profit	3,711	2,077	4,245
Net profit	2,110	1,346	2,570
Balance Sheet Data
Shareholders’ equity	19,013	20,856	20,222
Minority interests	3,810	4,556	5,287
Total assets	562,478	614,856	556,135
Share Information
Basic earnings per Ordinary Share (in EUR)	1.32	0.86	1.68
Diluted earnings per Ordinary Share (in EUR)	1.32	0.85	1.67
Basic earnings per ADS (in USD)(1)	1.25	0.77	1.55
Shareholders’ equity per Ordinary Share (in EUR)	11.47	13.04	12.92
Shareholders’ equity per ADS (in USD)(2)	12.03	11.50	12.01

(1)	This item has been translated into U.S. dollars at the rate equal to the average of the month-end rates for the applicable year.
(2)	This item has been translated into U.S. dollars at the applicable year-end rate.

Selected Ratios in Accordance with U.S. GAAP

	At or For the Year Ended December 31,
	2002	2001	2000
	(In Percentages)
Profitability Ratios
Net interest margin	1.5	1.7	1.7
Non-interest revenue to total revenue	56.1	53.5	52.5
Efficiency ratio (excluding goodwill amortization)	67.4	76.6	71.8
Return on average total assets	0.34	0.20	0.42
Return on average ordinary shareholders’ equity	10.8	6.6	13.6
Credit Quality Ratios(1)
Provision for loan losses (net) to private sector loans (gross)(2)(4)	0.67	0.51	0.31
Non-performing loans to private sector loans (gross)(4)(5)	2.44	2.21	2.05
Allowances for loan losses to private sector loans (gross)(3)(4)	2.41	2.50	2.54
Allowances for loan losses to non-performing loans(3)(4)	98.8	113.1	121.5
Write-offs to private sector loans (gross)(4)	0.68	0.44	0.63

(1)	Excludes specific provision for sovereign risk (2002: EUR 14 million; 2001: EUR 84 million; 2000: EUR (197) million; 1999: EUR (25) million; 1998: EUR 303 million) as the exposure for this risk is primarily classified under securities. See further explanation of the sovereign exposure in “Item 5 . Operating and Financial Review and Prospects – Selected Statistical Information – Analysis of Loan Loss Experience: Provisions and Allowances for Loan Losses” in our Form 20-F for 2002.
(2)	Includes additions to/releases from the fund for general banking risks (2002: EUR 0 million; 2001: EUR 0 million; 2000: EUR (32) million; 1999: EUR (20) million; 1998: (101) million). See note 45 to the audited consolidated financial statements included in our Form 20-F for 2002.
(3)	Includes the amount of the fund for general banking risks gross of tax (2002: EUR 1,931 million; 2001: EUR 2,125 million; 2000: EUR 2,029 million; 1999: EUR 1,895 million; 1998: EUR 1,754 million). See note 45 to the audited consolidated financial statements included in our Form 20-F for 2002.
(4)	Excludes professional securities transactions (2002: EUR 56 billion; 2001: EUR 71 billion; 2000: EUR 59 billion; 1999: EUR 41 billion; 1998: EUR 34 billion) because these primarily consist of reverse repurchase agreements with no credit risk.
(5)	Non-performing loans are non-accrual loans and non-performing loans for which interest has been suspended. For more information on non-performing loans see “Item 5. Operating and Financial Review and Prospects – Selected Statistical Information – analysis of Loan Loss Experience: Provisions and Allowances for Loan Losses – Non-performing loans”.

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DESCRIPTION OF THE SUBORDINATED NOTES

     On June 2, 2003, ABN AMRO Bank N.V. issued U.S.$ 500,000,000 aggregate principal amount at maturity of its 4.65% Subordinated Notes Due 2018. The old subordinated notes were issued pursuant to an indenture dated as of June 2, 2003 made between us and The Bank of New York, as trustee, paying agent, registrar, and transfer agent (referred to as the “trustee”, the “paying agent”, “registrar”, or the “transfer agent”, as the context may require, which expression includes any successor trustee and any successor or additional paying agents, registrars, or transfer agents appointed from time to time in connection with the subordinated notes), as supplemented by a first supplemental indenture dated as of February 3, 2004. References herein to the indenture refer to the indenture as amended or supplemented from time to time.

     Pursuant to a registration rights agreement between us and the initial purchases in the initial offering of the old subordinated notes, we agreed to register an aggregate principal amount at maturity of U.S.$ 500,000,000 of our new 4.65% Subordinated Notes due 2018 that may be exchanged for equal principal amounts at maturity of our outstanding old subordinated notes.

     The principal terms of the old subordinated notes are the same as the new subordinated notes, including the interest rate, the interest payment dates and the maturity date, except that the new subordinated notes are registered under the Securities Act of 1933 and do not contain U.S. transfer restrictions or registration rights. The same indenture will govern both the old subordinated notes and the new subordinated notes. The new subordinated notes and the old subordinated notes are part of a single class under the indenture, and if the exchange offer is consummated, holders of the old subordinated notes who do not exchange their notes will vote together with the holders of the new subordinated notes for all relevant purposes of the indenture.

     The old subordinated notes and the new subordinated notes are jointly referred to as the “subordinated notes”.

     The exchange offer is being extended to the holders of the old subordinated notes because it is expected to provide increased liquidity. If all of the old subordinated notes are exchanged for new subordinated notes, U.S.$ 500,000,000 aggregate principal amount of the new subordinated notes will be outstanding following consummation of the exchange offer. However, we cannot assure you that all of the old subordinated noteholders will participate in the exchange.

     The following is a summary of the terms of the subordinated notes. So long as any subordinated notes are listed on Euronext Amsterdam, we shall maintain a Euronext listing agent and a paying agent in the Netherlands. ABN AMRO Bank N.V. will initially act as the Euronext listing agent and as paying agent in the Netherlands. Certain provisions of this section are summaries of the indenture and subject to its detailed provisions. Noteholders are bound by, and are deemed to have notice of, all the provisions of the indenture applicable to them. Copies of the indenture are available for inspection by noteholders during normal business hours at the corporate trust office of the trustee in New York and at the specified offices of each of the paying agents, and is also an exhibit to the registration statement.

     For purposes of this summary, the terms “we” and “us” refer only to ABN AMRO Bank N.V., and not to any of its subsidiaries.

     References to “noteholders” or “holders” means direct holders and not street name holders or other indirect holders or beneficial holders of subordinated notes. Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, under the subordinated notes run only to persons who are registered as holders of the subordinated notes. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass along to you as a street name holder but does not do so.

General

     The old subordinated notes were limited in aggregate principal amount at maturity to U.S.$ 500,000,000. The new subordinated notes will be limited in aggregate principal amount at maturity to U.S.$ 500,000,000.

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     The subordinated notes will bear interest at 4.65% per annum from June 2, 2003 (the “interest commencement date”), payable semi-annually in arrears on June 4 and December 4 of each year, commencing December 4, 2003. Interest on each new subordinated note will accrue from the last interest payment date on which interest was paid on the old subordinated notes surrendered in the exchange offer, or, if no interest has been paid on such old subordinated notes, from the interest commencement date.

     The subordinated notes will mature on June 4, 2018 (the “maturity date”) and are subject to redemption upon the occurrence of certain tax events (as described herein). Payments of principal and interest on the global notes (as defined herein) will be made by wire transfer in immediately available funds. Any payments of principal and interest on the subordinated notes to be made on a date that is not a business day may be made on the next succeeding business day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment.

     “Business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or executive order to be closed in New York City, the Netherlands or London.

Guarantee

     ABN AMRO Holding N.V. fully and unconditionally guarantees the subordinated notes as to payment of principal and interest, when such amounts become due and payable. The old subordinated notes are guaranteed pursuant to the standing guarantee by Holding of all Bank’s liabilities pursuant to the 403-declaration deposited by Holding with the Chamber of Commerce in Amsterdam. The new subordinated notes are fully and unconditionally guaranteed by Holding pursuant to the guarantees registered under this registration statement.

Form and Denomination

     The old subordinated notes have been, and the new subordinated notes will be, issued in fully registered form, without interest coupons attached, in the form of one or more global notes (collectively, the “global notes”). New subordinated notes represented by one or more global notes will be offered and sold in minimum denominations of U.S.$1,000 or any amount in excess thereof which is a multiple of U.S.$1,000. Definitive notes (as defined below) may, in the limited circumstances specified by the terms of the global notes, be issued to each noteholder in respect of its registered holding or holdings of subordinated notes. See “- Book-entry System; Delivery and Form” for more information about the form of the new subordinated notes and their clearance and settlement.

Interest

    Rate of Interest

     Each subordinated note will bear interest on its nominal amount from (and including) the interest commencement date (or, with respect to the new subordinated notes from the last interest payment date on which interest was paid on the old subordinated notes surrendered in the exchange offer, or, if no interest has been paid on such old subordinated notes, from the interest commencement date) at the fixed rate of 4.65% per annum (the “rate of interest”) payable in arrears on June 4 and December 4 in each year (each an “interest payment date”) up to and including the maturity date. The regular record dates for each interest payment date will be May 15 and November 15 of each year (each a “record date”).

     “Interest period” means the period from (and including) an interest payment date (or the interest commencement date) to (but excluding) the next (or first) interest payment date.

     If interest in respect of a subordinated note is required to be calculated for a period other than an interest period, such interest shall be calculated by applying the rate of interest to the principal amount of such subordinated note, multiplying such sum by the day count fraction, and rounding the resultant figure to the nearest cent, half a cent being rounded upwards or otherwise in accordance with applicable market convention.

     “Day count fraction” means the number of days in the period from and including the most recent interest payment date (or, if none, the interest commencement date) to but excluding the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

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    Accrual of Interest

     Each subordinated note will cease to bear interest from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until the earlier of:

(i)	the date on which all amounts due in respect of such subordinated note have been paid; and
(ii)	five days after the date on which the full amount of the moneys payable has been received by the paying agent and notice to that effect has been given in accordance with the provisions included in “Notices” below or individually.

     Holders of old subordinated notes whose notes are accepted for exchange will be deemed to have waived their right to receive any payment in respect of interest on such outstanding old subordinated notes accrued from the last interest payment date for such old subordinated notes or, if no interest has been paid on such old subordinated notes, from the interest commencement date, to the date of the issuance of the new subordinated notes.

Payments

    Method of Payment

     Payments in respect of the global notes shall be made to the holders thereof on the relevant interest payment date as they appear in the register maintained by the registrar on the relevant record date. Payments shall be made in U.S. dollars by wire transfer.

     While in global form, payments in respect of the subordinated notes shall be made in accordance with the procedures of DTC as described under “- Book-entry System; Delivery and Form- Clearing and Settlement”. Payments in respect of any definitive notes shall be made by wire transfer, direct deposit or check mailed to the address of the noteholder entitled thereto as such address shall appear on the register. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment but without prejudice to the provisions included in “Additional Amounts” below.

     Payments of principal in respect of the subordinated notes, whether in definitive or global form, will be made against presentation and surrender of the subordinated notes at the specified office of the paying agent. In the case of payments by check, checks will be mailed to noteholders at each such noteholder’s registered address on the due date.

    Presentation of Subordinated Notes

     The holder of a global note shall be the only person entitled to receive payments in respect of subordinated notes represented by such global note, and we will be discharged by payment to, or to the order of, the holder of such a global note in respect of each amount so paid. Each person shown in the records of DTC as the beneficial holder of a particular nominal amount of subordinated notes represented by such a global note must look solely to DTC for its share of each payment made by us to the holder of the global note. No person other than the holder of such global note shall have any claim against us in respect of any payments due on that global note.

     Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Status and Subordination

     The subordinated notes constitute the direct, unsecured and subordinated debt obligations of ABN AMRO Bank N.V. and rank pari passu among themselves and with all of our other present and future unsecured and subordinated obligations, save for those preferred by mandatory provisions of law.

      The claims of the holders of the subordinated notes against us are:

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·	in the event of our liquidation or bankruptcy, or
·	in the event that a competent court has declared that we are in a situation which requires special measures “bijzondere voorziening”) in the interests of all creditors, as referred to in Chapter X of the Dutch 1992 Act on the Supervision of the Credit System (Wet toezicht kredietwezen 1992), and for so long as such situation is in force (such situation being hereinafter referred to as a “moratorium”),
subordinated to, among other things, (a) the claims of depositors, (b) unsubordinated claims with respect to the repayment of borrowed money and (c) other unsubordinated claims, as further specified in the indenture.

     By virtue of such subordination, payments in respect of the new subordinated notes will, in the event of our liquidation or bankruptcy or in the event of a moratorium with respect to us, only be made after, and any set-off by a noteholder with respect to the new subordinated notes shall be excluded until, all our obligations resulting from deposits, unsubordinated claims with respect to the repayment of borrowed money and other unsubordinated claims have been satisfied.

    Status of the Subordinated Notes

     For the purposes of the solvency guidelines of the Dutch Central Bank (De Nederlandsche Bank N.V.) to which we are subject, the subordinated notes will qualify as tier 2 capital, as referred to in such solvency guidelines.

Issuance of Further Subordinated Notes

     We may from time to time, without the consent of the noteholders, create and issue further subordinated notes having terms and conditions the same as the subordinated notes or the same in all respects save for the amount and date of the first payment of interest on, such further subordinated notes and so that the same shall be consolidated and form a single class with the outstanding subordinated notes.

     We may offer additional subordinated notes with original issue discount (“OID”) for U.S. federal income tax purposes as part of a further issue. Purchasers of subordinated notes after the date of any further issue will not be able to differentiate between subordinated notes sold as part of such further issue and previously issued subordinated notes. If we were to issue further subordinated notes with OID, purchasers of subordinated notes after such further issue may be required to accrue OID (or greater amounts of OID than they would otherwise have accrued) with respect to their subordinated notes. This may affect the price of outstanding subordinated notes following a further issue. Purchasers are advised to consult legal counsel with respect to the implications of any future decision by us to undertake a further issue of subordinated notes with OID.

Events of Default

    Bankruptcy and Payment Defaults

     It is an event of default with respect to the new subordinated notes if any one or more of the following events (each an “event of default”) shall have occurred and be continuing:

· default is made in the payment of interest or principal in respect of the subordinated notes and such default continues for more than 30 days (a “payment default”), or

· (x) we are declared bankrupt, or a competent court has declared that we are in a situation which requires special measures (“bijzondere voorzieningen”) in the interests of all creditors, as referred to in Chapter X of the Dutch 1992 Act on the Supervision of the Credit System (Wet toezicht kredietwezen 1992), and for so long as such situation is in force (such situation being hereinafter referred to as a “moratorium”); or (y) an order is made or an effective resolution is passed for our winding up or liquidation (unless this is done in connection with a merger, consolidation or other form of combination with another company and such company assumes all obligations contracted by us in connection with the subordinated notes) (each, a “bankruptcy default”).

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    Limitation on Remedies

     In the case of a bankruptcy default, the subordinated notes shall become forthwith due and payable at the redemption amount, together with any accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind.

     In the case of a payment default, the sole remedy available to any noteholders for recovery of amounts owing in respect of any payment of principal or interest on, the subordinated notes will be the institution of such proceedings against us as such noteholder may think fit to enforce such payment; provided that we shall not by virtue of the institution of any such proceedings be obliged to pay any sum or sums sooner than we would otherwise have been obliged to pay such sum or sums.

     In any such event of default, repayment of the subordinated notes prior to maturity is subject to receipt by us of the written approval of the Dutch Central Bank.

     Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction or make a request of the trustee and to make or cancel a declaration of acceleration.

Additional Amounts

     All payments of principal and interest in respect of the subordinated notes by us will be made without withholding or deduction for or on account of any present or future taxes or duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Netherlands or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event (which we refer to as a “tax event”), we will pay such additional amounts as may be necessary in order that the net amounts received by the noteholders after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the subordinated notes in the absence of such withholding or deduction, except that no such additional amounts shall be payable with respect to any subordinated note:

· where the noteholder is liable for such taxes or duties in respect of such subordinated note by reason of his having some connection with the Netherlands other than the mere holding of such subordinated note or the receipt of principal or interest in respect thereof, or

· presented for payment (if presentation is required) more than 30 days after the relevant date (as defined below) except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on such 30th day, or

· presented for payment (if presentation is required) by or on behalf of a noteholder who would have been able to avoid such withholding or deduction by presenting the relevant subordinated note to another paying agent in a Member State of the European Union, or

· in respect of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty, assessment or governmental charge, or

· in respect of any tax, assessment or other governmental charge payable other than by deduction or withholding from payment on the subordinated notes, or

· where such withholding or deduction is required to be made pursuant to any European Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of March 19, 2003, as such conclusions may from time to time be amended, or any law implementing or complying with, or introduced in order to conform to, such Directive, or

· where such withholding or deduction is required by reason of the failure by the noteholder (or the beneficial owner of the subordinated note) to provide certification, information, documents or other evidence concerning the nationality, residence, identity or connection with the Netherlands, or any political subdivision of the Netherlands, of the noteholder (or such beneficial owner), or to make any declaration or similar claim relating to such matters which is required by a statute, regulation or administrative practice of the Netherlands, or any political subdivision of the Netherlands, as a precondition to exemption from such withholding or deduction, or

· any combination of the taxes, assessments or other governmental charges described above.

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     As used above, the “relevant date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the paying agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the noteholders in accordance with the provisions contained in “Notices” below.

     We will not pay additional amounts if the registered noteholder is a fiduciary, partnership or other than the sole beneficial owner of any payment to the extent that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of that payment would not have been entitled to the additional amounts if it had been the registered noteholder.

     Any reference to principal or interest with respect to the subordinated notes shall be deemed to include any additional amounts which may be payable as described above.

Redemption and Purchase

    At Maturity

     Unless previously redeemed or purchased and cancelled as specified below, the subordinated notes will be redeemed by us on the maturity date at their aggregate principal amount (the “redemption amount”), together with any interest accrued to the maturity date.

    Redemption for Tax Reasons

     Subordinated notes may be redeemed at our option in whole, but not in part, at any time or on any interest payment date, on giving not less than 30 nor more than 60 days’ notice to the noteholders in accordance with the provisions included in “Notices” below (which notice shall be irrevocable), if:

· on the occasion of the next payment due under the subordinated notes, we have or will become obliged to pay additional amounts as provided under “Additional Amounts” above as a result of any change in, or amendment to, the laws or regulations of the Netherlands or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the issue date of the subordinated notes, and

· we cannot avoid such obligation by taking reasonable measures available to us,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which we would be obliged to pay such additional amounts were a payment in respect of the subordinated notes then due. Prior to the publication of any notice of such redemption, we shall deliver to the trustee a certificate signed by two of our directors stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to our right so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that we have or will become obliged to pay such additional amounts as a result of such change or amendment.

     Redemption of the subordinated notes prior to the maturity date is subject to receipt by us of the written approval of the Dutch Central Bank. Subordinated notes so redeemed will be redeemed at the redemption amount with interest accrued to (but excluding) the date of redemption.

     The subordinated notes are not redeemable at the option of holders of subordinated notes at any time.

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    Purchases

     We or any of our subsidiaries may at any time purchase subordinated notes at any price in the open market or otherwise. Such subordinated notes may be held, re-issued, resold or, at our option, surrendered to the trustee for cancellation.

    Cancellation

     All subordinated notes which are redeemed will forthwith be cancelled. All subordinated notes so cancelled and the subordinated notes purchased and cancelled pursuant to “Purchases” above shall be forwarded to the trustee and cannot be re-issued or resold.

Voting Rights

     Holders of old subordinated notes who do not exchange their subordinated notes will vote together with the holders of the registered new subordinated notes for all relevant purposes under the indenture.

Amendments

     The indenture contains provisions for convening meetings of noteholders to consider any matters affecting their interest including the sanctioning by extraordinary resolution (as defined in the indenture) of a modification of the subordinated notes or certain provisions of the indenture. Such a meeting may only be convened by us. The quorum at any such meeting for passing an extraordinary resolution is one or more persons holding or representing not less than 50% in nominal amount of the subordinated notes for the time being outstanding, or at any adjourned meeting, one or more persons being or representing noteholders whatever the nominal amount of the subordinated notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the subordinated notes (including modifying the maturity date of the interest payment date, reducing or canceling the amount of principal or the rate of interest payable in respect of the subordinated notes or altering the currency of payment of the subordinated notes), the necessary quorum for passing an extraordinary resolution will be one or more persons holding or representing not less than 100% in nominal amount of the subordinated notes for the time being outstanding. An extraordinary resolution passed at any meeting of the noteholders shall be binding on all the noteholders, whether or not they are present at the meeting.

      We and the trustee may agree, without the consent of the noteholders to:

· any modification (except as mentioned above) of the indenture which is not materially prejudicial to the interest of the noteholders, or

· any modification of the notes or the indenture which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law.

     Any such modification shall be binding on the noteholders and any such modification shall be notified to the noteholders in accordance with the provisions described in “Notices” below as soon as practicable thereafter.

     Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the subordinated notes or request a waiver.

Book-entry System; Delivery and Form

    General

     The new subordinated notes will be represented by beneficial interests in one or more global notes in registered form, which will be deposited on or about __________, 2004 (the “closing date”) with The Bank of New York, as custodian (the “custodian”) for, and registered in the name of Cede & Co., as nominee of, The Depositary Trust Company (“DTC”) or its nominee.

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     The new subordinated notes are expected to be accepted for clearance through DTC. Their CUSIP number, International Securities Identification Number (ISIN) and Dutch Securities Code (Fondscode) are set forth in the table below.

	CUSIP	ISIN	Fondscode
New global note	00080QAB1	US00080QAB14	14516

     Investors may hold their interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

     So long as DTC or its nominee is the registered holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the subordinated notes represented by such global note for all purposes under the indenture and the subordinated notes.

    Transfers within Global Notes

     Subject to the procedures and limitations described herein, transfers of beneficial interests within a global note may be made without delivery to us or the trustee of any written certifications or other documentation by the transferor or transferee.

    Transfers or Exchanges from the Global Notes to Definitive Notes

     No global note may be exchanged in whole or in part for subordinated notes in definitive form (“definitive notes”) unless:

· DTC notifies us that it is unwilling or unable to hold the global notes or DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor to DTC which is registered under the Exchange Act within 120 days;

· a payment default has occurred and is continuing;

· in the event of a bankruptcy default, we fail to make payment on the subordinated notes when due; or

· we, at any time, determine in our sole discretion that the global notes should be exchanged for definitive notes in registered form.

     In all cases, definitive notes delivered in exchange for any global note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the applicable clearing system.

    Transfers from Definitive Notes to the Global Notes

     Definitive notes may be transferred or exchanged for a beneficial interest in the relevant global note in accordance with the procedures described in the indenture.

     If any subordinated note, including a global note, is mutilated, defaced, stolen, destroyed or lost, such subordinated note may be replaced with a replacement note at the office of the trustee, or any successor registrar or transfer agent, on payment by the noteholder of such costs and expenses as may be incurred in connection with the replacement, and on such terms as to evidence and indemnity as we may reasonably require. Mutilated or defaced subordinated notes must be surrendered before replacement notes will be issued.

Clearing Systems and Settlement

     The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject from time to time to changes or re-interpretation of the rules, regulations and procedures currently in effect. The information set forth below has been obtained from sources that we believe to be reliable, but neither we nor any of the initial purchasers takes any responsibility for the accuracy of the information. Neither we nor any of the initial purchasers

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will have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial interests in subordinated notes held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of transactions between DTC participants through electronic book entry changes in accounts of DTC participants, thereby eliminating the need for physical movement of certificates. DTC participants include certain of the initial purchasers, securities brokers and dealers, banks, trust companies, clearing corporations and may in the future include certain other organizations (“DTC participants”). Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly (“indirect DTC participants”).

     Transfers of ownership or other interests in subordinated notes held through DTC may be made only through DTC participants. Indirect DTC participants are required to effect transfers through a DTC participant. DTC has no knowledge of the actual beneficial owners of the subordinated notes. DTC’s records reflect only the identity of the DTC participants to whose accounts the subordinated notes are credited, which participants may not be the beneficial owners. DTC participants will remain responsible for keeping account of their holdings on behalf of their customers and for forwarding all notices concerning the subordinated notes to their customers.

     So long as DTC, or its nominee, is a registered owner of the global notes, payments on the subordinated notes will be made in immediately available funds to DTC. DTC’s practice is to credit DTC participants’ accounts on the applicable payment date in accordance with their respective holdings shown on its records, unless DTC has reason to believe that it will not receive payment on that date. Payments by DTC participants to beneficial owners will be governed by standing instructions and customary practices, and will be the responsibility of the DTC participants, and not of DTC nor any other party, subject to such statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the trustee. Disbursement of payments for DTC participants will be DTC’s responsibility, and disbursement of payments to the beneficial owners will be the responsibility of DTC participants and indirect DTC participants.

     Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants, and because owners of beneficial interests in the subordinated notes holding through DTC will hold interests in the subordinated notes through DTC participants or indirect DTC participants, the ability of the owners of the beneficial interests to pledge subordinated notes to persons or entities that do not participate in DTC, or otherwise take actions with respect to the subordinated notes, may be limited.

     Ownership of interests in the global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC, DTC participants and indirect DTC participants, including Euroclear and Clearstream, Luxembourg. Transfers between DTC participants will be effected in the ordinary way in accordance with DTC rules. Transfers between participants in Euroclear and Clearstream, Luxembourg will be effected in the ordinary way in accordance with DTC rules.

     Subject to compliance with the transfer restrictions applicable to the subordinated notes, cross-market transfers between DTC, on the one hand, and participants in Euroclear or Clearstream, Luxembourg, on the other hand, will be effected in DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be. Such cross-market transactions, however, will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to DTC to take action to effect final settlement on its behalf by delivering or receiving payment in accordance with DTC’s Same-Day Funds Settlement System.

     According to DTC, the foregoing information with respect to DTC has been provided to the industry for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order

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to facilitate transfers of interests in the global notes among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Clearstream, Luxembourg and Euroclear, or their respective participants or indirect participants, of their respective obligations under the rules and procedures governing their operations.

     The laws of some jurisdictions require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to transfer beneficial interests in the global note is limited to such extent.

Notices

     All notices to a holder shall be deemed to have been given if mailed to such holder’s registered address appearing on the register and published in a leading English language daily newspaper of general circulation in New York City (expected to be The Wall Street Journal), and, if and for so long as the subordinated rates are listed on Euronext Amsterdam, in the official journal of Euronext Amsterdam (Officiële Prijscourant) and in a daily newspaper of general circulation in the Netherlands (expected to be Het Financieele Dagblad). Any such notice shall be deemed to have been given on the fourth day after the day on which it is mailed. Any such notice will be deemed to have been given on the date of the first publication in all the newspapers in which such publication is required to be made.

     Until such time as any definitive notes are issued, there may, so long as the global note is held in its entirety on behalf of DTC, be substituted for publication in The Wall Street Journal the delivery of the relevant notice to DTC for communication by it to the holders of the subordinated notes. Notice shall be deemed to have been given to such holders on the first day after the day on which the said notice was given to DTC.

     Notices to be given by any holder of the subordinated notes shall be in writing and given by lodging the same, together with the relevant subordinated note or notes, with the trustee. Whilst any of the subordinated notes are represented by a global note, such notice may be given by any holder of a subordinated note to the trustee via DTC in such manner as the trustee and DTC may approve for this purpose.

Regarding the Trustee

     The indenture contains certain limitations on the rights of the trustee, should it become a creditor of ours, to obtain payment of claims in certain cases, or to realize certain property received in respect of any such claim as security or otherwise as specified in Section 311 of the Trust Indenture Act. If an event of default occurs and is continuing, the trustee is required to exercise the rights and powers vested in it by the indenture, and to use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

     The trustee is under no obligation to exercise any of the rights or powers the indenture vests in it at the request or direction of a holder unless such holder has offered to the trustee security and indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it as a result.

     The trustee in its individual or any other capacity may become the owner or pledgee of subordinated notes and otherwise deal with us or any of our affiliates in such capacity. However, if the trustee has or acquires a conflicting interest as determined in Section 310(b) of the Trust Indenture Act, following an event of default, it must either:

· eliminate such conflict within 90 days,

· apply to the SEC for permission to continue as trustee, or

· resign.

     If an event of default occurs and is continuing, and a responsible officer of the trustee has actual knowledge of this default, the trustee is required to mail to holders a notice of the event of default within 90 days after it has occurred. In certain circumstances the trustee is entitled to withhold this notice.

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     The trustee is required to provide to the holders certain reports under Section 313 of the Trust Indenture Act. For so long as bonds remain outstanding, the trustee is required to mail to the holders a brief report complying with Section 313(a) of the Trust Indenture Act if an event described in that subsection occurred in the preceding 12 months.

Replacement of Paying Agent

     We are entitled to vary or terminate the appointment of the paying agents, registrar or transfer agent and/or approve any change in the specified office through which the paying agent acts, provided that:

· there will at all times be a paying agent with a specified office in New York City or another major city in the United States,

· if and for so long as any subordinated notes are listed on Euronext Amsterdam, there will be a paying agent with a specified office in the Netherlands,

· if any European Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of March 19, 2003 as such conclusions may from time to time be amended or any law implementing or complying with, or introduced in order to conform to, is introduced, we will ensure that it maintains a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to any such Directive or law, and

· there will at all times be a registrar and transfer agent with a specified office in New York City.

     Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the noteholders in accordance with the provisions described in “Notices” above.

Listing

     The old subordinated notes are listed on Euronext Amsterdam, and application has been made to list the new subordinated notes on Euronext Amsterdam. The new subordinated notes are expected to be listed by the date of issuance or shortly thereafter. The old subordinated notes will remain listed on Euronext Amsterdam.

     For so long as any of the subordinated notes are listed on Euronext Amsterdam, we will comply with the provisions set forth in Article 2.1.20 of Schedule B of the Listing and Issuing Rules (Fondsenreglement) of Euronext Amsterdam.

     We shall use all reasonable endeavors to maintain the listing of the subordinated notes on Euronext Amsterdam or its successor exchange. If we are unable to obtain or maintain such listing, we shall obtain and maintain a listing for the subordinated notes on another European stock exchange of at least equal standing as we may from time to time determine, except in the case of our winding-up or liquidation. We shall forthwith give notice to the holders of subordinated notes of the listing or delisting of the subordinated notes by any such stock exchange.

Governing Law and Submission to Jurisdiction

     The indenture, the subordinated notes and the guarantees are governed by, and will be construed in accordance with, New York law except that the provisions relating to the subordination of the subordinated notes under the caption “Status and Subordination” shall be governed by the laws of the Netherlands.

     We and the Guarantor irrevocably agree for the benefit of the noteholders that the courts of New York shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the subordinated notes (respectively, “proceedings” and “disputes”) and, for such purposes, irrevocably submit to the jurisdiction of such courts. In relation to any proceedings or disputes and in respect of either us or the Guarantor, you can serve process on the General Counsel of our representative office in New York, located at ABN AMRO Bank N.V., New York branch, 500 Park Avenue, New York, New York 10022.

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     We and the Guarantor irrevocably waive any objection which we may have now or hereafter to the laying of the venue of any such proceedings in any such court and any claim that any such proceedings have been brought in an inconvenient forum and hereby further irrevocably agree that a judgment in any such proceedings brought in the New York courts situated in the borough of Manhattan shall be conclusive and binding upon each of us according to its terms and may be enforced in the courts of any other jurisdiction to the extent permitted by the laws of such jurisdiction.

     The United States and the Netherlands do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, you would not be able to enforce in the Netherlands a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, even if the judgment is not based only on the U.S. federal securities laws, unless and to the extent a competent court in the Netherlands gives binding effect to the judgment. See “Service of Process and Enforceability of Certain Foreign Judgments”.

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THE EXCHANGE OFFER

     In a registration rights agreement between ABN AMRO and the initial purchasers of the old subordinated notes, we agreed

(1)	to file a registration statement on or prior to 90 days after June 2, 2003 with respect to an offer to exchange the old subordinated notes for a new issue of securities, with terms substantially the same as of the old subordinated notes but registered under the Securities Act,
(2)	to use our best efforts to cause the registration statement to be declared effective by the SEC on or prior to 180 days after the initial filing with the SEC, and
(3)	use our best efforts to consummate the exchange offer and issue the new subordinated notes within 30 business days after the registration statement is declared effective.

     The registration rights agreement provides that, in the event we fail to file the registration statement within 90 days after June 2, 2003 or the registration statement has not been declared effective by the SEC within 180 days after the initial filing of such statement with the SEC, we will be required to pay additional interest on the old subordinated notes over and above the regular interest on the subordinated notes. Once the registration statement becomes effective, we will no longer be required to pay additional interest on the old subordinated notes.

     The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old subordinated notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer; Period for Tendering Old Subordinated Notes

     This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old subordinated notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

· When you tender to us old subordinated notes as provided below, our acceptance of the old subordinated notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

· For each $1,000 principal amount of old subordinated notes surrendered to us in the exchange offer, we will give you $1,000 principal amount of new subordinated notes.

· We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old subordinated notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old subordinated notes at their addresses listed in the trustee’s security register with respect to the old subordinated notes.

· The exchange offer expires at 5:00 p.m., New York City time, on __________, 2004; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means __________, 2004, or, if extended by us, the latest time and date to which the exchange offer is extended.

· As of the date of this prospectus, $500,000,000 in aggregate principal amount of the old subordinated notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old subordinated notes being tendered.

· Our obligation to accept old subordinated notes for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

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· We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old subordinated notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old subordinated notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old subordinated notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

· We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old subordinated notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied.

· We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old subordinated notes as promptly as practicable. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service.

· Holders of old subordinated notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

· Old subordinated notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding, will continue to be listed on Euronext Amsterdam, and will be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

· We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

· By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “- Resales of the New Subordinated Notes”.

    Important Rules Concerning the Exchange Offer

      You should note that:

· All questions as to the validity, form, eligibility, time of receipt and acceptance of old subordinated notes tendered for exchange will be determined by ABN AMRO in our sole discretion, which determination shall be final and binding.

· We reserve the absolute right to reject any and all tenders of any particular old subordinated notes not properly tendered or to not accept any particular old subordinated notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

· We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old subordinated notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old subordinated notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old subordinated notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

· Our interpretation of the terms and conditions of the exchange offer as to any particular old subordinated notes either before or after the expiration date shall be final and binding on all parties.

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· Neither ABN AMRO, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old subordinated notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Subordinated Notes

    What to Submit and How

     If you, as the registered holder of an old subordinated note, wish to tender your old subordinated notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to The Bank of New York at either of the addresses set forth below under “Exchange Agent” on or prior to the expiration date.

     In addition,

(1)	certificates for old subordinated notes must be received by the exchange agent along with the letter of transmittal, or
(2)	a timely confirmation of a book-entry transfer of old subordinated notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or
(3)	you must comply with the guaranteed delivery procedures described below.

      The method of delivery of old subordinated notes, letters of transmittal and notices of guaranteed delivery is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old subordinated notes should be sent to ABN AMRO.

    How to Sign your Letter of Transmittal and Other Documents

     Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old subordinated notes being surrendered for exchange are tendered

(1)	by a registered holder of the old subordinated notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or
(2)	for the account of an eligible institution.

     If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

· a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or

· a commercial bank or trust company having an office or correspondent in the United States.

     If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old subordinated notes, the old subordinated notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the old subordinated notes and with the signature guaranteed.

     If the letter of transmittal or any old subordinated notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by ABN AMRO, proper evidence satisfactory to ABN AMRO of its authority to so act must be submitted.

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Acceptance of Old Subordinated Notes for Exchange; Delivery of New Subordinated Notes

     Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old subordinated notes properly tendered and will issue the new subordinated notes promptly after acceptance of the old subordinated notes. See “Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

     In all cases, we will issue new subordinated notes in exchange for old subordinated notes that are accepted for exchange only after timely receipt by the exchange agent of:

·	certificates for old subordinated notes, or
·	a timely book-entry confirmation of transfer of old subordinated notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below,
and
·	a properly completed and duly executed letter of transmittal.

     If we do not accept any tendered old subordinated notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old subordinated notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old subordinated notes without expense to the tendering holder or, in the case of old subordinated notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged old subordinated notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect to the old subordinated notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old subordinated notes by causing DTC to transfer old subordinated notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old subordinated notes so tendered will only be made after timely confirmation of book-entry transfer of old subordinated notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old subordinated notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

     Although delivery of old subordinated notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “- Exchange Agent” on or prior to the expiration date.

     If your old subordinated notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant”, which will instruct the DTC participant through whom you hold your subordinated notes of your intention to tender your old subordinated notes or not tender your old subordinated notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of subordinated notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your subordinated notes. A copy of that form is available from the exchange agent.

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Guaranteed Delivery Procedures

     If you are a registered holder of old subordinated notes and you want to tender your old subordinated notes but your old subordinated notes are not immediately available, or time will not permit your old subordinated notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

(1)	the tender is made through an eligible institution,
(2)	prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, stating:

	·	the name and address of the holder of old subordinated notes,
	·	the amount of old subordinated notes tendered, and
	·	the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old subordinated notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by that eligible institution with the exchange agent
	and,
(3)	the certificates for all physically tendered old subordinated notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

     You can withdraw your tender of old subordinated notes at any time on or prior to the expiration date.

     For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent”. Any notice of withdrawal must specify:

· the name of the person having tendered the old subordinated notes to be withdrawn,

· the old subordinated notes to be withdrawn,

· the principal amount of the old subordinated notes to be withdrawn,

· if certificates for old subordinated notes have been delivered to the exchange agent, the name in which the old subordinated notes are registered, if different from that of the withdrawing holder,

· if certificates for old subordinated notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution, and

· if old subordinated notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old subordinated notes and otherwise comply with the procedures of that facility.

     Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old subordinated notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

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     If you have properly withdrawn old subordinated notes and wish to re-tender them, you may do so by following one of the procedures described under “Procedures for Tendering Old Subordinated Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

     Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new subordinated notes in exchange for, any old subordinated notes and may terminate or amend the exchange offer, if at any time before the acceptance of old subordinated notes for exchange or the exchange of the new subordinated notes for old subordinated notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

     That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

     In addition, we will not accept for exchange any old subordinated notes tendered, and no new subordinated notes will be issued in exchange for any old subordinated notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

     The Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

Deliver To:

The Bank of New York, Exchange Agent
101 Barclay Street
New York, New York 10286
U.S.A.Attn: Ms. Carolle Montreuil, Corporate Trust Operations

Facsimile Transmissions:
(212) 298 1915
To Confirm by Telephone
or for Information:
(212) 815 5920

or

The Bank of New York, Exchange Agent
One Canada Square
Attn: Corporate Trust Administration

Facsimile Transmissions:
+44-20-7964-6399
To Confirm by Telephone
or for Information:
+44-20-7964-6315

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     Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

     The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

     We will pay all expenses incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses.

Transfer Taxes

     Holders who tender their old subordinated notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new subordinated notes in the name of, or request that old subordinated notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Subordinated Notes

     Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new subordinated notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

     However, any purchaser of old subordinated notes who is an “affiliate” of ABN AMRO or who intends to participate in the exchange offer for the purpose of distributing the new subordinated notes

(1)	will not be able to rely on the interpretation of the staff of the SEC,
(2)	will not be able to tender its old subordinated notes in the exchange offer, and
(3)	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the subordinated notes unless that sale or transfer is made using an exemption from those requirements.

     By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old subordinated notes will represent that:

(1)	it is not our “affiliate”;
(2)	any new subordinated notes to be received by it were acquired in the ordinary course of its business; and
(3)	it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution”, within the meaning of the Securities Act, of the new subordinated notes.

     In addition, in connection with any resales of new subordinated notes, any broker-dealer participating in the exchange offer who acquired subordinated notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers

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may fulfill their prospectus delivery requirements with respect to the new subordinated notes, other than a resale of an unsold allotment from the original sale of the old subordinated notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new subordinated notes.

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PLAN OF DISTRIBUTION

     Each broker-dealer that receives new subordinated notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new subordinated notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new subordinated notes received in exchange for old subordinated notes where old subordinated notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 365 days after the closing date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of new subordinated notes received by it in exchange for old subordinated notes.

     We will not receive any proceeds from any sale of new subordinated notes by broker-dealers.

     New subordinated notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

· in the over-the-counter market

· in negotiated transactions

· through the writing of options on the new subordinated notes, or

· a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

     Any resale may be made

· directly to purchasers, or

· to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new subordinated notes.

     Any broker-dealer that resells new subordinated notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those new subordinated notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those new subordinated notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of up to 365 days after the closing date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the subordinated notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the subordinated notes, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

Selling Restrictions

     Some jurisdictions may have restrictions on the distribution of this prospectus and the offer of the new subordinated notes in such jurisdictions. Because no action has been taken to permit a public offer of the new subordinated notes or the possession or distribution of this prospectus in any jurisdiction other than the United States the new subordinated notes may not be offered or sold and this prospectus may not be distributed except in accordance with the legal requirement applicable in such jurisdiction.

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     We require persons possessing this prospectus to inform themselves of and observe these restrictions. We do not accept any legal responsibilities for any violation by any person, whether or not a prospective purchaser of the new subordinated notes.

     This prospectus is not an offer to sell or a solicitation of an offer to buy any security other than the subordinated notes. It does not constitute an offer to sell or a solicitation of an offer to buy any of the subordinated notes to any person in any jurisdiction in which it is unlawful to make such an offer or solicitation to such person.

Other Relevant Information

New Issue of New Subordinated Notes

     The new subordinated notes are a new issue of securities with no established trading market. We intend to make a market in the new subordinated notes after completion of the exchange offer. However, we are under no obligation to do so and may discontinue any market-making activities at any time without any notice. See “- Market-Making Activities” below. Although we intend to apply for listing of the new subordinated notes on Euronext Amsterdam, a liquid or active public trading market for the new subordinated notes may not develop. If an active trading market for the new subordinated notes does not develop, the market price and liquidity of the new subordinated notes may be adversely affected. If the new subordinated notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors.

Delivery of the New Subordinated Notes

     It is expected that delivery of the new subordinated notes will be made on or about __________, 2004.

Market-Making Activities

     After the initial distribution of the old subordinated notes, the initial purchasers in such offering and their respective affiliates, including ABN AMRO and certain of our affiliates, have offered and sold the old subordinated notes in the course of their business as broker-dealers acting either as a principal or agent in these transactions, subject to the transfer restrictions related to such notes, and we and they may continue to make a market during the exchange offer.

     Following completion of the exchange offer, ABN AMRO Financial Services, Inc., ABN AMRO Incorporated and other of our affiliates may offer and sell the new subordinated notes in the course of their businesses as broker-dealers acting either as a principal or agent in these transactions. Sales in any of those transactions will be made at varying prices related to prevailing market prices and other circumstances at the time of sale. However, we are not obligated to do so and any market-making activities with respect to the new subordinated notes may be discontinued at any time without notice.

     Any such market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer and the pendency of any shelf registration statement. The old subordinated notes have not been registered under the Securities Act or any state securities laws. Accordingly, pending consummation of the exchange offer, the old subordinated notes may be offered or sold only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws or pursuant to an effective registration statement.

Other Relationships

     ABN AMRO Bank N.V. acted as purchaser in connection with the initial sale of the old subordinated notes and received an underwriting discount in connection therewith. In addition, ABN AMRO Bank N.V. is acting as Euronext listing agent and paying agent in the Netherlands.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

     An exchange of old subordinated notes for new subordinated notes will not be treated as a taxable exchange for U.S. federal income tax purposes. Accordingly, holders who exchange their old subordinated notes for new subordinated notes will not recognize income, gain or loss for United States federal income tax purposes. A holder’s tax basis in the new subordinated notes will be equal to the holder’s adjusted basis in the old subordinated notes and the holder’s holding period will include the period during which the holder held the old subordinated notes.

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MATERIAL NETHERLANDS TAX CONSEQUENCES OF THE EXCHANGE OFFER

Residents of the Netherlands

     A gain, if any, realised as a result of the exchange by a Dutch resident corporate noteholder will, in principle, be taxable. A Dutch resident individual noteholder is not taxable in respect of gain realised on the exchange, unless:

(i)	the noteholder has an enterprise or an interest in an enterprise, to which enterprise the subordinated notes are attributable; or
(ii)	such gain qualifies as “income from miscellaneous activities: (resultaat uit overige werkzaamheden) within the meaning of Section 3.4 of the Dutch Income Tax Act 2001, which includes activities with respect to the subordinated notes that exceed ”regular, active portfolio management“ (normaal, actief vermogensbeheer).

Non-Residents of the Netherlands

     A non-resident noteholder is not taxable in respect of gain realised on the exchange, unless:

(i)	the noteholder has an enterprise or an interest in an enterprise, that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which Netherlands permanent establishment or permanent representative the subordinated notes are attributable; or
(ii)	the noteholder is an individual and such gain qualifies as “income from miscellaneous activities” (resultaat uit overige werkzaamheden)“ in the Netherlands within the meaning of Section 3.4 of the Dutch Income Tax Act 2001, which include activities in the Netherlands with respect to the subordinated notes that exceed ”regular, active portfolio management“ (normaal, actief vermogensbeheer).

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GENERAL INFORMATION

Listing

     The old subordinated notes are listed on Euronext Amsterdam, and will remain listed following this offer. Application has been made to list the new subordinated notes on Euronext Amsterdam. If approved for listing on Euronext Amsterdam, the new subordinated notes will be considered debt securities for the purposes of Euronext Amsterdam rules and regulations. As long as any of the subordinated notes are listed on Euronext Amsterdam, an agent for making payments on and transfers of subordinated notes will be maintained in the Netherlands.

Consents and Authorization

     We have obtained all necessary consents, approvals and authorizations or orders of regulatory authorities required to be obtained by us under the laws of the Netherlands in connection with the issue and exchange of the subordinated notes. The issuance of the subordinated notes was authorized pursuant to a resolution of our Supervisory Board dated January 17, 2003.

No Material Change

     Except as disclosed in this prospectus, there has been no material adverse change in the financial position of ABN AMRO Holding N.V. or ABN AMRO Bank N.V. since December 31, 2003.

Litigation

     Legal proceedings have been initiated against ABN AMRO Holding N.V. or its consolidated subsidiaries, including ABN AMRO Bank N.V., in a number of jurisdictions, but on the basis of information currently available, and having taken counsel with legal advisers, the Managing Board is of the opinion that the outcome of these proceedings is unlikely to have significant effects on the financial position or profitability of ABN AMRO Holding N.V. or ABN AMRO Bank N.V.

EXPERTS

     Our consolidated financial statements and the related financial statement schedules incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2002, as amended, have been so incorporated in reliance on the report of Ernst & Young, independent accountants, given on the authority of the firm as experts in accounting and auditing.

LEGAL MATTERS

Davis Polk & Wardwell will pass upon certain matters of United States Federal law and New York State law for us, including the validity of the new subordinated notes. The validity of the new subordinated notes, as well as other matters of Dutch law, will be passed upon for us by Allen & Overy.

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[ALTERNATE FRONT COVER FOR MARKET-MAKING PROSPECTUS]

PROSPECTUS

ABN AMRO Bank N.V.

(Incorporated in the Netherlands with its statutory seat in Amsterdam)

4.65% Subordinated Notes Due 2018

     We will pay interest on the 4.65% subordinated notes due 2018 at a rate of 4.65% per annum from and including June 2, 2003, to but excluding June 4, 2018, payable semi-annually in arrears on June 4 and December 4 of each year, beginning on December 4, 2003. The subordinated notes will mature on June 4, 2018.

     The subordinated notes will constitute the unsecured obligations of ABN AMRO Bank N.V. and will rank pari passu without any preference among themselves and with all of ABN AMRO Bank N.V.’s other present and future unsecured and subordinated obligations, save for those preferred by mandatory provisions of law. The subordinated notes are fully and unconditionally guaranteed by ABN AMRO Holding N.V.

     The subordinated notes are listed on the Official Segment of the stock market of Euronext Amsterdam N.V.

      Investing in the subordinated notes involves risk. See the “Risk Factors” section beginning on page ___ for a discussion of risk factors that you should consider prior to tendering your old subordinated notes in the exchange offer.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

      This prospectus may be used by ABN AMRO Financial Services, Inc,. ABN AMRO Incorporated and other affiliates of ABN AMRO Bank N.V. in connection with offers and sales of the subordinated notes in market-making transactions at negotiated prices related to prevailing market prices.

ABN AMRO

The date of this prospectus is _______

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

Table of Contents

Page

ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
SERVICE OF PROCESS AND ENFORCEABILITY OF CERTAIN FOREIGN JUDGMENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
SUMMARY
Summary Description of the Subordinated Notes
Our Company
RISK FACTORS
Risks Relating to the Subordinated Notes
Risks Related to our Business
USE OF PROCEEDS
CAPITALIZATION
RATIO OF EARNINGS TO FIXED CHARGES
EXCHANGE RATES
SELECTED CONSOLIDATED FINANCIAL DATA
DESCRIPTION OF THE SUBORDINATED NOTES
PLAN OF DISTRIBUTION
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
NETHERLANDS TAXATION
GENERAL INFORMATION
EXPERTS
LEGAL MATTERS

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

RISK FACTORS

     Any investment in the subordinated notes involves risks, including those described in this section. You should carefully consider the following risk factors and the other information in this prospectus before deciding whether an investment in the subordinated notes is suitable for you. If any of the following risks actually occurs, the trading price of the subordinated notes could decline and you could lose all or part of your investment. Additional risks not currently known to us or that we now deem immaterial may also harm our business and affect your investment.

There is no existing trading market for the subordinated notes, which could make it difficult for you to sell your subordinated notes at an acceptable price or at all

     The subordinated notes have no established trading market and there can be no assurance that an active trading market will develop. Although the subordinated notes are listed on Euronext Amsterdam, you cannot assume that an active trading market will develop. Even if an active trading market does develop, no one, including us or any of the initial purchasers, is required to maintain its liquidity. We are, and the initial purchasers have advised us that they are, currently making a market in the subordinated notes. However, neither we nor they are obliged to do so, and any such market-making activities may be discontinued at any time without notice, at our or their sole discretion. Therefore, no assurance can be given as to the liquidity of, or the trading market for, the new subordinated notes. There may be a limited number of buyers and the market prices may be uncertain when you decide to sell your subordinated notes. The liquidity and market prices for the subordinated notes will vary depending on changes in market and economic conditions, the financial conditions of, and prospects for, ABN AMRO, and other factors that generally influence the market prices of securities. Accordingly, there is no assurance that a trading market for the subordinated notes will exist and no assurance as to the liquidity of any trading market.

     Each of ABN AMRO Financial Services, Inc., and ABN AMRO Incorporated may be deemed to be our “affiliate”, as defined the Securities Act, and, as a result, may be required to deliver a prospectus in connection with its market-making activities in the subordinated notes. In the registration rights agreement that we signed with the initial purchasers in connection with the initial sale of the subordinated notes, we agreed to use our best efforts to file and maintain a registration statement that would allow our affiliated broker-dealers to engage in market-making transactions in the notes. We have agreed to bear substantially all the costs and expenses related to registration.

USE OF PROCEEDS

     This prospectus is delivered in connection with the sale of the subordinated notes by ABN AMRO Financial Services, Inc., ABN AMRO Incorporated or any of our other affiliates in market-making transactions. We will not receive any of the proceeds from such transactions.

PLAN OF DISTRIBUTION

     This prospectus is to be used by ABN AMRO Financial Services, Inc., ABN AMRO Incorporated or any of our other affiliates in connection with offers and sales of the new subordinated notes in market-making transactions effected from time to time. ABN AMRO Financial Services, Inc., ABN AMRO Incorporated or any of our other affiliates may act as a principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties when it acts as agent for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices.

     Each of ABN AMRO Financial Services, Inc., and ABN AMRO Incorporated have informed us that it does not intend to confirm sales of the new notes to any accounts over which it exercises discretionary authority without the prior specific written approval of such transactions by the customer. We have been advised by ABN AMRO Financial Services, Inc., and ABN AMRO Incorporated that, subject to applicable laws and regulations, they currently intend to make a market in the new subordinated notes following completion of the exchange offer.

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

However, they are not obligated to do so and any such market-making may be interrupted or discontinued at any time without notice. In addition, such market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act. There can be no assurance that an active trading market will develop or be sustained. See “Risk Factors- Risks Related to the Subordinated Notes- There is no existing trading market for the subordinated notes, which could make it difficult for you to sell your subordinated notes at an acceptable price or at all”.

     ABN AMRO Bank N.V. acted as purchaser in connection with the initial sale of the old subordinated notes and received an underwriting discount in connection therewith. In addition, ABN AMRO Bank N.V. is acting as Euronext listing agent and paying agent in the Netherlands.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

     The following are the material U.S. federal income tax consequences of the acquisition, ownership and disposition of subordinated notes by U.S. Holders (as defined below). This summary addresses only U.S. federal income tax considerations of U.S. Holders that will hold the subordinated notes as capital assets. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the subordinated notes. In particular, this summary does not address tax considerations applicable to U.S. Holders that may be subject to special tax rules including, without limitation, the following: (i) financial institutions; (ii) insurance companies; (iii) dealers or traders in securities or currencies; (iv) tax-exempt entities; (v) persons that will hold subordinated notes as part of a “hedging” or “conversion” transaction or as a position in a “straddle” or as part of a “synthetic security” or other integrated transaction for U.S. federal income tax purposes; (vi) persons that have a “functional currency” other than the U.S. dollar; (vii) regulated investment companies; (viii) persons that have ceased to be U.S. citizens or lawful permanent residents of the U.S.; and (ix) persons that hold the subordinated notes through partnerships or other pass-through entities. Further, this summary does not address alternative minimum tax consequences.

     This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this prospectus. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

      Each prospective investor should consult its own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and disposing of subordinated notes. U.S. Holders should also review the discussion under “Netherlands Taxation” for the Dutch tax consequences to a U.S. Holder of the ownership of subordinated notes.

     For purposes of this summary a “U.S. Holder” is a beneficial owner of subordinated notes that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); or (iii) an estate or trust, the income of which is subject to U.S. federal income taxation regardless of its source and regardless of whether it is effectively connected with the conduct of a business in the United States.

Payments of Interest

     Interest (including any additional amounts) paid on a subordinated note will be taxable to a U.S. Holder as ordinary interest income at the time it is received or accrued, depending on the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

     Interest earned by a U.S. Holder will be treated as foreign source income for purposes of calculating that holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, the interest on a note should generally constitute “passive income”, or in the case of certain U.S. Holders, “financial services income”, which may be relevant for certain U.S. Holders.

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

Market Discount

     If a U.S. Holder=s tax basis in a subordinated note is less than its stated redemption price at maturity, the amount of the difference will be treated as market discount for federal income tax purposes, unless this difference is less than a specified de minimis amount. A U.S. Holder will be required to treat any payment on a subordinated note that is not stated interest (or an additional amount), or any gain on the sale, exchange, retirement or other disposition of a subordinated note, as ordinary income to the extent of the market discount accrued on the subordinated note at the time of the payment or disposition, unless the U.S. Holder previously has made an election to include this market discount in income as it accrues, or pursuant to an election to include in gross income all interest that accrues on the subordinated notes in accordance with a constant yield method based on the compounding of interest (the latter, a “constant yield election”). If the subordinated note is disposed of in certain nontaxable transactions, accrued market discount will be includible as ordinary income to the U.S. Holder as if such U.S. Holder had sold the subordinated note in a taxable transaction at its then fair market value. In addition, a U.S. Holder may be required to defer, until the maturity of the subordinated note or its earlier disposition (including certain nontaxable transactions), the deduction of all or a portion of the interest expense on any indebtedness incurred or maintained to purchase or carry such subordinated note.

Amortizable Bond Premium

     If a U.S. Holder purchases a subordinated note for an amount that is greater than the sum of all amounts payable on the subordinated note other than payments of stated interest, the holder will be considered to have acquired the note with amortizable bond premium. In general, amortizable bond premium with respect to a subordinated note will be equal in amount to the excess of the holder=s tax basis over the sum of all amounts payable on the note other than stated interest and the holder may elect to amortize this premium, using a constant yield method, over the remaining term of the note. A U.S. Holder may generally use the amortizable bond premium allocable to an accrual period to offset stated interest required to be included in the U.S. Holder=s income with respect to the subordinated note in that accrual period. A U.S. Holder who elects to amortize bond premium must reduce his tax basis in the subordinated note by the amount of the premium amortized in any year. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the U.S. Holder and may be revoked only with the consent of the U.S. Internal Revenue Service. If a U.S. Holder makes a constant yield election (as described above) for a subordinated note with amortizable bond premium, such election will result in a deemed election to amortize bond premium for all of the U.S. Holder=s debt instruments with amortizable bond premium and may be revoked only with the permission of the U.S. Internal Revenue Service with respect to debt instruments acquired after revocation.

Disposition of a Subordinated Note

     Upon the sale, exchange, redemption or other taxable disposition of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on such disposition (except to the extent any amount realized is attributable to accrued but unpaid interest, which is treated as interest income as described above) and the U.S. Holder’s adjusted tax basis in the subordinated note. A U.S. Holder’s adjusted tax basis in a note will generally equal the cost of the subordinated note to such holder.

     In general, any gain or loss realized by a U.S. Holder on the disposition of a subordinated note will be U.S. source capital gain or loss, except to the extent of any accrued market discount not previously included in income, which will be taxable as described under “- Market Discount” above. Under certain circumstances, capital gains derived by individuals are taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

     Backup withholding and information reporting requirements may apply to certain payments to U.S. Holders of interest on the subordinated notes and to the proceeds of a sale, exchange or retirement of a subordinated note. Backup withholding may be required if the U.S. Holder fails (i) to furnish the U.S. Holder’s taxpayer identification number, (ii) to certify that such U.S. Holder is not subject to backup withholding or (iii) to otherwise comply with the applicable requirements of the backup withholding rules. Certain U.S. Holders (including, among others,

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

corporations) are not subject to the backup withholding and information reporting requirements. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally may be claimed as a credit against such U.S. Holder’s U.S. federal income tax liability provided that the required information is furnished to the IRS.

NETHERLANDS TAXATION

General

     The following summary describes the principal Netherlands tax consequences of the acquisition, holding, redemption and disposal of the subordinated notes. This summary does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant to a decision to acquire, to hold, and to dispose of the subordinated notes. Each prospective subordinated noteholder should consult a professional adviser with respect to the tax consequences of an investment in the subordinated notes. The discussion of certain Netherlands taxes set forth below is included for general information purposes only.

     This summary is based on Netherlands tax legislation, published case law, treaties, rules, regulations and similar documentation, in force as of the date of this prospectus, without prejudice to any amendments introduced at a later date and implemented with retroactive effect.

     This summary does not address Netherlands tax consequences of a noteholder who holds a substantial interest (aanmerkelijk belang) in ABN AMRO Bank N.V. (the issuer), within the meaning of Section 4.3 of the Income Tax Act 2001. Generally speaking, a noteholder holds a substantial interest in the issuer, if such noteholder, alone or together with his or her partner (statutory defined term) or certain other related persons, directly or indirectly, holds (i) an interest of 5 percent or more of the total issued capital of the issuer or of 5 percent or more of the issued capital of a certain class of shares of the Issuer, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profit sharing rights in the issuer.

Withholding Tax

     No Netherlands withholding tax is due on payments by ABN AMRO Bank in respect of the subordinated notes.

Corporate Income Tax and Individual Income Tax

    Residents of the Netherlands

     If the holder is subject to Netherlands corporate income tax and the subordinated notes are attributable to its (deemed) business assets, income derived from the subordinated notes and gains realized upon the redemption and disposal of the subordinated notes are generally taxable in the Netherlands.

     If an individual holder of subordinated notes is a resident or is deemed to be a resident of the Netherlands for Netherlands tax purposes (including the individual holder who has opted to be taxed as a resident of the Netherlands), the income derived from the subordinated notes and the gains realized upon the redemption and disposal of the subordinated notes, are taxable at the progressive rates of the Income Tax Act 2001, if:

(i)	the holder has an enterprise or an interest in an enterprise, to which enterprise the subordinated notes are attributable; or
(ii)	such income or gains qualify as “income from miscellaneous activities” (resultaat uit overige werkzaamheden) within the meaning of Section 3.4 of the Income Tax Act 2001, which include activities with respect to the subordinated notes that exceed “regular, active portfolio management” (normaal, actief vermogensbeheer).

     If neither of the above-mentioned conditions (i) or (ii) apply to the individual holder, the actual income derived from and the actual gains realized with respect to the subordinated notes will not be taxable. Instead, such holder will be taxed at a flat rate of 30% on deemed income from “savings and investments” (sparen en beleggen) within the meaning of Section 5.1 of the Income Tax Act 2001. This deemed income amounts to 4% of the average of the

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

individual’s “yield basis” (rendementsgrondslag) within the meaning of article 5.3 of the Income Tax Act 2001 at the beginning of the calendar year and the individual’s yield basis at the end of the calendar year, insofar the average exceeds a certain threshold. The fair market value of the subordinated notes will be included in the individual’s yield basis.

    Non-Residents of the Netherlands

     A noteholder that is not a resident nor deemed to be a resident of the Netherlands for Netherlands tax purposes (nor, if he or she is an individual, has opted to be taxed as a resident of the Netherlands) is not taxable in respect of income derived from the subordinated notes and gains realized upon the redemption and disposal of the subordinated notes, unless:

(i)	the noteholder has an enterprise or an interest in an enterprise, that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which Netherlands permanent establishment or permanent representative the subordinated notes are attributable;
(ii)	the noteholder is entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands, other than by way of securities or through an employment contract, and to which enterprise the subordinated notes are attributable; or
(iii)	the noteholder is an individual and such income or gains qualify as “income from miscellaneous activities” (resultaat uit overige werkzaamheden) in the Netherlands within the meaning of Section 3.4 of the Income Tax Act 2001, which include activities in the Netherlands with respect to the subordinated notes that exceed “regular, active portfolio management” (normaal, actief vermogensbeheer).

Gift and Inheritance Taxes

    Residents of the Netherlands

     Generally, gift and inheritance taxes will be due in the Netherlands in respect of the acquisition of the subordinated notes by way of a gift by, or on the death of, a noteholder who is a resident or deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax at the time of the gift or his or her death.

     An individual of Netherlands nationality is deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax, if he or she has been resident in the Netherlands during the ten years preceding the gift or his or her death. An individual of any other nationality is deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax only if he or she has been residing in the Netherlands at any time during the twelve months preceding the time of the gift.

    Non-Residents of the Netherlands

     No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of the subordinated notes by way of gift by, or as a result of the death of, a noteholder who is neither a resident nor deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax, unless:

(i)	such noteholder at the time of the gift has or at the time of his of her death had an enterprise or an interest in an enterprise that is or was, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands and to which Netherlands permanent establishment or permanent representative the subordinated notes are or were attributable; or
(ii)	the subordinated notes are or were attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor is or the deceased was entitled to a share in the profits of that enterprise, at the time of the gift or at the time of his or her death, other than by way of securities or through an employment contract; or
(iii)	in the case of a gift of the subordinated notes by an individual who at the date of the gift was neither a resident nor deemed to be a resident of the Netherlands, such individual dies within 180 days after the date of the gift, while at the time of his or her death, being a resident or deemed to be a resident of the Netherlands.

[ALTERNATE SECTIONS FOR MARKET-MAKING PROSPECTUS]

Treaties

      Treaties may limit the Dutch sovereignty to levy gift and inheritance tax.

Other Taxes and Duties

     No Netherlands value-added tax (VAT), capital duty, registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will be due in the Netherlands by a noteholder in respect of or in connection with the subscription, issue, placement, allotment or delivery of the subordinated notes.

Proposed European Union Savings Directive

     On June 3, 2003, the European Council of Economics and Finance Ministers agreed on proposals under which Member States will be required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to or for the benefit of an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required to operate a withholding tax system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange within certain other countries). The proposals are anticipated to take effect from January 1, 2005.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

ABN AMRO Holding N.V. and ABN AMRO Bank N.V.

     The Articles of Association of ABN AMRO Bank N.V. and ABN AMRO Holding N.V. contain no provisions under which any member of the respective supervisory boards or the respective managing boards or any officer is indemnified in any manner against any liability which he or she may incur in his or her capacity as such. However, Article 34 of the current Articles of Association of ABN AMRO Bank N.V. provides that the annual accounts require approval by the shareholders meeting. The current Articles of Association of ABN AMRO Holding N.V. provide that the annual accounts require adoption at the shareholders meeting and that the shareholders meeting shall make all decisions regarding the discharge of the members of ABN AMRO Holding N.V.’s managing board and supervisory board in respect of their management and supervision respectively. The unconditional approval of ABN AMRO Bank N.V.’s annual accounts shall discharge members of ABN AMRO Bank N.V.’s managing board from liability to ABN AMRO Bank N.V or ABN AMRO Holding N.V. as its shareholder as set forth below. The unconditional approval of ABN AMRO Holding N.V.’s annual accounts shall similarly discharge members of ABN AMRO Holding N.V.’s managing board from liability to ABN AMRO Holding N.V. and its shareholders. The liability so discharged is, for each managing board with respect to the conduct of its management activities during the financial year concerned, and for each supervisory board for its supervision thereof, insofar as such management and supervision is reflected in the annual accounts. Shareholder ratification or approval of other management or supervisory conduct will correspondingly discharge liability. Under Dutch law, this discharge is not absolute and would not be effective as to any matters not disclosed to the Bank’s or Holding’s shareholders, as applicable. Furthermore, this discharge may not set aside general rules regarding liability of each managing board with regard to the proper fulfillment of such managing board’s task.

     The members of the supervisory board, the managing board and certain officers of the Bank and Holding, respectively, are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such.

     The Registration Rights Agreement filed as Exhibit 1 to this registration statement provides for indemnification of directors and officers of ABN AMRO by the initial purchasers against certain liabilities.

Item 21. Exhibits and Financial Statement Schedules

     Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.

Item 22. Undertakings

      Each of the undersigned registrants hereby undertakes:

     (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

II-1

     (c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     provided, however, that (a) and (b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in the post-effective amendment, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) to remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-4, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (5) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered in this registration statement, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

     (6) that, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against these types of liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the asserted indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.

     (7) to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Securities Act.

     (8) (a) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (b) to arrange or provide for a facility on the United States for the purpose of responding to such requests. The undertaking in subparagraph (a) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (9) to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of ABN AMRO Bank N.V. and ABN AMRO Holding N.V. certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, as of the 5th day of February, 2004.

ABN AMRO Bank N.V.
By:	/s/ R. Smit
	Name:	R. Smit
	Title:	Attorney-in-Fact

By:	/s/ Arjo Blok
	Name:	Arjo Blok
	Title:	Attorney-in-Fact

ABN AMRO Holding N.V.
By:	/s/ R. Smit
	Name:	R. Smit
	Title:	Attorney-in-Fact

By:	/s/ Arjo Blok
	Name:	Arjo Blok
	Title:	Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of each of the Registrants and in the capacities indicated as of the 5th day of February, 2004.

Signature	Title
R.W.J. Groenink*	Chairman of the Managing Board
R.W.J. Groenink
T. de Swaan*	Member of the Managing Board
T. de Swaan	(Chief Financial Officer)
W.G. Jiskoot*	Member of the Managing Board
W.G. Jiskoot
J.Ch.L. Kuiper*	Member of the Managing Board
J.Ch.L. Kuiper
C.H.A. Collee*	Member of the Managing Board
C.H.A. Collee
H.Y. Scott-Barrett*	Member of the Managing Board
H.Y. Scott-Barrett
Jonathan Feigelson*	Authorized Representative in the United States
Jonathan Feigelson

* By:	/s/ R. Smit
	Name:	R. Smit
	Title:	Attorney-in-Fact

By:	/s/ Arjo Blok
	Name:	Arjo Blok
	Title:	Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.		Document
	3.1*	Articles of Association of ABN AMRO Bank N.V. (incorporated herein by reference to Exhibit 1.2 to its Annual Report on Form 20-F for the year ended December 31, 2002).
	3.2*	Articles of Association of ABN AMRO Holding N.V. (incorporated herein by reference to the Form 6-K filed with the SEC on August 18, 2003).
	4.1**	Registration Rights Agreement dated as of June 2, 2003 between ABN AMRO Bank N.V. and ABN AMRO Bank N.V., Citigroup Global Markets Inc., Lehman Brothers, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Purchasers.
	4.2**	Indenture, dated June 2, 2003 between ABN AMRO Bank N.V. and the Trustee governing ABN AMRO Bank N.V.’s 4.65% Subordinated Notes Due 2018.
	4.3***	First Supplemental Indenture, dated as of February 3, 2004 between ABN AMRO Bank N.V., ABN AMRO Holding N.V. and the Trustee, to the Indenture filed as Exhibit 4.2.
	5.1***	Opinion of Davis Polk & Wardwell as to the validity of the new subordinated notes and the guarantees being registered.
	5.2***	Opinion of Allen & Overy as to the validity of the new subordinated notes and the guarantees being registered.
	12.1*	Statement regarding the computation of consolidated ratio of earnings to fixed charges (incorporated herein by reference to the Report on Form 6-K filed with the SEC on February 4, 2004).
	21.1*	List of Subsidiaries (incorporated herein by reference to Note 47 to our consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2002, as amended)
	23.1***	Consent of Davis Polk & Wardwell (contained in their opinion filed as Exhibit 5.1).
	23.2***	Consent of Allen & Overy (contained in their opinion filed as Exhibit 5.2).
	23.3**	Consent of Ernst & Young
	24.1**	Power of Attorney (included on signature page)
	25.1**	Statement of Eligibility of The Bank of New York, as Trustee, on Form T-1.
	99.1**	Form of Letter of Transmittal
	99.2**	Form of Notice of Guaranteed Delivery
	99.3**	Form of Letter to Clients
	99.4**	Form of Letter to Nominees
	99.5**	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

*	Incorporated by reference to our Annual Report on Form 20-F for the year ended December 31, 2002, as amended, or any of our other public filings, as indicated.
**	Filed with the initial filing of this registration statement on August 28, 2003.
***	Filed herewith.

EX-4.3

                                                                    EXHIBIT 4.3


                                                                 EXECUTION COPY


            -------------------------------------------------------

                               ABN AMRO BANK N.V.

                                   as Issuer,

                             ABN AMRO HOLDING N.V.

                                 as Guarantor,

                                      and

                              THE BANK OF NEW YORK

                                   as Trustee

            -------------------------------------------------------

                          FIRST SUPPLEMENTAL INDENTURE

                         dated as of February 3, 2004

                                       to

                                   INDENTURE

                            dated as of June 2, 2003





                                                                 EXECUTION COPY

     FIRST SUPPLEMENTAL INDENTURE ("First Supplemental Indenture"), dated as of
February 3, 2004, among ABN AMRO BANK N.V., a public limited liability
company incorporated under the laws of The Netherlands (the "Issuer"), ABN AMRO
Holding N.V., a public limited liability company incorporated under the laws of
The Netherlands (the "Guarantor") and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "Trustee").

     Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to those terms in the Indenture (as defined below).

                                   WITNESSETH

     WHEREAS, the Issuer and the Trustee have executed and delivered an
Indenture, dated as of June 2, 2003 (the "Base Indenture" and together with
this First Supplemental Indenture, the "Indenture") to provide for the issuance
of the Issuer's Subordinated Notes;

     WHEREAS, Section 7.01 of the Indenture permits the Issuer and the Trustee
to enter into a supplemental indenture to make any provisions as the Issuer may
deem necessary or desirable, provided that no such action shall adversely
affect the interests of the Holders of the Subordinated Notes, without the
consent of any Holder;

     WHEREAS, the parties hereto desire to make the Guarantor a guarantor of
the Subordinated Notes;

     WHEREAS, the Guarantor desires to guarantee the Issuer's obligations under
the Subordinated Notes;

     WHEREAS, the Issuer and the Guarantor have requested that the Trustee
execute and deliver this First Supplemental Indenture and all requirements
necessary to make this First Supplemental Indenture a valid, binding and
enforceable instrument in accordance with its terms, have been done and
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

     NOW, THEREFORE,

     With respect to the Subordinated Notes issued under the Indenture on or
after the date hereof, the Issuer, Guarantor and the Trustee mutually covenant
and agree as follows:





                                   ARTICLE 1
                                  DEFINITIONS

     Section 1.01. Definition Of Terms. For all purposes of this First
Supplemental Indenture:

     (a) Capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture;

     (b) a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;

     (c) the singular includes the plural and vice versa;

     (d) headings are for convenience of reference only and do not affect
interpretation;

     (e) the following terms shall be added in appropriate alphabetical order
to Section 1.01 of the Base Indenture:

     "Guarantee" means the unconditional guarantee of the payment by the
Guarantor of the principal of, any premium or interest on, and any additional
amounts with respect to the Subordinated Notes.

     ""Guarantor" means ABN AMRO Holding N.V. until a successor Person shall
have become such pursuant to the applicable provisions of the Indenture, and
thereafter "Guarantor" shall mean such successor Person.

     "Guarantor's Board" means the Managing Board of the Guarantor.

     "Guarantor's Officer's Certificate" means a certificate (i) signed by any
officer or officers authorized by the Guarantor's Board to execute any such
certificate and (ii) delivered to the Trustee. Each such certificate shall
comply with the requirements of Section 314(e) of the Trust Indenture Act and
include the statements provided for in Section 9.07 hereof.

     "Guarantor's Senior Debt" means the principal of (and premium, if any) and
interest, if any, on all obligations and indebtedness (other than any
Subordinated Notes) of, or guaranteed or assumed by, the Guarantor that are for
the claims of depositors, unsubordinated claims with respect to the repayment
of borrowed money or are other unsubordinated claims evidenced by bonds,
debentures, notes or other similar instruments, in each case whether
outstanding on the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, and all amendments, renewals, extensions, modifications
and refundings of such indebtedness and obligations, unless in any such case
the instrument by which such indebtedness or obligations are created, incurred,


                                       2



assumed or guaranteed by the Guarantor, or are evidenced, provides that they
are subordinate, or not superior, in right of payment to the Subordinated
Notes."

                                   ARTICLE 2
                          AMENDMENTS TO BASE INDENTURE

     Section 2.01. Registration, Transfer and Exchange.

     Section 2.06 of the Base Indenture is amended so that paragraph 9 of such
Section reads:

     "All Subordinated Notes issued upon any transfer or exchange of
Subordinated Notes shall be valid obligations of the Issuer and the Guarantor,
respectively, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Subordinated Notes surrendered upon such transfer or
exchange."

     Section 2.02. Mutilated, Defaced, Destroyed, Lost and Stolen Subordinated
Notes.

     Section 2.07 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 2.07. Mutilated, Defaced, Destroyed, Lost and Stolen Subordinated
Notes. In case any temporary or definitive Subordinated Note shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Subordinated Note,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Subordinated Note, or in lieu of and
substitution for the Subordinated Note so destroyed, lost or stolen. In every
case the applicant for a substitute Subordinated Note shall furnish to the
Issuer, the Guarantor and to the Trustee and any agent of the Issuer, the
Guarantor or the Trustee such security or indemnity as may be required by them
to indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Subordinated Note and of the ownership thereof and in the
case of mutilation or defacement shall surrender the Subordinated Note to the
Trustee or such agent.

     Upon the issuance of any substitute Subordinated Note, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee or its agent) connected
therewith. In case any Subordinated Note which has matured or is about to
mature or has been called for


                                       3



redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Subordinated Note, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Subordinated Note), if the applicant for such
payment shall furnish to the Issuer, the Guarantor and to the Trustee and any
agent of the Issuer, the Guarantor or the Trustee such security or indemnity as
any of them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer, the
Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Subordinated Note and of the ownership thereof and, in the case of
mutilation or defacement shall surrender the Subordinated Note to the Trustee
or such agent.

     Every substitute Subordinated Note issued pursuant to the provisions of
this section by virtue of the fact that any such Subordinated Note is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer and the Guarantor, whether or not the destroyed, lost or stolen
Subordinated Note shall be at any time enforceable by anyone and shall be
entitled to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any and
all other Subordinated Notes duly authenticated and delivered hereunder. If
required by the Trustee, the Issuer or the Guarantor, an Indemnity must be
furnished that is sufficient in the judgment of each of the Trustee, the Issuer
and the Guarantor to protect the Issuer, Guarantor and Trustee from any loss
they may suffer if a Subordinated Note is replaced. All Subordinated Notes
shall be held and owned upon the express condition that, to the extent
permitted by law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, defaced or destroyed, lost or stolen
Subordinated Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender."

     Section 2.03. Cancellation of Subordinated Notes.

     Section 2.08 of the Base Indenture is hereby amended so that the last
sentence of such Section reads:

     "If the Issuer or the Guarantor shall acquire any of the Subordinated
Notes, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Subordinated Notes unless and until the
same are delivered to the Trustee for cancellation."


                                       4



     Section 2.04. Covenants.

     The title of Article 3 of the Base Indenture is hereby amended by deleting
the words "of the Issuer."

     Section 2.05. Reports by the Guarantor.

     Section 3.07 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 3.07. Reports by the Guarantor. The Guarantor covenants to file
with the Trustee, within 15 days after the Guarantor is required to file the
same with the SEC, copies of the annual reports and of the information,
documents, and other reports that the Guarantor may be required to file with
the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 or pursuant to the SEC's rules or regulation. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Issuer's or the Guarantor's compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officer's Certificates)."

     Section 2.06. Event of Default.

     The first two paragraphs of Section 4.01 of the Base Indenture are hereby
replaced with the following:

     "Section 4.01. Event of Default. "Event of Default" with respect to
Subordinated Notes wherever used herein, means each one of the following events
which shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (i) default is made in the payment of interest or principal in respect of
the Subordinated Notes and such default continues for more than 30 days (a
"Payment Default"), or

     (ii) the Issuer or the Guarantor is declared bankrupt; or (ii) a competent
court has declared that the Issuer or the Guarantor is in a situation which
requires special measures ("bijzondere voorzieningen") in the interests of all
creditors, as referred to in Chapter X of the Dutch 1992 Act on the Supervision
of the Credit System (Wet toezicht kredietwezen 1992), and for so long as such
situation is in force (such situation being hereinafter referred to as a
"Moratorium"); or (iii) an order is made or an effective resolution is passed
for the winding up or liquidation of the Issuer or the Guarantor (unless this
is done in


                                       5



connection with a merger, consolidation or other form of combination with
another company and such company assumes all obligations of the Issuer under
the Subordinated Notes) (each, a "Bankruptcy Default").

     In the case of a Bankruptcy Default, the Subordinated Notes shall become
forthwith due and payable at the Redemption Amount, together with any accrued
interest to the date of repayment, without presentment, demand, protest or
other notice of any kind. In the case of a Payment Default, the sole remedy
available to any Noteholder for recovery of amounts owing in respect of any
payment of principal of or interest on the Subordinated Notes will be the
institution of proceedings against the Issuer or the Guarantor as such
Noteholder may think fit to enforce such payment; provided that the Issuer or
the Guarantor shall not by virtue of the institution of any such proceedings be
obliged to pay any sum or sums sooner than the same would otherwise have been
payable by the Issuer or the Guarantor."

     Section 2.07. Collection of Indebtedness by Trustee; Trustee May Prove
Debt.

     The lead-in to, and the first subparagraph (a) of, the fourth paragraph of
Section 4.02 of the Base Indenture are hereby amended as follows:

     "In case there shall be pending proceedings relative to the Issuer or the
Guarantor under any bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or the Guarantor or its property, or in case of any
other comparable judicial proceedings relative to the Issuer or the Guarantor,
or to the creditors or property of the Issuer or the Guarantor, the Trustee,
irrespective of whether the principal of the Subordinated Notes shall then be
due and payable, whether upon maturity of the Subordinated Notes or upon any
redemption or otherwise, and, irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 4.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

     (a) to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Subordinated Notes, and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation
to the Trustee and each predecessor trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor trustee,
except as a result of negligence or bad faith) and of the Noteholders allowed
in any judicial proceedings relative to the Issuer or the Guarantor, or to the
creditors or property of the Issuer or the Guarantor;"


                                       6



     Section 2.08. Restoration of Rights on Abandonment of Proceedings.

     Section 4.05 of the Base Indenture is hereby amended by (i) adding the
phrase ", the Guarantor" immediately following the word "Issuer" in the fifth
line thereof and (ii) adding the phrase ", the Guarantor" immediately following
the word "Issuer" in the sixth line thereof.

     Section 2.09. Waiver of Past Defaults.

     The last sentence of the first paragraph of Section 4.10 of the Base
Indenture is hereby amended to read:

     "In the case of any such waiver, the Issuer, the Guarantor, the Trustee
and the Noteholders shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon."

     Section 2.10. Certain Rights of the Trustee.

     (a) Section 5.04(a) of the Base Indenture is hereby amended to include the
phrase ", Guarantor's Officer's Certificate" immediately following the phrase
"Officer's Certificate" in the second line thereof.

     (b) Section 5.04(b) of the Base Indenture is hereby replaced in its
entirety by the following:

     "(b) any request, direction, order or demand of the Issuer or the
Guarantor mentioned herein shall be sufficiently evidenced by an Officer's
Certificate or a Guarantor's Officer's Certificate, as the case may be (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board or of the Guarantor's Board may be evidenced to the
Trustee by a copy thereof certified by the secretary or an assistant secretary
of the Issuer or of the Guarantor, as the case may be;"

     Section 2.11. Trustee and Agents May Hold Subordinated Notes; Collections,
etc.

     Section 5.06 of the Base Indenture is hereby amended by (i) adding the
phrase "or of the Guarantor" immediately following the word "Issuer" in the
first line thereof and (ii) adding the phrase "or the Guarantor" immediately
following the word "Issuer" in the fifth and sixth lines thereof.

     Section 2.12. Monies Held by Trustee.

     Section 5.07 of the Base Indenture is hereby replaced in its entirety with
the following:


                                       7



     "Section 5.07. Monies Held by Trustee. Subject to the provisions of
Section 8.04 hereof, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or of the Guarantor or the Trustee shall be under any liability for
interest on any monies received by it hereunder."

     Section 2.13. Compensation and Indemnification of Trustee and its Prior
Claim.

     The last two sentences of Section 5.08 of the Base Indenture are hereby
replaced with the following:

     "Each of the Issuer and the Guarantor covenants to indemnify the Trustee
and each predecessor trustee for, and to hold it harmless against, any loss,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and the performance of its duties hereunder, including the costs and expenses
of defending itself against or investigating any claim (whether asserted by the
Issuer, the Guarantor, or any holder of Subordinated Notes or any other person)
or liability, except to the extent such loss liability or expense is due to the
negligence or bad faith of the Trustee. The obligation of the Issuer under this
section to compensate and indemnify the Trustee and each predecessor trustee
and to pay or reimburse the Trustee and each predecessor trustee for expenses,
disbursements and advances, and the obligation of the Guarantor under this
section to indemnify for such, shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the
Subordinated Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of
particular Subordinated Notes, and the Subordinated Notes are hereby
subordinated to such senior claim."

     Section 2.14. Resignation and Removal; Appointment of Successor Trustee.

     Sub-paragraph (c) of Section 5.11 of the Base Indenture is hereby replaced
with the following:

     "(c) The Holders of a majority in aggregate principal amount of the then
Outstanding Subordinated Notes may at any time remove the Trustee with respect
to Subordinated Notes and appoint a successor trustee with respect to the
Subordinated Notes by delivering to the Trustee so removed, to the successor


                                       8



trustee so appointed and to the Issuer and the Guarantor the evidence provided
for in Section 6.01 of the action in that regard taken by the Noteholders."

     Section 2.15. Acceptance of Appointment by Successor Trustee.

     The first paragraph of Section 5.12 of the Base Indenture is hereby
replaced with the following:

     "Section 5.12. Acceptance of Appointment By Successor Trustee. Any
successor trustee appointed as provided in Section 5.11 shall execute and
deliver to the Issuer, the Guarantor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee hereunder; but, nevertheless, on
the written request of the Issuer, the Guarantor or of the successor trustee,
upon payment of its charges then unpaid, the trustee ceasing to act shall,
subject to Section 8.04 pay over to the successor trustee all monies at the
time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 5.08."

     Section 2.16. Holders to be Treated as Owners.

     The first sentence of Section 6.03 of the Base Indenture is hereby amended
to read:

     "Section 6.03. Holders to be Treated as Owners. The Issuer, the Guarantor,
the Trustee and any agent of the Issuer, the Guarantor or the Trustee may deem
and treat the person in whose name any Subordinated Note shall be registered
upon the Register as the absolute owner of such Subordinated Note (whether or
not such Subordinated Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of and, subject to the provisions of this
Indenture, interest on such Subordinated Note and for all other purposes; and
neither the Issuer, the Guarantor nor the Trustee nor any agent of the Issuer,
the Guarantor or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Subordinated Note."


                                       9



     Section 2.17. Subordinated Notes Owned by Issuer Deemed Not Outstanding.

     The first two sentences of Section 6.04 of the Base Indenture are hereby
replaced with the following:

     "Section 6.04. Subordinated Notes Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal amount
of Outstanding Subordinated Notes have concurred in any direction, consent or
waiver under this Indenture, Subordinated Notes which are owned by the Issuer
or the Guarantor with respect to which such determination is being made or by
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer or the Guarantor with respect to
which such determination is being made shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Subordinated Notes which a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.
Subordinated Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Subordinated Notes
and that the pledgee is not the Issuer or the Guarantor or any person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or the Guarantor."

     Section 2.18. Right Of Revocation Of Action Taken.

     Section 6.05 of the Base Indenture is hereby amended by inserting the
words "the Guarantor" after the words "the Issuer" in the last sentence
thereof.

     Section 2.19. Without Consent of Noteholder. The first two paragraphs of
Section 7.01 of the Base Indenture are hereby amended to read:

     "Section 7.01. Without Consent of Noteholders.

     The Issuer, when authorized by a resolution of its Board, the Guarantor,
when authorized by a resolution of the Guarantor's Board, (each of which
resolutions may provide general authorization for such action and may provide
that the specific terms of such action may be determined by officers authorized
thereby) and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto and amend or supplement this
Indenture, the Subordinated Notes or the Guarantees for one or more of the
following purposes: to cure any ambiguity; to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; to make such other provisions in regard to matters or
questions arising


                                      10



under this Indenture or under any supplemental indenture as the Board may deem
necessary or desirable and which shall not adversely affect the interests of
the Noteholders in any material respect and to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA.

     The Trustee is hereby authorized to join with the Issuer and the Guarantor
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise."

     Section 2.20. With Consent of Noteholders. Section 7.02 of the Base
Indenture is hereby replaced in its entirety with the following:

     "Section 7.02. With Consent of Noteholders.

     With the consent (evidenced as provided in Section 6.01) of the Holders of
not less than a majority in aggregate principal amount of the then Outstanding
Subordinated Notes (voting as a single class), the Issuer, when authorized by a
resolution of its Board, the Guarantor, when authorized by a resolution of the
Guarantor's Board (each of which resolutions may provide general authorization
for such action and may provide that the specific terms of such action may be
determined by officers authorized thereby), and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture, the Subordinated Notes or
the Guarantees or of modifying in any manner the rights of the Noteholders;
provided, that no such supplemental indenture shall (i) modify the final
maturity of any Subordinated Note; (ii) reduce the principal amount or
Redemption Amount payable in respect of a Subordinated Note; (iii) modify the
rate or extend the time of payment of interest thereon; (iv) make the principal
thereof (including any amount in respect of OID), or interest thereon, payable
in any coin or currency or modify any provisions for converting any currency
into any other currency other than as provided in the Subordinated Notes or in
the Indenture; (v) reduce the amount of the principal of an OID Subordinated
Note that would be due and payable upon an Event of Default; (vi) impair the
right of any Noteholder to institute suit for the payment of any amount due on
a Subordinated Note without the consent of such Noteholder; (vii) modify the
quorum required at any meeting of Noteholders or the majority required to pass
an Extraordinary Resolution; or (viii) waive the applicability of the
Guarantees, in each case without the consent of one or more persons holding or
representing not less than 100% in principal amount of the then Outstanding
Subordinated Notes.


                                      11



     Upon the request of the Issuer or the Guarantor, accompanied by a copy of
a resolution of the Board or the Guarantor's Board (each of which resolutions
may provide general authorization for such action and may provide that the
specific terms of such action may be determined by officers authorized thereby)
certified by the secretary or an assistant secretary of the Issuer or the
Guarantor authorizing the execution of any such supplemental indenture and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid and other documents, if any, required by Section 6.01, the Trustee
shall join with the Issuer and the Guarantor in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     It shall not be necessary for the consent of the Noteholders under this
section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof by (a) first class or equivalent mail to the
Noteholders at their addresses as they shall appear on the Register or (b) by
any other means set forth in such supplemental indenture, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture."

     Section 2.21. Effect of Supplemental Indenture. Section 7.03 of the Base
Indenture is hereby replaced in its entirety with the following:

     "Section 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer, the Guarantor and the
Noteholders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes."

     Section 2.22. Noteholder Communications.

     Section 9.02 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.02. Noteholder Communications. The rights of Holders to
communicate with other Holders with respect to the Indenture or the
Subordinated


                                      12



Notes are as provided by the TIA, and the Issuer, the Guarantor and the Trustee
shall comply with the requirements of Sections 312(a) and 312(b) of the TIA.
Neither the Issuer, the Guarantor nor the Trustee will be held accountable by
reason of any disclosure of information as to names and addresses of Holders
made pursuant to the TIA."

     Section 2.23. Incorporators, Stockholders, Members, Officers and Directors
of Issuer Exempt from Individual Liability.

     Section 9.03 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.03. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Subordinated Note, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder (except in a stockholder's capacity as Guarantor), officer or
director, as such, of the Issuer or the Guarantor or of any successor, either
directly or through the Issuer or the Guarantor, or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Subordinated Notes by the Holders thereof and as part of the consideration for
the issue of the Subordinated Notes."

     Section 2.24. Successors and Assigns of Issuer and Guarantor Bound by
Indenture.

     Section 9.05 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.05. Successors and Assigns of Issuer and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer or the Guarantor shall bind
their respective successors and assigns, whether so expressed or not."

     Section 2.25. Notices and Demands on Issuer, Guarantor, Trustee and
Noteholders.

     Section 9.06 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.06 Notices and Demands on Issuer, Guarantor, Trustee and
Noteholders. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the
Noteholders to or on the Issuer or the Guarantor may be given or served by
being deposited


                                      13



postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address is filed by the Issuer or the
Guarantor with the Trustee) to ABN AMRO BANK N.V.or ABN AMRO HOLDING N.V., as
the case may be, at the following address:

         ABN AMRO BANK N.V./ABN AMRO HOLDING N.V.
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands
         Attention: Group Asset & Liability Management

     Any notice, direction, request or demand by the Issuer, the Guarantor or
any Noteholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made to its Corporate Trust
Office.

     Where this Indenture provides for notice to Holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at
his last address as it appears in the Register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer, the Guarantor
and Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice."

     Section 2.26. Officers' Certificates and Opinions of Counsel Statements to
Be Contained Therein.

     (a) The first paragraph of Section 9.07 of the Base Indenture is hereby
replaced in its entirety with the following:

     "Section 9.07. Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, shall furnish to
the Trustee an Officer's Certificate or a Guarantor's Officer's Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed


                                      14



action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished."

     (b) The third paragraph of Section 9.07 of the Base Indenture is hereby
replaced in its entirety with the following:

     "Any certificate, statement or opinion of an officer of the Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Issuer or the Guarantor, upon the
certificate, statement or opinion of or representations by an officer or
officers of the Issuer or the Guarantor, as the case may be, unless such
counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which his certificate, statement or opinion
may be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous."

     (c) The fourth paragraph of Section 9.07 of the Base Indenture is hereby
amended by adding the phrase "or the Guarantor" immediately following the word
"Issuer" in the fourth line thereof.

     Section 2.27. Submission to Jurisdiction.

     Section 9.13 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.13. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that (i) any legal suit, action or proceeding arising out of
or based upon this Indenture may be instituted in any Federal or state court
located in the State of New York, (ii) waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such proceeding and (iii) submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. Each of the
Issuer and the Guarantor irrevocably waives any immunity to jurisdiction to
which it may otherwise be entitled or become entitled (including sovereign
immunity, immunity to pre-judgment attachment, post-judgment attachment and
execution) in any legal suit, action or proceeding against it arising out of or
based on this Indenture or the


                                      15



transactions contemplated hereby which is instituted in any New York court or
in any competent court in The Netherlands. Process on either the Issuer or the
Guarantor may be served in any such action arising out of or based on this
Indenture which may be instituted in any New York court upon the General
Counsel of the Issuer's representative office in New York, located at ABN AMRO
Bank N.V., New York branch, 500 Park Avenue, New York, New York 10022. Each of
the Issuer and the Guarantor hereby expressly consents to the jurisdiction of
the Federal and state courts located in the State of New York in respect of any
such action, and waives any other requirements of or objections to personal
jurisdiction with respect thereto. In the event that the Issuer or the
Guarantor no longer has a representative office in New York, New York, each of
the Issuer and the Guarantor, respectively, covenants and agrees that it will
appoint another party with an address in the State of New York as its
authorized agent and that such appointment shall be irrevocable. Service of
process upon the General Counsel of the Issuer's representative office in New
York (or such other party as may be appointed as agent for service of process)
and written notice of such service to the Issuer or the Guarantor shall be
deemed, in every respect, effective service of process upon the Issuer or the
Guarantor, respectively."

     Section 2.28. Currency Indemnity.

     Section 9.14 of the Base Indenture is hereby replaced in its entirety with
the following:

     "Section 9.14. Currency Indemnity. If, under any applicable law and
whether pursuant to a judgment being made or registered against the Issuer or
the Guarantor or in the liquidation, insolvency or analogous process of the
Issuer or the Guarantor or for any other reason, any payment under or in
connection with this Indenture is made or falls to be satisfied in a currency
(the "other currency") other than U.S. Dollars (the "required currency") under
this Indenture, then, to the extent that the payment (when converted into the
required currency at the rate of exchange on the date of payment or, if it is
not practicable for the Trustee or the relevant paying agent to purchase the
required currency with the other currency on the date of payment, at the rate
of exchange as soon thereafter as it is practicable for it to do so or, in the
case of a liquidation, insolvency or analogous process at the rate of exchange
on the latest date permitted by applicable law for the determination of
liabilities in such liquidation, insolvency or analogous process) actually
received by the Trustee or the relevant paying agent falls short of the amount
due under the terms of this Indenture, each of the Issuer and the Guarantor
shall, as a separate and independent obligation, indemnify and hold harmless
the Trustee and each paying agent against the amount of such shortfall. For the
purpose of this Section 9.14, "rate of exchange" means the rate at which the
Trustee Agent or the relevant paying agent is able on the relevant date to
purchase the required currency with the other currency and shall take into
account any premium and other costs of exchange."


                                      16



     Section 2.29. Purchases.

     The first paragraph of Section 10.03 of the Base Indenture is hereby
replaced with the following:

     "Section 10.03. Purchases.

     The Issuer or the Guarantor or any of their subsidiaries may at any time
purchase Subordinated Notes at any price in the open market or otherwise. Such
Subordinated Notes may be held, re-issued, resold or, at the option of the
Issuer or the Guarantor, surrendered to the Trustee for cancellation."

     Section 2.30. Guarantee and Indemnity.

     The following Article 12 is hereby inserted into the Indenture:


                                  "ARTICLE 12
                            GUARANTEE AND INDEMNITY

     Section 12.01. The Guarantee. The Guarantor hereby unconditionally
guarantees, jointly and severally, to each Holder of a Subordinated Note
authenticated and delivered by the Trustee and to the Trustee the due and
punctual payment of the principal of, any premium and interest on, and any
additional amounts with respect to such Subordinated Note when and as the same
shall become due and payable, whether at maturity, by acceleration, redemption,
repayment or otherwise, in accordance with the terms of such Subordinated Note
and of this Indenture, as supplemented, and all other amounts owed by the
Issuer thereunder. In case of the failure of the Issuer punctually to pay any
such principal, premium, interest or additional amounts, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.

     Section 12.02. Guarantee Unconditional, Etc. The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, irrevocable and unconditional, irrespective of, and
shall be unaffected by any failure to enforce the provisions of any
Subordinated Note or this Indenture, or any waiver, modification, consent or
indulgence granted with respect thereto by the Holder of such Subordinated Note
or the Trustee, the recovery of any judgment against the Issuer or any action
to enforce the same, or any other circumstances which may otherwise constitute
a legal or equitable discharge of a surety or guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger, insolvency or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer, protest or notice with respect
to any such Subordinated


                                      17



Note or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any additional amounts
and sinking fund payments required with respect to, the Subordinated Notes and
the complete performance of all other obligations contained in the Subordinated
Notes.

     Section 12.03. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Subordinated Note, in whole or in part, is rescinded or must otherwise be
restored to the Issuer or any Guarantor upon the bankruptcy, liquidation or
reorganization of the Issuer or otherwise.

     Section 12.04. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Subordinated Note against the Issuer in respect of
any amounts paid to such Holder by the Guarantor pursuant to the provisions of
this Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts required with respect to, all Subordinated Notes shall have
been paid in full.

     Section 12.05. Indemnity. As a separate and alternative stipulation, the
Guarantor unconditionally and irrevocably agrees that any sum expressed to be
payable by the Issuer under this Indenture or the Subordinated Notes but which
is for any reason (whether or not now known or becoming known to the Issuer,
the Guarantor, the Trustee or any Holder of any Subordinated Note) not
recoverable from the Guarantor on the basis of a guarantee will nevertheless be
recoverable from it as if it were the sole principal debtor and will be paid by
it to the Trustee on demand. This indemnity constitutes a separate and
independent obligation from the other obligations in this Indenture, gives rise
to a separate and independent cause of action and will apply irrespective of
any indulgence granted by the Trustee or any Holder of any Subordinated Note.

     Section 12.06. Assumption By Guarantor. (a) The Guarantor may, without the
consent of the Holders, assume all of the rights and obligations of the Issuer
hereunder under the Subordinated Notes if, after giving effect to such
assumption, no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing. Upon such an assumption, the Guarantor shall execute a
supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer and the Issuer shall be released from its liabilities
hereunder and under such Subordinated Notes as obligor on the Subordinated
Notes.


                                      18



     (b) The Guarantor shall assume all of the rights and obligations of the
Issuer hereunder with respect to the Subordinated Notes if, upon a default by
the Issuer in the due and punctual payment of the principal, premium, if any,
or interest on such Subordinated Notes, the Guarantors are prevented by any
court order or judicial proceeding from fulfilling its obligations under
Section 12.01 with respect to such Subordinated Notes. Such assumption shall
result in the Subordinated Notes becoming the direct obligations of the
Guarantor and shall be effected without the consent of the Holders of the
Subordinated Notes. Upon such an assumption, the Guarantors shall execute a
supplemental indenture evidencing their assumption of all such rights and
obligations of the Issuer, and the Issuer shall be released from its
liabilities hereunder and under such Subordinated Notes as obligor.

     Section 12.07. Agreement to Subordinate. Each Holder of any Subordinated
Note by his acceptance thereof likewise covenants and agrees that the Guarantee
shall be issued subject to the provisions of this Article; and each person
holding any Subordinated Note, whether upon original issue or upon transfer,
assignment or exchange thereof accepts and agrees that the claims of the
holders of the Subordinated Notes against the Guarantor will, in the event of a
Bankruptcy Default, be subordinated to the Guarantor's Senior Debt.

     By virtue of such subordination, payments by the Guarantor to a Noteholder
will, in the event of Bankruptcy Default, only be made after, and any set-off
by a Noteholder shall be excluded until, all obligations of the Guarantor
resulting from deposits, unsubordinated claims with respect to the repayment of
borrowed money and other unsubordinated claims have been satisfied.

     The Guarantor covenants and the Noteholders agree that the Guarantees
constitute direct, unsecured and subordinated obligations of the Guarantor, and
that the Guarantees rank pari passu among themselves and will rank at least
pari passu with all other present and future unsecured and subordinated
obligations of the Guarantor, save for those that have been accorded by law
preferential rights.

     Section 12.08. Payments To Noteholders. In the event that a Bankruptcy
Default occurs, then the holders of the Guarantor's Senior Debt shall be
entitled to receive payment in full of all amounts due or to become due on or
in respect of all the Guarantor's Senior Debt (including any interest accruing
thereon after the commencement of any such case or proceeding), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of the Guarantor's Senior Debt, before the
Noteholders are entitled to receive any payment under the Guarantee, and to
that end the holders of the Guarantor's Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or securities, including any
such payment of distribution which may be payable or deliverable by reason of
the payment of any other indebtedness


                                      19



of the Guarantor being subordinated to the payment under the Guarantee, which
may be payable or deliverable in respect of the Guarantee in any such case,
proceeding, dissolution or other winding up event.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Noteholder shall have received any payment or
distribution of assets of the Guarantor of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other
indebtedness of the Guarantor being subordinated to the payment under the
Guarantee, before all the Guarantor's Senior Debt is paid in full or payment
thereof provided for, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case
may be, such Holder, than and in such event such payment or distribution shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Guarantor for application to the payment of
all the Guarantor's Senior Debt remaining unpaid, to the extent necessary to
pay all the Guarantor's Senior Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders of the Guarantor's
Senior Debt.

     For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Guarantor as
reorganized or readjusted, or securities of the Guarantor or any other
corporation or other entity provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all the Guarantor's
Senior Debt which may at the time be outstanding to substantially the same
extent as, or to a greater extent than, under the Guarantee are pursuant to the
provisions in this Article. The consolidation of the Guarantor with, or the
merger of the Guarantor into, another legal entity or the liquidation or
dissolution of the Guarantor following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another legal
entity shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this section if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, assume
all obligations contracted by the Guarantor under the Guarantee.

     Section 12.09. No Payment When the Guarantor's Senior Debt is in Default.
Subject to the last paragraph of this Section, (a) in the event and during the
continuation of any default in the payment of principal of (or premium, if any)
or interest on any of the Guarantor's Senior Debt beyond any applicable grace
period with respect thereto (but not if such default in payment shall have been
cured or waived or shall have ceased to exist), or (b) in the event that the
holders of such of the Guarantor's Senior Debt (or a trustee on behalf of the
holders thereof) have declared such of the Guarantor's Senior Debt due and
payable prior to the date on which it would otherwise have become due and
payable by reason


                                      20



of an event of default (but not if such declaration of acceleration has been
rescinded or annulled), then no payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Guarantor
being subordinated to the payment under the Guarantee) shall be made by the
Guarantor under the Guarantee.

     In the event that, notwithstanding the foregoing, the Guarantor shall make
any payment to the Trustee or the Noteholder prohibited by the provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to
the Guarantor.

     Section 12.10. Payment Permitted in Certain Situations. Nothing contained
in this Article or elsewhere in this Indenture or in any of the Subordinated
Notes shall prevent (a) the Guarantor, at any time except in a Bankruptcy
Default, from making payments at any time under the Guarantee, or (b) the
application by the Trustee of any money deposited with it hereunder pursuant to
the Guarantee or the retention of such payment by the Holders, if, at the time
of such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

     Section 12.11. Subrogation to Rights of Holders of Guarantor's Senior
Debt. Subject to the payment in full of all the Guarantor's Senior Debt or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of the Guarantor's Senior Debt, the Noteholders
shall be subrogated to the extent of the payments or distributions made to the
holders of such of the Guarantor's Senior Debt pursuant to the provisions of
this Article (equally and ratably with the holders of indebtedness of the
Guarantor which by its express terms is subordinated to the indebtedness of the
Guarantor to substantially the same extent as the Guarantees are subordinated
to the Guarantor's Senior Debt and is entitled to like rights of subrogation)
to the rights of the holders of such of the Guarantor's Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Guarantor's Senior Debt until amounts due under the Guarantees shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Guarantor's Senior Debt of any cash, property or securities to
which the Noteholders or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of the Guarantor's Senior Debt by Noteholders or
the Trustee, shall, as among the Guarantor, its creditors other than holders of
the Guarantor's Senior Debt and the Noteholders, be deemed to be a payment or
distribution by the Guarantor to or on account of the Guarantor's Senior Debt.

     Section 12.12. Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the


                                      21



relative rights of the Noteholders on the one hand and the holders of the
Guarantor's Senior Debt on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Subordinated Notes is intended to or
shall (a) impair, as among the Guarantor, its creditors other than holders of
the Guarantor's Senior Debt and the Noteholders, the obligation of the
Guarantor, which is absolute and unconditional, to pay to the Noteholders
amounts due under the Guarantee in accordance with this Article; (b) affect the
relative rights against the Guarantor of the Noteholders and creditors of the
Guarantor other than the holders of the Guarantor's Senior Debt; or (c) prevent
the Trustee or the Noteholder from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of the Guarantor's Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

     Section 12.13. Trustee to Effectuate Subordination. Each Noteholder by his
acceptance thereof authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.

     Section 12.14. No Waiver of Subordination Provisions. No right of any
present or future holder of any of the Guarantor's Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Guarantor or by any
act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Guarantor with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

     Section 12.15. Notice to Trustee. The Guarantor shall give prompt written
notice to the Trustee of any fact known to the Guarantor which would prohibit
the making of any payment to or by the Trustee under the Guarantee.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Guarantee, unless and until the Trustee shall have received
written notice thereof from the Guarantor or a holder of the Guarantor's Senior
Debt or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 5.01, shall
be entitled in all respects to assume that no such facts exist.

     Subject to the provisions of Section 5.01, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of the Guarantor's Senior Debt (or a trustee therefor)
to establish that such notice has been given by a holder of the Guarantor's
Senior Debt (or a


                                      22



trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of the Guarantor's Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of the Guarantor's Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     Section 12.16. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Guarantor referred to
in this Article, the Trustee, subject to the provisions of Section 5.01, and
the Noteholders shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Noteholders, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of the Guarantor's Senior Debt and other indebtedness of the Guarantor,
the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

     Section 12.17. Trustee Not Fiduciary for Holders of the Guarantor's Senior
Debt. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of the Guarantor's Senior Debt and shall not be liable to any such holders or
creditors if it shall in good faith pay over or distribute to Noteholders or to
the Guarantor or to any other Person cash, property or securities to which any
holders of the Guarantor's Senior Debt shall be entitled by virtue of this
Article or otherwise.

     Section 12.18. Rights of Trustee as Holder of the Guarantor's Senior Debt;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any of
the Guarantor's Senior Debt which may at any time be held by it, to the same
extent as any other holder of the Guarantor's Senior Debt and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.08.

     Section 12.19. Article Applicable to Paying Agents.


                                      23



     In case at any time any paying agent other than the Trustee shall have
been appointed by the Issuer and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such paying agent within
its meaning as fully for all intents and purposes as if such paying agent were
named in this Article in addition to or in place of the Trustee."

     Section 2.31. Schedule 1.

     The following paragraph 15 is hereby inserted following the last paragraph
of Schedule 1 of the Base Indenture.

     "15 Guarantee

     The Subordinated Notes are fully and unconditionally guaranteed as to
principal, premium and interest by the Guarantor in accordance with the terms
of the Indenture."

     Section 2.32. Schedule 2.

     The following paragraph is hereby inserted immediately prior to the
signature pages in Part I and Part II of Schedule 2 of the Base Indenture:

     "This Global Note is fully and unconditionally guaranteed as to principal,
premium and interest by the Guarantor in accordance with the terms of the
Indenture."


                                      24



                                   ARTICLE 3
                                 MISCELLANEOUS

     Section 3.01. Effect Of Supplemental Indenture. Upon the execution and
delivery of this First Supplemental Indenture by each of the Issuer, the
Guarantor, and the Trustee, the Base Indenture shall be supplemented in
accordance herewith, and this First Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Subordinated Notes
hereafter authenticated and delivered under the Indenture shall be bound
thereby.

     Section 3.02. Confirmation Of Indenture. The Base Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Base Indenture, First Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument. This First Supplemental Indenture
constitutes an integral part of the Base Indenture. In the event of a conflict
between the terms and conditions of the Base Indenture and the terms and
conditions of this First Supplemental Indenture, the terms and conditions of
this First Supplemental Indenture shall prevail.

     Section 3.03. Concerning The Trustee. The Trustee assumes no duties,
responsibilities or liabilities by reason of this First Supplemental Indenture
other than as set forth in the Base Indenture. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture. The recitals and statements herein are deemed to be those of the
Issuer and the Guarantor and not of the Trustee.

     Section 3.04. Governing Law. This First Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State.

     Section 3.05. Separability. In case any provision contained in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     Section 3.06. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                            [Signature Pages Follow]


                                      25



                                                                 EXECUTION COPY


     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.


                                        ABN AMRO BANK N.V.


                                        By: /s/ R. Smit
                                           -------------------------------------
                                           Name:  R. Smit
                                           Title:


                                        By: /s/ Arjo Blok
                                           -------------------------------------
                                           Name:  Arjo Blok
                                           Title:





                                        ABN AMRO HOLDING N.V.


                                        By: /s/ R.W.J. Groenink
                                           -------------------------------------
                                           Name:  R.W.J. Groenink
                                           Title: Chairman of the Managing Board


                                        By: /s/ T. De Swaan
                                           -------------------------------------
                                           Name:  T. De Swaan
                                           Title: Member of the Managing Board




                                        THE BANK OF NEW YORK


                                        By: /s/ Paul Pereira
                                           -------------------------------------
                                           Name:  Paul Pereira
                                           Title: AVP

EX-5.1

                                                                    EXHIBIT 5.1



                                                     February 5, 2004


ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands

Ladies and Gentlemen:

     We have acted as special counsel to ABN AMRO Bank N.V., a public limited
liability company incorporated in The Netherlands (the "Company") and ABN AMRO
Holding N.V., a public limited liability company incorporated in The
Netherlands ("the Guarantor"), in connection with the registration statement
(File No. 333-108304) as amended (the "Registration Statement"), filed by the
Company and the Guarantor relating to the Company's offer (the "Exchange
Offer") to exchange its 4.65% Subordinated Notes due 2018 (the "New
Subordinated Notes") for any and all of its outstanding 4.65% Subordinated
Notes due 2018 (the "Old Subordinated Notes"). The Old Subordinated Notes were
issued, and the New Subordinated Notes are to be issued, pursuant to the
provisions of an Indenture dated as of June 2, 2003 (as amended, the
"Indenture") among the Company and The Bank of New York as Trustee (the
"Trustee"), as amended by a First Supplemental Indenture (the "First
Supplemental Indenture") dated as of February 3, 2004 among the Company, the
Guarantor and the Trustee. The Company's payment obligations under the New
Subordinated Notes will be guaranteed (the "Guarantees") under the Indenture,
as amended by the First Supplemental Indenture, by the Guarantor.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
the purpose of rendering this opinion.

     Upon the basis of the foregoing, we are of the opinion that, assuming the
Indenture has been duly authorized, executed and delivered by the Company in
accordance with Dutch law and the First Supplemental Indenture has been duly
authorized, executed and delivered by the Company and the Guarantor in
accordance with Dutch law, and assuming that each of the Company, the Guarantor
and the Trustee has full power, authority and legal right to enter into and
perform its obligations under the Indenture and the First Supplemental
Indenture:





     (i) The New Subordinated Notes, when duly executed, authenticated and
delivered in exchange for the Old Subordinated Notes in accordance with the
terms of the Indenture and the Exchange Offer, will be valid and binding
obligations of the Company enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally and equitable principles of general applicability.

     (ii) The Guarantees, when the New Subordinated Notes have been duly
executed, authenticated and delivered in exchange for the Old Subordinated
Notes in accordance with the terms of the Indenture and the Exchange Offer,
will be valid and binding obligations of the Guarantor enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and equitable principles of general
applicability.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the Prospectus contained
in such Registration Statement.

     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that The Bank of New York as Exchange Agent for the Exchange
Offer, may rely upon this opinion as if it were addressed directly to it.

                               Very truly yours,

                               Davis Polk & Wardwell

EX-5.2

                                                                    EXHIBIT 5.2


                                                        Apollolaan 15
                                                        1077 AB  Amsterdam

                                                        P.O. Box 75440
                                                        1070 AK  Amsterdam

                                                        Tel: +31 (0)20 674 1000
                                                        Fax: +31 (0)20 674 1111

                                                        www.allenovery.com

To:    ABN AMRO Bank N.V.
       250 Bishopsgate
       London EC2M 4AA
       United Kingdom

Amsterdam,           5 February 2004
Our Ref              WJH/RMB/AMBA:33252.5

Dear Sirs, Madam,

Re:  ABN AMRO Bank N.V. $500,000,000 4.65% Subordinated Notes due 2018

1.   We have acted as legal advisers in the Netherlands to ABN AMRO Bank N.V.
     (the "Company") in connection with the Company's offer (the "Exchange
     Offer") to issue 4.65% Subordinated Notes due 2018 (the "Notes") in
     exchange for any and all of its outstanding 4.65% Subordinated Notes due
     2018 (the "Old Notes"). The Company's payment obligations under the Notes
     will be guaranteed (the "Guarantee") by ABN AMRO Holding N.V. (the
     "Guarantor"). A Global Note (the "Global Note") will be executed to
     constitute the Notes.

     Capitalised terms defined in the purchase agreement dated 23 May 2003
     between the Company and the initial purchasers named therein have the same
     meaning when used in this opinion unless the context requires otherwise.

     References to the Notes include, where the context so permits, references
     to the Global Note (as referred to above).

2.   We have examined:


     (a)  a faxed copy of an executed indenture dated 2 June 2003 between the
          Company and the Trustee named therein (the "Indenture"), with
          attached thereto, inter alia:
              -   the Terms and Conditions of the Notes;
              -   the form of Global Note and the form of Definitive Note;



 A list of names of partners and their professional qualifications is open to
     inspection at the above office. The partners are either solicitors or
                          registered foreign lawyers.

AMSTERDAM ANTWERP BANGKOK BEIJING BRATISLAVA BRUSSELS BUDAPEST DUBAI FRANKFURT
 HAMBURG HONG KONG LONDON LUXEMBOURG MADRID MILAN MOSCOW NEW YORK PARIS PRAGUE
                    ROME SINGAPORE TIRANA TOKYO TURIN WARSAW





     (b)  a faxed copy of an executed first supplemental indenture between the
          Company, the Guarantor and the Trustee dated 3 February 2004 to the
          indenture mentioned in (a) above (the "First Supplemental Indenture",
          which term includes the Guarantee given therein by the Guarantor);

     (c)  a print of an electronic copy in PDF form of the Registration
          Statement filed with the SEC on 28 August 2003 and of the amended
          Registration Statement to be filed with the SEC on 5 February 2004
          (together, the "Registration Statement");

     (d)  a faxed copy of an excerpt of the registration of the Company in the
          relevant Trade Register (the "Trade Register") dated 30 May 2003 and
          confirmed by telephone by the Trade Register to be correct on the
          date hereof in all respects relevant for this opinion and a faxed
          copy of an excerpt of the registration of the Guarantor in the
          relevant Trade Register dated the date hereof (together the
          "Excerpts");

     (e)  a faxed copy of the articles of association (statuten) of the Company
          and of the Guarantor as, according to the Excerpts, last amended on
          17 May 2001 and 26 May 2003, respectively, and deposited with the
          Trade Register as being in force on the date hereof (in each case the
          "Articles");

     (f)  a scanned copy of a proposal of the Managing Board (raad van bestuur)
          to the Supervisory Board (raad van commissarissen) of the Company
          dated 17 January 2003, stated to be accepted by resolution of the
          Supervisory Board at its meeting of 17 January 2003, signed by A.A.
          Loudon, Chairman of the Supervisory Board, and H. Duijn, Secretary,
          and a certificate of an extract from the minutes of a meeting of the
          Supervisory Board of the Company held on 17 January 2003, signed by
          H. Duijn, secretary to the Managing Board, relating to issues of
          debentures of the Company;

     (g)  a scanned copy of an extract from the minutes of a meeting of the
          Managing Board of the Company held on 11 September 2001, signed by H.
          Duijn, secretary to the Managing Board, delegating, subject to
          conditions, the authority to issue debentures of the Company to the
          Directorate Group Asset & Liability Management of Corporate Center;

     (h)  a scanned copy of a resolution on behalf of the Directorate Group
          Asset & Liability Management to issue the Notes, dated 30 May 2003;

     (i)  a scanned copy of certain pages of the signature book of the Company
          (the "Signature Book").


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     We have not examined any other agreement, deed or document entered into by
     or affecting the Company or the Guarantor or any other corporate records
     of the Company or the Guarantor and have not made any other inquiry
     concerning them.

     The Indenture and the First Supplemental Indenture are collectively
     referred to as the "Agreements".

3.   We assume:

     (a)  the genuineness of all signatures;

     (b)  the authenticity and completeness of all documents submitted to us as
          originals and the completeness and conformity to originals of all
          documents submitted to us as copies;

     (c)  that the documents referred to in paragraph 2 above (other than the
          Agreements, including the Guarantee) were at their date, and have
          through the date hereof remained, accurate and in full force and
          effect and that the Agreements (including the Guarantee) have through
          the date hereof remained in existence in the form in which they were
          presented to us;

     (d)  that each of the Company and the Guarantor has not been dissolved
          (ontbonden), granted a moratorium (surseance verleend), submitted to
          an emergency regulation (noodregeling) or declared bankrupt (failliet
          verklaard) (although not constituting conclusive evidence thereof,
          this assumption is supported by (a) the contents of the Excerpts and
          (b) information obtained by telephone today from the insolvency
          office (afdeling insolventie) of the court in Amsterdam);

     (e)  that the resolutions and approvals of the Managing Board and the
          Supervisory Board of the Company referred to in paragraph 2(f) and
          (g) above have been made or given with due observance of the
          provisions of the articles of association of the Company relating to
          the convening of meetings and the making of resolutions as in force
          at the time and that any conditions contained in the resolutions or
          approvals have been and will be complied with, and that the document
          referred to in paragraph 2(h) above constitutes a due authorisation
          on behalf of the Directorate Group Asset & Liability Management of
          Corporate Center of the Company;


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     (f)  that the Agreements have been executed and delivered on behalf of the
          Company by persons duly authorised to do so under a valid power of
          attorney; although not constituting conclusive evidence thereof, this
          assumption is supported by the contents of the Signature Book, which
          indicate that any two of C.A. Alvarez Baptista, A.J. Blok, H. Filali
          and R. Smit acting together are authorised to represent the Company;

     (g)  that the Agreements (including the Guarantee) constitute legal,
          valid, binding and enforceable obligations of the Company and the
          Guarantor, as applicable, and the Notes will constitute legal, valid,
          binding and enforceable obligations of the Company, in each case in
          accordance with their terms under New York law (this assumption does
          not apply to the subordination provision in the Terms and Conditions
          of the Notes);

     (h)  that, insofar as any obligation of the Company or the Guarantor under
          the Agreements (including the Guarantee) or the Notes falls to be
          performed in, or is otherwise affected by the laws of, any
          jurisdiction other than the Netherlands, its performance would not be
          illegal or ineffective under the laws of that jurisdiction;

     (i)  that any law, other than Dutch law, which may apply to the Notes or
          the Agreements (including the Guarantee) (or the transactions
          contemplated by the Agreements) or to any power of attorney issued by
          the Company or the Guarantor would not be such as to affect any
          conclusion stated in this opinion;

     (j)  that the Notes will be issued in the forms referred to above in
          compliance with the Agreements and with terms and conditions that
          conform to the Terms and Conditions of the Notes referred to above;

     (k)  that the Notes have been or will shortly be admitted to listing on
          the official segment of the stock market of Euronext Amsterdam.

4.   This opinion is limited to the laws of the Netherlands currently in force
     (unpublished case law not included) excluding tax law (except as
     specifically referred to herein), the laws of the EU (insofar as not
     implemented in Dutch law or directly applicable in the Netherlands) and
     competition or procurement laws.

     We express no opinion as to matters of fact. We assume that there are no
     facts not disclosed to us which would affect the conclusions in this
     opinion.


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     This opinion is limited to the Agreements (including the Guarantee) and
     does not relate to any other agreement or matter. Nothing in this opinion
     should be taken as expressing an opinion in respect of any representation,
     warranty or other statement contained in the Agreements (including the
     Guarantee).

5.   Based on the foregoing and subject to the qualifications set out below, we
     are of the opinion that:

     (a)  Status Each of the Company and the Guarantor is duly incorporated and
          validly existing as a public company with limited liability (naamloze
          vennootschap) under Dutch law.

     (b)  Powers and authority The Company and the Guarantor have the corporate
          power and authority to enter into the Agreements (including the
          Guarantee) and perform the obligations expressed to be assumed by
          them under the Agreements (including the Guarantee). The Company has
          the corporate power and authority to issue the Notes and perform the
          obligations expressed to be assumed by it under the Notes and has
          taken all necessary corporate action to authorise the execution and
          delivery of the Agreements and the Notes.

     (c)  Due execution The Agreements (including the Guarantee) have been duly
          executed and delivered by the Company and the Guarantor. When a Note
          is executed and delivered on behalf of the Company by any two members
          of the Managing Board (raad van bestuur) of the Company acting
          jointly or by a person or persons duly authorised to do so under a
          valid power of attorney, the Note will have been duly executed and
          delivered by the Company.

     (d)  Application of proper law The choice of New York law as the law
          governing the Agreements (including the Guarantee) and the Notes
          (with the exception of the subordination provision in the Terms and
          Conditions of the Notes) would be upheld as a valid choice of law by
          Dutch courts and applied by those courts in proceedings in relation
          to the Agreements (including the Guarantee) and the Notes as the
          governing law thereof, except (i) to the extent that any term of the
          Agreements (including the Guarantee) or the Notes or any provision of
          New York law applicable to the Agreements (including the Guarantee)
          or the Notes is manifestly incompatible with Dutch public policy and
          (ii) that mandatory provisions of Dutch law may be given effect if
          and insofar as under Dutch law those provisions must be applied
          irrespective of the chosen law.


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     (e)  Legal validity Subject (except with respect to the subordination
          provision in the Term and Conditions of the Notes) to the opinion
          given under (d) above, and (with respect to the Notes) subject to the
          opinion given under (c) above, the Agreements (including the
          Guarantee) and the Notes would be treated by Dutch courts as
          constituting legal, valid, binding and enforceable obligations of the
          Company and the Guarantor, as applicable, in accordance with their
          terms, and the Agreements (including the Guarantee) and the Notes are
          in proper form for their enforcement in Dutch courts.

     (f)  Non-conflict with laws The execution by the Company and the Guarantor
          of the Agreements (including the Guarantee) and the issue by the
          Company of the Notes do not, and the performance by the Company or
          the Guarantor of the terms of the Agreements (including the
          Guarantee) and the Notes, as applicable, will not, conflict with or
          result in a violation of (i) any provision of the relevant Articles
          or (ii) the provisions of any published law, rule or regulation of
          general application of the Netherlands.

     (g)  Consents No authorisations, approvals, consents, licences,
          exemptions, filings, registrations, notarisations or other
          requirements of governmental, judicial or public bodies or
          authorities of or in the Netherlands are required in connection with
          the Company's or the Guarantor's entry into of the Agreements
          (including the Guarantee), the Company's issue of the Notes, the
          Company's or the Guarantor's performance of the Agreements (including
          the Guarantee) or the Notes, as applicable, or for their validity or
          enforceability against the Company or the Guarantor, except that (a)
          there are notice requirements to the Dutch Central Bank pursuant to
          the Act on Foreign Financial Relations (Wet financiele betrekkingen
          buitenland) 1994 and regulations promulgated thereunder and (b) there
          are notice requirements to the Netherlands Authority for the
          Financial Markets (Autoriteit Financiele Markten, the "AFM") pursuant
          to article 46b of the Securities Transactions Supervision Act 1995
          (Wet toezicht effectenverkeer 1995, the "STSA"). Failure to observe
          the notice requirements referred to under (a) and (b) does not affect
          the validity or enforceability of the Agreements (including the
          Guarantee) or the Notes. Any Initial Purchaser wishing to offer Notes
          in the Netherlands must either be licensed or exempt under articles 7
          through 10 inclusive of the STSA.

     (h)  No immunity Each of the Company and the Guarantor is subject to civil
          and commercial law with respect to its obligations under the
          Agreements (including the Guarantee) and the Notes, as applicable,
          the entry into and performance of the Agreements (including the
          Guarantee) and the Notes by the Company and the


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          Guarantor, as applicable, constitute private and commercial acts and
          neither the Company nor any of its assets nor the Guarantor nor any
          of its assets located in the Netherlands enjoys any right of immunity
          from set-off, suit, attachment prior to judgement, execution or other
          legal process in respect of its obligations under the Agreements
          (including the Guarantee) or the Notes except if and to the extent
          such assets are designated for the public service.

     (i)  Submission to jurisdiction The submission to jurisdiction of the New
          York courts by the Company and the Guarantor is valid and binding and
          not subject to revocation. This submission does not preclude that
          claims for provisional measures in summary proceedings may be brought
          before a competent Dutch court.

     (j)  Enforcement of foreign judgements In the absence of an applicable
          treaty between the United States and the Netherlands, a judgement
          rendered by a court in New York (the "Foreign Court") will not be
          enforced by Dutch courts. In order to obtain a judgement which is
          enforceable in the Netherlands, the claim must be relitigated before
          a competent Dutch court. If and to the extent that the Dutch court
          finds that the jurisdiction of the Foreign Court has been based on
          grounds which are internationally acceptable and that proper legal
          procedures have been observed, the Dutch court would, in principle,
          give binding effect to the final judgement of the Foreign Court
          unless such judgement contravenes principles of Dutch public policy.

     (k)  Taxation The statements in Registration Statement under the captions
          "Material Netherlands Tax Consequences of the Exchange Offer" and
          "Netherlands Taxation" constitute an accurate summary of the Dutch
          tax matters described therein.

6.   This opinion is subject to the following qualifications:

     (a)  The opinions set forth in paragaphs 5(b), (c), (e) and (f) are
          limited by all bankruptcy (faillissement), moratorium (surseance van
          betaling), emergency regulation (noodregeling), fraudulent conveyance
          (Actio Pauliana) or similar laws affecting creditors' rights
          generally.

     (b)  As used in this opinion, the term "enforceable" means that the
          obligations referred to are of a type enforced by Dutch courts. It is
          not certain, however, that each such obligation will be enforced in
          accordance with its terms in every circumstance, the enforcement
          being subject, inter alia, to the nature of the


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          available remedies. We do not express any opinion as to whether
          specific performance or injunctive relief would be available in
          respect of any obligations of the Company or the Guarantor under the
          Agreements (including the Guarantee) or the Notes.

     (c)  To the extent Dutch law applies to the Agreements (including the
          Guarantee) or the Notes, the opinions set forth in paragraphs 5(e)
          and (f) may be affected by the general defences available to obligors
          under Dutch law in respect of the validity and enforceability of
          contractual obligations.

     (d)  The enforcement in the Netherlands of the Agreements (including the
          Guarantee) or the Notes and foreign judgements will be subject to the
          rules of civil procedure as applied by Dutch courts.

     (e)  A Dutch court may decline jurisdiction if concurrent proceedings are
          being brought elsewhere.

     (f)  Under Dutch law, each power of attorney (volmacht) or mandate
          (lastgeving), whether or not irrevocable, granted by the Company or
          the Guarantor, will terminate by force of law and without notice,
          upon bankruptcy of the Company or the Guarantor and cease to have
          effect upon the Company or the Guarantor having been granted a
          moratorium. This qualification would also apply to the extent that
          the appointment by the Company or the Guarantor of a process agent
          were to be deemed to constitute a power of attorney or a mandate.

     (g)  It is uncertain under Dutch conflicts of laws rules whether the
          transfer of title to or ownership of a Note would be governed by the
          chosen law, the law of the country in which the Note is situated or
          the law governing the contract between the transferor and the
          transferee. To the extent that Dutch law would apply to the transfer
          of title to or ownership of a Note, title shall pass by delivery
          (levering) pursuant to a valid agreement (geldige titel) by a
          transferor who has power to pass title to the Note
          (beschikkingsbevoegdheid).

     (h)  To the extent that Dutch law is applicable to the Notes or any
          transfer thereof, any provision that the bearer of a Note may be
          treated as the absolute owner thereof may not be enforceable in all
          circumstances.

     (i)  If a facsimile signature is used for the Notes, each signatory should
          consent to such use of his or her signature and evidence of such
          consent may be required for the enforcement of the Notes in the
          Netherlands. If a Note is executed by affixing


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          thereto the facsimile signature of a person who no longer holds
          office on the actual issue date of the Note, it may be necessary for
          the enforcement of the Note in the Netherlands that the holder
          thereof presents both the Note and a copy of the Indenture or other
          agreement of the Company or the Guarantor to also be bound in such
          circumstances and evidence of the consent of the signatory.

     (j)  A provision which stipulates that certain documents constitute
          conclusive evidence may not be enforceable in all circumstances.

7.   In this opinion, Dutch legal concepts are expressed in English terms and
     not in their original Dutch terms. The concepts concerned may not always
     be identical to the concepts described by the English terms as such terms
     may be understood under the laws of other jurisdictions. This opinion is
     given on the express basis, accepted by each person who is entitled to
     rely on it, that this opinion and all rights, obligations or liability in
     relation to it are governed by Dutch law and that any action or claim in
     relation to it can only be brought exclusively before the courts of
     Amsterdam, the Netherlands.

8.   This opinion is given exclusively in connection with the Agreements
     (including the Guarantee) and the Notes and for no other purpose. This
     opinion is given for the sole benefit of ABN AMRO Bank N.V., and may not
     be relied upon by any other person without our prior written consent,
     except that you may give a copy to the Trustee who may rely on it as if it
     was also addressed to it on the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
     Registration Statement. We also consent to the reference to us under the
     caption "Legal Matters" in the Prospectus contained in such Registration
     Statement.


Yours faithfully,


Allen & Overy