Obligation NatWest Global Markets N.V. 0% ( XS0140112938 ) en USD

NatWest Global Markets N.V.

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XS0140112938 ( en USD )

04/12/2002 - Obligation échue

Prospectus brochure de l'obligation NATWEST MARKETS N.V XS0140112938 en USD 0%, échue

NatWest Markets N.V. est une filiale de NatWest Group plc, opérant en tant qu'entité juridique distincte offrant des services de marchés de capitaux, notamment la banque d'investissement, le trading et la gestion des risques.

L'Obligation émise par NatWest Global Markets N.V. ( Pays-bas ) , en USD, avec le code ISIN XS0140112938, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/12/2002

PROSPECTUS DATED 20 February 2003
ABN AMRO Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
Equity Linked Instrument Programme

Under this Equity Linked Instrument Programme (the "Programme"), ABN AMRO Bank N.V. (the
"Issuer"), acting through its London branch, may from time to time issue Notes ("Notes") and
Certificates ("Certificates" and, together with Notes, "Instruments"). Instruments may be issued in
any currency agreed between the Issuer and the relevant Dealer (as defined below).

Each issue of Notes will be issued on the terms set out herein which are relevant to such Notes under
"Terms and Conditions of the Notes" (the "Note Conditions") and on such additional terms as will be
set out in a pricing supplement (the "Note Pricing Supplement"). Each issue of Certificates will be
issued on the terms set out herein which are relevant to such Certificates under "Terms and Conditions
of the Certificates" (the "Certificate Conditions" and, together with the Note Conditions, the
"Conditions") and on such additional terms as will be set out in a Pricing Supplement (the
"Certificate Pricing Supplement", a Certificate Pricing Supplement and a Note Pricing Supplement,
being each a "Pricing Supplement"). With respect to Instruments which are to be listed on a stock
exchange, the applicable Pricing Supplement will be delivered to such stock exchange on or prior to
the date of listing of such Instruments. Notice of the aggregate nominal amount of Notes, interest (if
any) payable in respect of Notes, the issue price of Notes, details of any Reference Item(s) and any
other terms and conditions not contained herein which are applicable to each Tranche of Notes will be
set forth in the Note Pricing Supplement. Notice of the specific designation of Certificates, the
aggregate number and type of Certificates, the date of issue of Certificates, the issue price of
Certificates, details of any Reference Item(s) and any other terms and conditions not contained herein
which are applicable to each Tranche of Certificates will be set forth in the Certificate Pricing
Supplement.

Instruments will be issued on a continuing basis to ABN AMRO Bank N.V. as the initial Dealer (the
"Initial Dealer") and any additional Dealer appointed under the Programme from time to time, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the
"Dealers"). The Dealer or Dealers with whom the Issuer agrees or proposes to agree on the issue of
any Instruments is or are referred to as the "relevant Dealer" in respect of those Instruments. The
Issuer may agree with the relevant Dealer that Instruments may be issued in a form not contemplated
by the Conditions, in which case a supplementary Prospectus, if appropriate, will be made available
which will describe the effect of the agreement reached in relation to such Instruments.

Certificates will be, and payment of principal and/or interest in relation to certain issues of
Notes may be, linked to the performance of one or more equity securities and/or one or more
indices (each a "Reference Item"). A relatively small movement in the value of a Reference
Item could result in a disproportionately large movement in the value of the relevant
Instruments, including the amounts payable on such Instruments being zero. Prospective
investors are warned that an investment in Instruments is not risk free and that the price of
Instruments may fall in value as rapidly as it may rise and holders may sustain a loss (in whole
or in part) on their investment. Prospective purchasers of any Instruments should ensure that
they understand the nature of the Instruments which they are considering purchasing and the
extent of their exposure to risk and that they consider the suitability of the relevant Instruments
as an investment in the light of their own circumstances and financial condition.

In relation to Certificates, and an issue of Notes where payments of principal and/or interest is
linked to a Reference Item, prospective investors should be experienced with respect to
transactions in equity securities or based on an index or indices and in securities with a value
derived from underlying equity securities including the relevant Reference Item(s). Prospective
investors should understand the risks of transactions involving such Instruments and should
reach an investment decision only after careful consideration, with their advisers, of the
suitability of investing in such Instruments in light of their particular financial circumstances
and their particular investment considerations (see "Investment Considerations").

The Notes of each Tranche will initially be represented by either a Temporary Global Note, a
Permanent Global Note, a Regulation S Global Note, a Restricted Global Note and/or Definitive
Registered Notes, as indicated in the applicable Note Pricing Supplement. The Certificates of each
Tranche will initially be represented by either a Temporary Global Certificate, a Permanent Global
Certificate, a Regulation S Global Certificate, a Restricted Global Certificate and/or Definitive
Registered Certificates, as indicated in the applicable Certificate Pricing Supplement.

Application has been made to the Luxembourg Stock Exchange for Instruments issued during the
period of 12 months from the date of this Prospectus to be listed on the Luxembourg Stock Exchange.
Instruments may also be listed on any other stock exchange specified in the applicable Pricing
Supplement. The Issuer may also issue unlisted Instruments.
Arranger
ABN AMRO
Initial Dealer
ABN AMRO
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Subject as set out below, the Issuer accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable
care to ensure that such is the case) the information contained in this Prospectus is in accordance with
the facts and does not omit anything likely to affect the import of such information

The applicable Pricing Supplement will (if applicable) specify the nature of the responsibility taken
by the Issuer for the information relating to any Reference Item(s) to which the relevant Instruments
relate and which is contained in such Pricing Supplement. However, unless otherwise expressly
stated in a Pricing Supplement, any information contained therein relating to a Reference Item will
only consist of extracts from, or summaries of, information contained in financial and other
information released publicly by the issuer, owner or sponsor, as the case may be, of such Reference
Item. The Issuer will, unless otherwise expressly stated in the applicable Pricing Supplement, accept
responsibility for accurately reproducing such extracts or summaries (insofar as it is applicable) but
the Issuer will not accept any further or other responsibility in respect of such information.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated in and form part of this
Prospectus.

No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Prospectus or any other information supplied in connection with the
Programme and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any Dealer.

Neither this Prospectus nor any other information supplied in connection with the Programme (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any Dealer that any recipient of this Prospectus or any other
information supplied in connection with the Programme should purchase any Instruments.
Accordingly, no representation, warranty or undertaking, express or implied, is made by any Dealer in
its capacity as such. Each investor contemplating purchasing any Instruments should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and, if relevant, of an investment linked to the relevant Reference
Item(s). Neither this Prospectus nor any other information supplied in connection with the
Programme constitutes an offer or invitation by or on behalf of the Issuer or any Dealer to any person
to subscribe for or to purchase any Instruments.

All Instruments will be obligations solely of the Issuer.

Neither the delivery of this Prospectus nor the offering, sale and delivery of Instruments shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. No Dealer expressly undertakes to review the financial condition or affairs of the Issuer during
the life of the Programme. Investors should review, inter alia, the most recent financial statements of
the Issuer when deciding whether or not to purchase any Instruments.

Distribution of this Prospectus and the offer or sale of Instruments may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Instruments come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Instruments in Hong Kong, The Netherlands,
the United Kingdom and the United States (see "Sale Restrictions" below).

3

The Instruments have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States, and certain of the Instruments are subject to U.S. tax law
requirements. Subject to certain exceptions, Instruments may not be offered, sold or delivered within
the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under
the Securities Act ("Regulation S") (see "Sale Restrictions" below).

This Prospectus has been prepared by the Issuer for use in connection with the offer and sale of
Instruments in reliance upon Regulation S outside the United States to non-U.S. persons and, with
respect to Instruments in registered form only, within the United States (1) in reliance upon Rule
144A under the Securities Act ("Rule 144A") to qualified institutional buyers within the meaning of
Rule 144A ("QIBs") or (2) to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act) ("Institutional Accredited Investors") pursuant to Section 4(2) of
the Securities Act or in transactions otherwise exempt from registration. Prospective purchasers are
hereby notified that sellers of the Instruments may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

All references in this document to "U.S.$" refer to United States dollars, those to "NLG" refer to
Netherland guilders, those to "Sterling" refer to pounds sterling and those to "euro" and "EUR" refer
to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended by the Treaty on European
Union and as amended by the Treaty of Amsterdam.
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CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 6
AVAILABLE INFORMATION .......................................................................................................................... 7
INVESTMENT CONSIDERATIONS ................................................................................................................ 8
FORM OF THE NOTES.................................................................................................................................... 11
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 26
FORM OF THE CERTIFICATES ................................................................................................................... 63
TERMS AND CONDITIONS OF THE CERTIFICATES ............................................................................. 74
USE OF PROCEEDS ......................................................................................................................................... 98
BOOK-ENTRY CLEARANCE SYSTEMS ..................................................................................................... 99
SUMMARY OF PROVISIONS RELATING TO DEFINITIVE REGISTERED INSTRUMENTS ........ 103
NOTICE TO PURCHASERS AND HOLDERS OF RESTRICTED INSTRUMENTS AND
TRANSFER RESTRICTIONS ........................................................................................................................ 104
ABN AMRO BANK N.V. ................................................................................................................................. 112
GENERAL TAXATION INFORMATION ................................................................................................... 155
SALE RESTRICTIONS ................................................................................................................................... 156
GENERAL INFORMATION .......................................................................................................................... 160

5

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:

(a)
the Articles of Association of the Issuer;

(b)
the publicly available audited annual financial statements for the three most recent years and
the most recently published consolidated and unaudited interim financial statements of the
Issuer;

(c)
the publicly available audited annual financial statements for the three most recent years and
the most recently published consolidated and unaudited interim financial statement of ABN
AMRO Holding N.V.;

(d)
the periodic reports and other information filed by ABN AMRO Holding N.V. with the
United States Securities and Exchange Commission pursuant to the informational reporting
requirements of the United States Securities Exchange Act of 1934 (the "Exchange Act");

(e)
all supplements to this Prospectus circulated by the Issuer from time to time; and

(f)
with respect to any Instruments, the applicable Pricing Supplement,

save that any statement contained herein or in a document which is incorporated by reference herein
shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a
statement contained in any such subsequent document which is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise).

The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which
are incorporated herein by reference. Written or oral requests for such documents should be directed
to the Issuer at its registered office set out at the end of this Prospectus. In addition, if and for so long
as any Instruments are listed on the Luxembourg Stock Exchange, such documents will be available,
free of charge, from the principal office in Luxembourg of ABN AMRO Bank (Luxembourg) S.A.

The Issuer will, in connection with the listing of the Instruments on the Luxembourg Stock Exchange,
so long as any Note remains outstanding and listed on such exchange, in the event of a material
adverse change in the financial condition of the Issuer which is not reflected in this Prospectus,
prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any
subsequent issue of Instruments to be listed on the Luxembourg Stock Exchange. If the terms of this
Programme are modified or amended in a manner which would make this Prospectus inaccurate or
misleading, a new Prospectus will be prepared.

6

AVAILABLE INFORMATION

To permit compliance with Rule 144A under the Securities Act in connection with sales of any
Instruments, Receipts (as defined below) or Coupons (as defined below), the Issuer has undertaken in
a deed poll dated 20 February 2003 (the "Deed Poll") to furnish, upon the request of a holder of such
Instruments, Receipts or Coupons, or a beneficial owner of an interest therein to such holder or
beneficial owner or to a prospective purchaser designated by such holder or beneficial owner, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act, if at the time of
the request, the Issuer is neither a reporting company under Section 13 or Section 15(d) of the
Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
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INVESTMENT CONSIDERATIONS

The purchase of Instruments may involve substantial risks and is suitable only for investors who have
the knowledge and experience in financial and business matters necessary to enable them to evaluate
the risks and the merits of an investment in Instruments. Prior to making an investment decision,
prospective investors should consider carefully, in light of their own financial circumstances and
investment objectives, (i) all the information set forth in this Prospectus and, in particular, the
considerations set forth below and (ii) all the information set forth in the applicable Pricing
Supplement. Prospective purchasers should make such inquiries as they deem necessary without
relying on the Issuer, the Arranger or any Dealer.

An investment in Instruments linked to one or more Reference Items may entail significant risks not
associated with similar investments in a conventional debt security.

An investment in Instruments linked to one or more Reference Items may bear the market risk similar
to a direct equity investment and investors are cautioned to take advice accordingly.

An investment in Instruments may entail significant risks, which may include, among others, interest,
foreign exchange and time value and political risks. Purchasers should be prepared to sustain a total
loss of the purchase price of their Instruments. Prospective purchasers of Instruments should be
experienced and should understand the risks of transactions involving the relevant Instruments.

The value of Instruments linked to one or more Reference Items may mirror or track the performance
of the relevant Reference Item Purchasers of Instruments risk losing all or a part of their investment if
the value of the relevant Reference Item does not move in the anticipated direction. The risk of the
loss of some or all of the purchase price of such an Instrument upon maturity means that, in order to
recover and realise a gain upon the original investment, a purchaser of such an Instrument must
generally be correct about the direction, timing and magnitude of an anticipated change in the value of
the relevant Reference Item(s).

The only means through which a holder can realise value from an Instrument prior to the Maturity
Date or Final Redemption Amount Payment Date, as the case may be, in relation to such Instrument is
to sell at its then market price in an available secondary market.

In the ordinary course of their business, including without limitation in connection with their market
making activities, the Issuer and/or any of its affiliates may effect transactions for their own account
or for the account of their customers and hold long or short positions in the Reference Item(s) or
related derivatives. In addition, in connection with the offering of any Instruments, the Issuer and/or
any of its affiliates may enter into one or more hedging transactions with respect to the Reference
Item(s) or related derivatives. In connection with such hedging or market-making activities or with
respect to proprietary or other trading activities by the Issuer and/or any of its affiliates, the Issuer
and/or any of its affiliates may enter into transactions in the Reference Item(s) or related derivatives
which may affect the market price, liquidity or value of such Instruments and which could be deemed
to be adverse to the interests of the holders of such Instruments.

There can be no assurance as to how any Instruments will trade in the secondary market or whether
such market will be liquid or illiquid. Application may be made to list Instruments on a stock
exchange, as indicated in the applicable Pricing Supplement. No assurance can be given that there
will be a market for any Instruments. If any Instruments are not traded on any securities exchange,
pricing information for such Instruments may be more difficult to obtain, and the liquidity and market
prices of such Instruments may be adversely affected.

8

The market value for an issue of Instruments linked to one or more Reference Items will be affected
by a number of factors independent of the creditworthiness of the Issuer and the value of the
Reference Item(s), including, but not limited to:

(i)
the volatility of the Reference Item(s);

(ii)
where the Reference Item(s) is/are equity securities, the dividend rate on the Reference
Item(s) and the financial results and prospects of the issuer of each Reference Item;

(iii)
market interest and yield rates; and

(iv)
the time remaining to maturity for such Instruments.

In addition, the value of any Reference Item may depend on a number of interrelated factors,
including economic, financial and political events in one or more jurisdictions, including factors
affecting capital markets generally and the stock exchange(s) on which any Reference Item may be
traded. The price at which a holder of Instruments will be able to sell any Instruments linked to such
Reference Item prior to maturity may be at a discount, which could be substantial, to the market value
of such Instruments on the issue date, if, at such time, the market price of the Reference Item(s) is
below, equal to or not sufficiently above the market price of the Reference Item(s) on the issue date.
The historical market prices of any Reference Item should not be taken as an indication of such
Reference Item's future performance during the term of any Instrument.

Instruments linked to one or more Reference Items may include provisions for where a Market
Disruption Event (as defined in the relevant Conditions) occurs. Where a Market Disruption Event
occurs in relation to any Instruments, the value of such Instruments may be affected and redemption
delayed. Prospective purchasers should review the relevant Conditions and the applicable Pricing
Supplement to ascertain whether and how such provisions may apply to any Instruments that they are
considering purchasing.

Prospective purchasers of Instruments linked to one or more Reference Items should be aware that an
investment in such Instruments may involve exchange rate risks. For example, (i) the Reference
Item(s) may be issued in a currency other than that of the currency for such Instruments; (ii) such
Instruments may be issued in a currency other than the currency of the purchaser's home jurisdiction;
and/or (iii) such Instruments may be issued in a currency other than the currency in which a purchaser
wishes to receive funds.

Exchange rates between currencies are determined by factors of supply and demand in the
international currency markets which are influenced by macro economic factors, speculation and
central bank and government intervention (including the imposition of currency controls and
restrictions). Fluctuations in exchange rates may affect the value of Instruments.

Prospective purchasers intending to purchase any Instruments for the purpose of hedging their
exposure to any Reference Item(s) should recognise the risks of utilising the Instruments in such
manner. No assurance is or can be given that the value of the Instruments will correlate with
movements in the value of the Reference Item(s). Furthermore, it may not be possible to liquidate the
Instruments at a price which directly reflects the value of the Reference Item(s). Therefore, it is
possible that investors could suffer substantial losses in the Instruments notwithstanding losses
suffered with respect to investments on or exposure to the Reference Item(s).

Prospective purchasers of Instruments should be aware that hedging transactions in order to limit the
risks associated with the Instruments might not be successful.

9

Because in relation to any Instruments, the Calculation Agent may be the Issuer or an affiliate of the
Issuer, potential conflicts of interest may exist between the Calculation Agent and Instrumentholders,
including with respect to certain determinations and judgements that the Calculation Agent may make
pursuant to the Conditions that may influence the amount receivable upon redemption of the
Instruments.

Neither the Issuer nor any affiliate of the Issuer makes any representation as to the credit
quality of any Equity Company. Any of such persons may have acquired, or during the term of
the Instruments may acquire, non-public information with respect to any Equity Company.
None of such persons is under any obligation to make such information available to holders of
Instruments.

The Issuer or any affiliate of the Issuer may have existing or future business relationships with
any Equity Company (including, but not limited to, lending, depository, risk management,
advisory and banking relationships), and will pursue actions and take steps that they deem or it
deems necessary or appropriate to protect their or its interests arising therefrom without regard
to the consequences for the Instrumentholders.

An investment in an Instrument linked to one or more Reference Items entitles the
Instrumentholder to certain payments calculated by reference to the Reference Items to which
the Instrument is linked. It is not an investment directly in the Reference Items themselves. An
investment in an Instrument does not entitle the holder of such Instrument to delivery of the
Reference Items themselves nor to the beneficial interest in the Reference Items. An Instrument
linked to one or more Reference Items will not represent a claim against the relevant Equity
Company and, in the event of any loss, a holder of Instruments will not have recourse under an
Instrument to any relevant Equity Company.

Prospective investors who consider purchasing any Instruments should reach an investment
decision only after carefully considering, with their advisers, the suitability of such Instruments
in light of their particular circumstances, the information set forth herein and all relevant
information regarding the relevant Instruments and the particular Reference Item(s).

10