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OFFERING CIRCULAR SUPPLEMENT (To Offering Circular dated October 13, 1993) ABN♦AMRO $150,000,000 ABNAMRO Bank N. V. New York Branch 71/8% SUBORDINATED DEPOSIT NOTES, SERIES B, DUE 2093 Interest payable October 15 and April 15 In the event that the Notes become subject to Foreign Taxes (as defined in the Offering Circular), the Branch may be entitled to redeem the Notes as set forth under "Description of the Notes—Optional Redemption" in the Offering Circular dated October 13, 1993. Otherwise, the Notes are not redeemable prior to maturity. The Notes offered hereby (the "Notes") are part of the subordinated deposit notes, Series B, of the New York branch (the "Branch") of ABN AMRO Bank N. V. (the "Bank") described in its Offering Circular dated October 13, 1993. THE NOTES ARE NOT REQUIRED TO BE, AND HAVE NOT BEEN, REGISTERED UNDER THE SECURITIES ACT OF 1933. THE NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE BANK AND THE BRANCH ARE NOT SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934. PRICE 99.178% AND ACCRUED INTEREST Underwriting Price Discounts and Proceeds to to Public(1) Commissions(2) Branch (1)(3) Per Note 99.178% 1.125% 98.053% Total $148,767,000 $1,687,500 $147,079,500 (1) Plus accrued interest from October 15, 1993. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the United States federal securities laws. (3) Before deduction of expenses payable by the Branch. The Notes are offered, subject to prior sale, when, as and if accepted by the Underwriters. It is expected that delivery of the Notes will be made on or about October 20, 1993 through the book- entry facilities of The Depository Trust Company, against payment therefor in Federal Funds. MORGAN STANLEY & CO. Incorporated CS FIRST BOSTON MERRILL LYNCH & CO. October 13, 1993 IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE BANK AND THE BRANCH AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY OR OTHER DEBT SECURITIES OF THE BANK OR THE BRANCH AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SUMMARY DESCRIPTION OF SUBORDINATED DEPOSIT NOTES The following description of the particular terms of the Notes offered hereby supplements, and in certain places modifies and supersedes, the description of the general terms and provisions of the Notes set forth in the accompanying Offering Circular, to which description reference is hereby made. Capitalized terms not defined herein have the meanings assigned to such terms in the Offering Circular. General The Notes will bear interest from October 15, 1993, payable semi-annually on each October 15 and April 15, beginning April 15, 1994, to the persons in whose names the Notes are registered at the close of business on the October 1 or April 1, as the case may be, next preceding such October 15 or April 15. The Notes are not redeemable prior to maturity by the Branch, except in the event that the Notes become subject to Foreign Taxes (as defined in the Offering Circular), in which case the Branch may be entitled to redeem the Notes as set forth under "Description of the Notes—Optional Redemption" in the Offering Circular dated October 13, 1993. The Notes will be issued under the Fiscal and Paying Agency Agreement described in the accompanying Offering Circular. The Notes will be issued initially as book-entry notes. See "Description of the Notes—Book-Entry System." The Notes will be sold in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Notes will constitute unsecured and subordinated debt obligations of the Bank and the Branch as a whole, subordinate and junior in right of payment, to the extent and in the manner provided in the Notes, to the Series A Notes, to all deposit liabilities and other liabilities and obligations for borrowed money of the Bank and the Branch (including all deposit liabilities and other liabilities of the Bank wherever located), except those liabilities which by their terms rank pari passu with or junior to the Notes. See "Description of the Notes—Subordination". Under the terms of the Notes, the holders of the Notes will, by their purchase thereof, irrevocably waive their rights as "preferred creditors" under Section 606(4)(a) of the New York Banking Law and to any other preferences to which they may become entitled under Section 4(j) of the International Banking Act of 1978, as amended, and under any other similar law hereinafter enacted to the extent necessary to give effect to the subordination provisions of the Notes. See "Description of the Notes—Subordination" in the Offering Circular. The Notes will have certain limited Events of Default as set forth in "Description of Notes—Events of Default under the Series B Notes" in the Offering Circular with respect to the bankruptcy, insolvency, liquidation, moratorium or reorganization of the Bank or in the event of Special Measures with respect to the Bank or in the event that any State or Federal regulatory or judicial authority takes possession of the Branch or of any substantial part of the property of the Branch. S-2 Book-Entry Notes Upon issuance, all Notes will be in book-entry form represented by Global Securities. Global Securities representing the book-entry Notes will be deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of a nominee of the Depositary. Notes will not be exchangeable for Certificated Notes, provided that if the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Branch within 90 days, the Branch will issue Certificated Notes in exchange for the Global Securities. In addition, the Branch may at any time and in its sole discretion determine not to have Notes in book-entry form represented by the Global Securities, and, in such event, will issue Certificated Notes in exchange therefor. A further description of the Depositary's procedures with respect to Global Securities representing book- entry Notes is set forth in the attached Offering Circular under "Description of Notes—Book-Entry System". The Depositary has confirmed to the Branch, the Bank, the Underwriters and the Fiscal Agent that it intends to follow such procedures. UNDERWRITERS Under the terms of and subject to the conditions contained in a Terms Agreement, dated October 13, 1993, the Underwriters named below have severally agreed to purchase, and the Bank and the Branch have agreed to sell to them severally, the respective principal amounts of Notes set forth opposite their respective name below: Principal Amount of Name Notes Morgan Stanley & Co. Incorporated $ 50,000,000 CS First Boston Corporation 50,000,000 Merrill Lynch, Pierce, Fenner & Smith 50,000,000 Incorporated Total $150,000,000 The Terms Agreement provides that the obligation of the Underwriters to pay for and accept delivery of the Notes is subject to approval of certain legal matters by their counsel and to certain other conditions. The Underwriters are obligated to take and pay for all the Notes if any are taken. The Underwriters initially propose to offer the Notes to the public at the public offering price set forth on the cover page of this Offering Circular Supplement, and to certain dealers at a price which represents a concession not in excess of .625% of the principal amount of the Notes. The Underwriters may allow and such dealer may reallow a concession not in excess of .250% of such principal amount to the certain other dealers. After the initial offering of the Notes, the offering price and such concessions may be changed. The Bank and the Branch have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the United States federal securities laws. Certain of the Underwriters and their associates may be customers of, engage in transactions with, and perform services for, the Bank or the Branch in the ordinary course of business. The Bank and the Branch do not intend to apply for listing of the Notes on a national securities exchange, but have been advised by the Underwriters that they presently intend to make a market in the Notes, as permitted by applicable laws and regulations. The Underwriters are not obligated, however, to make a market in the Notes and any such market making may be discontinued at any time at the sole discretion of the Underwriters. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes. S-3 ABN♦AMRO U.S.$ 1,000,000,000 ABN AMRO Bank N.V., New York Branch Deposit Notes, Series A Due from Nine Months to One Hundred Years from Date of Issue Subordinated Deposit Notes, Series B Due from Five Years to One Hundred Years from Date of Issue ABN AMRO Bank N.V. (the "Bank"), New York branch (the "Branch"), may offer from time to time up to U.S.$1,000,000,000 aggregate principal or face amount of its Deposit Notes, Series A (the "Series A Notes") and its Subordinated Deposit Notes, Series B (the "Series B Notes" and, together with the Series A Notes, the "Notes") (or, in the case of Foreign Currency Notes, the equivalent thereof at the Market Exchange Rate on the applicable trade dates in one or more foreign currencies or currency units).

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