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SCHEDULE [●] TO THE FINAL TERMS(In relation to a tranche of Notes which is being increased and was originally issued under an OfferingCircular with an earlier date than the current Offering Circular, insert full terms and conditions which shallbe in the form set out in the previous Offering Circular which shall have been previously approved by therelevant competent authority.)109
TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions that, subject to completion and amendment and assupplemented or varied in accordance with the provisions of Part A the relevant Final Terms, shall beapplicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing eachSeries. These terms and conditions, as completed, amended, supplemented or varied by the relevant FinalTerms (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on suchNotes. All capitalised terms that are not defined in these “Terms and Conditions” will have the meaningsgiven to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the Definitive Notesor certificates as the case may be. References in the Terms and Conditions to “Notes” are to the Notes of oneSeries only, not to all Notes that may be issued pursuant to the Programme.This Note is one of a Series (as defined below) of Notes issued by Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank Structured Products” or “Issuer”).References herein to the Notes shall be reference to the Notes of this Series and shall mean:(i)(ii)(iii)(iv)(v)in relation to any Notes in bearer form represented by a temporary or permanent global note (each a“Global Note”), units of the lowest Specified Denomination in the Specified Currency;any Global Note;any Global Certificate;any definitive Notes in bearer form issued in exchange for a Global Note (“Definitive Notes”); andany individual certificates issued in exchange for a Global Certificate (“Definitive Certificates” andtogether with Global Certificates, “Certificates”).The Notes are issued pursuant to an amended and restated agency agreement (as amended or supplemented asat the date of issue of the Notes (the “Issue Date”)) between the Issuer, Deutsche Bank AG, London Branchas issuing and paying agent (the “Issuing and Paying Agent”), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabo Securities”) as Euroclear Netherlands fiscal agent (the “EuroclearNetherlands Fiscal Agent”) and the other agents named (each a “Paying Agent” and together with theIssuing and Paying Agent and the Euroclear Netherlands Fiscal Agent, the “Paying Agents”) therein,Deutsche Bank Trust Company Americas as registrar (the “Registrar”, which expression shall include anysuccessor registrar), as exchange agent (the “Exchange Agent”, which expression shall include any successorexchange agent) and as a transfer agent (together with the Registrar, the “Transfer Agents”, which expressionshall include any additional or successor transfer agents) dated 21 December 2009 (the “Agency Agreement”)and with the benefit of a covenant (as amended or supplemented as at the Issue Date) dated 21 December 2009executed by the Issuer in relation to the Notes (the “Covenant”). The Noteholders, the holders of the interestcoupons (the “Coupons”) appertaining to interest bearing Notes and, where applicable in the case of suchNotes, talons for further Coupons (the “Talons”) (the “Couponholders”) and the holders of the receipts forthe payment of instalments of principal (the “Receipts”) relating to Notes of which the principal is payable ininstalments (the “Receiptholders”) are deemed to have taken notice of and to have accepted all of theprovisions of the Agency Agreement applicable to them. Any reference herein to Coupons or coupons shall,unless the context otherwise requires, be deemed to include a reference to Talons or talons.The relevant Final Terms for the Notes (or the relevant provisions thereof) are attached to or endorsed on theNotes and supplement these Terms and Conditions and may specify other terms and conditions which shall, tothe extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these110
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Dit prospectus is gemaakt voor de u
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A Dutch language description of the
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FUND LINKED INTEREST NOTE PROVISION
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Where:SPX (0) means the Reference L
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(b)Whether the Notesrelate to a bas
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37. Instalment Notes: Not Applicabl
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PART B - OTHER INFORMATION1. LISTIN
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Index to track general stock market
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(b)(c)(d)(e)(f)Conditions to which
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ANNEXDUTCH LANGUAGE DESCRIPTIONNEDE
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OFFERING CIRCULARRABOBANK STRUCTURE
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ChapterTABLE OF CONTENTSPageSUMMARY
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Rabobank’s current long-term depo
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y the International Swaps and Deriv
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Delivery of the Deliverable Obligat
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RISK FACTORSThe Issuer believes tha
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Transfer limits are determined acco
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Effect of governmental policy and r
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Currency Linked NotesThe Issuer may
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Adjustment to the terms and conditi
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Prospective purchasers of the Notes
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Notes issued at a substantial disco
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implementation of the Savings Direc
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Legal investment considerations may
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IMPORTANT INFORMATIONThis Offering
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equirement to publish a prospectus
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Issuer or such directors and office
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FORM OF FINAL TERMS (LESS THAN EUR
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REPRESENTATION CAN BE MADE AS TO TH
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8. Maturity Date or Redemption Mont
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(i)Other terms relating to the meth
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Redemption Amounts and Late Payment
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INDEX LINKED INTEREST NOTE PROVISIO
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[[●]/See Schedule]](b)(c)(d)(e)Pa
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(Specify other)](f) Additional Fina
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(c) Day Count Fraction: [Actual/Act
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(c)Provisions for determining Final
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(e)Relevant provisions for determin
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[The obligation(s) identified as fo
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Page 82 and 83: (j) Fund Business Day: [[●] (Give
Page 84 and 85: DISTRIBUTION45. (a) If syndicated,
Page 86 and 87: PART B - OTHER INFORMATION 71. LIST
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Page 102 and 103: (e)Currencies and/or formula isimpo
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Page 108 and 109: (j)Others terms or specialcondition
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Page 112 and 113: INDEX LINKED REDEMPTION NOTE PROVIS
Page 114 and 115: (g) Observation Date(s): [[●] (Gi
Page 116 and 117: Obligations:[The obligation(s) iden
Page 118 and 119: Terms relating to PhysicalDelivery:
Page 120 and 121: (vi) Benchmark Change: The benchmar
Page 122 and 123: (When adding any other final terms,
Page 124 and 125: PART B - OTHER INFORMATION 121. LIS
Page 126 and 127: information about the index can be
Page 128 and 129: (Include other information concerni
Page 132 and 133: Terms and Conditions for the purpos
Page 134 and 135: Day Count Fraction =[360 x (Y2 - Y
Page 136 and 137: “Delivery Agent”“Determinatio
Page 138 and 139: and/or of DTC, as applicable, as th
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Page 142 and 143: writing, be mailed by uninsured pos
Page 144 and 145: (b)Interest on Floating Rate Notes,
Page 146 and 147: The Agency Agreement contains provi
Page 148 and 149: (d)Interest on Dual Currency NotesI
Page 150 and 151: In the case of a partial redemption
Page 152 and 153: Where such calculation is made for
Page 154 and 155: Redemption Amount and/or the Strike
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Page 158 and 159: price risk of the Issuer issuing an
Page 160 and 161: espect of a Multi-Exchange Index ex
Page 162 and 163: exchange or quotation system as on
Page 164 and 165: 8. Equity Linked Notes(a)Redemption
Page 166 and 167: e appropriate to preserve the econo
Page 168 and 169: case, such date of delivery shall b
Page 170 and 171: Equity Issuer or Underlying Equity
Page 172 and 173: For the avoidance of doubt, where a
Page 174 and 175: (vii)If the Calculation Agent deter
Page 176 and 177: (C)“Valid Date” shall mean a Sc
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occurrence of a Disrupted Day shall
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Calculation Agent) on the overall m
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9. Fund Linked Notes(a)Redemption o
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(x)(xi)(xii)any material change or
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elevant Final Terms) or its equival
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(c)Disrupted Days(i)Valuation Dates
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“FundAdministrator”“Fund Advi
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(b)Cash SettlementIf Cash Settlemen
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no further or other amount in respe
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Notice, the relevant Noteholder may
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the same highest or lowest value, t
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method or if such Obligation’s yi
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“Best AvailableInformation”mean
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(ii)(iii)where “Grace Period Exte
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“Deliverable Obligation”means,
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Obligation may be included as a Del
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“Assignable Loan”, “Consent R
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whose outstanding Voting Shares are
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Obligation”“Governmental Author
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Entity consolidates or amalgamates
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aforementioned currencies, which cu
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Default Requirement have become due
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Issuer a certificate signed by a Ma
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Quotations shall include or exclude
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effective.“Restructured Bond orLo
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Deliverable Obligation Characterist
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change in the Reference Obligation
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Derivatives Definitions.Upon the Ca
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(ii)The following Valuation Methods
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(l)Provisions relating to Multiple
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(d)Payments in respect of Registere
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12. TaxationAll payments of princip
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15. AgentsThe Issuing and Paying Ag
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The Agency Agreement may be amended
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the first payment of interest there
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FORM OF THE NOTESInitial Issue of N
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procure the delivery of, a Permanen
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−Notices. So long as any Notes ar
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CLEARING AND SETTLEMENTBook-Entry O
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Euroclear and Clearstream customers
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59.1 per cent., and the return on e
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agricultural market. Structured Fin
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Real estate, Rabo Vastgoedgroep N.V
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and that Rabobank Group’s broad r
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Leveraging Rabobank’s distributio
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RABOBANK GROUP STRUCTURECoöperatie
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Rabobank Nederland’s “central b
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continue. Management expects that t
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footnotes to the audited consolidat
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Operating expenses. Total operating
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Year ended 31 December20082007(rest
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Year ended 31 December20082007(rest
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Other income. Other income decrease
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Year ended 31 December 2007 compare
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Year ended 31 December20082007*(res
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Contingent liabilities relate prima
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The BIS ratio is calculated by divi
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The table below sets forth a geogra
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(in millions of euro)BanksPublicaut
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The following table provides an ana
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At 31 December(in millions of euro)
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(in millions of euro) 30-Jun-09 31-
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RISK MANAGEMENTRabobank Group place
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Credit riskRabobank Group aims to o
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Liquidity risk is an organisation-w
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Supervisory BoardThe Supervisory Bo
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increasing legislation and regulati
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Supervisory Board of Rabobank Neder
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Auxiliary positionsDate of first ap
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Date of first appointment tothe Sup
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Date of first appointment tothe Sup
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Supervision & Monetary Affairs and
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REGULATION OF RABOBANK GROUPRaboban
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Dutch regulationGeneralAs of Septem
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EmergenciesThe Financial Supervisio
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TAXATIONGeneralThe following summar
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to dispose of the Notes. In some ca
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settlement institution and pays the
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their own professional advisers as
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should consult their tax adviser co
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espect to the Discount Note for eac
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(c) it does not provide for any pri
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U.S. federal income tax purposes) h
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Contingent NotesGain from the sale
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issue price of a Foreign Currency C
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4.3 U.S. Federal Income Tax Treatme
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Issuers intend to treat the Forward
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Retirement of an Option Note for Ca
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U.S. Holder will be required to dis
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‘“benefit plan investors”.
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(7) Distribution of this Offering C
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(d)(e)at any time to fewer than 100
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for the purposes of its business an
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e-offering or resale, directly or i
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GENERAL INFORMATION1. Application h
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PRINCIPAL OFFICE OF THE ISSUERCoöp
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