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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