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price risk of the Issuer issuing and performing its obligations with respect tothe Notes, or (b) realise, recover or remit the proceeds of any suchtransaction(s) or asset(s), provided that any such materially increasedamount that is incurred solely due to the deterioration of thecreditworthiness of the Issuer and/or any of its Affiliates shall not bedeemed an Increased Cost of Hedging.“Index” or “Indices”“Index Sponsor”“Market Disruption Event”mean, subject to adjustment in accordance with Condition 7(b), the index orindices specified in the relevant Final Terms and related expressions shall beconstrued accordingly.means, in relation to an Index, the corporation or other entity that (a) isresponsible for setting and reviewing the rules and procedures and themethods of calculation and adjustments, if any, related to such Index and (b)announces (directly or through an agent) the level of such Index on a regularbasis during each Scheduled Trading Day, which as of the Issue Date is theindex sponsor specified for such Index in the relevant Final Terms.means, in respect of an Index:(i)(A)where the relevant Index is not specified in the relevant Final Termsas being a Multi-Exchange Index:the occurrence or existence at any time during the one hour periodthat ends at the relevant Valuation Time of:(x)any suspension of or limitation imposed on trading by therelevant Exchange or Related Exchange or otherwise andwhether by reason of movements in price exceeding limitspermitted by the relevant Exchange or Related Exchange orotherwise:(i) on any relevant Exchange(s) relating tosecurities/commodities that comprise 20 per cent. ormore of the level of the relevant Index; or(ii)in futures or options contracts relating to therelevant Index on any relevant Related Exchange; or(y)any event (other than an event described in (i) below) thatdisrupts or impairs (as determined by the Calculation Agent)the ability of market participants in general (A) to effecttransactions in, or obtain market values for, on any relevantExchange(s) securities/commodities that comprise 20 percent. or more of the level of the relevant Index, or (B) toeffect transactions in, or obtain market values for, futures oroptions contracts relating to the relevant Index on anyrelevant Related Exchange,which in either case the Calculation Agent determines is material; or(B)the closure on any Exchange Business Day of any relevantExchange(s) relating to securities/commodities that comprise 20 per137
cent. or more of the level of the relevant Index or any RelatedExchange(s) prior to its Scheduled Closing Time unless such earlierclosing time is announced by such Exchange(s) or such RelatedExchange(s), as the case may be, at least one hour prior to the earlierof (A) the actual closing time for the regular trading session on suchExchange(s) or such Related Exchange(s) on such ExchangeBusiness Day or, if earlier, (B) the submission deadline for orders tobe entered into the Exchange or Related Exchange system forexecution at the Valuation Time on such Exchange Business Day.For the purposes of determining whether a Market Disruption Event inrespect of an Index exists at any time, if a Market Disruption Event occurs inrespect of a security/commodity included in the Index at any time, then therelevant percentage contribution of that security/commodity to the level ofthe Index shall be based on a comparison of (i) the portion of the level of theIndex attributable to that security/commodity and (ii) the overall level of theIndex, in each case immediately before the occurrence of such MarketDisruption Event.(ii)(A)where the relevant Index is specified in the relevant Final Terms asbeing a Multi-Exchange Index:the occurrence or existence, in respect of any Component Security,of:(x)(y)(z)a Trading Disruption in respect of such ComponentSecurity, which the Calculation Agent determines ismaterial, at any time during the one hour period that ends atthe relevant Valuation Time in respect of the Exchange onwhich such Component Security is principally traded; oran Exchange Disruption in respect of such ComponentSecurity, which the Calculation Agent determines ismaterial, at any time during the one hour period that ends atthe relevant Valuation Time in respect of the Exchange onwhich such Component Security is principally traded; oran Early Closure in respect of such Component Security;andthe aggregate of all Component Securities in respect of which aTrading Disruption, an Exchange Disruption or an Early Closureoccurs or exists comprises 20 per cent. or more of the level of theIndex; or(B)the occurrence or existence, in each case in respect of futures oroption contracts relating to the Index, of (x) a Trading Disruption, or(y) an Exchange Disruption, which in either case the CalculationAgent determines is material, at any time during the one hour periodthat ends at the Valuation Time in respect of the Related Exchangeor (z) an Early Closure.For the purposes of determining whether a Market Disruption Event exists in138
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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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(x) Physical Settlement Period: [
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(j) Fund Business Day: [[●] (Give
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DISTRIBUTION45. (a) If syndicated,
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PART B - OTHER INFORMATION 71. LIST
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composed by the Issuer and if the i
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(When completing this paragraph, co
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(h)(i)(j)(k)(l)[Procedure for exerc
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FORM OF FINAL TERMS (AT LEAST EUR 5
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(When adding any other terms, risk
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[Fund Linked Redemption]/[Dual Curr
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(f) Screen Rate Determination: [App
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(e)Currencies and/or formula isimpo
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(d)Provisions for determining theRa
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(f) Additional Disruption Events: [
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 130 and 131: SCHEDULE [●] TO THE FINAL TERMS(I
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
Page 140 and 141: Bearer Notes are represented either
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
Page 156 and 157: (irrespective of whether that eight
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
Page 178 and 179: effect transactions in, or obtain m
Page 180 and 181: occurrence of a Disrupted Day shall
Page 182 and 183: Calculation Agent) on the overall m
Page 184 and 185: 9. Fund Linked Notes(a)Redemption o
Page 186 and 187: (x)(xi)(xii)any material change or
Page 188 and 189: elevant Final Terms) or its equival
Page 190 and 191: (c)Disrupted Days(i)Valuation Dates
Page 192 and 193: “FundAdministrator”“Fund Advi
Page 194 and 195: (b)Cash SettlementIf Cash Settlemen
Page 196 and 197: no further or other amount in respe
Page 198 and 199: Notice, the relevant Noteholder may
Page 200 and 201: the same highest or lowest value, t
Page 202 and 203: method or if such Obligation’s yi
Page 204 and 205: “Best AvailableInformation”mean
Page 206 and 207: (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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