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exchange or quotation system as on the original Related Exchange),provided that where “All Exchanges” is specified as the Related Exchange inthe relevant Final Terms, “Related Exchange” shall mean each exchange orquotation system where trading has a material effect (as determined by theCalculation Agent) on the overall market for futures or options contractsrelating to such Index.“Scheduled Closing Time”“Scheduled ObservationDate”“Scheduled Trading Day”means, in respect of an Exchange or Related Exchange and a ScheduledTrading Day, the scheduled weekday closing time of such Exchange orRelated Exchange on such Scheduled Trading Day, without regard to afterhours or any other trading outside of the regular trading session hours.means any original date that, but for the occurrence of an event causing aDisrupted Day, would have been an Observation Date.means:(i) where the relevant Index is specified in the relevant Final Terms as notbeing a Multi-Exchange Index, any day on which each Exchange and eachRelated Exchange are scheduled to be open for trading for their respectiveregular trading sessions; or(ii) where the relevant Index is specified in the relevant Final Terms as beinga Multi-Exchange Index (A) any day on which the Index Sponsor isscheduled to publish the level of that Index and (B) each Related Exchangeis scheduled to be open for trading for its regular trading session.“Scheduled Valuation Date”“Trade Date”“Trading Disruption”“Valuation Date”means any original date that, but for the occurrence of an event causing aDisrupted Day, would have been a Valuation Date.means the date specified as such in the relevant Final Terms.means any suspension of or limitation imposed on trading by the relevantExchange or Related Exchange, as the case may be, or otherwise andwhether by reason of movements in price exceeding limits permitted by therelevant Exchange or Related Exchange or otherwise: (i) relating to anyComponent Security on the Exchange in respect of such ComponentSecurity; or (ii) in futures or options contracts relating to the Index on anyRelated Exchange.means the date (or dates) specified as such in the relevant Final Terms or, ifsuch date is not a Scheduled Trading Day, the next following ScheduledTrading Day unless Disrupted Day is specified as applicable in the relevantFinal Terms and, in the opinion of the Calculation Agent, such day is aDisrupted Day. If such day is a Disrupted Day then:(i)where the Notes are specified in the relevant Final Terms to relateto a single Index, the Valuation Date shall be the first succeedingScheduled Trading Day that is not a Disrupted Day, unless each ofthe eight Scheduled Trading Days immediately following theScheduled Valuation Date is a Disrupted Day. In that case (i) theeighth Scheduled Trading Day shall be deemed to be the ValuationDate, notwithstanding the fact that such day is a Disrupted Day, and141
(ii) the Calculation Agent shall, where practicable, determine theReference Level in the manner set out in the relevant Final Terms,or, if not set out or not so practicable, determine the ReferenceLevel in accordance with its good faith estimate of the ReferenceLevel as of the Valuation Time on that eighth Scheduled TradingDay; or(ii)where the Notes are specified in the relevant Final Terms to relateto a Basket of Indices, the Valuation Date for each Index notaffected by the occurrence of a Disrupted Day shall be theScheduled Valuation Date, and the Valuation Date for each Indexaffected by the occurrence of a Disrupted Day (each an AffectedIndex) shall be the first succeeding Scheduled Trading Day that isnot a Disrupted Day relating to the Affected Index, unless each ofthe eight Scheduled Trading Days immediately following theScheduled Valuation Date is a Disrupted Day relating to theAffected Index. In that case (i) that eighth Scheduled Trading Dayshall be deemed to be the Valuation Date for the Affected Index,notwithstanding the fact that such day is a Disrupted Day, and (ii)the Calculation Agent shall, where practicable, determine theReference Level in the manner set out in the relevant Final Termsor, if not set out or if not so practicable, determine the ReferenceLevel in accordance with its good faith estimate of the ReferenceLevel as of the Valuation Time on that eighth Scheduled TradingDay.“Valuation Time”means:(i)(ii)where the relevant Index is specified in the relevant Final Terms asnot being a Multi-Exchange Index, the Valuation Time specified inthe relevant Final Terms or, if no Valuation Time is specified, theScheduled Closing Time on the relevant Exchange on the relevantdate in relation to each Index to be valued. If the relevant Exchangecloses prior to its Scheduled Closing Time and the specifiedValuation Time is after the actual closing time for its regular tradingsession, then the Valuation Time shall be such actual closing time; orwhere the relevant Index is specified in the relevant Final Terms asbeing a Multi-Exchange Index, (A) for the purposes of determiningwhether a Market Disruption Event has occurred: (x) in respect of aComponent Security, the Scheduled Closing Time on the relevantExchange and (y) in respect of any options contracts or futurescontracts on the relevant Index, the close of trading on the relevantRelated Exchange, and (B) in all other circumstances, the time atwhich the official closing level of the Index is calculated andpublished by the Index Sponsor. If, for the purposes of (A) above, therelevant Exchange closes prior to its Scheduled Closing Time and thespecified Valuation Time is after the actual closing time for itsregular trading session, then the Valuation Time shall be such actualclosing time.142
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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: [
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(j)Others terms or specialcondition
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[Actual/Actual (ISDA)]/[Other](d) O
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 158 and 159: price risk of the Issuer issuing an
Page 160 and 161: espect of a Multi-Exchange Index ex
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
Page 208 and 209: “Deliverable Obligation”means,
Page 210 and 211: 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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