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the same highest or lowest value, then one of such highest or lowest Indicative Quotations shall bedisregarded); (vi) if fewer than two Full Quotations are obtained and no Weighted Average Quotationis obtained (and, if Indicative Quotations are applicable, fewer than three Indicative Quotations areobtained) then, subject to paragraph (a) of the definition of “Quotation” below, an amount asdetermined by the Calculation Agent on the next Business Day on which two or more Full Quotationsor a Weighted Average Quotation or, if applicable, three Indicative Quotations are obtained; and (vii)if fewer than two Full Quotations are obtained, no Weighted Average Quotation is obtained (and, ifIndicative Quotations are applicable, fewer than three Indicative Quotations are obtained) on the sameBusiness Day on or prior to the tenth Business Day following the Valuation Date, the Market Valueshall be any Full Quotation obtained from a Quotation Dealer at the Valuation Time on such tenthBusiness Day or, if no Full Quotation is obtained, the weighted average of any firm quotations (or, ifapplicable, Indicative Quotations) for the Undeliverable Obligation or Hedge Disruption Obligation,as the case may be, obtained from Quotation Dealers at the Valuation Time on such tenth BusinessDay with respect to the aggregate portion of the Quotation Amount for which such quotations wereobtained and a quotation deemed to be zero for the balance of the Quotation Amount for which firmquotations (or, if applicable, Indicative Quotations) were not obtained on such day.“Quotation” means each Full Quotation, the Weighted Average Quotation and, if IndicativeQuotations are specified as applicable in the relevant Final Terms, each Indicative Quotation obtainedand expressed as a percentage with respect to a Valuation Date in the manner that follows:(a)(b)(c)(d)The Calculation Agent shall attempt to obtain Full Quotations with respect to each ValuationDate from five or more Quotation Dealers. If the Calculation Agent is unable to obtain two ormore such Full Quotations on the same Business Day within three Business Days of aValuation Date, then on the next following Business Day (and, if necessary, on each BusinessDay thereafter until the tenth Business Day following the relevant Valuation Date) and, if twoor more Full Quotations are not available, a Weighted Average Quotation. If two or moresuch Full Quotations or a Weighted Average Quotation are not available on any suchBusiness Day and Indicative Quotations are specified as applicable in the relevant FinalTerms, the Calculation Agent shall attempt to obtain three Indicative Quotations from five ormore Quotation Dealers.If the Calculation Agent is unable to obtain two or more Full Quotations or a WeightedAverage Quotation (or, if Indicative Quotations are specified as applicable in the relevantFinal Terms, three Indicative Quotations) on the same Business Day on or prior to the tenthBusiness Day following the Valuation Date, the Quotations shall be deemed to be any FullQuotation obtained from a Quotation Dealer at the Valuation Time on such tenth BusinessDay or, if no Full Quotation is obtained, the weighted average of any firm quotations (or, ifapplicable, Indicative Quotations) for the Undeliverable Obligation or Hedge DisruptionObligation, as the case may be, obtained from Quotation Dealers at the Valuation Time onsuch tenth Business Day with respect to the aggregate portion of the Quotation Amount forwhich such quotations were obtained and a quotation deemed to be zero for the balance of theQuotation Amount for which firm quotations (or, if applicable, Indicative Quotations) werenot obtained on such day.The Calculation Agent shall determine, based on the then current market practice in themarket of the relevant Undeliverable Obligation or Hedge Disruption Obligations, as the casemay be, whether such Quotations shall include or exclude accrued but unpaid interest. AllQuotations shall be obtained in accordance with this specification or determination.If any Quotation obtained with respect to an Accreting Obligation is expressed as apercentage of the amount payable in respect of such obligation at maturity, such Quotation179
will instead be expressed as a percentage of the Outstanding Principal Balance for purposes ofdetermining the Final Price.“Quotation Amount” is deemed to be, with respect to each type or issue of Undeliverable Obligationor Hedge Disruption Obligations, as the case may be, an amount equal to the Outstanding PrincipalBalance or Due and Payable Amount (or, in either case, its equivalent in the relevant ObligationCurrency converted by the Calculation Agent in a commercially reasonable manner by reference toexchange rates in effect at the time that the relevant Quotation is being obtained), as applicable, ofsuch Undeliverable Obligation or Hedge Disruption Obligations, as the case may be.“Quotation Method” is deemed to be Bid.“Reference Obligation” is deemed to be each Undeliverable Obligation or Hedge DisruptionObligations, as the case may be.“Valuation Method” is deemed to be Highest unless fewer than two Full Quotations are obtained or aWeighted Average Quotation applies (or, if applicable, Indicative Quotations), in which case“Valuation Method” is deemed to be Market.“Valuation Time” is the time specified as such in the relevant Final Terms, or, if no time is sospecified, 11.00 a.m. in the principal trading market for the Undeliverable Obligation or HedgeDisruption Obligations, as the case may be.“Weighted Average Quotation” means, in accordance with the Quotation Method, the weightedaverage of firm quotations obtained from Quotation Dealers at the Valuation Time, to the extentreasonably practicable, each for an amount of the Undeliverable Obligation or Hedge DisruptionObligations, as the case may be, with an Outstanding Principal Balance of as large a size as availablebut less than the Quotation Amount that in aggregate are approximately equal to the QuotationAmount.(i)Redemption following Merger EventIf Condition 10(i) is specified as applicable in the relevant Final Terms, in the event that in thedetermination of the Calculation Agent a Merger Event has occurred, the Issuer may give notice to theNoteholders in accordance with Condition 19 and redeem the Notes at the Early Redemption Amounton the Merger Event Redemption Date.(j)Definitions applicable to Credit Linked Notes“Accreted Amount”means, with respect to an Accreting Obligation, an amount equal to (a) thesum of (i) the original issue price of such obligation and (ii) the portion of theamount payable at maturity that has accreted in accordance with the terms ofthe obligation (or as otherwise described below), less (b) any cash paymentsmade by the obligor thereunder that, under the terms of such obligation,reduce the amount payable at maturity (unless such cash payments have beenaccounted for in (a)(ii) above), in each case calculated as of the earlier of (A)the date on which any event occurs that has the effect of fixing the amount ofa claim in respect of principal and (B) the Delivery Date or applicableValuation Date, as the case may be. Such Accreted Amount shall include anyaccrued and unpaid periodic cash interest payments (as determined by theCalculation Agent in its sole and absolute discretion) only if “IncludeAccrued Interest” is specified as applicable in the relevant Final Terms. If anAccreting Obligation is expressed to accrete pursuant to a straight-line180
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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
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INDEX LINKED REDEMPTION NOTE PROVIS
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(g) Observation Date(s): [[●] (Gi
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Obligations:[The obligation(s) iden
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Terms relating to PhysicalDelivery:
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(vi) Benchmark Change: The benchmar
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(When adding any other final terms,
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PART B - OTHER INFORMATION 121. LIS
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information about the index can be
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(Include other information concerni
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SCHEDULE [●] TO THE FINAL TERMS(I
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Terms and Conditions for the purpos
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Day Count Fraction =[360 x (Y2 - Y
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“Delivery Agent”“Determinatio
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and/or of DTC, as applicable, as th
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Bearer Notes are represented either
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writing, be mailed by uninsured pos
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(b)Interest on Floating Rate Notes,
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The Agency Agreement contains provi
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(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
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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
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Page 170 and 171: Equity Issuer or Underlying Equity
Page 172 and 173: For the avoidance of doubt, where a
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Page 176 and 177: (C)“Valid Date” shall mean a Sc
Page 178 and 179: effect transactions in, or obtain m
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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
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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
Page 212 and 213: “Assignable Loan”, “Consent R
Page 214 and 215: whose outstanding Voting Shares are
Page 216 and 217: Obligation”“Governmental Author
Page 218 and 219: Entity consolidates or amalgamates
Page 220 and 221: aforementioned currencies, which cu
Page 222 and 223: Default Requirement have become due
Page 224 and 225: Issuer a certificate signed by a Ma
Page 226 and 227: Quotations shall include or exclude
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Page 234 and 235: Derivatives Definitions.Upon the Ca
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Page 244 and 245: 15. AgentsThe Issuing and Paying Ag
Page 246 and 247: The Agency Agreement may be amended
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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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