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Issuer a certificate signed by a Managing Director (or othersubstantially equivalent title) of the Calculation Agent, which shallcertify the occurrence of a Credit Event with respect to a ReferenceEntity.(iii)(iv)In relation to any information of the type described in paragraphs(i) (B), (C) and (D) above, the Calculation Agent may assume thatsuch information has been disclosed to it without violating any law,agreement or understanding regarding the confidentiality of suchinformation and that the entity disclosing such information has nottaken any action or entered into any agreement or understandingwith the Reference Entity or any Affiliate of the Reference Entitythat would be breached by, or would prevent, the disclosure of suchinformation to third parties.Publicly Available Information need not state:(A)(B)in relation to the definition of “Downstream Affiliate”,the percentage of Voting Shares owned, directly orindirectly, by the Reference Entity; andthat such occurrence:(1) has met the Payment Requirement or DefaultRequirement;(2) is the result of exceeding any applicable GracePeriod; or(3) has met the subjective criteria specified in certainCredit Events.“Public Source”“Qualifying AffiliateGuarantee”“Qualifying Guarantee”means each source of Publicly Available Information specified as such in therelevant Final Terms (or, if a source is not specified in the relevant FinalTerms, each of Bloomberg® Service, Reuter Monitor Money Rates Services,Dow Jones News Wire, Wall Street Journal, New York Times, Nihon KeizaiShinbun, Asahi Shinbun, Yomiuri Shinbun, Financial Times, La Tribune, LesEchos and The Australian Financial Review (and successor publications), themain source(s) of business news in the country in which the Reference Entityis organised and any other internationally recognised published orelectronically displayed news sources).means a Qualifying Guarantee provided by a Reference Entity in respect ofan Underlying Obligation of a Downstream Affiliate of that Reference Entity.means an arrangement evidenced by a written instrument pursuant to which aReference Entity irrevocably agrees (by guarantee of payment or equivalentlegal arrangement) to pay all amounts due under an obligation (the“Underlying Obligation”) for which another party is the obligor (the“Underlying Obligor”) and that is not at the time of the Credit EventSubordinated to any unsubordinated Borrowed Money obligation of theUnderlying Obligor (with references in the definition of “Subordination tothe Reference Entity” deemed to refer to the Underlying Obligor). Qualifying203
Guarantees shall exclude any arrangement structured (i) as a surety bond,financial guarantee insurance policy, letter of credit or equivalent legalarrangement or (ii) pursuant to the terms of which the payment obligations ofthe Reference Entity can be discharged, reduced, assigned or otherwisealtered as a result of the occurrence or non-occurrence of an event orcircumstance (other than payment). The benefit of a Qualifying Guaranteemust be capable of being Delivered together with the Delivery of theUnderlying Obligation.“Qualifying ParticipationSeller”“Quotation”means any participation seller that meets the requirements specified in therelevant Final Terms. If no such requirements are specified, there shall be noQualifying Participation Seller.means each Full Quotation and the Weighted Average Quotation obtainedand expressed as a percentage with respect to a Valuation Date in the mannerthat follows:(i)The Calculation Agent shall attempt to obtain Full Quotations withrespect to each Valuation Date from five or more QuotationDealers. If the Calculation Agent is unable to obtain two or moresuch Full Quotations on the same Business Day within threeBusiness Days of a Valuation Date, then on the next followingBusiness Day (and, if necessary, on each Business Day thereafteruntil the tenth Business Day following the relevant Valuation Date)the Calculation Agent shall attempt to obtain Full Quotations fromfive or more Quotation Dealers and, if two or more Full Quotationsare not available, a Weighted Average Quotation. If the CalculationAgent is unable to obtain two or more Full Quotations or aWeighted Average Quotation on the same Business Day on or priorto the tenth Business Day following the applicable Valuation Date,the Quotations shall be deemed to be any Full Quotation obtainedfrom a Quotation Dealer at the Valuation Time on such tenthBusiness Day or, if no Full Quotation is obtained, the weightedaverage of any firm quotations for the Reference Obligationobtained from Quotation Dealers at the Valuation Time on suchtenth Business Day with respect to the aggregate portion of theQuotation Amount for which such quotations were obtained and aquotation deemed to be zero for the balance of the QuotationAmount for which firm quotations were not obtained on such day.(ii) (A) If “Include Accrued Interest” is specified in the relevantFinal Terms in respect of Quotations, such Quotationsshall include accrued but unpaid interest.(B)(C)If “Exclude Accrued Interest” is specified in the relevantFinal Terms in respect of Quotations, such Quotationsshall not include accrued but unpaid interest.If neither “Include Accrued Interest” nor “ExcludeAccrued Interest” is specified in the relevant Final Termsin respect of Quotations, the Calculation Agent shalldetermine based on then current market practice in themarket of the Reference Obligation, whether such204
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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
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In the case of a partial redemption
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Where such calculation is made for
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Redemption Amount and/or the Strike
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(irrespective of whether that eight
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price risk of the Issuer issuing an
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espect of a Multi-Exchange Index ex
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exchange or quotation system as on
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8. Equity Linked Notes(a)Redemption
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e appropriate to preserve the econo
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case, such date of delivery shall b
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Equity Issuer or Underlying Equity
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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
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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
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 226 and 227: Quotations shall include or exclude
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Page 230 and 231: Deliverable Obligation Characterist
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Page 234 and 235: Derivatives Definitions.Upon the Ca
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Page 238 and 239: (l)Provisions relating to Multiple
Page 240 and 241: (d)Payments in respect of Registere
Page 242 and 243: 12. TaxationAll payments of princip
Page 244 and 245: 15. AgentsThe Issuing and Paying Ag
Page 246 and 247: The Agency Agreement may be amended
Page 248 and 249: the first payment of interest there
Page 250 and 251: FORM OF THE NOTESInitial Issue of N
Page 252 and 253: procure the delivery of, a Permanen
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Page 256 and 257: CLEARING AND SETTLEMENTBook-Entry O
Page 258 and 259: Euroclear and Clearstream customers
Page 260 and 261: 59.1 per cent., and the return on e
Page 262 and 263: agricultural market. Structured Fin
Page 264 and 265: Real estate, Rabo Vastgoedgroep N.V
Page 266 and 267: and that Rabobank Group’s broad r
Page 268 and 269: Leveraging Rabobank’s distributio
Page 270 and 271: RABOBANK GROUP STRUCTURECoöperatie
Page 272 and 273: 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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