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y the International Swaps and Derivatives Association, Inc., and as amended and updated as at theIssue Date of the first Tranche of the relevant Series); or(ii)(iii)on the basis of a reference rate appearing on the agreed screen page of a commercial quotationservice; oron such other basis as may be agreed between the Issuer and the relevant Dealer(s) as specified in therelevant Final Terms.The Margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer(s)for each Series of Floating Rate Notes.Zero Coupon Notes: Zero Coupon Notes will bear no interest, unless specified otherwise in the relevant FinalTerms, will be issued at a discount to their principal amount and will be redeemed as agreed between theIssuer and the relevant Dealer(s) as specified in the relevant Final Terms.Currency Linked Notes:Currency Linked Interest Notes: Payments of interest in respect of Currency Linked Interest Notes will becalculated and made in such currencies, and by reference to such rates of exchange and/or such formula, asmay be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant Final Terms and/orthe Schedule thereto.Currency Linked Redemption Notes: Payments of principal in respect of Currency Linked Redemption Noteswill be calculated and made in such currencies, and by reference to such rates of exchange and/or suchformula, as may be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant FinalTerms and/or the Schedule thereto.Commodity Linked Notes:Commodity Linked Interest Notes: Payments of interest in respect of Commodity Linked Interest Notes will becalculated and made by reference to a single commodity or basket of commodities on such terms and/orformula as may be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant FinalTerms and/or the Schedule thereto.Commodity Linked Redemption Notes: Payments of principal in respect of Commodity Linked RedemptionNotes will be calculated and made by reference to a single commodity or basket of commodities on such termsand/or formula as may be agreed between the Issuer and the relevant Dealer(s) as specified in the relevantFinal Terms and/or the Schedule thereto.Index Linked Notes:Index Linked Interest Notes: Payments of interest in respect of Index Linked Interest Notes will be calculatedand made by reference to a single index or basket of indices on such terms and/or such formula as may beagreed between the Issuer and the relevant Dealer(s) as specified in the relevant Final Terms and/or Schedulethereto.Index Linked Redemption Notes: Payments of principal in respect of Index Linked Redemption Notes will becalculated and made by reference to a single index or basket of indices on such terms and/or such formula asmay be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant Final Terms and/orSchedule thereto. Each Note will be redeemed by the Issuer by payment of the Final Redemption Amountspecified in or as determined pursuant to provisions in the relevant Final Terms.7
If an Index Adjustment Event or Additional Disruption Event occurs, the Notes will be subject to adjustmentor may be redeemed early by the Issuer, in each case as more fully set out under “Terms and Conditions of theNotes”.Equity Linked Notes:Equity Linked Interest Notes: Payments of interest in respect of Equity Linked Interest Notes will becalculated and made by reference to a single equity security or basket of equity securities on such terms and/orsuch formula as may be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant FinalTerms and/or the Schedule thereto.Equity Linked Redemption Notes: Payments of principal in respect of Equity Linked Redemption Notes willbe calculated and made by reference to a single equity security or basket of equity securities on such termsand/or such formula as may be agreed between the Issuer and the relevant Dealer(s) as specified in therelevant Final Terms and/or the Schedule thereto. Each Note will be redeemed by the Issuer by payment of theFinal Redemption Amount specified in or as determined pursuant to provisions in the relevant Final Terms.Equity Linked Redemption Notes may also provide that redemption will be by physical delivery of the AssetAmount as more fully set out under “Terms and Conditions of the Notes”.If a Potential Adjustment Event and/or Delisting and/or Merger Event and/or Tender Offer and/orNationalisation and/or Insolvency and/or Additional Disruption Event occurs and/or an adjustment is requiredin respect of Equities quoted in European Currencies, the Notes will be subject to adjustment or may beredeemed early by the Issuer, in each case as more fully set out under “Terms and Conditions of the Notes”.Fund Linked Notes:Fund Linked Interest Notes: Payments of interest in respect of Fund Linked Interest Notes will be calculatedand made by reference to a single fund or basket of funds on such terms and/or formula as may be agreedbetween the Issuer and the relevant Dealer(s) as specified in the relevant Final Terms and/or the Schedulethereto.Fund Linked Redemption Notes: Payments of principal in respect of Fund Linked Redemption Notes will becalculated and made by reference to a single fund or a basket of funds on such terms and/or such formula asmay be agreed between the Issuer and the relevant Dealer(s) as specified in the relevant Final Terms and/orthe Schedule thereto. Each Note will be redeemed by the Issuer by payment of the Final Redemption Amountspecified in or as determined pursuant to provisions in the relevant Final Terms.If a Trigger Event occurs, the Notes will be subject to adjustment or may be redeemed early by the Issuer, ineach case as more fully set out under “Terms and Conditions of the Notes”.Credit Linked Notes:Credit Linked Interest Notes: Payment of interest in respect of Credit Linked Interest Notes will be calculatedand made by reference to the credit of a specified entity or entities, or to certain events that could occur withrespect to such specified entity or entities on such terms and/or formula as may be agreed between the Issuerand the relevant Dealer(s) as specified in the relevant Final Terms and/or the Schedule thereto or, if notspecified, as defined in the Terms and Conditions of the Notes.Credit Linked Redemption Notes: Payment of principal in respect of Credit Linked Redemption Notes will becalculated and made by reference to the credit of a specified entity or entities, or to certain events that couldoccur with respect to such specified entity or entities on such terms and/or formula as may be agreed betweenthe Issuer and the relevant Dealer(s) and specified in the relevant Final Terms and/or the Schedule thereto. IfConditions to Settlement are satisfied during the Notice Delivery Period, the Issuer will redeem the Notes atthe Credit Event Redemption Amount, if Cash Settlement is specified in the relevant Final Terms, or by8
Page 1 and 2: Dit prospectus is gemaakt voor de u
Page 3 and 4: A Dutch language description of the
Page 5: FUND LINKED INTEREST NOTE PROVISION
Page 8 and 9: Where:SPX (0) means the Reference L
Page 10 and 11: (b)Whether the Notesrelate to a bas
Page 12 and 13: 37. Instalment Notes: Not Applicabl
Page 14 and 15: PART B - OTHER INFORMATION1. LISTIN
Page 16 and 17: Index to track general stock market
Page 18 and 19: (b)(c)(d)(e)(f)Conditions to which
Page 20 and 21: ANNEXDUTCH LANGUAGE DESCRIPTIONNEDE
Page 22 and 23: OFFERING CIRCULARRABOBANK STRUCTURE
Page 24 and 25: ChapterTABLE OF CONTENTSPageSUMMARY
Page 26 and 27: Rabobank’s current long-term depo
Page 30 and 31: Delivery of the Deliverable Obligat
Page 32 and 33: RISK FACTORSThe Issuer believes tha
Page 34 and 35: Transfer limits are determined acco
Page 36 and 37: Effect of governmental policy and r
Page 38 and 39: Currency Linked NotesThe Issuer may
Page 40 and 41: Adjustment to the terms and conditi
Page 42 and 43: Prospective purchasers of the Notes
Page 44 and 45: Notes issued at a substantial disco
Page 46 and 47: implementation of the Savings Direc
Page 48 and 49: Legal investment considerations may
Page 50 and 51: IMPORTANT INFORMATIONThis Offering
Page 52 and 53: equirement to publish a prospectus
Page 54 and 55: Issuer or such directors and office
Page 56 and 57: FORM OF FINAL TERMS (LESS THAN EUR
Page 58 and 59: REPRESENTATION CAN BE MADE AS TO TH
Page 60 and 61: 8. Maturity Date or Redemption Mont
Page 62 and 63: (i)Other terms relating to the meth
Page 64 and 65: Redemption Amounts and Late Payment
Page 66 and 67: INDEX LINKED INTEREST NOTE PROVISIO
Page 68 and 69: [[●]/See Schedule]](b)(c)(d)(e)Pa
Page 70 and 71: (Specify other)](f) Additional Fina
Page 72 and 73: (c) Day Count Fraction: [Actual/Act
Page 74 and 75: (c)Provisions for determining Final
Page 76 and 77: (e)Relevant provisions for determin
Page 78 and 79:
[The obligation(s) identified as fo
Page 80 and 81:
(x) Physical Settlement Period: [
Page 82 and 83:
(j) Fund Business Day: [[●] (Give
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DISTRIBUTION45. (a) If syndicated,
Page 86 and 87:
PART B - OTHER INFORMATION 71. LIST
Page 88 and 89:
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
Page 96 and 97:
(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
Page 168 and 169:
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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(vii)If the Calculation Agent deter
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(C)“Valid Date” shall mean a Sc
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effect transactions in, or obtain m
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occurrence of a Disrupted Day shall
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Calculation Agent) on the overall m
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9. Fund Linked Notes(a)Redemption o
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(x)(xi)(xii)any material change or
Page 188 and 189:
elevant Final Terms) or its equival
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(c)Disrupted Days(i)Valuation Dates
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“FundAdministrator”“Fund Advi
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(b)Cash SettlementIf Cash Settlemen
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no further or other amount in respe
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Notice, the relevant Noteholder may
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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
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(ii)(iii)where “Grace Period Exte
Page 208 and 209:
“Deliverable Obligation”means,
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Obligation may be included as a Del
Page 212 and 213:
“Assignable Loan”, “Consent R
Page 214 and 215:
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
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
Page 254 and 255:
−Notices. So long as any Notes ar
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
Page 274 and 275:
continue. Management expects that t
Page 276 and 277:
footnotes to the audited consolidat
Page 278 and 279:
Operating expenses. Total operating
Page 280 and 281:
Year ended 31 December20082007(rest
Page 282 and 283:
Year ended 31 December20082007(rest
Page 284 and 285:
Other income. Other income decrease
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Year ended 31 December 2007 compare
Page 288 and 289:
Page 290 and 291:
Page 292 and 293:
Year ended 31 December20082007*(res
Page 294 and 295:
Contingent liabilities relate prima
Page 296 and 297:
The BIS ratio is calculated by divi
Page 298 and 299:
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
Page 304 and 305:
At 31 December(in millions of euro)
Page 306 and 307:
(in millions of euro) 30-Jun-09 31-
Page 308 and 309:
RISK MANAGEMENTRabobank Group place
Page 310 and 311:
Credit riskRabobank Group aims to o
Page 312 and 313:
Liquidity risk is an organisation-w
Page 314 and 315:
Supervisory BoardThe Supervisory Bo
Page 316 and 317:
increasing legislation and regulati
Page 318 and 319:
Supervisory Board of Rabobank Neder
Page 320 and 321:
Auxiliary positionsDate of first ap
Page 322 and 323:
Date of first appointment tothe Sup
Page 324 and 325:
Date of first appointment tothe Sup
Page 326 and 327:
Supervision & Monetary Affairs and
Page 328 and 329:
REGULATION OF RABOBANK GROUPRaboban
Page 330 and 331:
Dutch regulationGeneralAs of Septem
Page 332 and 333:
EmergenciesThe Financial Supervisio
Page 334 and 335:
TAXATIONGeneralThe following summar
Page 336 and 337:
to dispose of the Notes. In some ca
Page 338 and 339:
settlement institution and pays the
Page 340 and 341:
their own professional advisers as
Page 342 and 343:
should consult their tax adviser co
Page 344 and 345:
espect to the Discount Note for eac
Page 346 and 347:
(c) it does not provide for any pri
Page 348 and 349:
U.S. federal income tax purposes) h
Page 350 and 351:
Contingent NotesGain from the sale
Page 352 and 353:
issue price of a Foreign Currency C
Page 354 and 355:
4.3 U.S. Federal Income Tax Treatme
Page 356 and 357:
Issuers intend to treat the Forward
Page 358 and 359:
Retirement of an Option Note for Ca
Page 360 and 361:
U.S. Holder will be required to dis
Page 362 and 363:
‘“benefit plan investors”.
Page 364 and 365:
(7) Distribution of this Offering C
Page 366 and 367:
(d)(e)at any time to fewer than 100
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for the purposes of its business an
Page 370 and 371:
e-offering or resale, directly or i
Page 372 and 373:
GENERAL INFORMATION1. Application h
Page 374:
PRINCIPAL OFFICE OF THE ISSUERCoöp
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