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Adjustment to the terms and conditions or replacement of the Underlying Equities following certain corporateevents in relation to the Underlying Equities may materially and adversely affect the value of the Notes.Settlement Disruption EventsIn the case of Notes for which Physical Delivery is specified as applicable in the relevant Final Terms, if aSettlement Disruption Event occurs or exists on the Delivery Date, settlement or redemption, as the case maybe, will be postponed until the date on which no Settlement Disruption Event is subsisting. The Issuer, whilethe Settlement Disruption Event is continuing, also has the right to pay the Disruption Cash Settlement Pricein lieu of physical settlement.Failure to DeliverIn the case of Equity Linked Notes for which Physical Delivery is specified as applicable in the relevant FinalTerms, if following exercise or on the date of redemption, as the case may be, of such Notes it is impossible orimpracticable in the opinion of the Calculation Agent to deliver when due some or all of the Relevant Assetswhere such failure to deliver is due to illiquidity in the market for such Relevant Assets, the Issuer has theright to pay the Failure to Deliver Settlement Price in lieu of delivering some or all of such Affected RelevantAssets.Fund Linked NotesGeneralThe Issuer may issue Notes where the cash settlement amount/redemption amount and/or interest payable aredependent upon the price or changes in the price of a Fund Interest Unit or where, depending on the price orchanges in the price of a Fund Interest Unit, the Issuer has an obligation to deliver specified assets.Accordingly, an investment in Fund Linked Notes may bear similar market risks to a direct fund investmentand investors should take advice accordingly.Potential investors in any such Notes should be aware that depending on the terms of the Fund Linked Notes(i) they may receive no or a limited amount of interest, (ii) payments or delivery of any specified assets mayoccur at a different time than expected and (iii) they may lose all or a substantial portion of their investment.In addition, the movements in the price of a Fund Interest Unit may be subject to significant fluctuations thatmay not correlate with changes in interest rates, currencies or other indices and the timing of changes in therelevant price of the a Fund Interest Unit may affect the actual yield to investors, even if the average level isconsistent with their expectations. In general, the earlier the change in the price or prices of the a Fund InterestUnit, the greater the effect on yield.Neither the Issuer nor its affiliates have the ability to control or predict the actions of the Fund Manager and/orthe Fund Adviser, as the case may be. The Fund Manager and/or the Fund Adviser are/is not involved in theoffer of the Notes in any way and has no obligation to consider the interests of the Noteholders in taking anycorporate actions that might affect the value of the Notes.The Issuer has no role in the Reference Fund. The Fund Manager and/or the Fund Adviser is responsible formaking strategic, investment and other trading decisions with respect to the management of the ReferenceFund, consistent with its investment objectives and/or investment restrictions as set out in its constitutivedocuments. The manner in which a Reference Fund is managed and the timing of such decisions will have asignificant impact on the performance of the Reference Fund. Hence, the price which is used to calculate theperformance of the Reference Fund is also subject to these risks. Set out below are risks common to any fundor funds and are not specific to the Reference Fund. These risks include 3 :3Other risks may exist that are currently not known or that, based on today’s knowledge, are not deemed to be material enough to be includedin this section.19
(i)(ii)(iii)(iv)(v)(vi)(vii)the risk that the share price of one or more of the assets in the Reference Fund’s portfolio will fall, orwill fail to rise. Many factors can adversely affect an asset’s performance, including both generalfinancial market conditions and factors related to a specific asset or asset class;general macro-economic or asset class specific factors, including interest rates, rates of inflation,financial instability, lack of timely or reliable financial information or unfavourable political or legaldevelopments;asset allocation policies of the Fund Manager and/or the Fund Adviser;credit quality and the risk of default of one of the hedge funds or of assets generally held in theReference Fund;the risk that the Reference Fund’s investment objectives and/or investment restrictions as set out in itsconstitutive documents are materially changed, not complied with or the method of calculating the NetAsset Value is materially changed;the risk that the Reference Fund is liquidated, dissolved or otherwise ceases to exist or it or its FundManager and/or the Fund Adviser is subject to a proceeding under any applicable bankruptcy,insolvency or other similar law; andthe risk that the Reference Fund is subject to a fraudulent event.Prospective investors in the Notes should be aware that the Fund Manager and/or the Fund Adviser willmanage the Reference Fund in accordance with the investment objectives of and guidelines applicable to theReference Fund. Furthermore, the arrangements between the Fund Manager and/or the Fund Adviser and theReference Fund have, in most cases, not been negotiated at arm’s length and it is unlikely that the FundManager and/or the Fund Adviser will be replaced or that additional fund managers and/or fund advisers willbe retained.Use of estimatesPotential investors should understand that for certain determinations, the Calculation Agent or the Issuer maybe required to rely on (a) values that at the time they are required are only estimated values, and (b)information provided by third parties, such as the Fund Adviser or Fund Service Providers, the accuracy ofwhich neither the Issuer nor the Calculation Agent has any control, and as such, they may rely on thisinformation without any obligation to verify or otherwise corroborate it.Changing valueThe value of the Notes may move up or down between the Issue Date and the Maturity Date and an investor inthe Notes in the secondary market during that time or on maturity of the Notes may sustain a significant loss.Factors that may influence the value of the Notes include: the value of the Reference Fund; thecreditworthiness of the Issuer in respect of the Notes; and those economic, financial, political and regulatoryevents that affect financial markets generally (including, for example, interest, foreign exchange and yieldrates in the market).The market price of a Fund Interest Unit in the Reference Fund may be volatile and may depend on the timeremaining to the redemption date or settlement date (as applicable) and the volatility of the price of a FundInterest Unit and may be affected by the performance of the fund service providers, and in particular theinvestment adviser. The price of a Fund Interest Unit may be affected by economic, financial, political andregulatory events that affect financial markets generally (including, for example, factors affecting theexchange(s) or quotation system(s) on which any such Fund Interest Unit may be traded.20
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 28 and 29: y the International Swaps and Deriv
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 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
Page 84 and 85: 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
Page 90 and 91:
(When completing this paragraph, co
Page 92 and 93:
(h)(i)(j)(k)(l)[Procedure for exerc
Page 94 and 95:
FORM OF FINAL TERMS (AT LEAST EUR 5
Page 96 and 97:
(When adding any other terms, risk
Page 98 and 99:
[Fund Linked Redemption]/[Dual Curr
Page 100 and 101:
(f) Screen Rate Determination: [App
Page 102 and 103:
(e)Currencies and/or formula isimpo
Page 104 and 105:
(d)Provisions for determining theRa
Page 106 and 107:
(f) Additional Disruption Events: [
Page 108 and 109:
(j)Others terms or specialcondition
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[Actual/Actual (ISDA)]/[Other](d) O
Page 112 and 113:
INDEX LINKED REDEMPTION NOTE PROVIS
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(g) Observation Date(s): [[●] (Gi
Page 116 and 117:
Obligations:[The obligation(s) iden
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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
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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
Page 142 and 143:
writing, be mailed by uninsured pos
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(b)Interest on Floating Rate Notes,
Page 146 and 147:
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
Page 158 and 159:
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
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
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effect transactions in, or obtain m
Page 180 and 181:
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
Page 190 and 191:
(c)Disrupted Days(i)Valuation Dates
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“FundAdministrator”“Fund Advi
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(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
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“Best AvailableInformation”mean
Page 206 and 207:
(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
Page 216 and 217:
Obligation”“Governmental Author
Page 218 and 219:
Entity consolidates or amalgamates
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aforementioned currencies, which cu
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Default Requirement have become due
Page 224 and 225:
Issuer a certificate signed by a Ma
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Quotations shall include or exclude
Page 228 and 229:
effective.“Restructured Bond orLo
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Deliverable Obligation Characterist
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change in the Reference Obligation
Page 234 and 235:
Derivatives Definitions.Upon the Ca
Page 236 and 237:
(ii)The following Valuation Methods
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
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
Page 286 and 287:
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
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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
Page 368 and 369:
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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