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Legal investment considerations may restrict certain investmentsThe investment activities of certain investors are subject to legal investment laws and regulations, or review orregulation by certain authorities. Each potential investor should consult its legal advisers to determine whetherand to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various typesof borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutionsshould consult their legal advisers or the appropriate regulators to determine the appropriate treatment ofNotes under any applicable risk-based capital or similar rules.27
DOCUMENTS INCORPORATED BY REFERENCEThe following documents which have previously been published or are published simultaneously with thisOffering Circular and have been filed with the AFM (in its capacity as competent authority under the DutchSecurities Act, the “Competent Authority”) shall be deemed to be incorporated in, and to form part of, thisOffering Circular:(a)the Terms and Conditions of Notes as set forth in the offering circular of the Issuer’s predecessor,Rabo Securities N.V., dated 19 August 2002, 16 August 2003 and 2 August 2004, in respect of Notes(e.g. second and further tranche issues) if such Notes are to be consolidated and form a single serieswith aforementioned notes;(b) the Terms and Conditions of Notes as set forth in the offering circular of the Issuer, dated 1 July 2005,27 December 2005, 22 December 2006, 24 December 2007 and 22 December 2008, in respect ofNotes (e.g. second and further tranche issues) if such Notes are to be consolidated and form a singleseries with aforementioned notes;(c)(d)(e)(f)the audited statutory financial statements of Rabobank Nederland for the years ended 31 December2006, 2007 and 2008 (together with the explanatory notes) and the auditor’s reports in respect thereof;the audited consolidated financial statements of Rabobank Group for the years ended 31 December2006, 2007 and 2008 (together with the explanatory notes) and the auditor’s reports in respect thereofand the assurance report included therein;the unaudited interim report of Rabobank Group for the six-month period ended 30 June 2009 and thereview report on the condensed consolidated interim financial information in respect thereof; andthe most recent articles of association of the Issuer.Any statement contained in this Offering Circular or in any of the documents incorporated by reference in, andforming part of, this Offering Circular shall be deemed to be modified or superseded for the purpose of thisOffering Circular to the extent that a statement contained in any document which is subsequently incorporatedby reference herein by way of a supplement prepared in accordance with Article 16 of the ProspectusDirective modifies or supersedes such statement.The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular has beendelivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporatedherein by reference unless such documents have been modified or superseded as specified above, in whichcase the modified or superseding version of such document shall be provided. Requests for such documentsshould be directed to the Issuer at its office set out at the end of this Offering Circular. In addition, suchdocuments will be available, without charge, from the principal office in the Netherlands of CoöperatieveCentrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), Croeselaan 18, 3521 CB Utrecht,The Netherlands.The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating toinformation included in this Offering Circular which is capable of affecting the assessment of any Notes,prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection withany subsequent issue of the Notes.If the terms of the Programme are modified or amended in a manner which would make this OfferingCircular, as so modified or amended, inaccurate or misleading, a new Offering Circular will be prepared.28
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 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 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
Page 110 and 111:
[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
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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
Page 140 and 141:
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
Page 152 and 153:
Where such calculation is made for
Page 154 and 155:
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
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
Page 168 and 169:
case, such date of delivery shall b
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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
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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
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
Page 204 and 205:
“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
Page 220 and 221:
aforementioned currencies, which cu
Page 222 and 223:
Default Requirement have become due
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Issuer a certificate signed by a Ma
Page 226 and 227:
Quotations shall include or exclude
Page 228 and 229:
effective.“Restructured Bond orLo
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Deliverable Obligation Characterist
Page 232 and 233:
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
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−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
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Real estate, Rabo Vastgoedgroep N.V
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and that Rabobank Group’s broad r
Page 268 and 269:
Leveraging Rabobank’s distributio
Page 270 and 271:
RABOBANK GROUP STRUCTURECoöperatie
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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
Page 300 and 301:
(in millions of euro)BanksPublicaut
Page 302 and 303:
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
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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