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Issuer or such directors and officers under laws other than the laws of the Netherlands, including anyjudgment predicated upon United States federal securities laws or the securities laws of any State or territorywithin the United States.33
GENERAL DESCRIPTION OF THE PROGRAMMEPursuant to the Programme, the Issuer may from time to time issue Notes denominated in any currency agreedby the Issuer and the relevant Dealer(s) having maturities of one week or longer (or such other minimum ormaximum maturity as may be allowed or required from time to time by the relevant central bank (orequivalent body) or any laws or regulations applicable to the relevant currency). A description of the termsand conditions of the Programme and the Notes appears below. The applicable terms of any Notes will beagreed between the Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in theTerms and Conditions of the Notes endorsed on, attached to, or incorporated by reference into, the Notes, asmodified and supplemented by the relevant Final Terms attached to, or endorsed on, such Notes, as more fullydescribed under “Terms and Conditions of the Notes” below.This Offering Circular (together with the relevant Final Terms, and supplements, if any) will be valid forunlisted Notes or for listing or admission to trading of Notes on Euronext Amsterdam or any other stockexchange during the period of twelve (12) months from the date of this Offering Circular in an aggregatenominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previouslyor simultaneously issued pursuant to the Programme, does not exceed EUR 10,000,000,000 or its equivalentin other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount ofNotes issued pursuant to the Programme from time to time:(a)(b)(c)the euro equivalent of Notes denominated in a Specified Currency other than euro (as specified in therelevant Final Terms in relation to the relevant Notes, described in the “Summary of the Programme”under “Form of Notes”) shall be determined, at the discretion of the Issuer, either as of the date onwhich agreement is reached for the issue of Notes or on the preceding day on which commercialbanks and foreign exchange markets are open for business in London, in each case on the basis of thespot rate for the sale of the euro against the purchase of such Specified Currency in the Londonforeign exchange market quoted by any leading international bank agreed between the Issuer and therelevant Dealer(s) on the relevant day of calculation;the euro equivalent of Notes in respect of which no interest is due prior to the Maturity Date (asspecified in the relevant Final Terms in relation to the relevant Notes, described in the “Summary ofthe Programme” under “Form of Notes”) and other Notes issued at a discount or a premium shall becalculated in the manner specified above by reference to the net proceeds received by the Issuer forthe relevant issue; andthe euro equivalent of Dual Currency Notes (as specified in the relevant Final Terms in relation to therelevant Notes, described in the “Summary of the Programme” under “Form of Notes”) shall becalculated in the manner specified above by reference to the original nominal amount on issue of suchNotes.34
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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 48 and 49: Legal investment considerations may
Page 50 and 51: IMPORTANT INFORMATIONThis Offering
Page 52 and 53: equirement to publish a prospectus
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
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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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(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
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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
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method or if such Obligation’s yi
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“Best AvailableInformation”mean
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(ii)(iii)where “Grace Period Exte
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“Deliverable Obligation”means,
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Obligation may be included as a Del
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“Assignable Loan”, “Consent R
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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
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12. TaxationAll payments of princip
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15. AgentsThe Issuing and Paying Ag
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The Agency Agreement may be amended
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the first payment of interest there
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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
Page 334 and 335:
TAXATIONGeneralThe following summar
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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
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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
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”.
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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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