Obligation Rabobank 11% ( XS0431744282 ) en USD

Rabobank

100 % ⇌

Pays-bas

XS0431744282 ( en USD )

11% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Rabobank XS0431744282 en USD 11%, échéance Perpétuelle

30/06/2025 ( Dans 107 jours )

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

L'Obligation émise par Rabobank ( Pays-bas ) , en USD, avec le code ISIN XS0431744282, paye un coupon de 11% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated June 4, 2009

Rabobank Nederland

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

U.S.$2,868,297,000 Fixed to Floating Rate Perpetual

Noncumulative Capital Securities

Issue Price of the Capital Securities: 100.00%

On May 15, 2009, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank") made an offer to the holders of the

U.S.$1.75 billion non-cumulative guaranteed trust preferred securities of Rabobank Capital Funding Trust II (the "TPS II") and the U.S.$1.50 billion non-cumulative guaranteed trust preferred
securities of Rabobank Capital Funding Trust III (the "TPS III" and, together with the TPS II, the "TPS" or the "Trust Preferred Securities") to exchange such TPS for U.S.$ Fixed to Floating

Rate Perpetual Noncumulative Capital Securities (the "New Capital Securities") to be issued by Rabobank Nederland (the "Exchange Offers"). In addition, the Issuer has agreed to issue
U.S.$1,500,000,000 Fixed to Floating Rate Perpetual Noncumulative Capital Securities (the "Additional New Capital Securities" and together with the New Capital Securities, the "Capital

Securities") to other subscribers. This prospectus (the "Prospectus") relates to the Capital Securities to be issued by Rabobank Nederland. The Issuer has received the requisite number of
consents required to effect the Proposed Amendment (as defined herein) and has achieved the Minimum Tender Amounts (as defined herein) and therefore intends to accept for exchange TPS

validly tendered and not withdrawn under the Exchange Offers. The total amount of New Capital Securities issued under the Exchange Offers will not be known until the final settlement date

of the Exchange Offers, which is expected to be on or around June 18, 2009. See "Summary Exchange Offers".
Interest on the Capital Securities will accrue from (and including) June 4, 2009 (the "Issue Date") to (but excluding) June 30, 2019 (the "First Call Date") at the rate of 11.0% per annum, and

will be payable semi-annually in arrear on 30 June and 31 December in each year. From (and including) the First Call Date, the Capital Securities will bear interest at a rate of three-month U.S.
dollar LIBOR plus 10.868%, payable quarterly in arrear on 31 March, 30 June, 30 September and 31 December in each year, all as more particularly described in the "Terms and Conditions of

the Capital Securities 5. Interest". Payments on the Capital Securities will be made without deduction for, or on account of, taxes of the Netherlands to the extent described under the "Terms
and Conditions of the Capital Securities Taxation".

The Capital Securities will be perpetual securities and will have no fixed or final redemption date. Subject to satisfaction of certain conditions (as described herein) and applicable law, the

Capital Securities will be redeemable (at the option of the Issuer) on the "First Call Date", or on each Interest Payment Date thereafter, in whole but not in part in an amount equal to the
Redemption Price (as defined in the "Terms and Conditions of the Capital Securities") with respect to such Capital Securities. Unless the Capital Securities have previously been redeemed or

purchased and cancelled as provided in the "Terms and Conditions of the Capital Securities", the Issuer undertakes to exercise its option to redeem the Capital Securities as aforesaid on the first
Interest Payment Date falling on or after June 30, 2039 on which the Conditional Call Exercise Requirements (as defined in the "Terms and Conditions of the Capital Securities") have been

satisfied, as further described herein. In addition, upon the occurrence of a Tax Law Change or a Capital Event (each as defined in the "Terms and Conditions of the Capital Securities"), the

Capital Securities may be redeemed (at the option of the Issuer) prior to the First Call Date in whole but not in part in an amount equal to their Make Whole Redemption Price or Redemption

Price, as the case may be, as further described herein. The Capital Securities will constitute direct, unsecured and subordinated obligations of the Issuer and shall rank at all times pari passu and

without any preference among themselves.
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any other jurisdiction. Accordingly, the
Capital Securities are being offered and sold only to (i) "qualified institutional buyers", as that term is defined in Rule 144A under the Securities Act ("Rule 144A"), in a private transaction in
reliance upon an exemption from the registration requirements of the Securities Act or (ii) persons other than "U.S. persons", as that term is defined in Regulation S under the Securities Act
("Regulation S"), in offshore transactions in reliance on Regulation S. The Capital Securities are subject to restrictions on transfer and resale an may not be transferred or resold except as
permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. For a description of certain restrictions on resales and transfers of the
Capital Securities, see "Transfer Restrictions".
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"), in its capacity as competent authority under the Dutch Financial
Supervision Act (Wet op het financieel toezicht) and regulations thereunder (together "Dutch securities laws"), for the approval of this Prospectus for the purposes of Directive 2003/71/EC (the
"Prospectus Directive"). Applications have also been made for the Capital Securities to be admitted to trading on Euronext Amsterdam by NYSE Euronext, a regulated market of Euronext
Amsterdam N.V. ("Euronext Amsterdam"). References in this Prospectus to the Capital Securities being "listed" (and all related references) shall mean that the Capital Securities have been
admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets
in Financial Instruments. The denomination of the Capital Securities shall be U.S.$75,000 and integral multiples of U.S.$1,000 in excess thereof. The Capital Securities issued in reliance on
Regulation S will be represented by interests in a permanent, unrestricted global certificate (the "Regulation S Global Capital Security Certificate") without interest coupons, which will be
deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), on the Issue Date. Beneficial interests in the Regulation S Global Capital Security Certificate will be shown on, and transfer thereof will be effected only through, records
maintained by Euroclear or Clearstream, Luxembourg. The Capital Securities issued in reliance on the exemption from registration under the Securities Act provided by Rule 144A will be
represented by a new restricted capital security certificate (the "Rule 144A Global Capital Security Certificate") (the Regulation S Global Capital Security Certificate and the Rule 144A Global
Capital Security Certificate, together the "Global Capital Security Certificates") without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee
of, The Depository Trust Company ("DTC") on the Issue Date. Beneficial interests in the Rule 144A Global Capital Security Certificate will be shown on, and transfers thereof will be effected
only through, records maintained by DTC and its participants. See "Clearing and Settlement". Individual, definitive certificates in registered form ("Definitive Capital Securities") will only be
available in certain limited circumstances as described herein. See "Summary of the Provisions Relating to the Capital Securities in Global Form".
The Capital Securities are expected upon issue to be rated "Aa2" by Moody's Investors Service Inc., "AA-" by Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies,
Inc. and "AA" by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning

rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.

Joint Book-Running Managers
Banc of America Securities LLC Credit Suisse UBS Investment Bank

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Important Information Documents Incorporated by Reference" below).
This Prospectus does not constitute an offer or form part of, and should not be construed as, an offer for sale
or subscription of, or a solicitation of any offer to buy or subscribe for the Capital Securities in certain
jurisdictions which may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer to inform themselves about and to observe any such restrictions. This Prospectus does
not constitute an offer in any circumstances in which such offer is unlawful. The Issuer will not incur any
liability for its own failure or the failure of any other person or persons to comply with the provisions of any
such restrictions.
No person is, or has been, authorised to give any information or to make any representation other than as
contained in this Prospectus in its entirety in connection with the issue or offering of the Capital Securities
and, if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer. The delivery of this Prospectus shall not, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information supplied in
connection with the issue or offering of the Capital Securities is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. Neither this
Prospectus nor any other information supplied in connection with the issue or offering of the Capital
Securities (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer that any recipient of this Prospectus or any
other information supplied in connection with the issue or offering of the Capital Securities should purchase
any Capital Securities. Each investor contemplating participating in the issue or offering of the Capital
Securities should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the credit-worthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the issue or offering of the Capital Securities constitutes an offer of, or an invitation by or on
behalf of the Issuer to any person to subscribe for or purchase, any Capital Securities.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Prospectus. This Prospectus does not describe all of the risks of an investment in the Capital Securities.
Each potential investor in the Capital Securities should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Capital Securities should be based upon such investigation as
it deems necessary.
Unless otherwise specified or the context requires, references to "£" are to the currency of the United
Kingdom, "dollars", "U.S. dollars" and "U.S.$" are to United States dollars, "NZ$" are to the currency of
New Zealand and references to "EUR" and "" are to euro, which means the lawful currency of the member
states of the European Union that have adopted the single currency in accordance with the Treaty establishing
the European Community.
In connection with this issue of the Capital Securities, Merrill Lynch International (the "Stabilising Manager")
(or persons acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect
transactions with a view to supporting the market price of the Capital Securities at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the Capital Securities is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the Capital Securities and 60 days after the date of the allotment of the Capital Securities. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or person(s)
acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
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Unless the context otherwise requires, references in this Prospectus to "Rabobank Nederland", the "Issuer"
are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and references to the "Rabobank Group" or the
"Bank" or "Rabobank" are to Rabobank Nederland and its members, subsidiaries and affiliates. References to
"Initial Purchasers" are to Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and UBS
Securities LLC.
All figures in this Prospectus have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).
The Capital Securities have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Capital
Securities or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offence in the United States.
In addition, until 40 days after the later of the commencement of the offering and the issue date of the Capital
Securities, an offer or sale of the Capital Securities within the United States by any dealer not participating in
the offering may violate the registration requirements of the Securities Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Available information under Rule 144A
Rabobank Nederland is exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Securities
Exchange Act of 1934 (the "Exchange Act"). As long as Rabobank Nederland is exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act, it will furnish its annual report and certain other periodic
reports and information to the SEC. At such time of filing, Rabobank Nederland will be exempt from
providing the information required under Rule 144A(d)(4) described in the paragraph below. Copies of the
materials furnished to the SEC may be inspected and copied at the public reference facilities maintained by
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be
available for inspection and copying at the regional office of the SEC located at Citicorp Center, 500 West
Madison Street (Suite 1400), Chicago, Illinois 60661.
Rabobank Nederland has agreed that, for so long as any Capital Securities issued by it are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which
it is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule

3

12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any
prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be provided by
Rule 144A(d)(4) under the Securities Act. Rabobank Nederland is not, nor does it intend to become, a
reporting company under Section 13 or Section 15(d) of the Exchange Act. Any such request for information
should be directed to Rabobank Nederland at its office set out at the end of this Prospectus.

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TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 6
RISK FACTORS .............................................................................................................................................. 17
IMPORTANT INFORMATION....................................................................................................................... 26
FORWARD-LOOKING STATEMENTS ......................................................................................................... 28
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................. 29
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL FORM
................................................................................................................................................................. 53
TRANSFER RESTRICTIONS ........................................................................................................................ 57
CLEARING AND SETTLEMENT OF THE CAPITAL SECURITIES .......................................................... 59
DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP.................................................................. 63
THE RABOBANK GROUP STRUCTURE .................................................................................................... 73
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ......................................................................................................................................... 76
SELECTED FINANCIAL INFORMATION ................................................................................................. 108
RISK MANAGEMENT ..................................................................................................................................111
GOVERNANCE OF THE RABOBANK GROUP .........................................................................................116
REGULATION OF THE RABOBANK GROUP .......................................................................................... 126
CAPITALISATION OF THE RABOBANK GROUP ................................................................................... 131
USE OF PROCEEDS..................................................................................................................................... 132
TAXATION .................................................................................................................................................... 133
LEGAL MATTERS........................................................................................................................................ 140
PLAN OF DISTRIBUTION .......................................................................................................................... 141
GENERAL INFORMATION ......................................................................................................................... 146

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SUMMARY
This overview must be read as an introduction to this Prospectus. Any decision to invest in any Capital
Securities should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference, by any investor. The Issuer has civil liability in respect of this summary, if it is
misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a
claim relating to information contained in this Prospectus is brought before a court in an EEA State, the
claimant may, under the national legislation of the EEA State where the claim is brought, be required to bear
the costs of translating the Prospectus before the legal proceedings are initiated.
Rabobank
Rabobank Group is an international financial service provider operating on the basis of cooperative principles.
It comprises 153 independent local Rabobanks and their central organisation Rabobank Nederland and its
subsidiaries. Rabobank Group operates in 45 countries. Its operations include domestic retail banking,
wholesale and international retail banking, asset management and investment, leasing and real estate. It serves
approximately 9.5 million clients around the world. In the Netherlands, its focus is on all-finance services
and, internationally, on food and agriculture. The Rabobank Group entities have strong internal relationships
due to Rabobank's cooperative structure.
Rabobank Group has the highest credit rating awarded by the international rating agencies Standard & Poor's
(AAA since 1981) and Moody's (Aaa since 1981). In terms of Tier I capital, Rabobank Group is among the
world's 20 largest financial institutions.
Rabobank Group's cooperative core business comprises independent local Rabobanks. Clients can become
members of their local Rabobank. In turn, the local Rabobanks are members of Rabobank Nederland, the
supralocal cooperative organisation that advises and supports the banks in their local services. Rabobank
Nederland also supervises the operations, sourcing, solvency and liquidity of the local Rabobanks. With
approximately 1,100 branches and nearly 3,100 cash-dispensing machines, the local Rabobanks form a dense
banking network in the Netherlands. In the Netherlands, the local Rabobanks serve approximately 7.5 million
clients, both private and corporate, offering a comprehensive package of financial services.
Rabobank Nederland is the holding company of a number of specialised subsidiaries in the Netherlands and
abroad. Rabobank International is Rabobank Group's wholesale bank and international retail bank.
At December 31, 2008, the Rabobank Group had total assets of 612.1 billion, a private sector loan portfolio
of 408.6 billion, amounts due to customers of 304.2 billion, saving deposits of 114.7 billion and equity
of 33.5 billion. At December 31, 2008, its Tier I ratio, which is the ratio between core capital and total risk-
weighted assets, was 12.7%. For the year ended December 31, 2008, the Rabobank Group's efficiency ratio
was 65.3%, and return on equity, or net profit expressed as a percentage of core capital, was 9.7%. For the
year ended December 31, 2008, the Rabobank Group realised a 2% rise in net profit to 2.8 billion and a
risk-adjusted return on capital ("RAROC"), of 12.5% after tax. At December 31, 2008, the Rabobank Group
had 60,568 full-time employees.
Objectives
According to article 3 of its articles of association, the objective of Rabobank Nederland is to promote the
interests of its members, the local Rabobanks. It shall do so by: (i) promoting the establishment, continued
existence and development of cooperative banks; (ii) conducting the business of banking in the widest sense,
especially by acting as central bank for its members and as such entering into agreements with its members;
(iii) negotiating rights on behalf of its members and, with due observance of the relevant provisions of the
articles of association, entering into commitments on their behalf, provided that such commitments have the

6

same implications for all its members, including the entering into collective labour agreements on behalf of its
members; (iv) participating in, managing and providing services to other enterprises and institutions, in
particular enterprises and institutions operating in the fields of insurance, lending, investments and/or other
financial services; (v) supervising the local Rabobanks in accordance with the provisions of the Financial
Supervision Act (Wet op het financieel toezicht); and (vi) doing all such other things as may be regarded as
being incidental or conducive to the attainment of the objectives specified above.
Market shares in the Netherlands
As an all-finance service provider, Rabobank Group offers a comprehensive package of financial products and
services.
Residential mortgages: At December 31, 2008, the Rabobank Group had a market share of approximately
30% of new home mortgages in the Dutch mortgage market by value (source: Dutch Land Registry Office
(Kadaster)).
Savings deposits of individuals: At December 31, 2008, the Rabobank Group had a market share of
approximately 43% of the Dutch savings market (source: Statistics Netherlands (Centraal Bureau voor de
Statistiek)).
Lending to small and medium-sized enterprises: At December 31, 2008, the Rabobank Group had a market
share of approximately 39% of domestic loans to the trade, industry and services sector (source: measured by
Rabobank's own surveys).
Agricultural loans: At December 31, 2008, the Rabobank Group had a market share of approximately 84% of
loans and advances made by banks to the Dutch primary agricultural sector (source: measured by Rabobank's
own surveys).
Asset quality record
In 2008 Rabobank's bad debt costs were 31 basis points of average lending, which is higher than the long-
term average of 21 basis points. This ratio provides an indication of the probability of loan losses and reflects
Rabobank Group's favourable credit risk profile.
At December 31, 2008, economic country risk exposure to non-OECD countries represented 3.1% of the
Rabobank Group's total assets. Having taken into account country risk-reducing components, net country risk
before provisions amounted to 1.2% of Rabobank's total assets.
Capitalisation
As a result of Rabobank's co-operative ownership structure it is not allowed to pay dividends, which benefits
its capital base. At December 31, 2008, Rabobank's Tier 1 ratio was 12.7%.
Exchange Offers
On May 15, 2009, the Issuer made an offer to the holders of the U.S.$1.75 billion non-cumulative guaranteed
trust preferred securities of Rabobank Capital Funding Trust II and the U.S.$1.50 billion non-cumulative
guaranteed trust preferred securities of Rabobank Capital Funding Trust III to exchange such TPS for New
Capital Securities to be issued by the Issuer.
In connection with each Exchange Offer, the Issuer also announced on May 15, 2009 the solicitation of
consents (the "Consent Solicitations") of the holders of the applicable series of TPS to a proposed amendment
to each of the Amended and Restated Trust Agreement dated November 21, 2003 relating to the TPS II and

7

the Amended and Restated Trust Agreement dated October 21, 2004 relating to the TPS III (together, the
"Trust Agreements"). The proposed amendments will have the effect of enabling the purchase of the TPS in
the Exchange Offers relating to the applicable series of TPS by amending a certain restrictive provision in that
regard (the "Proposed Amendment").
The purchase of the TPS in each Exchange Offer is conditioned upon (i)(a) the receipt of the consent of the
holders of at least a majority of the then outstanding aggregate liquidation preference amount of the
applicable series of TPS (as such terms are defined in the Trust Agreements), each voting as a separate class to
the Proposed Amendment and (b) the effectiveness of the Proposed Amendment and (ii) on or before the May
28, 2009, either (a) TPS of the relevant series representing at least U.S.$500,000,000 of the aggregate
liquidation preference amount of such series having been validly tendered and not withdrawn for exchange
(the "Minimum Tender Amount") or (b) TPS of both series representing at least U.S.$750,000,000 of the
aggregate liquidation preference amount of both series having been validly tendered and not withdrawn for
exchange (the "Aggregate Minimum Tender Amount"). The Issuer may, in its sole discretion, amend,
terminate or withdraw each and any of the Exchange Offers and Consent Solicitations at any time prior to
June 12, 2009 and may, in its sole discretion, waive each and any of the conditions to the Exchange Offers,
except for the condition of the required prior effectiveness of the Proposed Amendment if it accepts TPS for
exchange.
The Issuer has received the requisite number of consents required to effect the Proposed Amendment and has
achieved the Minimum Tender Amounts and therefore intends to accept for exchange TPS validly tendered
and not withdrawn under the Exchange Offers. As at 5:00 p.m. New York City time on May 28, 2009 (the
"Early Participation Deadline"), the aggregate participation rate for the Exchange Offers was approximately
54.1% of the outstanding Trust Preferred Securities. Approximately U.S.$1,013,623,000, or 57.9%, face value
of the TPS II and approximately U.S.$743,275,000, or 49.6%, face value of the TPS III have been tendered
for exchange, which are expected to be exchanged for U.S.$1,368,297,000 of New Capital Securities. The
Exchange Offers and offering of the Additional New Capital Securities will therefore result in an aggregate
issuance of Capital Securities of U.S.$2,868,297,000.
New Capital Securities are expected to be issued on June 4, 2009, in exchange for any TPS validly tendered
and not withdrawn by the Early Participation Deadline. Each Exchange Offer will expire at midnight, New
York City time, on June 12, 2009, unless extended by Rabobank Nederland. New Capital Securities are
expected to be issued on June 18, 2009 in exchange for any TPS validly tendered and not withdrawn after the
Early Participation Deadline but prior to midnight, New York City time, on June 12, 2009.

8

Summary of the Terms of the Capital Securities
Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them in
"Terms and Conditions of the Capital Securities".
Issuer of the Capital Securities
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland)
Fiscal Agent, Principal Paying and
Deutsche Bank AG, London Branch
Transfer Agent
Registrar and Paying Agent
Deutsche Bank Luxembourg S.A.
Registrar, Transfer Agent and Paying
Deutsche Bank Trust Company Americas
Agent
Listing Agent and Paying Agent
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabo Securities)
Agent Bank
Deutsche Bank AG, London Branch
Maturity Date
The Capital Securities are perpetual securities and have no
scheduled maturity date.
Issue Date
June 4, 2009
Interest
From (and including the Issue Date to (but excluding) the First
Call Date, the Capital Securities will bear interest at a rate of
11.0% per annum payable semi-annually in arrear. From (and
including) the First Call Date, the Capital Securities will bear
interest at a rate of three-month U.S. dollar LIBOR plus
10.868%, payable quarterly in arrear, as more fully described
under Condition 5.
Interest Payment Dates
Except as described below, from (and including) the Issue Date
to (but excluding) the First Call Date, interest will be payable on
30 June and 31 December in each year commencing on
December 31, 2009 (long first period). From (and including) the
First Call Date, interest will be payable on 31 March, 30 June,
30 September and 31 December in each year.
Ranking
The payment obligations under the Capital Securities constitute
unsecured obligations of the Issuer and shall, in the case of
(a)
the bankruptcy of the Issuer; (b) a Moratorium; or
(c) dissolution (ontbinding) of the Issuer, rank:

(i) subordinate and junior to indebtedness of the Issuer (other
than the Issuer's obligations under any guarantee or
contractual right that effectively ranks pari passu with, or
junior to, the Issuer's obligations under the Capital
Securities (including, without limitation, the Existing
Capital Securities and the Junior Member Certificates
Related Agreements));

(ii) pari passu (a) with the Issuer's obligations under the
guarantees and contingent guarantees in relation to the

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Non-cumulative Guaranteed Trust Preferred Securities
issued by Rabobank Capital Funding Trusts II, III, IV, V
and VI and the corresponding LLC Class B Preferred
Securities issued by Rabobank Capital Funding LLCs II,
III, IV, V and VI, (b) with the Issuer's obligations under the
Existing Capital Securities, and (c) effectively, with the
most senior ranking preferred equity securities or preferred
or preference shares of the Issuer; and

(iii) senior to the Issuer's obligations under the Junior Member
Certificates Related Agreements and any other instruments
ranking pari passu with the Junior Member Certificates
Related Agreements (in accordance with, and by virtue of,
the subordination provisions of, the Junior Member
Certificates Related Agreements) and any other
instruments ranking pari passu therewith.

By virtue of such subordination, payments to the Holders will,
in the case of the bankruptcy or dissolution of the Issuer or in
the event of a Moratorium, only be made after all payment
obligations of the Issuer ranking senior to the Capital Securities
have been satisfied. In addition, any right of set-off by the
Holder in respect of any amount owed to such Holder by the
Issuer under or in connection with such Capital Security shall be
excluded and each Holder shall, by virtue of being the Holder of
any Capital Security, be deemed to have waived all such rights
of set-off.
Required Interest
The Issuer will be required to pay interest on the Capital
Securities, unless payment thereof is prohibited, as follows:

(1) In full

(i) The payment of Interest will be required in full for
Interest Periods covering six consecutive months
commencing with the Interest Period with a related
Interest Payment Date that occurs on or immediately
follows the date on which the Issuer, any Local
Rabobank or any other member of the Rabobank
Group declares or pays a dividend or distribution or
makes any other payment with respect to (x) any
Bank Instrument which effectively ranks junior to a
Parity Bank Share, (y)
any Local Rabobank
Instrument which effectively ranks junior to a Parity
Local Rabobank Share or (z)
any Junior Group
Member Instrument that, in the case of (x), (y) or (z),
pays dividends or other distributions annually or
semi-annually, if any (other than any Group
Declarations and any Excluded Declarations).

(ii) The payment of Interest will be required in full for
Interest Periods covering six consecutive months

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