Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Rabobank Nederland acting through its Singapore Branch

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Rabobank Nederland acting through its Singapore Branch

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) S$10,000,000,000 Multi-currency Commercial Paper and Certificate of Deposit Programme Arranger Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) Dealers Barclays Capital Citibank International plc Commonwealth Bank of Australia, Hong Kong Branch Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Rabobank Nederland), (acting through its Singapore Branch) Deutsche Bank National Australia Bank, Hong Kong Branch The Hongkong and Shanghai Banking Corporation Limited Information Memorandum dated 14 July 2004

This Information Memorandum contains summary information provided by Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) (the “Issuer” or “Rabobank Nederland”) in connection with a multi-currency commercial paper and certificate of deposit programme (the “Programme”) under which the Issuer may issue and have outstanding at any time short-term promissory notes (the “Notes”) and certificates of deposit (the “CDs”) up to a maximum aggregate amount of S$10,000,000,000 or its equivalent in alternative currencies. The Issuer has appointed Barclays Bank PLC, Citibank International plc, Commonwealth Bank of Australia, Hong Kong Branch, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(Rabobank Nederland) (acting through its Singapore Branch), Deutsche Bank AG London, National Australia Bank, Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Limited (the “Dealers”) as dealers for the Notes and the CDs under the Programme, and has authorised the Dealers to circulate this Information Memorandum in connection therewith to purchasers or potential purchasers.

Rabobank Nederland represents and warrants that, to the best of its knowledge, the information contained in this Information Memorandum is in all material respects in accordance with the facts and does not omit anything likely to affect the importance of such information in any material respect. Rabobank Nederland accepts responsibility accordingly. No application has been made to list the Notes and CDs issued under the Programme on any stock exchange. Potential purchasers should determine for themselves the relevance of the information contained in this Information Memorandum as supplemented from time to time and their decision to purchase any of the Notes or CDs should be based upon such investigation as they themselves deem necessary.

This Information Memorandum should not be considered as a recommendation by any Dealer or the Issuer to purchase any of the Notes or CDs.

The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness at any time of this Information Memorandum or any supplement hereto. No person has been authorised by the Issuer or the Dealers to give any information or to make any representation not contained in this Information Memorandum or any supplement hereto, and, if given or made, such information or representation must not be relied upon as having been authorised.

This Information Memorandum does not, and is not intended to, constitute or contain an offer or invitation to any person to purchase Notes or CDs. The distribution of this Information Memorandum and the offering for sale of the Notes or CDs in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum or any Notes or CDs come are required by the Issuer and the Dealers to inform themselves of, and to observe, any such restrictions. In particular, such persons are required to comply with the restrictions on offers or sales of the Notes and CDs and on distribution of this Information Memorandum and other information in relation to the Notes and CDs set out under “Selling Restrictions” below, including, without limitation, such restrictions relating to the United States of America, Japan, the United Kingdom, the Netherlands, Switzerland and Singapore.

The Notes and CDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Subject to certain exceptions, neither the Notes nor the CDs may be offered, sold or delivered within the United States or to U.S. persons. The Issuer has not authorised any offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the “Regulations”) of Notes and CDs having a maturity of 365 days. Such Notes or CDs may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations.

Neither this Information Memorandum nor any other document issued in connection with the issue of the Notes may be

IMPORTANT INFORMATION issued or passed on in the United Kingdom other than to a person to whom Section 21(1) of the Financial Services and Markets Act 2000 (the ‘FSMA”) does not apply or otherwise is a person to whom such documents may lawfully be passed on. Neither the Arranger nor any Dealer has independently verified the information contained in this Information Memorandum. Accordingly, no representation or warranty or undertaking (express or implied) is made, and no responsibility or liability is accepted by the Arranger or the Dealers as to the authenticity, origin, validity, accuracy, completeness or distribution of, or any errors in or omissions from any information or statement contained in this Information Memorandum or in or from, any accompanying or subsequent material or presentation.

Neither the Arranger nor any Dealer undertakes to review the business or financial condition or affairs of the Issuer during the life of the Programme, nor undertakes to advise any recipient of the Information Memorandum of any information or change in such information coming to the Arranger’s or Dealer’s attention. Furthermore, neither the Issuer nor any of the Dealers makes any comment about the treatment for taxation purposes of payments or receipts in respect of the Notes and CDs. Each investor contemplating acquiring Notes or CDs under the Programme described herein is advised to consult a professional adviser in connection therewith.

This Information Memorandum contains references to ratings. 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 relevant rating agency. In this Information Memorandum: (a) references to “euro” and “EUR” are to the single currency of participating member states of the European Union, as contemplated by the Treaty establishing the European Community, as amended; (b) references to “Sterling” and “£” are references to the lawful currency of the United Kingdom; (c) references to “U.S. Dollars” and “U.S.$” are references to the lawful currency of the United States of America; (d) references to “Yen” and “¥” are references to the lawful currency of Japan; and (e) references to “Singapore Dollars” and “S$” are references to the lawful currency of the Republic of Singapore.

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INFORMATION INCORPORATED BY REFERENCE The annual financial statements and the annual report of the Rabobank Group, for the financial years ended 31 December 2001, 31 December 2002 and 31 December 2003, the most recently published audited consolidated financial statements and any subsequent interim financial statements (whether audited or unaudited) and the Articles of Association of Rabobank Nederland, last amended on 6 June 2002, are incorporated herein by reference. The Issuer will provide, without charge, upon request, a copy of any or all of the documents deemed to be incorporated herein by reference.

Requests for such documents should be directed to the Issuer at its office set out at the end of this Information Memorandum. 3

CONTENTS Page Summary of the Programme . 5 Description of Business of the Rabobank Group . 9 The Rabobank Group Structure . 15 Governance of Rabobank Group . 18 Regulation of Rabobank Nederland . 20 Key Figures of the Rabobank Group . 24 Selling Restrictions . 25 Taxation . 28 Form of Multicurrency Global Note . 34 Form of Multicurrency Definitive Note . 47 Form of Multicurrency Global Certificate of Deposit . 61 Form of Multicurrency Definitive Certificate of Deposit . 76 4

SUMMARY OF THE PROGRAMME Issuer: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(Rabobank Nederland) (acting through its Singapore Branch) Arranger: Coöperatieve Centrale Raiffeisen Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) Dealers: Barclays Bank PLC Citibank International plc Commonwealth Bank of Australia, Hong Kong Branch Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland), acting through its Singapore Branch Deutsche Bank AG London National Australia Bank, Hong Kong Branch The Hongkong and Shanghai Banking Corporation Limited Issue Agent and Principal Paying Agent: Deutsche Bank AG (acting through its London Branch) Programme Amount: The initial aggregate principal amount of Notes and CDs outstanding at any time will not exceed S$10,000,000,000 or its equivalent in alternative currencies.

The Programme Amount may be increased from time to time.

Form of the Notes: The Notes and CDs shall be in bearer form. Each issue of Notes or CDs will initially be represented by one or more Global Notes or Global CDs. Global Notes will be exchangeable for Definitive Notes only in the circumstances specified in the Global Notes. Global CDs will be exchangeable for Definitive CDs only in the circumstances specified in the Global CDs. Currencies: Notes and CDs may be issued in any currency, including but not limited to Singapore Dollars, Euro, Sterling, U.S. Dollars and Yen, subject to compliance with all applicable legal and regulatory requirements.

Denominations: Denominations as may be agreed between the Issuer and the relevant Dealer from time to time, subject in each case to compliance with all applicable legal and regulatory requirements.

The initial minimum denominations for Notes denominated in Sterling and Euro will be £100,000 and Euro 500,000, respectively. Notes and CDs that are denominated in Singapore Dollars and have an original maturity of less than 12 months or are issued to persons other than sophisticated investors (as defined in Section 275 of the Securities and Futures Act, Chapter 289 of Singapore) will have a minimum denomination of S$200,000. CDs that are not denominated in Singapore Dollars will have a minimum denomination of the foreign currency equivalent of S$100,000.

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SUMMARY OF THE PROGRAMME The minimum denomination of Notes and CDs that may be offered, sold, delivered or transferred in the Netherlands is Euro 500,000.1 Tenor of the Notes and CDs: Notes: not less than seven nor more than 365 days, subject to all applicable legal and regulatory requirements. CDs: not more than 365 days, subject to all applicable legal and regulatory requirements. Yield Basis: The Notes may be issued at a discount or may bear fixed or floating rate interest or a coupon calculated by reference to an index or formula.

CDs may bear fixed or floating rate interest or a coupon calculated by reference to an index or formula.

Redemption Basis: The Notes may be redeemed at par or at an amount calculated by reference to an index or formula. CDs may be redeemed at par or at an amount not less than par calculated by reference to an index or formula. Optional Redemption: The Global CDs or Definitive CDs (as the case may be) issued in respect of each issue of CDs will state whether such CDs may be redeemed prior to their stated maturity at the option of the Issuer and/or of the bearer of such CDs and if so the terms applicable to such redemption, including the optional redemption amount. Status of the Notes and CDs: The Notes and CDs will be unsecured obligations of the Issuer ranking pari passu with all other unsecured and unsubordinated indebtedness of the Issuer, other than in the case of obligations preferred by mandatory operation of law.

Taxation: All payments of principal and interest in respect of the Notes or CDs will be made free and clear of withholding taxes of the Netherlands and/or Singapore, subject to customary exceptions (including the IPMA Standard EU Exception), as stated in the Notes and CDs. Listing: The Notes and the CDs will not be listed on any stock exchange. Delivery: The Notes and CDs will be available for delivery to Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or to any other recognised clearing system, as may be agreed between the Issuer and the relevant Dealer.

Non Reserve-Free CDs: The deposits represented by CDs under the Programme comprise deposit liabilities that are required by Monetary Authority of Singapore (“MAS”) to be included in the computation of the reserve and liquidity requirements of the Issuer. 1 Notes and CDs sold, delivered or transferred in the Netherlands must have a minimum denomination of Euro 500,000. 6

SUMMARY OF THE PROGRAMME Under Section 61 of the Banking Act, Chapter 19 of Singapore (the “Act”), where the Issuer becomes unable to meet its obligations or becomes insolvent or suspends payment, the assets of the Issuer in Singapore shall be available to meet all deposit liabilities of the Issuer in Singapore, and those deposit liabilities shall have priority over all unsecured liabilities of the Issuer other than the preferential debts specified in Section 328(1) of the Companies Act, Chapter 50 of Singapore.

Under Section 62 of the Act, notwithstanding the provisions of any written law or rule of law relating to the winding up of companies, in the event of the winding up of the Issuer the deposit liabilities of the Issuer shall, among themselves, rank in the following order of priority: (i) firstly, deposit liabilities incurred by the Issuer with non- bank customers where the deposit liabilities are required by the MAS to be included in the computation of reserve and liquidity requirements of the Issuer; (ii) secondly, deposit liabilities incurred by the Issuer with other banks where the deposit liabilities are required by MAS to be included in the computation of reserve and liquidity requirements of the Issuer; and (iii) thirdly, deposit liabilities incurred by the Issuer with non- bank customers where the deposit liabilities are not required by MAS to be included in the computation of reserve and liquidity requirements of the Issuer.

The deposit liabilities of the Issuer in respect of the CDs will be required by MAS to be included in the computation of the reserve and liquidity requirements of the Issuer. Accordingly, the deposit liabilities of the Issuer under the CDs will be treated as part of the deposit liabilities of the Issuer specified under (i) in the preceding paragraph if the CDs are held by a non-bank customer of the Issuer in the event of the winding up of the Issuer and as part of the deposit liabilities of the Issuer specified under (ii) in the preceding paragraph if such CDs are held by a bank in the event of the winding up of the Issuer.

Selling Restrictions: The offering and sale of the Notes and the CDs is subject to all applicable selling restrictions including, without limitation, those of Singapore, the United States of America, the United Kingdom, Japan, the Netherlands and Switzerland. (See “Selling Restrictions”). Governing Law: The Notes and the CDs will be governed by, and construed in accordance with, the laws of Singapore. General: The Issuer is subject to restrictions on the acceptance of deposits in Singapore Dollars.

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SUMMARY OF THE PROGRAMME The Notes and the CDs do not constitute or evidence a debt repayable by the Issuer on demand to the holders thereof.

The terms and conditions under which the holders of the Notes and the CDs may recover the principal sum from the Issuer are endorsed on the Notes and the CDs, respectively. The value of the Notes and the CDs, if sold on the secondary market is subject to market conditions prevailing at the time of the sale. Use of Proceeds: The net proceeds from the issues of the Notes and CDs will be used by the Issuer in connection with its banking business. 8

DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP General The Rabobank Group is one of the largest banking organizations in the Netherlands and the largest mortgage lending and savings organization in the Netherlands by market share. We are one of the 30 largest banking institutions in the world in terms of assets and Tier 1 capital. We offer a broad range of financial, insurance and asset management services across retail, corporate and commercial sectors, both domestically and internationally. The Rabobank Group has the highest credit ratings awarded by the international rating agencies Moody’s (Aaa since 1986) and Standard & Poor’s (AAA since 1984).

On a consolidated basis, our total assets were EUR 403 billion at December 31, 2003. At December 31, 2003, we had 50,849 full-time equivalent employees.

The Rabobank Group is a co-operative entity comprised of Rabobank Nederland, the co-operative Local Rabobanks who are also licensed credit institutions and Rabobank Nederland’s specialized subsidiaries. We had 328 Local Rabobanks and 1,378 branches located throughout the Netherlands at December 31, 2003. The Local Rabobanks are themselves co-operative entities that draw all of their members from their customers. See “The Rabobank Group Structure”. Rabobank Nederland, the Local Rabobanks and certain subsidiaries in the Rabobank Group are linked through a ‘Cross-Guarantee System’. The Cross-Guarantee System provides for intra-group credit support among Rabobank Nederland, all Local Rabobanks and certain of our subsidiaries that are the other participating institutions.

Under the Cross-Guarantee System, funds are made available by each ‘participating institution’ if another participant suffers a shortfall in its funds. If a participating institution is liquidated and has insufficient assets to cover its liabilities, the other participating institutions are liable for its debts. See ‘The Rabobank Group Structure — The Cross Guarantee System’.

The various entities within the Rabobank Group comprise a network of ‘competence centers’ which provide financial services and products to the Local Rabobanks and to each other. This networked expertise allows us to respond actively to the growing demand from business clients and private individuals for a balanced package of financial services and products. We therefore seek to combine the best of two worlds: the local presence of the Local Rabobanks and the expertise and scale of a large organization. The underlying purpose of Rabobank Nederland’s co-operative structure is to provide high quality services and products to its customers at reasonable prices, while maintaining the financial stability of the Rabobank Group.

Historically, we engaged primarily in lending to the agricultural and horticultural sectors in the Dutch market. Since the 1990s, we have also offered a wide variety of commercial banking and other financial services not only in the Netherlands but also internationally. As part of an ongoing program, we have increased both the number and type of products and services available to our customers in order to diversify from a traditional savings and mortgage-based business to be a provider of a full range of financial products and services, both in the Netherlands and internationally. To this end we pursue an ‘Allfinanz’ concept, meaning that we provide an integrated range of financial services comprised primarily of retail banking, wholesale banking, asset management and investment, insurance and leasing to a wide range of both individual and corporate customers.

As part of this Allfinanz strategy, we focus on operations that produce fee-based income in addition to our traditional interest-based income sources.

Through Rabobank Nederland, the Local Rabobanks and our specialized subsidiaries, the Rabobank Group provides services in the following five core business areas: Retail Banking, Wholesale Banking, Asset Management and Investment, Insurance and Leasing. 9

DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP Business Activities of the Rabobank Group Retail Banking We provide a variety of lending and savings services in the Netherlands through our network of Local Rabobanks and their domestic offices and agencies. For 2003, we had a market share of 26% of new home mortgages in the Dutch mortgage market (22% by Local Rabobanks and 4% by Obvion).

At the end of 2003, we had an 85% market share of loans and advances made by banks to the Dutch primary agricultural sector (measured via sample tests). At the end of 2003, we also had a 39% market share of domestic loans to the trade, industry and services sector (i.e., small enterprises with less than 100 employees; measured by sample test). At December 31, 2003 we had a 38% market share in the Dutch private savings market. In 2003, our Retail Banking operations accounted for 55%, or EUR 1,643 million, of our gross operating profit.1 Wholesale Banking Through Rabobank Nederland Corporate Clients (‘RNCC’), Rabobank International and its subsidiary Rabo Securities N.V.

and Group Treasury (our treasury department), we provide a variety of wholesale banking services, including advising on mergers and acquisitions and stock transactions, lending and providing special financing arrangements to both domestic and international corporate clients. In 2003, our Wholesale Banking operations accounted for 33% or EUR 987 million, of our gross operating profit. Asset Management and Investment We provide asset management, investment and private banking services to private, institutional and corporate investors through a number of subsidiaries. Robeco Group N.V. is the competence center for asset management services within the Rabobank Group, offering financial products and services to our asset management and investment operations.

Schretlen & Co. N.V. operates our private banking activities in the Netherlands and internationally. Effectenbank Stroeve N.V. provides asset management and investment advice to private individuals. The newly-acquired internet broker Alex provides investment services to its clients via the internet. In 2003, our Asset Management and Investment operations accounted for 5%, or EUR 157 million, of our gross operating profit.

Insurance Our insurance activities are undertaken primarily through Interpolis, in 2002 the fifth largest insurance company in the Netherlands in terms of premium turnover. Through its subsidiaries, Interpolis provides comprehensive life and non-life insurance services to our retail, agricultural and corporate customers. In 2003, premiums from life and non-life insurance activities were EUR 2,436 million and EUR 1,278 million, respectively. Gross operating profit from our Insurance operations, at EUR 174 million, accounted for 6% of our gross operating profit in 2003.

Leasing Our leasing activities are undertaken primarily by De Lage Landen.

De Lage Landen provides factoring and leasing services to corporate borrowers, primarily in the food and agribusiness, technology, healthcare and banking industries. At December 31, 2003, De Lage Landen had a loan portfolio of approximately EUR 12.3 billion. Gross operating profit from our leasing operations, at EUR 264 million, accounted for 9% of our gross operating profit in 2003. 1 As the Rabobank Group conducts more activities than the five core business areas, the gross operating profits of the five core business areas do not add up to 100% of consolidated gross operating profit.

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DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP Recent Developments Co-operation with Eureko Group On 11 February 2003 we announced that Rabobank Group and Eureko Group (which includes Achmea Holding N.V. in the Netherlands) signed a Letter of Intent to co-operate in the field of health insurance. Interpolis N.V. will sell health insurance policies of Achmea’s subsidiary Zilveren Kruis Achmea via Local Rabobanks and its own distribution channels. In addition, we announced that Rabobank Nederland will acquire a 5% stake in Eureko B.V. Eureko and Rabobank Nederland will also enter into an agreement of cross-representation on each other’s Supervisory Boards.

A representation at shareholder level, i.e. between the Vereniging Achmea and the Centrale Kringvergadering of Rabobank Nederland is also considered.

Eureko Group is a financial services provider headquartered in Amsterdam and has subsidiaries in 15 European countries. Achmea Holding N.V. is the largest subsidiary within the Eureko Group. Ag Services of America, Inc. In the fourth quarter of 2003, we bought Ag Services of America, Inc. for a consideration of about $47 million. The name was changed in Rabo Ag Services of America. Rabo Ag Services of America is a supplier of crop production financing to primarily corn and soya bean growers in the U.S. Lend Lease Agri-Business In the third quarter of 2003, we acquired Lend Lease Agri-Business, a subsidiary of Lend Lease Real Estate Investments and part of the Australia-based Lend Lease Group.

The name was changed to Rabo Agrifinance. Rabo Agrifinance provides agricultural producers with creative solutions to their long-term real estate financing needs. The consideration for the transaction has been about $45 million.

FGH Bank On July 24, 2003, we announced that we had entered into a letter of intent with HVB Real Estate Bank AG relating to our take-over of FGH Bank for a contemplated consideration of EUR 415 million. FGH Bank is a Dutch bank specializing in commercial real estate financing and at June 30, 2003 had a financing portfolio of approximately EUR 4 billion in the Netherlands. The transfer of FGH Bank shares to the Rabobank Group was effected on October 24, 2003. FGH Bank will continue its activities in the commercial real estate market under its own trademark within the Rabobank Group.

AMP Bank Limited On July 1, 2003, the Rabobank Group’s wholly owned subsidiary Rabobank New Zealand Limited completed the purchase of the rural lending portfolio of the New Zealand bank AMP Bank Limited.

The transaction involved the transfer and assignment to Rabobank New Zealand Limited of AUD$222 million (NZ$249 million) of rural loans and associated security documents. This transaction strengthened our position as a leading lender to rural clients in Australia and New Zealand. Offering of Trust Preferred Securities In November 2003 Rabobank Group has increased its core capital by USD 1.75 billion through an offering of Trust Preferred Securities to institutional investors. The securities were offered on a private placement basis mainly with U.S. pension funds and insurance companies. The proceeds qualify as Tier 1 or core capital for the Group.

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DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP Telia On 15 January 2004 the discussions between Rabobank Nederland's subsidiary De Lage Landen and the Swedish telecom company TeliaSonera about the acquisition of its wholly owned leasing company Telia Finans were completed successfully. Telia Finans focuses on leasing IT and Office Equipment on the Scandinavian market. Telia Finans has a leasing portfolio of approximately EUR 565 million. Settlement Royal Bank of Canada (RBC) In February 2004, Rabobank Nederland and the Royal Bank of Canada entered into an agreement about a claim that RBC thought to have on Rabobank International.

This claim arose from a swap transaction involving the bankrupt American energy company Enron.

The claim –initially an amount of USD 517 million- has been reduced in August 2003 by USD 195 million. This amount accrued to RBC after partition of the proceeds of the sale of EOG-shares over Rabobank, RBC and other Enron-creditors. Based upon the settlement with RBC, Rabobank took less than half of the remaining claim on its account, which was amply compensated by the relevant provision that the bank had taken. Joint Venture Rabobank and KBC On June 11, 2004 Rabobank and KBC Bank announced the set up of a joint venture for securities transactions processing for both KBC Bank and Rabobank Nederland.

Based in Eindhoven, the Netherlands, the new company will start operations in 2005, processing securities transactions for Rabobank Nederland. In 2006 the fully operational joint venture will start processing KBC’s securities transactions as well. It is expected that in 2006 the new company will employ some 160 persons. The joint venture is subject to the approval of the relevant supervisory authorities.

Outlook 2004 Some economic improvement is expected in 2004. Against this background, an increase in income should be possible. However, in order to attain our financial targets we must stick to our stringent cost management. Barring unforeseen circumstances, we expect further growth in net profit in 2004. Competition We compete in the Netherlands with several other large commercial banks and financial institutions, such as ABN AMRO, ING and Fortis. As a result of the overall improving liquidity of Dutch corporations, increased emphasis by banks on the credit quality of borrowers and the deregulation of capital markets, competition among banks has increased significantly during the past several years.

In addition, life insurance companies and pension funds in the Netherlands have become major competitors in the markets for residential mortgage loans and private savings. A significant shift from savings to investment has also occurred. As a consequence, deposits have constituted an increasingly smaller percentage, and direct borrowing in the public capital markets a larger percentage of our overall funding.

Our policy is to compete only in the sectors in which we can achieve and maintain a significant position. In the Dutch market, we are a market leader in many financial services: newly granted mortgage loans by amounts (26% in 2003), private savings (38% in 2003), small and medium-sized enterprises (39% in 2003, based on sample tests) and the agricultural sector (85% in 2003, based on sample tests). Our share of the corporate market has also been strengthened considerably. We also face strong competition in the international banking market. However, management believes that our strategy of offering products and services to customers in industries where we have a proven specialization reduces competitive pressures on our operating results from international activities.

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DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP Employees We believe that achieving our clients’ goals through financial services goes hand-in-hand with the personal development of our employees. Accordingly, in our view, good working conditions, terms of employment and ongoing development of our managers and employees are preconditions for achieving our strategy. Management believes its employee relations are good. In June 2003, we reached agreement with the unions on a new Collective Labour Agreement (‘CLA’). The new CLA has a 12-month term and provides for a 2.5% pay rise for our employees as from July 1, 2003.

The new CLA also provides that employees will contribute to the pension premiums subject to a transition period for existing employees. The new CLA also reflects the agreement with the unions on the principles of a new employee evaluation system based on performance management.

In 2003, the number of jobs at the combined Local Rabobanks declined by 1,921 due to efficiency programs and the advance of virtual channels for distribution of our products and services. At December 31, 2003 the Rabobank Group had approximately 57,055 employees (being 50,849 full-time equivalent employees), a decrease of 389 compared to December 31, 2002. Properties Rabobank Nederland and the Local Rabobanks typically own the land and buildings used in the normal course of their business activities in the Netherlands. Outside the Netherlands, the Rabobank Group entities also typically own the land and buildings used in the normal course of their business activities.

At December 31, 2003, the Local Rabobanks owned 1,378 branches within the Netherlands. In addition, we have part of our investment portfolio invested in land and buildings. Management believes that the Rabobank Group’s facilities are adequate for its present needs in all material respects.

Environmental Policies and Social Responsibility We seek to conduct our business activities in a manner that is responsive to environmental and social concerns. As a result, in assessing credit applications we believe it is relevant to consider issues such as sustainability, socially responsible business practice, genetic modification and ethics. In 2002, our internal guidelines were adjusted for these considerations and are now more in line with our general code of conduct, mission statement and code for genetic modification as well as our internal views on socially responsible business practices.

We believe that estimated environmental risks and social issues are important. We therefore consider not only current environmental laws and regulations, but also compliance with social standards, respect for the well- being of animals and the use of genetic modification as we carry out our business activities. The Local Rabobanks, in concert with their co-operative tradition and common values, also seek to find a proper balance between the various interests of people, the market and society. The Local Rabobanks attempt to reflect this balance in their lending policy, their engagement in local initiatives and the range of financial products offered to their clients.

Sustainability also plays an important part in their advising on business plans and realignments. The choice in favour of environmentally-friendly products and technology is often a source of innovation and helps to encourage suppliers of the Rabobank Group to operate in an environmentally friendly way.

In order to measure our progress in sustainability and social engagement, indicators were formulated in 2002 for both the reporting and managing of our activities. As a result, we believe our targets for sustainable housing, green investments, lending and human resources management are more objective than in the past. At the Rabobank Group level, this comprises a large number of indicators. According to an appraisal in September 2003 from the Swiss-based environmental rating agency Sustainable Asset Management Group, the Rabobank Group is among the international banking leaders in the area of sustainability.

The Rabobank Group achieved the highest score in the European banking sector and achieved second place world-wide. The Rabobank Group 13

DESCRIPTION OF BUSINESS OF THE RABOBANK GROUP was awarded a score of 74%, a 10% improvement on the first appraisal that was conducted in 2001. The previous appraisal also placed the Rabobank Group among the European and world-wide leaders. Legal Proceedings We are involved in litigation and arbitration proceedings in the Netherlands and in foreign jurisdictions, including the United States, involving claims by and against us which arise in the ordinary course of our businesses, including in connection with our activities as an insurer, lender, employer, investor and taxpayer. While it is not feasible to predict or determine the ultimate outcome of all pending or threatened proceedings and litigation, management believes that the ultimate outcome of the various proceedings and litigation already commenced, and/or any future proceedings and litigation, will not have a material adverse effect on our financial condition, given our size, robust balance sheet, stable income stream and prudent provisioning policy.

Stutts, et al. v. The De Dietrich Group, et al.

The Rabobank Group has been named as a defendant in Stutts, et al. v. The De Dietrich Group, et al. filed in the U.S. District Court for the Eastern District of New York. In the suit, certain U.S. veterans of the first Gulf War allege that they have sustained injuries as a result of the Rabobank Group (among other banks) having served as a correspondent bank with respect to letters of credit obtained by the Iraqi government in order to purchase materials that may have been used in chemical weapons. No response has yet been filed, but the Rabobank Group intends to defend the suit.

Group Insurance The companies within the Rabobank Group carry insurance of a type customary for the industries in which they operate.

Management believes that the insurance carried by these companies is maintained at a level which is adequate. 14

THE RABOBANK GROUP STRUCTURE Rabobank Nederland is a co-operative entity formed primarily as a result of the merger of the two largest banking co-operative entities in the Netherlands in December 1972. Rabobank Nederland, having its statutory seat in Amsterdam, was established for an unlimited period of time under Dutch law by a deed dated December 22, 1970 and executed by A.G. Lubbers, civil law notary in Amsterdam. The articles of association of Rabobank Nederland were last amended by a notarial deed dated June 6, 2002, and executed by H.J. Steinvoort, civil law notary in Amsterdam. Rabobank Nederland is registered with the Trade Register of the Chamber of Commerce in Amsterdam, the Netherlands under number 30046259.

A co-operative under Dutch law is a form of association with the statutory objective to provide for certain material needs of its members. Membership in Rabobank Nederland is open only to co-operative banks whose articles of association have been approved by Rabobank Nederland. Upon obtaining membership, Rabobank Nederland issues a number of shares (par value €455 each), the number of which is dependent upon the Local Rabobank’s balance sheet total. Since 1995, no new shares have been issued. The shares are fully paid up on issuance and are not permitted to be pledged, given in usufruct, or otherwise encumbered, alienated or transferred.

The articles of association provide that shares may be issued only pursuant to a resolution proposed by Rabobank Nederland’s Supervisory Board and approved by Local Rabobanks in a General Meeting. In certain circumstances, Rabobank Nederland may reacquire its shares from the Local Rabobanks. Pursuant to the articles of association, each Local Rabobank is obliged, by virtue of its membership, to participate in any future issue of shares in the same proportion as the proportion which existed in the year preceding the year of issue, between its balance sheet total and the sum of the balance sheet totals of all Local Rabobanks.

At June 30, 2003, 1.4 million shares (for an aggregate amount of €636 million) had been agreed issued to the Local Rabobanks. Although the Local Rabobanks do have some ownership rights with respect to Rabobank Nederland, their position with respect to ownership, as members of the Rabobank Group co-operative, cannot be compared to the position of shareholders in a corporation. Pursuant to Rabobank Nederland’s articles of association, if, in the event of Rabobank Nederland’s liquidation, whether by court order or otherwise, its assets should prove to be insufficient to meet its liabilities, the Local Rabobanks, as members of Rabobank Nederland at the time of the liquidation as well as those who ceased to be members in the year prior to the liquidation, shall be liable for the deficit in proportion to their respective last adopted balance sheet totals.

If it should prove impossible to recover the share of one or more liable members or former members in the shortfall, the remaining liable parties shall be jointly liable in the same proportion for the amount not recovered. Under the articles of association of Rabobank Nederland, the total amount for which members or former members are liable shall never exceed 3% of its last adopted balance sheet total. However, this limitation of liability under the articles of association of Rabobank Nederland does not affect the liability of the Local Rabobanks under the cross-guarantee system (the ‘Cross-Guarantee System’) and their liability under the compensation agreements, referenced below.

Rabobank Nederland’s functions within the Rabobank Group can be broadly divided into three areas. First, it functions as a ‘central bank’ to the Local Rabobanks, promoting the establishment, continued existence and development of co-operative banks. Rabobank Nederland also acts as central bank for the Local Rabobanks by entering into agreements with them (See ‘— Rabobank Nederland’s “Central Bank” Activitities’). Furthermore, Rabobank Nederland negotiates rights in the name of the Local Rabobanks and enters into commitments on their behalf, provided that such commitments have the same implications for all Local Rabobanks (for instance, the entering into collective labor agreements on behalf of the Local Rabobanks).

Second, Rabobank Nederland is entrusted with the supervision of the Local Rabobanks pursuant to the provisions of the Act on the Supervision of the Credit System 1992 (Wet toezicht kredietwezen 1992). Finally Rabobank Nederland operates its own banking business, both complementary to and independent of the business of the Local Rabobanks and is the holding company of the specialised subsidiaries.

The Local Rabobanks are organised as co-operative entities under Dutch law and draw all of their members from their customers. The number of Local Rabobanks has decreased from 349 at December 31, 2002 to 341 at 15

THE RABOBANK GROUP STRUCTURE June 30, 2003. At June 30, 2003, the Local Rabobanks had approximately 1.24 million members, an increase of approximately 133,000 members from the previous half year. Members of the Local Rabobanks do not make capital contributions to the Local Rabobanks and are not entitled to the equity of the Local Rabobanks. Members of the Local Rabobanks are not liable for any obligations of the Local Rabobanks.

The Cross-Guarantee System In accordance with section 12 of the 1992 Act on the supervision of the credit system (Wet toezicht kredietwezen 1992), an internal Cross-Guarantee System is in place whereby certain entities within the Rabobank Group are liable for the other participants’ financial obligations in case of a shortfall of funds. Participating entities within the Rabobank Group are Rabobank Nederland, the Local Rabobanks, certain entities within the De Lage Landen group of companies, Schretlen, Rabohypotheekbank N.V. and Raiffeisenhypotheekbank N.V. As a result of the Cross-Guarantee System, for regulatory and financial reporting purposes, Rabobank Nederland and the Local Rabobanks, as well as the participating finance subsidiaries, are treated as a consolidated entity.

In addition, Rabobank Nederland has assumed liability for the debts arising from legal transactions of a number of other Rabobank Group companies under Section 403 of the Dutch Civil Code.

Compensation Agreements In addition, the Local Rabobanks have entered into several compensation agreements whereby shortfalls of Local Rabobanks with respect to equity, profitability, Loan Loss reserves, and due to financing Losses are financed by charging all Local Rabobanks. In effect, the system interlinks the reserves of the Local Rabobanks. In connection therewith, the articles of association of each of the Local Rabobanks provide that any surplus balance on the profit and loss account shall be allocated to the general reserve, although each Local Rabobank can, up to a limit, choose to allocate a portion to causes of local or general interest.

The articles of association of each Local Rabobank further provide that reserves shall on no account be distributed to the members of the Local Rabobank, including upon liquidation.

Under the intra-group credit support system, including the Cross-Guarantee System, Local Rabobanks effectively first cover each other’s shortfalls, before Rabobank Nederland or any of the other entities become involved. Rabobank Nederland’s ‘Central Bank’ Activities The Cross-Guarantee System operates in concert with the regulatory and administrative oversight of the Local Rabobanks by Rabobank Nederland. Notwithstanding the fact that Rabobank Nederland is supervised by the Dutch Central Bank on a consolidated basis, Rabobank Nederland has been assigned by law (section 12 of the 1992 Act on the Supervision of the Credit System - Wet toezicht kredietwezen 1992) the responsibility for ensuring compliance by the Local Rabobanks with the Dutch Central Bank’s capital adequacy and liquidity regulations.

The Dutch Central Bank’s capital adequacy regulations are intended to preserve a bank’s ability to withstand loan losses and other business risks through reserves and retained earnings. The internal standards actually applied by Rabobank Nederland, however, are more conservative than the regulations promulgated by the Dutch Central Bank. This policy partly reflects the fact that co-operative banks, which cannot raise new capital by the issue of shares, can only grow and maintain an appropriate ratio of reserves to total liabilities by making profits. Any Local Rabobank whose ratio of reserves to total liabilities fails to meet internal solvency standards is subject to stricter supervision by Rabobank Nederland; in particular, its authority to make lending decisions within the Rabobank Group lending limits is restricted.

Should a Local Rabobank fail to perform adequately, Rabobank Nederland has the power to replace its management under the articles of association. The Local Rabobanks are permitted to have accounts only with Rabobank Nederland, which is the sole outlet for each Local Rabobank’s excess liquidity and acts as treasurer to the Local Rabobanks. Each Local Rabobank 16

THE RABOBANK GROUP STRUCTURE is obliged by Rabobank Nederland to keep a certain portion of its own deposits on current account with Rabobank Nederland. The Rabobank Group Controller and Group Treasury co-ordinate asset and liability management for the Rabobank Group. Group Treasury manages the liquidity of the Rabobank Group by making investments in liquid assets or by obtaining short-, medium- and long-term funds from the domestic and international markets. In addition to being a regular issuer of debt securities in the international capital markets, through international and domestic medium-term notes, international commercial paper and asset-backed commercial paper conduit programs, Group Treasury also deals for its own account in the financial markets.

These activities are partly undertaken in implementation of Rabobank Nederland’s liquid asset management function. Rabobank Nederland’s funding policy seeks to match maturities of loans and the funding for such loans through issuances of securities in the international capital markets. Rabobank Nederland also participates in international foreign exchange and money market trading transactions. The Rabobank Group Controller’s office is responsible for monitoring capital adequacy and profitability and managing compliance with the financial standards set by the Dutch Central Bank and internal interest rate risk parameters.

In addition to its capital adequacy standards, Rabobank Nederland, when advising Local Rabobanks on interest rates and lending criteria, aims for a desired level of profitability for each Local Rabobank. Every Local Rabobank is subject to the supervision of the Rabobank Group Audit Department, which makes routine and spot inspections. Rabobank Nederland advises and supports the Local Rabobanks on a day-to-day basis on all aspects of the Local Rabobanks’ or their customers’ businesses, including marketing, establishment of interest rates (both on deposits and on loans), asset and liability management, security valuation and assessment, co-financing and large-scale financing, trade financing, foreign exchange, securities transactions, portfolio management, insurance, travel and legal matters.

In addition to advice and support, Rabobank Nederland provides a number of administrative services to the Local Rabobanks, including payment transfers (domestic and internationally), check clearances, accounting, auditing and the management and co-ordination of personnel policy and administration. 17

GOVERNANCE OF RABOBANK GROUP Rabobank Nederland has a Supervisory Board and an Executive Board. The Supervisory Board (raad van commissarissen) of Rabobank Nederland consists of at least seven persons and is responsible for monitoring Rabobank Nederland’s policy, compliance with applicable legislation and its articles of association and examining and reporting to the General Meeting on the annual statement of accounts.

The Supervisory Board also appoints the Rabobank Group’s external auditor, whose statement on accounts is also submitted to the General Meeting. Members of the Supervisory Board are appointed by the General Meeting. The Executive Board (raad van bestuur) of Rabobank Nederland consists of at least two members. The number of members is determined by the Supervisory Board. The members are appointed by the Supervisory Board and may be suspended and removed by the Supervisory Board. The Executive Board prepares and executes Group strategy and the appointment, suspension and removal of general managers of Rabobank Nederland and has responsibility for the management of Rabobank Nederland, which includes, under the approval of the Supervisory Board, the authorisation of debenture issues of Rabobank Nederland (and, in effect, the entire Rabobank Group to the extent that the affairs of the Local Rabobanks are subject to the supervision of Rabobank Nederland).

The Executive Board is responsible for the compilation of the annual statement of accounts for adoption by the General Meeting and the recommendation of the profit appropriation to Rabobank Nederland’s members. At present, the Executive Board consists of six persons. No individual may be a member of both Rabobank Nederland’s Supervisory Board and Rabobank Nederland’s Executive Board. No member of the Supervisory Board is permitted to belong to the staff of Rabobank Nederland, a Local Rabobank or any institution affiliated with Rabobank Nederland, nor is a member of the Supervisory Board permitted to belong to the Supervisory Board of a Local Rabobank.

No member of the Executive Board is permitted to hold office with, or be employed by, any Local Rabobank. The members of the Supervisory Board and the Executive Board cannot hold any office with a credit institution within the meaning of the Credit System Supervision Act which is not in any way affiliated with Rabobank Nederland. The following persons, all of whom are resident in the Netherlands except Mr. Berndsen who is resident in Belgium, are appointed members of the Supervisory Board and the Executive Board of Rabobank Nederland. Supervisory Board of Rabobank Nederland Year Term Name Appointed Expires Lense (L.) Koopmans, Chairman 2002 2005 Leo (L.J.M.) Berndsen 2002 2005 Teun (T.) de Boon 2002 2004 Bernard (B.) Bijvoet 2002 2004 Sjoerd (S.E.) Eisma 2002 2005 Marinus (M.) Minderhoud 2002 2007 Hans (J.A.A.M.) van Rossum 2002 2006 Herman (H.C.) Scheffer 2002 2006 Martin (M.J.M.) Tielen 2002 2006 Aad (A.W.) Veenman 2002 2006 Antoon (A.J.A.M.) Vermeer 2002 2007 18

GOVERNANCE OF RABOBANK GROUP Executive Board of Rabobank Nederland Year Name Appointed Nationality Bert (H.) Heemskerk, Chairman 2002 Dutch Hans (J.C.) ten Cate 2000 Dutch Piet (P.W.) Moerland 2003 Dutch Piet (P.J.A.) van Schijndel 2002 Dutch Rik (D.J.M.G.) baron van Slingelandt 1996 Dutch Jac (J.J.) Verhaegen 2001 Dutch The members of the Supervisory Board and the Executive Board have elected domicile at the head office of Rabobank Nederland at Croeselaan 18, 3521 CB Utrecht, the Netherlands. Management of the Local Rabobanks A board of directors and a supervisory board govern each Local Rabobank within the Rabobank Group.

The Local Rabobank’s supervisory board, with the approval of Rabobank Nederland, appoints one member of the board of directors, the managing director. The rest of the members of the board of directors and supervisory board are elected by and from the members of that Local Rabobank. The managing director, without prejudice to the responsibility of the board of directors, shall in particular be charged with the management of the business of the Local Rabobank as well as with the preparation and implementation of the policies of the Local Rabobank.

Representatives of the Local Rabobanks meet annually at the General Meeting of Rabobank Nederland to approve, amongst other things, the annual statement of accounts, to approve, amongst other things, any changes in the articles of association, and to elect members of Rabobank Nederland’s Supervisory Board, who hold office for four-year terms. 19

REGULATION OF RABOBANK NEDERLAND General Overview Rabobank Nederland is a credit institution (kredietinstelling) organized under the laws of the Netherlands. The principal Netherlands law applicable to Rabobank Nederland is the 1992 Act on the supervision of the credit system (Wet toezicht kredietwezen 1992) (the ‘Netherlands Act’), under which Rabobank Nederland is supervised by the Dutch Central Bank and the Dutch Minister of Finance.

Rabobank Nederland and the various Rabobank Group entities are also subject to certain European Union (‘EU’) directives which have a significant impact on the regulation of the Rabobank Group’s banking, asset management and broker-dealer businesses in the EU and the regulation and control of local central banks and monetary authorities of the various countries in which the Group does business.

Rabobank Nederland, the Local Rabobanks and the subsidiaries of Rabobank Nederland are in compliance in all material respects with the applicable banking and insurance regulations and capitalization and capital base requirements of each applicable jurisdiction. Basel Standards The Basel Committee on Banking Supervision of the Bank for International Settlements develops international capital adequacy guidelines based on the relationship between a bank’s capital and its credit risks. In this context, on July 15, 1988, the Basel Committee adopted risk-based capital guidelines (the ‘Basel guidelines’), which have been implemented by banking regulators in the countries that have endorsed them.

The Basel guidelines are intended to strengthen the soundness and stability of the international banking system. The Basel guidelines are also intended to reduce an existing source of competitive inequality among international banks by harmonising the definition of capital and the rules for the evaluation of asset risks and by establishing a uniform target capital base ratio (capital to risk-weighted assets). Supervisory authorities in each jurisdiction have, however, some discretion in determining whether to include particular instruments as capital under the Basel guidelines and to assign different weights, within a prescribed range, to various categories of assets.

The Basel guidelines were adopted by the European Community and applied to all banks and financial institutions in the EU, and on January 1, 1991, the Dutch Central Bank implemented them and they were made part of Netherlands regulations.

In June 1999, the Basel Committee proposed a review of the Basel guidelines of 1988. Since then, a proposal for a new capital accord has been introduced by the Basel Committee on Banking Supervision in a consultative paper, which has been discussed by several international working parties. A third consultative document was issued in April 2003. Eventually, the proposals will need to be translated into national regulations by the national supervisors – in the Group's case, the Dutch Central Bank. The target is to achieve a flexible framework that is more closely in line with internal risk control and that will result in a more sophisticated credit risk weighting.

In 2002, the Rabobank Group joined in a global exercise initiated by the Basel Committee, aimed at establishing the consequences of the preliminary proposals. Given its traditionally low (credit) risk profile, it came as no surprise that the new capital adequacy requirements for the Rabobank Group are significantly lower than the current ones. The goal of the Basel Committee is to complete ‘Basel II’ promptly. The Rabobank Group has already started the implementation of the expected proposals. The adoption of Basel II is also expected to result in a proposal for a new EU regulatory capital directive in 2004, with a targeted adoption date of September 2005 and a time frame for implementation of the directive by EU member states by the end of 2007.

Basel II will impact the areas of risk sensitivity, group structures, equity holdings in non-banks and retail exposures.

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REGULATION OF RABOBANK NEDERLAND European Union Standards The European Community has adopted a capital adequacy regulation for credit institutions in all its member states based on the Basel guidelines. In 1989, the EC adopted the Council Directive of April 17, 1989 on the ‘own funds’ of credit institutions (the ‘Own Funds Directive’), defining qualifying capital (‘own funds’), and the Council Directive of December 18, 1989 on a capital base ratio for credit institutions (the ‘Capital Base Ratio Directive’ and, together with the Own Funds Directive, the ‘EC Directives’), setting forth the required ratio of own funds to risk-adjusted assets and off-balance sheet items.

The EC Directives required the EU member states to transform the provisions of the Capital Base Ratio Directive and the provisions of the Own Funds Directive into national law directly binding on banks operating in the member states. The EC Directives permit EU member states, when transforming the EC Directives into national law, to establish more stringent requirements, but do not permit more lenient requirements.

Netherlands Regulation General In 2001, a major supervisory reform was undertaken in the Netherlands. The sector-oriented supervision (by the Dutch Central Bank on banks, the Pensions Insurance Supervisory Board on pension funds insurance institutions and the Netherlands Authority for the Financial Markets on securities institutions) has been replaced by a more functional approach. As of September 2002, supervision has been divided into prudential supervision, carried out by the Dutch Central Bank and the Pension and Insurance Supervisory Board together, and conduct of business supervision, carried out by the Netherlands Authority for the Financial Markets.

Pursuant to authority granted under the Netherlands Act, the Dutch Central Bank, on behalf of the Dutch Minister of Finance, supervises and regulates the majority of the Rabobank Group’s activities. The Netherlands Authority for the Financial Markets also carries out conduct of business supervision. Set forth below is a brief summary of the principal aspects of the Netherlands Act.

The Netherlands Act Scope of the Act A credit institution is any enterprise whose business it is to receive funds repayable on demand or subject to notice and to grant credits or make investments for its own account. Rabobank Nederland and various Rabobank Group entities, including each of the Local Rabobanks are credit institutions and, because they are engaged in the securities business as well as the commercial banking business, each is considered a 'universal bank'. These entities may accordingly be restricted from making capital contributions or loans to their respective subsidiaries.

Licensing Under the Netherlands Act, a credit institution established in the Netherlands is required to obtain a license from the Dutch Central Bank before engaging in any banking activities.

The requirements to obtain a license, among others, are as follows: (i) the day-to-day policy of the credit institution must be determined by at least two persons; (ii) the credit institution must have a body of at least three members which has tasks similar to those of a board of supervisory directors; and (iii) the credit institution must have a minimum equity (eigen vermogen) of €5,000,000. Also, the Dutch Central Bank shall refuse to grant a license if, among other things, it is of the view that (i) the persons who determine the day-to-day policy of the credit institution have insufficient expertise to engage in the business of the credit institution, (ii) the interests of (future) creditors could be materially prejudiced given the intentions or credentials of one or more persons who determine the policy of the credit institution or (iii) through a qualified holding in the credit institution, influence on the policy of such enterprise or institution may be exercised which is contrary to ‘prudent banking policy’ (‘gezond bankbeleid’).

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REGULATION OF RABOBANK NEDERLAND In addition to certain other grounds, the license may be revoked if a credit institution fails to comply with the requirements for maintaining it. Reporting and Investigation A credit institution is required to file with the Dutch Central Bank its annual financial statements in a form approved by the Dutch Central Bank, which includes a balance sheet and a profit and loss statement that have been certified by a qualified auditor in the Netherlands or an equally qualified foreign auditor who is licensed in the Netherlands. In addition, a credit institution is required to file with the Dutch Central Bank or a designated agency monthly balance sheets, on a basis established by the Dutch Central Bank, which also has the option to demand more frequent reports (including reports certified by a qualified auditor in the Netherlands or an equally qualified foreign auditor who is licensed in the Netherlands).

The credit institutions’ reports to the Dutch Central Bank are required to be 'truthful and not misleading'.

A credit institution must also inform the Dutch Central Bank of any change in number and the identity or the credentials of the persons determining its day-to-day policy. Furthermore, a credit institution must also inform the Dutch Central Bank if it fails to comply, or to comply fully, with the Dutch Central Bank’s standards regarding capital base, liquidity or administrative organisation. Supervision The Dutch Central Bank exercises supervision with respect to the solvency and liquidity of credit institutions, supervision of the administrative organisation of credit institutions and structure supervision relating to credit institutions.

To this end, the Dutch Central Bank has issued the following general guidelines: – Solvency Supervision The guidelines of the Dutch Central Bank on solvency supervision require that a credit institution maintains equity in an amount equal to at least eight per cent. of its risk-bearing operations. These guidelines also impose limitations on the aggregate amount of claims (including extensions of credit) a credit institution may have against one debtor or a group of related debtors.

– Liquidity Supervision The guidelines of the Dutch Central Bank relating to liquidity supervision require that a credit institution maintains sufficient liquid assets against certain liabilities of the credit institution. The basic principle of the liquidity directives is that liquid assets must be held against ‘net’ liabilities of credit institutions (after netting out claims and liabilities in a maturity schedule) so that the liabilities can be met on the due dates or on demand, as the case may be. These guidelines impose additional liquidity requirements if the amount of liabilities of a credit institution with respect to one debtor or group of related debtors exceeds a certain limit.

– Structure Supervision The Netherlands Act provides that a credit institution must obtain a declaration of no-objection from the Minister of Finance (or, in certain cases, determined by the Minister of Finance from the Dutch Central Bank) before, among other things, (i) reducing its own funds by way of repayment of capital or distribution of reserves, (ii) holding, acquiring or increasing a ‘qualified holding’ in another enterprise or institution if such qualified holding amounts to or exceeds ten per cent, (iii) acquiring all or a substantial part of the assets and liabilities of another enterprise or institution, (iv) merging with another enterprise or institution or (v) proceeding to financial or corporate reorganization.

For purposes of the Netherlands Act, ‘qualified holding’ is defined to mean the holding, directly or indirectly, of an interest of more than five per cent. of the issued share capital or voting rights in an enterprise or institution, or a similar form of control. 22

REGULATION OF RABOBANK NEDERLAND In addition, any person is permitted to hold, acquire or increase a qualified holding in a credit institution, or to exercise any voting power in connection with such holding, only after such declaration of no-objection has been obtained. – Administrative Supervision The Dutch Central Bank also supervises the administrative organisation of the individual credit institutions, including Rabobank Nederland and the Local Rabobanks, their financial accounting system and internal controls. The administrative organisation must be such as to ensure that a credit institution has at all times a reliable and up-to-date overview of its rights and obligations.

Furthermore, the electronic data processing systems, which form the core of the accounting system, must be secured in such a way as to ensure optimum continuity, reliability and security against fraud. As part of the supervision of administrative organisations, the Dutch Central Bank has also stipulated that this system must be able to prevent conflicts of interests, including the abuse of insider information.

Emergencies The Netherlands Act contains an ‘emergency regulation’ which can be declared in respect of a credit institution by a Dutch court at the request of the Dutch Central Bank if such credit institution is in a position which requires special measures for the protection of its creditors. As of the date of the emergency, only the court appointed administrators have the authority to exercise the powers of the representatives of the credit institution. Furthermore, the emergency regulation provides for special measures for the protection of the interests of the creditors of the credit institution.

A credit institution can also be declared in a state of bankruptcy by the court.

Rabobank Nederland and the Local Rabobanks file consolidated monthly and annual reports that provide a true and fair view of their respective financial position and results with the Dutch Central Bank. Rabobank Nederland's independent auditors audit these reports annually. 23

KEY FIGURES OF THE RABOBANK GROUP KEY FIGUREShhhhhhhhhhhhhh 2003 2002 2001 2000 1999 Volume of services (in EUR millions) Total assets 403,305 374,720 363,679 342,920 281,218 Private sector lending 235,425 212,323 197,262 179,137 161,074 Funds entrusted 172,571 171,632 172,174 146,705 127,527 Assets managed 1) 184,000 168,000 194,400 166,100 139,800 Premium income, insurance 3,893 3,660 3,926 3,417 2,867 Financial position and solvency (in EUR millions) Reserves 17,270 14,911 13,0302) 13,108 11,867 Tier I capital 19,660 17,202 15,0922) 14,653 13,007 Tier I+ Tier II capital 19,892 17,414 15,5422) 15,093 13,650 Total risk-weighted assets 182,820 165,843 152,812 142,278 129,801 Solvency requirement 14,626 13,268 12,225 11,382 10,384 Tier 1 ratio 10.8 10.3 9.92) 10.3 10.0 BIS ratio 10.9 10.5 10.22) 10.6 10.5 Profit and loss account (in EUR millions) - Interest 6,010 5,391 5,082 4,585 4,499 - Commission and other income 3,228 3,173 3,352 3,175 2,307 Total income 9,238 8,564 8,434 7,760 6,806 Operating expenses 6,243 5,839 5,965 5,459 4,826 Value adjustments to receivables 575 500 480 360 350 Value adjustments to financial fixed assets 18 252 59 9 0 Addition to the fund for general banking risks 0 0 0 52 100 Operating profit before taxation 2,402 1,973 1,930 1,880 1,530 Taxation on operating profit 733 514 532 507 423 Third-party interests 266 209 192 179 87 Net profit 1,403 1,250 1,206 1,194 1,020 Ratios Return on reserves 9.4% 9.6% 9.2% 10.1% 9.8% Efficiency ratio 67.6% 68.2% 70.7% 70.3% 70.9% Other data (numbers of) 2003 2002 2001 2000 1999 Member banks 328 349 369 397 424 Offices: - branches 1,378 1,516 1,648 1,727 1,795 - agencies 356 402 455 548 610 Cash dispensing machines 2,981 2,979 2,889 2,676 2,546 Foreign offices 222 169 137 142 147 Employees: - total number 57,055 58,096 58,120 55,098 53,147 - full-time equivalents 50,849 51,867 52,173 49,711 48,224 Members (x1,000) 1,360 1,108 825 550 510 1) As a result of a change in definition, assets under management can no longer be compared with amounts disclosed in previous financial statements.

2) The effect of the change in accounting policy of pensions as of 1 January 2002 is included in the computation of reserves and of the Tier I and BIS ratio as at December 2001. General: Due to consolidation effects, the figures relating to Group entities will not always correspond with Rabobank Group totals. Changes in terms of percentages can vary as a result of rounding. 24

SELLING RESTRICTIONS 1 General To the best of its knowledge and belief, each Dealer has agreed to comply with all applicable laws and regulations in each country or jurisdiction in which it purchases, offers, sells or delivers Notes or CDs or has in its possession or distributes offering material relating to the Notes and CDs and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of any Notes or CDs under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries, in all cases at its own expense.

The Issuer acknowledges that the Dealers do not have any practical or legal means at their disposal to seek to enforce any restrictions on the secondary trading of Notes or CDs, nor to monitor or control the activities of the participants in such secondary market. 2 The United States of America The Notes and CDs have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act (“Regulation S“) or pursuant to an exemption from the registration requirements of the Securities Act.

Each Dealer has represented that it has offered and sold and agreed that it will offer and sell the Notes or CDs (1) as part of their distribution at any time and (2) otherwise until 40 days after completion of the distribution of such Note or CD as determined, and certified to the Issuer and the relevant Dealer, by the Issue Agent, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, nor any of its affiliates nor any person acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes or CDs, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S.

Each Dealer has agreed to notify the Issue Agent so that the Issue Agent may determine the completion of the distribution of all Notes or CDs. Each Dealer has agreed that, at or prior to confirmation of sale of Notes or CDs, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes or CDs from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.

persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of such Note or CD, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this Clause 2 have the meanings given to them by Regulation S. 3 The United Kingdom Each Dealer has represented, warranted and agreed that: (a) in relation to Notes and CDs which have a maturity of 365 days, it has not offered or sold and, prior to the expiry of a period of six months from the issue date of such Notes or CDs, will not offer or sell any such Notes or CDs to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; 25

SELLING RESTRICTIONS (b) in relation to any Notes and CDs which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes or CDs other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes or CDs would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 ( the “FSMA”) by the Issuer; (c) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes or CDs in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (d) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes or CDs in, from or otherwise involving the United Kingdom.

4 Japan The Notes and CDs have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”). Accordingly, each Dealer has represented, warranted and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes or CDs in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and other relevant laws and regulations of Japan.

5 The Netherlands Zero Coupon Notes and Zero Coupon CDs (both as defined below) in definitive form may only be transferred and accepted, directly or indirectly, within, from or into the Netherlands through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V. with due observance of the Dutch Savings Certificates Act (Wet inzake Spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations (including registration requirements). Such restrictions do not apply (a) to a transfer and acceptance of Zero Coupon Notes or Zero Coupon CDs in definitive form between individuals not acting in the course of a business or profession, or (b) to the initial issue of Zero Coupon Notes or Zero Coupon CDs to the first holders thereof, or (c) to the transfer and acceptance of Zero Coupon Notes or Zero Coupon CDs in definitive form within, from or into the Netherlands if all Zero Coupon Notes or all Zero Coupon CDs, as the case may be, (either in definitive form or as rights representing an interest in a Zero Coupon Note or Zero Coupon CD in global form) are physically issued outside the Netherlands and are not physically distributed within the Netherlands in the course of primary trading or immediately thereafter.

26

SELLING RESTRICTIONS For the purpose of this paragraph, “Zero Coupon Notes” and “Zero Coupon CDs” are Notes and CDs, respectively, that are in bearer form and that constitute a claim for a fixed sum against the Issuer and on which interest does not become due during their tenor or on which no interest is payable whatsoever. 6 Switzerland Each Dealer has agreed that any issue of Notes or CDs denominated in Swiss Francs will be made in compliance with the guidelines of the Swiss National Bank regarding issues of Swiss Franc denominated debt securities.

7 Singapore This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore.

Accordingly, each Dealer has represented, warranted and agreed that it has not circulated or distributed and nor will it circulate or distribute this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes nor has it offered or sold and nor will it offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor specified in Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

27

TAXATION The comments below are intended as a general guide to the current position under Singapore law and Netherlands law, do not constitute advice and are subject to the fourth paragraph on page 1. Persons who are in any doubt as to their tax position should consult their professional advisers. 1 Singapore The statements below are general in nature and are based on certain aspects of current tax laws in Singapore, taxation measures announced by the Singapore Minister for Finance in the 2004 Budget and administrative guidelines issued by the Monetary Authority of Singapore applicable as at the date of this Information Memorandum and are subject to any changes in such laws, announced taxation measures or administrative guidelines, or the interpretation of those laws, taxation measures or guidelines, occurring after such date, which changes could be made on a retroactive basis.

Neither those statements nor any other statements in this Information Memorandum are to be regarded as advice on the tax position of any holder of the CDs or Notes or of any person acquiring, selling or otherwise dealing with the CDs or Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the CDs or Notes. The statements do not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, own or dispose of the CDs or Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules.

Holders and prospective holders of the CDs or Notes who are in doubt about their respective tax positions or any such tax implications of the acquisition, ownership or disposal of CDs or Notes or who may be subject to tax in a jurisdiction other than Singapore should consult their own professional advisers.

Interest Payments Subject to the following paragraphs, payments falling within Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (the "ITA") (including interest and certain discount income) are deemed to be derived from Singapore where the payments are: (a) borne, directly or indirectly, by a person resident in Singapore (except in respect of a business carried on outside Singapore through a permanent establishment outside Singapore) or a permanent establishment in Singapore; (b) deductible against any income accruing in or derived from Singapore; or (c) income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Further, such payments where made to a person not known to be a resident in Singapore for tax purposes are subject to withholding tax in Singapore (at a rate of 20 per cent. with effect from the year of assessment 2005, on the basis that the taxation measures announced by the Minister for Finance in the 2004 Budget will be duly legislated). However, if the payment is due and payable on or after 28 February 1996, and is derived by a person not resident in Singapore from sources other than its trade, business, profession or vocation carried on or exercised in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the withholding tax rate is 15 per cent.

The rate of 15 per cent. may be reduced by applicable tax treaties.

The Minister for Finance has announced in the 2004 Budget an exemption from tax for certain Singapore- sourced investment, including: (a) interest from debt securities; and (b) discount income (not including discount income from secondary trading) from debt securities, the tenure of which is one year or less, 28

TAXATION derived by an individual on or after 1 January 2004, otherwise than through a partnership, and which is not considered as gains or profits from any trade, business or profession. In addition, as the Programme as a whole is arranged by Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(Rabobank Nederland), Singapore Branch, which is a Financial Sector Incentive (Bond Market) Company (as defined in the ITA), the CDs and Notes issued or to be issued under the Programme during the period from 14 July 2004 to 31 December 2008 ("Relevant Securities") are "qualifying debt securities" for the purposes of the ITA. Accordingly: (a) interest on Relevant Securities, and (on the basis that the taxation measures announced by the Minister for Finance in the 2004 Budget will be duly legislated) discount income (not including discount income from secondary trading) on Relevant Securities (the tenure of which is one year or less) ("Relevant Discount Income"), received by a holder who is not resident in Singapore and who does not have any permanent establishment in Singapore is exempt from Singapore tax.

Non-residents who carry on any operation through permanent establishments in Singapore will also have the benefit of this exemption, provided that the funds used by them to acquire the Relevant Securities are not obtained from any operation in Singapore. Funds from Singapore operations means, in relation to a person, the funds and profits of that person's operations through a permanent establishment in Singapore; (b) subject to certain conditions having been fulfilled (including the submission by or on behalf of the Issuer of a return on debt securities to the Comptroller of Income Tax in Singapore (the "Comptroller")), interest on Relevant Securities and Relevant Discount Income received by any company or body of persons in Singapore is subject to tax at a concessionary rate of 10 per cent.; and (c) subject to: (i) the Issuer including in all offering documents relating to the Relevant Securities a statement to the effect that any person whose interest or discount income derived from the Relevant Securities is not exempt from tax shall include such interest or discount income in a return of income made under the ITA; and (ii) the Issuer, or such other person as the Comptroller may direct, furnishing to the Comptroller a return on the debt securities within such period as the Comptroller may specify and such other particulars in connection with the Relevant Securities as the Comptroller may require, interest and Relevant Discount Income derived from the Relevant Securities is not subject to withholding of tax by the Issuer.

However, notwithstanding the foregoing: (a) if during the primary launch of any tranche of Relevant Securities, such Relevant Securities are issued to fewer than four persons and 50 per cent. or more of the principal amount of such Relevant Securities is beneficially held or funded, directly or indirectly, by related parties of the Issuer, such Relevant Securities would not qualify as "qualifying debt securities"; and (b) even though a particular tranche of Relevant Securities are "qualifying debt securities", if, at any time during the tenor of such tranche of Relevant Securities, 50 per cent.

or more of the principal amount of such Relevant Securities is held beneficially or funded, directly or indirectly, by any related party(ies) of the Issuer, interest and discount income derived from that tranche of Relevant Securities held by: (i) any related party of the Issuer; or (ii) any other person where the funds used by such person to acquire such Relevant Securities are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the withholding tax exemption or the concessionary rate of tax of 10 per cent. described above.

29

TAXATION The term "related party", in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. Notwithstanding that the Issuer is permitted to make payment in respect of the Relevant Securities without deduction or withholding for tax under Section 45(1) of the ITA, any person whose interest or discount income derived from the Relevant Securities is not exempt from tax is required to include such interest or discount income in a return of income made under the ITA.

Gains from disposal of CDs and Notes Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains from the sale of Notes as part of a trade or business carried on by that person in Singapore may be taxable as such gains are considered revenue in nature. In addition, where a person derives interest from a negotiable certificate of deposit such as a CD or derives gains or profits from the sale thereof, his income shall be treated as follows: (a) in the case of a financial institution, the interest and the gains or profits shall be deemed to be income from a trade or business under Section 10(1)(a) of the ITA; (b) in any other case, the interest and the gains or profits shall be deemed to be interest under Section 10(1)(d) of the ITA, subject to the following provisions: (i) if interest is received by a subsequent holder of a CD, the income derived from such interest shall exclude the amount by which the purchase price exceeds the issue price of that CD, except where that amount has been excluded in the computation of any previous interest derived by him in respect of that CD; (ii) where a subsequent holder sells a CD after receiving interest therefrom, the gains or profits shall be deemed to be the amount by which the sale price exceeds the issued price or the purchase price, wherever is lower; and (iii) for the purposes of sub-paragraph (ii) above, where a subsequent holder purchases a CD at a price which is less than the issued price and holds that CD until its maturity, the amount by which the issued price exceeds the purchase price shall be deemed to be interest derived by him.

It is not entirely certain whether any Singapore tax is required to be withheld from the proceeds of a disposal of CDs, in particular in respect of any amount which is deemed to be interest under Section 10(1)(d) of the ITA. It is also not entirely certain whether, in the event that withholding is required, the exemption for interest derived from qualifying debt securities discussed above, or any other exemption, is applicable to such deemed interest.

Accordingly, holders and prospective holders of the CDs and the Notes should consult their own professional advisers as to the tax treatment of the disposals of the CDs and the Notes. 2 The Netherlands The following describes the principal Dutch tax consequences of the acquisition, holding and disposal of the Notes and CDs. This summary does not purport to be a comprehensive description of all Dutch tax considerations that may be relevant to a decision to acquire, to hold, and to dispose of the Notes and CDs. Each prospective Note- or CD holder should consult his or her own professional adviser with respect to the tax consequences of an investment in the Notes and CDs.

The discussion of certain Dutch taxes set forth below is included for general information purposes only.

30

TAXATION This summary is based on Dutch tax legislation, published case law, and other regulations in force as of the date of this prospectus, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. Withholding tax Income from the Notes and CDs are not subject to Dutch withholding tax provided that they: (i) will not carry interest or any other payment which is wholly or partially contingent or deemed to be contingent on the profits or on the distribution on profits of Rabobank Nederland, or a related party (verbonden lichaam), or if the Notes/CDs will carry such interest or other payment the term of the Notes/CDs does not exceed 10 years, and (ii) will not carry interest or any other payment which becomes only due dependent on the profits, or on a distribution of profits by Rabobank Nederland, or a related party (verbonden lichaam), or if the Notes/CDs will carry such interest or other payment the Notes are not subordinated and the term of the Notes/CDs does not exceed 50 years.

Corporate Income tax and Individual Income Tax Residents of the Netherlands If the Note- and/or CD holder is resident or deemed resident of the Netherlands is subject to Dutch corporate income tax and the Notes and/or CDs are attributable to its business in the Netherlands, income derived from these Notes/CDs and gains realized upon the disposal, transfer or alienation of these Notes/CDs are subject to corporate income tax at a maximum rate of 34.5 per cent. If the Note- and/or CD holder is an individual, resident or deemed to be resident of the Netherlands (including the non-resident individual holder who has opted to be taxed as a resident of the Netherlands), the actual income derived from these Notes/CDs and the actual gains realized upon the disposal, transfer or alienation of these Notes/CDs are subject to individual income tax at the progressive tax rates of the Income Tax Act 2001, if: (i) the Note- and/or CD holder has an enterprise or an interest in an enterprise, to which enterprise or part thereof, as the case may be, the Notes and /or CDs are attributable; or (ii) the Holder performs activities with respect to the Notes and/or CDs that exceed "regular active portfolio management" (normaal, actief vermogensbeheer), within the meaning of section 3.4 of the Income Tax Act 2001.

If the above-mentioned conditions (i) or (ii) do not apply to the individual holder, the actual income derived from the Notes and/or CDs and the actual gains realized with respect to the Notes and/or CDs will not be subject to individual income tax. Instead, the individual holder will be taxed on deemed income from "savings and investments" (sparen en beleggen) within the meaning of section 5.1 of the Income Tax Act 2001. This deemed income amounts to 4 per cent of the average of the individual's "yield basis" (rendementsgrondslag) at the beginning of the year and the individual's yield basis at the end of the year, insofar the average exceeds a certain threshold.

The minimum of the individual's yield basis is deemed to amount to nil. The 4 per cent deemed income from savings and investments is taxed annually at a flat rate of 30 per cent. The fair market value of the Notes and/or CDs will be included in the individual yield basis.

31

TAXATION Non-residents of the Netherlands A Note- and/or CD holder that is not a resident nor deemed to be a resident of the Netherlands nor opts to be taxed as a resident of the Netherlands for Dutch tax purposes is not subject to Dutch income tax in respect of income derived from the Notes and/or CDs and capital gains realized upon the disposal, transfer or alienation of the Notes and/or CDs, provided that: (i) the Note- and /or CD holder does not have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which Netherlands permanent establishment or permanent representative, as the case may be, the Notes and/or CD's are attributable; (ii) the Note- and/or CD holder does not perform activities in the Netherlands with respect to the Notes and/or CDs that exceed 'regular active portfolio management'.

A Noteholder or a CD holder will not become resident, or deemed resident in the Netherlands, or become subject to taxation in the Netherlands by reason only of the holding of a Note and/or CD or the execution, delivery and/or enforcement of the Notes and /or CDs or performance by Issuers of their obligations thereunder or under the Notes and the CDs. Gift, estate or inheritance tax Residents of the Netherlands Generally, gift and inheritance taxes will be due in the Netherlands in respect of the acquisition of the Notes and /or CDs by way of gift, or on the death of a Note- or CD holder who is a resident or deemed to be a resident of the Netherlands at the time of the gift or his or her death.

An individual of the Dutch nationality is deemed to be a resident of the Netherlands for the purpose of the Dutch gift and inheritance tax, if he or she has been resident in the Netherlands during the ten years preceding the gift or his or her death. An individual of any other nationality is deemed to be a resident of the Netherlands for the purpose of the Dutch gift tax only if he or she has been resident in the Netherlands at any time during the twelve months preceding the time of the gift. Applicable tax treaties and EU court cases may override deemed residency.

Non-residents of the Netherlands No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of the Note/CD by way of gift by, or a result of the death of, a Holder who is neither a resident nor deemed to be a resident of the Netherlands, unless: (i) such Holder at the time of the gift has, or at the time of his death had an enterprise or an interest in an enterprise that is or was, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands and to which Dutch enterprise or part thereof, as the case may be, the Note/CDs are or were attributable; (ii) the Note/CDs are or were attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor is or the deceased was entitled to a share in the profits of that enterprise, at the time of the gift or at the time of his or her death, other than by way of securities or through an employment contract; or 32

TAXATION (iii) in the case of gift of the Note/CDs by any individual who, at the date of gift, was neither a resident nor deemed resident in the Netherlands, such individual dies within 180 days after the date of gift, while being resident or deemed resident in the Netherlands. VAT There is no Netherlands value added or turnover tax payable in respect of the payment by the Holder in consideration for the issue of the Notes and/or CDs, in respect of any payment by the Issuer of interest or principal under the Notes and/or CDs, or the transfer of the Notes and/or CDs. Other taxes and duties No capital duty, registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will be payable in the Netherlands by a Holder in respect of or in connection with the subscription, issue, placement, allotment or delivery of the Notes and /or CDs.

3 Savings tax directive of the European Union The European Council of Finance Ministers (ECOFIN) adopted a new Directive regarding the taxation of savings income in the form of interest payments on 3 June 2003 within the European Union. The EU Member States will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a paying agent within its jurisdiction to an individual resident in that other Member State, subject to the right of certain Member States (Belgium, Luxembourg and Austria) to opt instead for a withholding system for a transitional period in relation to such payments, unless during such period they elect otherwise.

This Savings Tax Directive will have to be implemented by the Member States before January 1, 2004 and may enter into force not earlier than from January 1, 2005 onwards, depending upon the conclusions of certain agreements relating to information exchange with certain other countries as Switzerland, Liechtenstein e.o.

The European Union is currently in negotiations with some of these states to introduce similar measures like in the European Union regarding the taxation of savings. 33

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (Rabobank Nederland) (Established as a co-operative under the laws of the Netherlands, having its statutory seat in Amsterdam) (acting through its Singapore Branch) Issue Date . Series No . . Specified Currency . Maturity Date . . Principal or Nominal Amount1 .

. Denomination1 . Redemption Amount1/2 . . Interest Basis3 . Calculation Agent4 . . Fixed Interest Rate5 : (per cent. per annum . Interest Payment Dates6 . .

Interest Commencement Date7 . Margin8 . . Reference Banks8 . Reference Rate9 . . 1 For value received, COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) (the “Issuer”) promises to pay to the bearer of this global note (the “Global Note”) on the above-mentioned Maturity Date: (a) the above Principal or Nominal Amount; or (b) if the Redemption Amount is specified to be an amount to be calculated by the Calculation Agent named above, in accordance with the redemption calculation, a copy of which is attached to this Global Note (the “Redemption Calculation”) and/or is available for inspection at the office of the Principal Paying Agent referred to below, the amount so calculated, and to pay (in any case) interest thereon at the rate and at the times (if any) specified hereon.

2 All such payments shall be made in accordance with an Agency Agreement dated 14 July 2004 between the Issuer, the Principal Paying Agent and the Issue Agent, a copy of which is available for inspection at the office of Deutsche Bank AG (acting through its London Branch) (the “Principal Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, all subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and, on maturity, surrender of this Global Note at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the currency specified above as the Specified Currency maintained by the bearer in the principal financial centre in the country of that currency (or, (i) if 1 Must be a minimum of S$100,000 or its equivalent per Note represented by this Global Note.

2 Insert either “Principal Amount” or “the amount calculated in accordance with the attached redemption calculation”. 3 Insert “Discount”, “Fixed Rate” or “Floating Rate”. 4 Complete for index linked notes or floating rate notes. 5 Complete for fixed rate notes only. 6 Complete for fixed rate notes or floating rate notes if interest is payable before Maturity Date. 7 Complete for fixed rate notes or floating rate notes denominated in Japanese Yen only. 8 Complete for floating rate notes only. 9 Complete for floating rate notes only (state whether LIBOR, EONIA or SONIA). 34

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) the Specified Currency is Euro, by transfer to a Euro account with a bank in Europe by transfer to, or cheque drawn on, an account specified by the payee or (ii) if the Specified Currency is U.S. dollars, to such account as is specified by the payee outside the United States of America). If the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to conform to, such Directive.

3 This Global Note is issued in representation of an issue of notes in the aggregate Principal Amount or Nominal Amount and having the Denomination specified above. This Global Note is denominated in all cases in an amount of at least S$100,000 or its equivalent in the Specified Currency quoted by the Issue Agent at or about 11.00 a.m. (London time) on the Issue Date.

4 All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, duties, assessments or charges in any nature now or hereafter imposed, levied, collected, withheld or assessed in the Netherlands and Singapore or any political subdivision or taxation authority of or in either of the foregoing (“Taxes”). If the Issuer, its Singapore Branch or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note or the holder or beneficial owner of any interest herein or rights in respect hereof after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable: (a) to the bearer of this Global Note or the holder or beneficial owner of any interest herein or rights in respect hereof where such deduction or withholding is required by reason of the bearer, holder or beneficial owner having some connection with the jurisdiction imposing the Taxes other than the mere holding of and payment in respect of this Global Note; or (b) in respect of any deduction or withholding which would not have been required but for the presentation by the bearer of this Global Note for payment on a date more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or the date on which payment hereof is duly provided for, whichever occurs later; or (c) to the bearer of this Global Note or any interest herein or rights in respect hereof where such deduction or withholding would not have been required to be paid had a declaration of non- residence or similar claim for exemption been made by the bearer; or (d) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting on 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) if the Global Note is presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union.

5 The payment obligation of the Issuer represented by this Global Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu without any preference with all present and future unsecured and unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by law) and shall not be limited to the assets of the Singapore Branch of the Issuer. 35

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) 6 If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this Global Note or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment.

If the Maturity Date falls on a day which is not a Payment Business Day, payment hereof shall be made on the next succeeding Payment Business Day (unless that falls in the next calendar month, or is more than one year after the Issue Date (or, in the case of Notes where the Specified Currency is Sterling, 365 days), in which case payment shall be made on the immediately preceding Payment Business Day). “Payment Business Day”, as used herein, shall mean any day on which banks are open for business in Singapore, London, Amsterdam and in the principal financial centre of the country of the currency of payment (or where the currency is Euro, on which the TARGET system is open).

7 This Global Note is negotiable and, accordingly, title hereto shall, in accordance with applicable law, pass by delivery and, except as ordered by a court of competent jurisdiction or as required by law, the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof). 8 This Global Note is issued in respect of an issue of notes of the Issuer and is exchangeable in whole (but not in part only) in the limited circumstances set forth in paragraph 9 below for duly executed and authenticated bearer notes in definitive form (whether before, on or after the Maturity Date) on the tenth business day following presentation hereof during normal business hours to the Issuer at the above office or Deutsche Bank AG (acting through its London Branch), acting as Issue Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer).

Upon such surrender, the Issue Agent shall authenticate and deliver, in exchange for this Global Note, bearer definitive notes denominated in the Specified Currency and the Denomination specified above in aggregate Principal Amount or Nominal Amount (as applicable) equal to the Principal Amount or Nominal Amount (as applicable) of this Global Note.

9 If (i) Euroclear or Clearstream, Luxembourg or any other clearing system through which this Global Note is cleared (an “Alternative Clearing System”) are closed for a continuous period of 14 days (other than by reason of public holidays) or announces an intention permanently to cease business or in fact does so and/or (ii) default is made in the payment referred to above, the Issuer hereby undertakes that it will issue to the bearer duly executed and authenticated bearer definitive notes in accordance with paragraph 8. 10 If definitive notes are not issued in accordance with the provisions above in full exchange for this Global Note before 5.00 p.m.

(London time) on the fourtieth day after surrender, this Global Note (including the obligation hereunder to issue definitive notes) will become void and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 14 July 2004 entered into by the Issuer).

11 If the Interest Basis for this Global Note is Fixed Rate or Floating Rate, then: (a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Note falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and (b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Global Note, the Schedule hereto shall be duly completed by the relevant Paying Agent to reflect such payment.

36

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) 12 If the interest Basis for this Global Note is Fixed Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at the Fixed Interest Rate specified above; and (b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph.

13 If the Interest Basis for this Global Note is Floating Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at a rate (the “Rate of Interest”) determined on the following basis: I.

in the case of a Global Note which specifies LIBOR (London Interbank Offering Rate) as the Reference Rate, (i) on the second business day before the beginning of each Interest Period (each the “Interest Determination Date”) the Calculation Agent named above will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. Such offered rate will be that which appears on the display designated as page 3750 on the Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank offered rates of major banks for deposits in the Specified Currency for a duration equal to the Interest Period).

The Rate of Interest for such Interest Period shall be the rate which so appears plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (ii) if on any Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration equal to the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. The Rate of Interest for such Interest Period shall be such quotation (if only one is provided), or the arithmetic mean (rounded, if necessary, up to the nearest 1/16th per cent.) of such quotations (if two are so provided), plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and (iii) if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period shall be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) shall have applied; II.

in the case of a Global Note which specifies EONIA (European Overnight Index Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: 37

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) (i) D N EONIA n i i i 360 1 360 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which the TARGET system is open) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which the TARGET system is open) in chronological order from, and including, the first business day (which shall be a day on which the TARGET system is open) in the Interest Period; EONIAi means for any day “i” in the Interest Period, a reference rate equal to EONIA; Ni means the number of calendar days in the Interest Period on which the rate is EONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which the TARGET system is open), EONIAi for such calendar day shall be deemed to be EONIAi for the immediately preceding business day; D means the number of calendar days in the Interest Period; EONIA means a reference rate equal to the Euro Overnight Index Average rate as calculated by the European Central Bank and appearing on Telerate Page 247 at approximately 7.00 p.m.

Central European Time in respect of that day; (ii) Non-availability of EONIA In the event that Telerate Page 247 is not available or EONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four major banks in the Euro-zone interbank market (which shall be any bank in the panel from time to time providing such quotations to the European Central Bank for the purposes of calculating EONIA) and EONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the EONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert; III. in the case of a Global Note which specifies SONIA (Sterling Overnight Interbank Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N SONIA n i i i 365 1 365 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which banks are open for business in London) in the Interest Period concerned; 38

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which banks are open for business in London) in chronological order from, and including, the first business day (which shall be a day on which banks are open for business in London) in the Interest Period; SONIAi means for any day “i” in the Interest Period, a reference rate equal to SONIA; Ni means the number of calendar days in the Interest Period on which the rate is SONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which banks are open for business in London), SONIAi for such calendar day shall be deemed to be SONIAi for the immediately preceding business day (which shall be a day on which banks are open for business in London); D means the number of calendar days in the Interest Period; SONIA means a reference rate equal to the Sterling Overnight Index Average rate as calculated by the Wholesale Markets Brokers’ Association and appearing on Telerate Page 3937 under the heading “Sterling Overnight Index” at approximately 5.00 p.m.

London Time in respect of that day; (ii) Non-availability of SONIA In the event that Telerate Page 3937 is not available or SONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four leading banks in the London interbank market for overnight deposits in sterling for the purposes of calculating SONIA and SONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the SONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert; IV. in the case of a Global Note which specifies SIBOR (Singapore Interbank Offering Rate) as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the offered rate for deposits in Singapore dollars for a period equal to the duration of such Interest Period which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11.00 A.M.

SINGAPORE TIME” and the column headed SIBOR/USD on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other Screen Page as may be provided hereon) and plus or minus the Margin (expressed in basis points); (ii) if no such rate appears on the Moneyline Telerate Page 50157 (or such other replacement page thereof), the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on such Interest Determination Date, determine the Rate of Interest for such Interest Period which shall be the rate that appears on Moneyline Telerate Page 7310 of the Moneyline Telerate Service (or such other replacement page thereof), being the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Interest Period plus or minus the Margin (expressed in basis points); (iii) if no such rate appears on the Moneyline Telerate Page 7310 (or such other replacement page thereof or if no rate appears on such other Screen Page as may be provided hereon) 39

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) or if Moneyline Telerate Page 7310 (or such other replacement page thereof or such other Screen Page as may be provided hereon) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore dollars are offered by it at approximately 11.00 a.m. (Singapore time) on the Interest Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Interest Period in an amount comparable to the Principal Amount or Nominal Amount (as applicable).

The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (iv) if on any Interest Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with (iii) above on the basis of the quotations of those Reference Banks providing such quotations; and (v) if on any Interest Determination Date one only or none of the Reference Banks provides he Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on the Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate, plus or minus the Margin (expressed in basis points), or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date plus or minus the Margin (expressed in basis points); V. in the case of a Global Note which specifies Swap Rate as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the Average Swap Rate for such Interest Period (determined by the Calculation Agent as being the rate which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M.

SINGAPORE TIME” and the column headed “SGD Fixing” on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50157 for the purpose of displaying the swap rates of leading reference banks) at or about the 11.00 a.m. (Singapore time) on such Interest Determination Date and for a period equal to the duration of such Interest Period) and plus or minus the Margin (expressed in basis points). (ii) if on any Interest Determination Date, no such rate is quoted on Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) or Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) is unavailable for any reason, the 40

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) Calculation Agent will determine the Average Swap Rate (which shall be rounded up, if necessary, to the nearest 1/16 per cent.) for such Interest Period in accordance with the following formula: In the case of Premium: Average Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Average Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate which appears under the caption “SINGAPORE INTERBANK OFFER RATES (US$)” on Moneyline Telerate Page 50163-50164 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50163-50164 for the purpose of displaying Singapore interbank United States Dollar offered rates of leading reference banks) at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Spot Rate = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks and which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M. SINGAPORE TIME” and the column headed “Spot” on Moneyline Telerate Page 50165- 50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165-50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Premium or Discount = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks for a period equivalent to the duration of the Interest Period concerned which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M. SINGAPORE TIME” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165-50168 for the purpose of displaying the spot rates and swap 41

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; and T = the number of days in the Interest Period concerned. The Rate of Interest for such Interest Period shall be the Average Swap Rate (as determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points); (iii) if on any Interest Determination Date any one of the components for the purposes of calculating the Average Swap Rate under (ii) above is not quoted on the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) or the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of the Reference Banks to provide the Calculation Agent with quotations of their Swap Rates for the Interest Period concerned at or about 11.00 a.m.

(Singapore time) on that Interest Determination Date and the Rate of Interest for such Interest Period shall be the Average Swap Rate for such Interest Period (which shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the Swap Rates quoted by the Reference Banks to the Calculation Agent) and plus or minus the Margin (expressed in basis points). The Swap Rate of a Reference Bank means the rate at which that Reference Bank can generate Singapore Dollars for the Interest Period concerned in the Singapore interbank market at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date and shall be determined as follows: In the case of Premium: Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate per annum at which United States Dollar deposits for a period equivalent to the duration of the Interest Period concerned are being offered by that Reference Bank to prime banks in the Singapore interbank market at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date; Spot Rate = the rate at which that Reference Bank sells United States Dollars spot in exchange for Singapore Dollars in the Singapore interbank market at or about 11.00 a.m. (Singapore time) on the relevant 42

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) Interest Determination Date; Premium = the premium that would have been paid by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; Discount = the discount that would have been received by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; and T = the number of days in the Interest Period concerned.

(iv) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with quotations of their Swap Rate(s), the Average Swap Rate shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m. (Singapore time) on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate and the Rate of Interest for the relevant Interest Period shall be the Average Swap Rate (as so determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points) or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and plus or minus the Margin (expressed in basis points); (b) the Calculation Agent will, as soon as practicable after 5.00 p.m. (London time) in the case of a Global Note which specifies LIBOR or SONIA as the Reference Rate, or after 7.00 p.m. (Central European Time) in the case of a Global Note which specifies EONIA as the Reference Rate or after 11.00 a.m. (Singapore time) in the case of a Global Note which specifies SIBOR or Swap Rate as the Reference Rate on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period.

The Amount of Interest shall be calculated by applying the Rate of Interest to the Principal Amount or Nominal Amount (as applicable) of one Global Note of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, or, if this Global Note is denominated in Singapore dollars or Sterling, by 365, and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties; (c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall (save in the case of manifest error) be conclusive and binding as between the Issuer and the bearer hereof; 43

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) (d) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph; and (e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.

Such notice will be delivered to the bearer of this Global Note, or if that is not possible, it will be published in The Business Times or in another leading Singapore daily newspaper. 14 If this Global Note is denominated in Euro, instructions for payment must be received at the office of the Principal Paying Agent referred to above together with this Global Note at least two business days (which shall be a day on which the TARGET system is open) prior to the relevant payment date. 15 If this Global Note is denominated in Japanese Yen: (a) instructions for payment must be received at the office of the Principal Paying Agent together with this Global Note at least two Business Days (which shall be days on which commercial banks are open for business in London and in the principal financial centre in the country of the Specified Currency) (a “Business Day”) prior to the relevant payment date; and (b) notwithstanding the provisions of paragraphs 12 and 13 above, interest (if any) will accrue from the Interest Commencement Date specified above.

16 If this Global Note is denominated in (i) United States dollars, instructions for payment must be received at the office of the Principal Paying Agent together with this Global Note at least two Business Days prior to the relevant payment date and (ii) any currency other than United States dollars or any currency other than those specified in paragraphs 14 or 15 above, instructions for payment must be received at the office of the Principal Paying Agent together with this Global Note at least two Business Days prior to the relevant payment date.

17 This Global Note shall not be validly issued unless manually authenticated by Deutsche Bank AG (acting through its London branch), as Issue Agent.

18 This Global Note is governed by, and shall be construed in accordance with, the laws of Singapore. The Issuer irrevocably agrees for the benefit of the bearer that the courts of Singapore shall have non-exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Global Note (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of Singapore being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

The Issuer agrees that the process by which any Proceedings in Singapore are begun may be served on it by being delivered to and it hereby elects domicile at 77 Robinson Road, #09-00 SIA Building, Singapore 068896 (Attention: Legal Department) or its other branch office in Singapore from time to time. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of Singapore shall not (and shall not be construed so as to) limit the right of the bearer hereof to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. To the extent that the Issuer may in any jurisdiction claim for itself or its assets 44

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Issuer agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction. AUTHENTICATED by DEUTSCHE BANK AG (ACTING THROUGH ITS LONDON BRANCH). without recourse, warranty or liability and for authentication purposes only By .

.

(Authorised Signatory) Signed manually or in facsimile on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) By . . (Authorised Signatory) 45

FORM OF MULTICURRENCY GLOBAL NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) Payments of Interest The following payments of interest in respect of this Global Note have been made: Date Made Payment From Payment To Amount Paid Notation on behalf of Paying Agent 46

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

(Rabobank Nederland) (Established as a co-operative under the laws of the Netherlands, having its statutory seat in Amsterdam) (acting through its Singapore Branch) Issue Date . Series No . . Specified Currency . Maturity Date . . Principal or Nominal Amount1 . . Denomination1 . Redemption Amount:1/2 . . Interest Basis4 . Calculation Agent3 . . Fixed Interest Rate5 : (per cent. per annum . Interest Payment Dates6 . .

Interest Commencement Date7 . Margin8 . . Reference Banks8 . Reference Rate9 . . 1 For value received, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) (the “Issuer”) promises to pay to the bearer of this definitive note (the “Note”) on the above-mentioned Maturity Date: (a) the above Principal or Nominal Amount; or (b) if the Redemption Amount is specified to be an amount to be calculated by the Calculation Agent named above, in accordance with the redemption calculation, a copy of which is attached to this Note (the “Redemption Calculation”) and/or available for inspection at the office of the Principal Paying Agent referred to below, the amount so calculated, and to pay (in any case) interest thereon at the rate and at the times (if any) specified hereon.

2 All such payments shall be made in accordance with an Agency Agreement dated 14 July 2004 between the Issuer, the Principal Paying Agent and the Issue Agent, a copy of which is available for inspection at the office of Deutsche Bank AG (acting through its London branch), (the “Principal Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, all subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and, on maturity, surrender of this Note at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the currency specified above as the Specified Currency maintained by the bearer in the principal financial centre in the country of that currency (or, (i) if the Specified Currency is Euro, by transfer to a Euro account with a bank in Europe or (ii) if the Specified Currency is U.S.

dollars, to such account as is specified by the payee outside the United States of 1 Must be a minimum of S$100,000 or its equivalent per Note represented by this Note. 2.

Insert either “Principal Amount” or “the amount calculated in accordance with the attached redemption calculation”. 3 Complete for index linked notes or floating rate notes. 4 Insert “Discount”, “Fixed Rate” or “Floating Rate”. 5 Complete for fixed rate notes only. 6 Complete for fixed rate notes or floating rate notes if interest is payable before Maturity Date. 7 Complete for fixed rate notes or floating rate notes denominated in Japanese Yen only. 8 Complete for floating rate notes only. 9 Complete for floating rate notes only (state whether LIBOR, EONIA OR SONIA). 47

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) America).

If the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to conform to, such Directive.

3 All payments in respect of this Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, duties, assessments or charges in any nature now or hereafter imposed, levied, collected, withheld or assessed in the Netherlands and Singapore or any political subdivision or taxation authority of or in either of the foregoing (“Taxes”). If the Issuer, its Singapore Branch or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Note or the holder or beneficial owner of any interest herein or rights in respect hereof after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable: (a) to the bearer of this Note or any interest herein or rights in respect hereof where such deduction or withholding is required by reason of the bearer having some connection with the jurisdiction imposing the Taxes other than the mere holding of and payment in respect of this Note; or (b) in respect of any deduction or withholding which would not have been required but for the presentation by the bearer of this Note for payment on a date more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or the date on which payment hereof is duly provided for, whichever occurs later; or (c) to the bearer of this Note or any interest herein or rights in respect hereof where such deduction or withholding would not have been required to be paid had a declaration of non-residence or similar claim for exemption been made by the bearer; or (d) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting on 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) if such Notes are presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union.

4 The payment obligation of the Issuer represented by this Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu without any preference with all present and future unsecured and unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by law) and shall not be limited to the assets of the Singapore Branch of the Issuer. 5 If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this Note or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment.

If the Maturity Date falls on a day which is not a Payment Business Day, payment hereof shall be made on the next succeeding Payment Business Day (unless that falls in the next calendar month, or is more than one year after the Issue Date (or, in the case of Notes where the Specified Currency is Sterling, 365 days), in which case payment shall be made on the immediately preceding Payment Business Day). “Payment Business Day”, as used herein, shall mean any day on 48

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) which banks are open for business in Singapore, London, Amsterdam and in the principal financial centre of the country of the currency of payment (or where the currency is Euro, on which the TARGET system is open). 6 This Note is negotiable and, accordingly, title hereto shall, in accordance with applicable law, pass by delivery and except as ordered by a court of competent jurisdiction or as required by law, the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

7 If the Interest Basis of this Note is Fixed Rate or Floating Rate, then: (a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and (b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Note, the Schedule hereto shall be duly completed by the relevant Paying Agents to reflect such payment.

8 If the Interest Basis of this Note is Fixed Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at the Fixed Interest Rate specified above; and (b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph 8.

9 If the Interest basis of this Note is Floating Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at a rate (the “Rate of Interest”) determined on the following basis: I.

in the case of a Note which specifies LIBOR (London Interbank Offering Rate) as the Reference Rate, (i) on the second business day before the beginning of each Interest Period (each the “Interest Determination Date”) the Calculation Agent named above will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. Such offered rate will be that which appears on the display designated as page 3750 on the Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank rates of major banks for deposits in the Specified Currency for a duration equal to the Interest Period).

The Rate of Interest for such Interest Period shall be the rate which so appears plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and 49

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) (ii) if on any Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration equal to the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. The Rate of Interest for such Interest Period shall be such quotation (if only one is provided), or the arithmetic mean (rounded, if necessary, up to the nearest 1/16th per cent.) of such quotations (if two are provided), plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and (iii) if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period shall be the Rate of Interest in effect for the last preceding Interest Period to which (i) and (ii) above shall have applied; II.

in the case of a Note which specifies EONIA (European Overnight Index Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N EONIA n i i i 360 1 360 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which the TARGET system is open) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which the TARGET system is open) in chronological order from, and including, the first business day (which shall be a day on which the TARGET system is open) in the Interest Period; EONIAi means for any day “i” in the Interest Period, a reference rate equal to EONIA; Ni means the number of calendar days in the Interest Period on which the rate is EONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which the TARGET system is open), EONIAi for such calendar day shall be deemed to be EONIAi for the immediately preceding Target Business Day (which shall be a day on which the TARGET system is open); D means the number of calendar days in the Interest Period; EONIA means a reference rate equal to the Euro Overnight Index Average rate as calculated by the European Central Bank and appearing on Telerate Page 247 at approximately 7.00 p.m.

Central European Time in respect of that day; (ii) Non-availability of EONIA In the event that Telerate Page 247 is not available or EONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four major banks in the Euro-zone interbank market (which shall be any bank in the panel from time to time providing such quotations to the European Central Bank for the purposes of calculating EONIA) and EONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such 50

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) quotations (being at least two). If fewer than two quotations are provided, the EONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert. III. in the case of a Note which specifies SONIA (Sterling Overnight Interbank Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N SONIA n i i i 365 1 365 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which banks are open for business in London) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which banks are open for business in London) in chronological order from, and including, the first business day (which shall be a day on which banks are open for business in London) in the Interest Period concerned; SONIAi means for any day “i” in the Interest Period, a reference rate equal to SONIA; Ni means the number of calendar days in the Interest Period on which the rate is SONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which banks are open for business in London), SONIAi for such calendar day shall be deemed to be SONIAi for the immediately preceding business day (which shall be a day on which banks are open for business in London); D means the number of calendar days in the Interest Period; SONIA means a reference rate equal to the Sterling Overnight Index Average rate as calculated by the Wholesale Markets Brokers’ Association and appearing on Telerate Page 3937 under the heading “Sterling Overnight Index” at approximately 5.00 p.m.

London Time in respect of that day; (ii) Non-availability of SONIA In the event that Telerate Page 3937 is not available or SONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four leading banks in the London interbank market for overnight deposits in sterling for the purposes of calculating SONIA and SONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the SONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert; IV. in the case of a Note which specifies SIBOR (Singapore Interbank Offering Rate) as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the offered rate for deposits in Singapore dollars for a period equal to the duration of such Interest Period which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER 51

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) RATE FIXING AT 11.00 A.M. SINGAPORE TIME” and the column headed SIBOR/USD on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other Screen Page as may be provided hereon) and plus or minus the Margin (expressed in basis points); (ii) if no such rate appears on the Moneyline Telerate Page 50157 (or such other replacement page thereof), the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on such Interest Determination Date, determine the Rate of Interest for such Interest Period which shall be the rate that appears on Moneyline Telerate Page 7310 of the Moneyline Telerate Service (or such other replacement page thereof), being the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Interest Period plus or minus the Margin (expressed in basis points); (iii) if no such rate appears on the Moneyline Telerate Page 7310 (or such other replacement page thereof or if no rate appears on such other Screen Page as may be provided hereon) or if Moneyline Telerate Page 7310 (or such other replacement page thereof or such other Screen Page as may be provided hereon) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore dollars are offered by it at approximately 11.00 a.m.

(Singapore time) on the Interest Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Interest Period in an amount comparable to the Principal Amount or Nominal Amount (as applicable). The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (iv) if on any Interest Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with (iii) above on the basis of the quotations of those Reference Banks providing such quotations; and (v) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on the Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate, plus or minus the Margin (expressed in basis points), or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date plus or minus the Margin (expressed in basis points); V. in the case of a Note which specifies Swap Rate as the Reference Rate, 52

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the Average Swap Rate for such Interest Period (determined by the Calculation Agent as being the rate which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M. SINGAPORE TIME” and the column headed “SGD Fixing” on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50157 for the purpose of displaying the swap rates of leading reference banks) at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and for a period equal to the duration of such Interest Period) and plus or minus the Margin (expressed in basis points). (ii) if on any Interest Determination Date, no such rate is quoted on Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) or Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will determine the Average Swap Rate (which shall be rounded up, if necessary, to the nearest 1/16 per cent.) for such Interest Period in accordance with the following formula: In the case of Premium: Average Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Average Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate which appears under the caption “SINGAPORE INTERBANK OFFER RATES (US$)” on Moneyline Telerate Page 50163-50164 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50163-50164 for the purpose of displaying Singapore interbank United States Dollar offered rates of leading reference banks) at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Spot Rate = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks and which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M. SINGAPORE TIME” and the column headed “Spot” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or 53

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) such other page as may replace Moneyline Telerate Page 50165- 50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Premium or Discount = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks for a period equivalent to the duration of the Interest Period concerned which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M.

SINGAPORE TIME” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165-50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about the 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; and T = the number of days in the Interest Period concerned. The Rate of Interest for such Interest Period shall be the Average Swap Rate (as determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points); (iii) if on any Interest Determination Date any one of the components for the purposes of calculating the Average Swap Rate under (ii) above is not quoted on the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) or the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of the Reference Banks to provide the Calculation Agent with quotations of their Swap Rates for the Interest Period concerned at or about 11.00 a.m.

(Singapore time) on that Interest Determination Date and the Rate of Interest for such Interest Period shall be the Average Swap Rate for such Interest Period (which shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the Swap Rates quoted by the Reference Banks to the Calculation Agent) and plus or minus the Margin (expressed in basis points). The Swap Rate of a Reference Bank means the rate at which that Reference Bank can generate Singapore Dollars for the Interest Period concerned in the Singapore interbank market at or about the 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date and shall be determined as follows: In the case of Premium: Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 54

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) In the case of Discount: Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate per annum at which United States Dollar deposits for a period equivalent to the duration of the Interest Period concerned are being offered by that Reference Bank to prime banks in the Singapore interbank market at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date; Spot Rate = the rate at which that Reference Bank sells United States Dollars spot in exchange for Singapore Dollars in the Singapore interbank market at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date; Premium = the premium that would have been paid by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; Discount = the discount that would have been received by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; and T = the number of days in the Interest Period concerned. (iv) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with quotations of their Swap Rate(s), the Average Swap Rate shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate and the Rate of Interest for the relevant Interest Period shall be the Average Swap Rate (as so determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points) or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and plus or minus the Margin (expressed in basis points); 55

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) (b) the Calculation Agent will, as soon as practicable after 5.00 p.m. (London time) in the case of a Note which specifies LIBOR or SONIA as the Reference Rate, or after 7.00 p.m. (Central European Time) in the case of a Note which specifies EONIA as the Reference Rate, or after 11.00 a.m. (Singapore time) in the case of a Note which specifies SIBOR or Swap Rate as the Reference Rate on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period.

The Amount of Interest shall be calculated by applying the Rate of Interest to the Principal Amount or Nominal Amount (as applicable) of one Note of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360 or, if this Note is denominated in Singapore dollars or Sterling, by 365 and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties; (c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall (save in the case of manifest error) be conclusive and binding as between the Issuer and the bearer hereof; (d) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph; and (e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.

Such notice will be delivered to the bearer of this Note or, if that is not possible, it will be published in The Business Times or in another leading Singapore daily newspaper. 10 If this Note is denominated in Euro, instructions for payment must be received at the office of the Principal Paying Agent referred to above together with this Note at least two business days (which shall be a day on which the TARGET system is open) prior to the Payment Date (as defined below). 11 If this Note is denominated in Japanese Yen: (a) instructions for payment must be received at the office of the Principal Paying Agent together with this Note at least two Business Days (which shall be days on which commercial banks are open for business in London and in the place of the principal financial centre of the country of the Specified Currency) (a “Business Day”) prior to the relevant payment date; and (b) notwithstanding the provisions of paragraph 8 and 9 above, interest (if any) will accrue from the Interest Commencement Date specified above.

12 If this Note is denominated in (i) United States dollars, instructions for payment must be received at the office of the Principal Paying Agent together with this Note at least two Business Days prior to the relevant payment date and (ii) any currency other than United States dollars or any other currency specified in paragraph 10 or 11 above, instructions for payment must be received at the office of the Principal Paying Agent together with this Note at least two Business Days prior to the relevant payment date.

13 This Note shall not be validly issued unless manually authenticated by Deutsche Bank AG (acting through its London branch) as Issue Agent.

56 14 This Note is governed by, and shall be construed in accordance with, the laws of Singapore. The Issuer irrevocably agrees for the benefit of the bearer that the courts of Singapore shall have non-exclusive

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Note (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of Singapore being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

The Issuer agrees that the process by which any Proceedings in Singapore are begun may be served on it by being delivered to and it hereby elects domicile at 77 Robinson Road, #09-00 SIA Building, Singapore 068896 (attention: Legal Department) or its other branch office in Singapore from time to time. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of Singapore shall not (and shall not be construed so as to) limit the right of the bearer hereof to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. To the extent that the Issuer may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Issuer agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

AUTHENTICATED by DEUTSCHE BANK AG (ACTING THROUGH ITS LONDON BRANCH) Signed manually or in facsimile on behalf of without recourse, warranty or liability and for authentication purposes only COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) By . . (Authorised Signatory) By . . (Authorised Signatory) 57

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) Payments of Interest The following payments of interest in respect of this Note have been made: Date Made Payment From Payment To Amount Paid Notation on behalf of Paying Agent 58

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) PRO-FORMA REDEMPTION CALCULATION (INDEX-LINKED NOTE) This is the Redemption Calculation relating to the attached index-linked Note: Calculation Date . . Minimum Redemption amount: S$[ ] or the equivalent of S$100,000 in the Specified Currency (as quoted by the Issue Agent on or about 11.00 a.m. (London time) on the Issue Date) to be calculated by the Calculation Agent: [Insert particulars of index and redemption calculation] [Indicate whether the calculation refers to principal or coupon] Confirmed: For COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

(RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) Note: The Calculation Agent is required to notify the Principal Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same. Such amount shall be notified to the bearer of the Note, or if that is not possible, it will be published in The Business Times or, if The Business Times ceases to be published, in another leading Singapore daily financial newspaper.

59

FORM OF MULTICURRENCY DEFINITIVE NOTE (INTEREST BEARING/DISCOUNTED/INDEX-LINKED) PRO-FORMA REDEMPTION CALCULATION (INDEX-LINKED NOTE) This is the Redemption Calculation relating to the attached index-linked Global Note: Calculation Date . . Minimum Redemption Amount(per Global Note): S$[x] or the equivalent of S$100,000 in the Specified Currency quoted by the Issue Agent at or about 11.00 a.m. (London time) on the Issue Date Redemption Amount: to be calculated by the Calculation Agent as follows: [Insert particulars of index and redemption calculation] [Indicate whether the calculation refers to principal or coupon] Confirmed _ _ Confirmed _ _ For COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

(RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) Note: The Calculation Agent is required to notify the Principal Paying Agent for the Global Notes of the Redemption Amount immediately upon completing its calculation of the same. Such amount shall be notified to the bearer of the Global Note, or if that is not possible, it will be published in The Business Times or, if The Business Times ceases to be published, in another leading Singapore daily financial newspaper as shall have been notified to the bearer of the Global Note.

60

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (Rabobank Nederland) (Established as a co-operative under the laws of the Netherlands, having its statutory seat in Amsterdam) (acting through its Singapore Branch) Issue Date . Series No . . Specified Currency . Maturity Date . . Principal or Nominal Amount1 . . Denomination1 . Redemption Amount1/2 . . Interest Basis3 . Calculation Agent4 . . Fixed Interest Rate5 : (per cent. per annum . Interest Payment Dates6 .

.

Interest Commencement Date7 . Margin8 . . Reference Banks8 . Reference Rate12 . . Redemption at the option of the Issuer9 . Optional Redemption Date(s)10 . . Redemption at the option of the bearer of this Global Certificate9 . . Optional Notice Period10 . . Optional Redemption Amount11 . . 1 For value received, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) (the “Issuer”) hereby certifies that a sum has been deposited (this certificate being the “Global Certificate”) which will, on the Maturity Date equal either: (a) the above Principal or Nominal Amount; or (b) if the Redemption Amount is specified to be an amount to be calculated by the Calculation Agent named above, in accordance with the redemption calculation, a copy of which is attached to this Global Certificate (the “Redemption Calculation”) and/or is available for inspection at the office of the Principal Paying Agent referred to below, the amount so calculated and to pay (in any case) interest thereon at the rate and at the times (if any) specified hereon.

1 Must be a minimum of S$100,000 or its equivalent per certificate represented by this Global Certificate. 2 Insert either “Principal Amount” or “the amount calculated in accordance with the attached redemption calculation”. 3 Insert “Discount”, “Fixed Rate” or “Floating Rate”. 4 Complete for index linked certificates or floating rate certificates. 5 Complete for fixed rate certificates only. 6 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date. 7 Complete for fixed rate certificates or floating rate certificates denominated in Japanese Yen only.

8 Complete for floating rate certificates only. 9 Insert “yes” if the relevant option is included. 10 Complete if Issuer’s or holder’s redemption option is included. 11 Complete if Issuer’s or holder’s redemption option is included and specify “Principal Amount”, some other pre-determined fixed redemption amount or “the amount calculated in accordance with the attached redemption calculation”.

12 Complete for floating rate certificates only (state whether LIBOR, EONIA or SONIA). 61

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 2 All such payments shall be made in accordance with an Agency Agreement dated 14 July 2004 between the Issuer, the Principal Paying Agent and the Issue Agent, a copy of which is available for inspection at the office of Deutsche Bank AG (acting through its London branch) (the “Principal Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, all subject to and in accordance with the terms and conditions set forth below.

All such payments shall be made upon presentation and, on maturity, surrender of this Global Certificate at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the currency specified above as the Specified Currency maintained by the bearer in the principal financial centre in the country of that currency (or, (i) if the Specified Currency is Euro, by transfer to a Euro account with a bank in Europe or (ii) if the Specified Currency is U.S. dollars, to such bank account as is specified by the payee outside the United States of America). If the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to conform to, such Directive.

3 This Global Certificate is issued in representation of an issue of Certificates of Deposit in the aggregate Principal Amount and having the Denomination specified above. This Global Certificate is denominated in all cases in an amount of at least S$100,000 or its equivalent in the Specified Currency quoted by the Issue Agent at or about 11.00 a.m. (London time) on the Issue Date. 4 All payments in respect of this Global Certificate shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, duties, assessments or charges in any nature now or hereafter imposed, levied, collected, withheld or assessed in the Netherlands and Singapore or any political subdivision or taxation authority of or in either of the foregoing (“Taxes”).

If the Issuer, its Singapore Branch, or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Certificate or the holder or beneficial owner of any interest herein or rights in respect hereof after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable: (a) to the bearer of this Global Certificate or the holder or beneficial owner of any interest herein or rights in respect hereof where such deduction or withholding is required by reason of the bearer, holder or beneficial owner having some connection with the jurisdiction imposing the Taxes other than the mere holding of and payment in respect of this Global Certificate; or (b) in respect of any deduction or withholding which would not have been required but for the presentation by the bearer of this Global Certificate for payment on a date more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or the date on which payment hereof is duly provided for, whichever occurs later; or (c) to the bearer of this Global Certificate or any interest herein or rights in respect hereof where such deduction or withholding would not have been required to be paid had a declaration of non- residence or similar claim for exemption been made by the bearer; (d) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting on 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or 62

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) (e) if the Global Certificate is presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Certificate to another Paying Agent in a member state of the European Union. 5 The payment obligation of the Issuer represented by this Global Certificate constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu and without any preference with all present and future unsecured and unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by law) and shall not be limited to the assets of the Singapore Branch of the Issuer.

6 If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this Global Certificate or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment. If the Maturity Date falls on a day which is not a Payment Business Day, payment hereof shall be made on the next succeeding Payment Business Day (unless that falls in the next calendar month, or is more than one year after the Issue Date (or, in the case of Notes where the Specified Currency is Sterling, 365 days), in which case payment shall be made on the immediately preceding Payment Business Day) “Payment Business Day”, as used herein, shall mean any day on which banks are open for business in Singapore, London, Amsterdam and in the principal financial centre of the country of the currency of payment (or where the currency is Euro, on which the TARGET system is open).

7 This Global Certificate is negotiable and, accordingly, title hereto shall in accordance with applicable law, pass by delivery and, except as ordered by a court of competent jurisdiction or as required by law, the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof). 8 This Global Certificate is issued in respect of an issue of certificates of the Issuer and is exchangeable in whole (but not in part only) in the limited circumstances set forth in paragraph 9 below for duly executed and authenticated bearer certificates in definitive form (whether before, on or after the Maturity Date) on the tenth business day following presentation hereof during normal business hours to the Issuer at the above office of Deutsche Bank AG (acting through its London branch) acting as Issue Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer).

Upon such surrender, the Issue Agent shall authenticate and deliver, in exchange for this Global Certificate, bearer definitive certificates denominated in the Specified Currency and the Denomination specified above in aggregate Principal Amount equal to the Principal Amount of this Global Certificate.

9 If (i) the Euroclear System or Clearstream, Luxembourg or any other clearing system through which this Global Certificate is cleared (an “Alternative Clearing System”) are closed for a continuous period of 14 days (other than by reason of public holidays) and/or (ii) default is made in the payment referred to above, the Issuer hereby undertakes that it will issue to the bearer duly executed and authenticated bearer definitive Certificates in accordance with paragraph 8. 10 If definitive certificates are not issued in accordance with the provisions above in full exchange for this Global Certificate before 5.00 p.m.

(London time) on the fourtieth day after surrender, this Global Certificate (including the obligation hereunder to issue definitive certificates) will become void and the bearer will have no further rights under this Global Certificate (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 14 July 2004 entered into by the Issuer).

63

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 11 If the Interest Basis for this Global Certificate is Fixed Rate or Floating Rate, then: (a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Certificate falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and (b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Global Certificate, the Schedule hereto shall be duly completed by the relevant Paying Agent to reflect such payment.

12 If the Interest Basis for this Global Certificate is Fixed Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) Interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Certificate is denominated in Singapore dollars or Sterling, 365 days at the Fixed Interest Rate specified above; and (b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph.

13 If the Interest Basis for this Global Certificate is Floating Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days or, if this Global Certificate is denominated in Sterling, 365 days at a rate (the “Rate of Interest”) determined on the following basis: I.

in the case of a Global Certificate which specifies LIBOR (London Interbank Offering Rate) as the Reference Rate, (i) on the second business day before the beginning of each Interest Period (each the “Interest Determination Date”) the Calculation Agent named above will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. Such offered rate will be that which appears on the display designated as page 3750 on the Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank offered rates of major banks for deposits in the Specified Currency for a duration equal to the Interest Period).

The Rate of Interest for such Interest Period shall be the rate which so appears plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (ii) if on any Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration equal to the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. The Rate of Interest for such 64

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) Interest Period shall be such quotation (if only one is provided), or the arithmetic mean (rounded, if necessary, up to the nearest 1/16th per cent.) of such quotations (if two are so provided), plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and (iii) if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period shall be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) shall have applied; II.

in the case of a Global Certificate which specifies EONIA (European Overnight Index Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N EONIA n i i i 360 1 360 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which the TARGET system is open) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which the TARGET system is open) in chronological order from, and including, the first business day (which shall be a day on which the TARGET system is open) in the Interest Period; EONIAi means for any day “i” in the Interest Period, a reference rate equal to EONIA; Ni means the number of calendar days in the Interest Period on which the rate is EONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which the TARGET system is open), EONIAi for such calendar day shall be deemed to be EONIAi for the immediately preceding business day (which shall be a day on which the TARGET system is open); D means the number of calendar days in the Interest Period; EONIA means a reference rate equal to the Euro Overnight Index Average rate as calculated by the European Central Bank and appearing on Telerate Page 247 at approximately 7.00 p.m.

Central European Time in respect of that day; (ii) Non-availability of EONIA In the event that Telerate Page 247 is not available or EONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four major banks in the Euro-zone interbank market (which shall be any bank in the panel from time to time providing such quotations to the European Central Bank for the purposes of calculating EONIA) and EONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the EONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert.

65

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) III. in the case of a Global Certificate which specifies SONIA (Sterling Overnight Interbank Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N SONIA n i i i 365 1 365 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which banks are open for business in London) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which banks are open for business in London) in chronological order from, and including, the first business day (which shall be a day on which banks are open for business in London) in the Interest Period; SONIAi means for any day “i” in the Interest Period, a reference rate equal to SONIA; Ni means the number of calendar days in the Interest Period on which the rate is SONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which banks are open for business in London), SONIAi for such calendar day shall be deemed to be SONIAi for the immediately preceding business day (which shall be a day on which banks are open for business in London); D means the number of calendar days in the Interest Period; SONIA means a reference rate equal to the Sterling Overnight Index Average rate as calculated by the Wholesale Markets Brokers’ Association and appearing on Telerate Page 3937 under the heading “Sterling Overnight Index” at approximately 5.00 p.m.

London Time in respect of that day; (ii) Non-availability of SONIA In the event that Telerate Page 3937 is not available or SONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four leading banks in the London interbank market for overnight deposits in sterling for the purposes of calculating SONIA and SONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the SONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert; IV. in the case of a Global Certificate which specifies SIBOR (Singapore Interbank Offering Rate) as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the offered rate for deposits in Singapore dollars for a period equal to the duration of such Interest Period which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11.00 A.M.

SINGAPORE TIME” and the column headed SIBOR/USD on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or 66

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) such other Screen Page as may be provided hereon) and plus or minus the Margin (expressed in basis points); (ii) if no such rate appears on the Moneyline Telerate Page 50157 (or such other replacement page thereof), the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on such Interest Determination Date, determine the Rate of Interest for such Interest Period which shall be the rate that appears on Moneyline Telerate Page 7310 of the Moneyline Telerate Service (or such other replacement page thereof), being the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Interest Period plus or minus the Margin (expressed in basis points); (iii) if no such rate appears on the Moneyline Telerate Page 7310 (or such other replacement page thereof or if no rate appears on such other Screen Page as may be provided hereon) or if Moneyline Telerate Page 7310 (or such other replacement page thereof or such other Screen Page as may be provided hereon) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore dollars are offered by it at approximately 11.00 a.m.

(Singapore time) on the Interest Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Interest Period in an amount comparable to the Principal Amount or Nominal Amount (as applicable). The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (iv) if on any Interest Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with (iii) above on the basis of the quotations of those Reference Banks providing such quotations; and (v) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on the Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate, plus or minus the Margin (expressed in basis points), or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date plus or minus the Margin (expressed in basis points); V. in the case of a Global Certificate which specifies Swap Rate as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for 67

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) such Interest Period which shall be the Average Swap Rate for such Interest Period (determined by the Calculation Agent as being the rate which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M. SINGAPORE TIME” and the column headed “SGD Fixing” on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50157 for the purpose of displaying the swap rates of leading reference banks) at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and for a period equal to the duration of such Interest Period) and plus or minus the Margin (expressed in basis points). (ii) if on any Interest Determination Date, no such rate is quoted on Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) or Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will determine the Average Swap Rate (which shall be rounded up, if necessary, to the nearest 1/16 per cent.) for such Interest Period in accordance with the following formula: In the case of Premium: Average Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Average Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate which appears under the caption “SINGAPORE INTERBANK OFFER RATES (US$)” on Moneyline Telerate Page 50163-50164 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50163-50164 for the purpose of displaying Singapore interbank United States Dollar offered rates of leading reference banks) at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Spot Rate = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks and which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M. SINGAPORE TIME” and the column headed “Spot” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or 68

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) such other page as may replace Moneyline Telerate Page 50165- 50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Premium or Discount = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks for a period equivalent to the duration of the Interest Period concerned which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M.

SINGAPORE TIME” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165-50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; and T = the number of days in the Interest Period concerned. The Rate of Interest for such Interest Period shall be the Average Swap Rate (as determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points); (iii) if on any Interest Determination Date any one of the components for the purposes of calculating the Average Swap Rate under (ii) above is not quoted on the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) or the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of the Reference Banks to provide the Calculation Agent with quotations of their Swap Rates for the Interest Period concerned at or about 11.00 a.m.

(Singapore time) on that Interest Determination Date and the Rate of Interest for such Interest Period shall be the Average Swap Rate for such Interest Period (which shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the Swap Rates quoted by the Reference Banks to the Calculation Agent) and plus or minus the Margin (expressed in basis points). The Swap Rate of a Reference Bank means the rate at which that Reference Bank can generate Singapore Dollars for the Interest Period concerned in the Singapore interbank market at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date and shall be determined as follows: In the case of Premium: Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 69

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) In the case of Discount: Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate per annum at which United States Dollar deposits for a period equivalent to the duration of the Interest Period concerned are being offered by that Reference Bank to prime banks in the Singapore interbank market at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date; Spot Rate = the rate at which that Reference Bank sells United States Dollars spot in exchange for Singapore Dollars in the Singapore interbank market at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date; Premium = the premium that would have been paid by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; Discount = the discount that would have been received by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; and T = the number of days in the Interest Period concerned. (iv) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with quotations of their Swap Rate(s), the Average Swap Rate shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate and the Rate of Interest for the relevant Interest Period shall be the Average Swap Rate (as so determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points) or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and plus or minus the Margin (expressed in basis points); 70

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) (b) the Calculation Agent will, as soon as practicable after 5.00 p.m. (London time) in the case of a Global Certificate which specifies LIBOR or SONIA as the Reference Rate, or after 7.00 p.m. (Central European Time) in the case of a Global Certificate which specifies EONIA as the Reference Rate, or after 11.00 a.m. (Singapore time) in the case of a Global Certificate which specifies SIBOR or Swap Rate as the Reference Rate on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period.

The Amount of Interest shall be calculated by applying the Rate of Interest to the Principal Amount or Nominal Amount (as applicable) of one Global Certificate of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, or, if this Global Certificate is denominated in Singapore dollars or Sterling, by 365, and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties; (c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall (save in the case of manifest error) be conclusive and binding as between the Issuer and the bearer hereof; (d) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph; and (e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.

Such notice will be delivered to the bearer of this Global Certificate, or if that is not possible, it will be published in The Business Times or in another leading Singapore daily newspaper. 14 If so provided hereon, the Issuer may on any Optional Redemption Date on giving irrevocable notice to the bearer of this Global Certificate falling within the Optional Notice Period, redeem all, but not some only, of the Certificates of Deposit represented by this Global Certificate at their Optional Redemption Amount, together with interest accrued to the date fixed for redemption.

15 Notice by the Issuer to the bearer of this Global Certificate shall be valid if delivered to the bearer or published in a daily newspaper of general circulation in Singapore (which is expected to be the The Business Times). If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Singapore. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.

16 If so provided hereon, the Issuer will, at the option of the bearer of this Global Certificate redeem the Certificates of Deposit represented by this Global Certificate on any Optional Redemption Date at its Optional Redemption Amount.

To exercise such option the bearer of this Global Certificate must deposit this Global Certificate with the Principal Paying Agent together with a duly completed redemption notice in the form obtainable from the Principal Paying Agent within the Optional Notice Period. This Global Certificate so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

17 The Certificates of Deposit in respect of which any notice of redemption is given under paragraph 14 and 15 or under paragraph 16 shall be redeemed on the date specified in such notice in accordance with the relevant paragraph or paragraphs. 71

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 18 If this Global Certificate is denominated in Euro, instructions for payment must be received at the office of the Principal Paying Agent referred to above together with this Global Certificate at least two business days (which shall be a day on which the TARGET system is open) prior to the Payment Date (as defined below).

19 If this Global Certificate is denominated in Japanese Yen: (a) instructions for payment must be received at the office of the Principal Paying Agent together with this Global Certificate at least two business days (which shall be days on which commercial banks are open for business in London and in the principal financial centre in the country of the Specified Currency) a (“Business Day”) prior to the relevant payment date; and (b) notwithstanding the provisions of paragraphs 12 and 13 above, interest (if any) will accrue from the Interest Commencement Date specified above.

20 If this Global Certificate is denominated in (i) United States dollars, instructions for payment must be received at the office of the Principal Paying Agent together with this Global Certificate at least two Business Days prior to the relevant payment date and (ii) any currency other than United States dollars or any currency other than those specified in paragraphs 18 or 19 above, instructions for payment must be received at the office of the Principal Paying Agent together with this Global Certificate at least two Business Days prior to the relevant payment date.

21 This Global Certificate shall not be validly issued unless manually authenticated by Deutsche Bank AG (acting through its London branch), as Issue Agent.

22 This Global Certificate is governed by, and shall be construed in accordance with, the laws of Singapore. The Issuer irrevocably agrees for the benefit of the bearer that the courts of Singapore shall have non- exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Global Certificate (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of Singapore being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

The Issuer agrees that the process by which any Proceedings in Singapore are begun may be served on it by being delivered to and it hereby elects domicile at 77 Robinson Road, #09-00 SIA Building, Singapore 068896 (Attention: Legal Department) or its other branch office in Singapore from time to time. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of Singapore shall not (and shall not be construed so as to) limit the right of the bearer hereof to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. To the extent that the Issuer may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Issuer agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

72

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) AUTHENTICATED by DEUTSCHE BANK AG (ACTING THROUGH ITS LONDON BRANCH) Signed manually or in facsimile on behalf of without recourse, warranty or liability and for authentication purposes only COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) By . . (Authorised Signatory) By . . (Authorised Signatory) 73

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) Payments of Interest The following payments of interest in respect of this Global Certificate have been made: Date Made Payment From Payment To Amount Paid Notation on behalf of Payment Agent 74

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) PRO-FORMA REDEMPTION CALCULATION (INDEX-LINKED GLOBAL CERTIFICATE) This is the Redemption Calculation relating to the attached index-linked Global Certificate: Calculation Date . . Minimum Redemption Amount (per Global Certificate): S$[ ] or the equivalent of S$100,000 in the Specified Currency (as quoted by the Issue Agent at or about 11.00 a.m. (London time) on the Issue Date Redemption Amount: to be calculated by the Calculation Agent as follows: [Insert particulars of index and redemption calculation] [Indicate whether the calculation refers to principal or coupon] Confirmed: Confirmed: For COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) Note: The Calculation Agent is required to notify the Principal Paying Agent for the Global Certificates of the Redemption Amount immediately upon completing its calculation of the same. Such amount shall be notified to the bearer of the Global Certificate, or if that is not possible, it will be published in The Business Times or if The Business Times ceases to be published, in another leading Singapore daily financial newspaper as shall have been notified to the bearer of the Global Certificate.

75

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (Rabobank Nederland) (Established as a co-operative under the laws of the Netherlands, having its statutory seat in Amsterdam) (acting through its Singapore Branch) Issue Date . Series No . . Specified Currency . Maturity Date . . Principal or Nominal Amount1 . . Denomination1 . Redemption Amount1/2 . . Interest Basis3 . Calculation Agent4 . . Fixed Interest Rate5 : (per cent. per annum . Interest Payment Dates6 .

.

Interest Commencement Date7 . Margin8 . . Reference Banks8 . Reference Rate12 . . Redemption at the option of the Issuer9 . Optional Redemption Date(s)10 . . Redemption at the option of the bearer of this Global Certificate9 . . Optional Notice Period10 . . Optional Redemption Amount11 . . 1 For value received, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) (the “Issuer”) hereby certifies that a sum has been deposited which will, on the Maturity Date equal either: (a) the above Principal or Nominal Amount; or (b) if the Redemption Amount is specified to be an amount to be calculated by the Calculation Agent named above, in accordance with the redemption calculation (the “Redemption Calculation”), a copy of which is attached to this definitive certificate of deposit (the “Certificate”) and/or is available for inspection at the office of the Principal Paying Agent, the amount so calculated and to pay (in any case) interest thereon at the rate and at the times (if any) specified hereon.

1 Must be a minimum of S$100,000 or its equivalent per certificate. 2 Insert either “Principal Amount” or “the amount calculated in accordance with the attached redemption calculation”. 3 Insert “Discount”, “Fixed Rate” or “Floating Rate”. 4 Complete for index linked certificates or floating rate certificates. 5 Complete for fixed rate certificates only. 6 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date. 7 Complete for fixed rate certificates or floating rate certificates denominated in Japanese Yen only. 8 Complete for floating rate certificates only.

9 Insert “yes” if the relevant option is included. 10 Complete if Issuer’s or holder’s redemption option is included. 11 Complete if Issuer’s or holder’s redemption option is included and specify “Principal Amount”, some other pre-determined fixed redemption amount or “the amount calculated in accordance with the attached redemption calculation”.

12 Complete for floating rate certificates only (state whether LIBOR, EONIA or SONIA). 76

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 2 All such payments shall be made in accordance with an Agency Agreement dated 14 July 2004 between the Issuer, the Principal Paying Agent and the Issue Agent, a copy of which is available for inspection at the office of Deutsche Bank AG (acting through its London branch) (the “Principal Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, all subject to and in accordance with the terms and conditions set forth below.

All such payments shall be made upon presentation and, on maturity, surrender of this Certificate at the office of the Principal Paying Agent referred to above by transfer to an account denominated in the currency specified above as the Specified Currency maintained by the bearer in the principal financial centre in the country of that currency (or, (i) if the Specified Currency is Euro, by transfer to a Euro account with a bank in Europe or (ii) if the Specified Currency is U.S. dollars, to such bank account as is specified by the payee outside the United States of America). If the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to conform to, such Directive.

3 All payments in respect of this Certificate by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, duties, assessments or charges in any nature now or hereafter imposed, levied, collected, withheld or assessed in the Netherlands and Singapore, or any political subdivision or taxation authority of or in either of the foregoing (“Taxes”). If the Issuer, its Singapore Branch or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Certificate or the holder or beneficial owner of any interest herein or rights in respect hereof after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable: (a) to the bearer of this Certificate or any interest herein or rights in respect hereof where such deduction or withholding is required by reason of the bearer having some connection with the jurisdiction imposing the Taxes other than the mere holding of and payment in respect of this Certificate; or (b) in respect of any deduction or withholding which would not have been required but for the presentation by the bearer of this Certificate for payment on a date more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or the date on which payment hereof is duly provided for, whichever occurs later; or (c) to the bearer of this Certificate or any interest herein or rights in respect hereof where such deduction or withholding would not have been required to be paid had a declaration of non- residence or similar claim for exemption been made by the bearer; or (d) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting on 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) if such Certificates are presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Certificate to another Paying Agent in a member state of the European Union.

4 The payment obligation of the Issuer represented by this Certificate constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu without any preference with 77

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) all present and future unsecured and unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by law) and shall not be limited to the assets of the Singapore Branch of the Issuer. 5 If the Maturity Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day and the bearer of this Certificate or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment.

If the Maturity Date falls on a day which is not a Payment Business Day, payment hereof shall be made on the next succeeding Payment Business Day (unless that falls in the next calendar month, or is more than one year after the Issue Date (or, in the case of Notes where the Specified Currency is Sterling, 365 days), in which case payment shall be made on the immediately preceding Payment Business Day). “Payment Business Day”, as used herein, shall mean any day on which banks are open for business in Singapore, London, Amsterdam and in the principal financial centre of the country of the currency of payment (or where the currency is Euro, on which the TARGET system is open).

6 This Certificate is negotiable and, accordingly, title hereto shall, in accordance with applicable law, pass by delivery and the bearer shall, except as ordered by a court of competent jurisdiction or as required by law, be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof). 7 If the Interest Basis for this Certificate is Fixed Rate or Floating Rate, then: (a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Certificate falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and (b) upon each payment of interest (if any) prior to the Maturity Date in respect of this Certificate, the Schedule hereto shall be duly completed by the relevant Paying Agents to reflect such payment.

8 If the Interest Basis for this Certificate is Fixed Rate, interest shall be calculated on the Principal amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at the Fixed Interest Rate specified above; and (b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph 8.

9 If the Interest Basis for this Certificate is Floating Rate, interest shall be calculated on the Principal Amount or Nominal Amount (as applicable) as follows: (a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable) in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Singapore dollars or Sterling, 365 days at a rate (the “Rate of Interest”) determined on the following basis: 78

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) I. in the case of a Certificate which specifies LIBOR (London Interbank Offering Rate) as the Reference Rate, (i) on the second business day before the beginning of each Interest Period (each the “Interest Determination Date”) the Calculation Agent named above will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. Such offered rate will be that which appears on the display designated as page 3750 on the Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank rates of major banks for deposits in the Specified Currency for a duration equal to the Interest Period).

The Rate of Interest for such Interest Period shall be the rate which so appears plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and (ii) if on any Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration equal to the Interest Period concerned as at 11.00 a.m. (London time) on the Interest Determination Date in question. The Rate of Interest for such Interest Period shall be such quotation (if only one is provided), or the arithmetic mean (rounded, if necessary, up to the nearest 1/16th per cent.) of such quotations (if two are provided), plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; and (iii) if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period shall be the Rate of Interest in effect for the last preceding Interest Period to which (i) and (ii) above shall have applied; II.

in the case of a Certificate which specifies EONIA (European Overnight Index Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N EONIA n i i i 360 1 360 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which the TARGET system is open) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which the TARGET system is open) in chronological order from, and including, the first business day (which shall be a day on which the TARGET system is open) in the Interest Period; EONIAi means for any day “i” in the Interest Period, a reference rate equal to EONIA; Ni means the number of calendar days in the Interest Period on which the rate is EONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which the TARGET system is open), EONIAi for such calendar day shall be deemed to be EONIAi for the immediately preceding business day (which shall be a day on which the TARGET system is open); 79

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) D means the number of calendar days in the Interest Period; EONIA means a reference rate equal to the Euro Overnight Index Average rate as calculated by the European Central Bank and appearing on Telerate Page 247 at approximately 7.00 p.m. Central European Time in respect of that day; (ii) Non-availability of EONIA In the event that Telerate Page 247 is not available or EONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the basis of quotations from four major banks in the Euro-zone interbank market (which shall be any bank in the panel from time to time providing such quotations to the European Central Bank for the purposes of calculating EONIA) and EONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two).

If fewer than two quotations are provided, the EONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert.

III. in the case of a Certificate which specifies SONIA (Sterling Overnight Interbank Average) as the Reference Rate, the following formula shall be used to calculate the Rate of Interest: (i) D N SONIA n i i i 365 1 365 1 1 u » ¼ º « ¬ ª  ¸ ¹ · ¨ © § u  – + Margin Where: n means the number of business days (which shall be days on which banks are open for business in London) in the Interest Period concerned; i means a series of whole numbers from one to n, each representing the relevant business days (which shall be days on which banks are open for business in London) in chronological order from, and including, the first business day (which shall be a day on which banks are open for business in London) in the Interest Period; SONIAi means for any day “i” in the Interest Period, a reference rate equal to SONIA; Ni means the number of calendar days in the Interest Period on which the rate is SONIAi; it being provided that for any calendar day in the Interest Period which is not a business day (which shall be a day on which banks are open for business in London), SONIAi for such calendar day shall be deemed to be SONIAi for the immediately preceding business day (which shall be as day on which banks are open for business in London); D means the number of calendar days in the Interest Period; SONIA means a reference rate equal to the Sterling Overnight Index Average rate as calculated by the Wholesale Markets Brokers’ Association and appearing on Telerate Page 3937 under the heading “Sterling Overnight Index” at approximately 5.00 p.m.

London Time in respect of that day; (ii) Non-availability of SONIA In the event that Telerate Page 3937 is not available or SONIA is not published for whatever reason on any day in the Interest Period, then, for the purposes of calculating the Rate of Interest, the Calculation Agent shall determine the Rate of Interest on the 80

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) basis of quotations from four leading banks in the London interbank market for overnight deposits in sterling for the purposes of calculating SONIA and SONIAi for that day shall be the arithmetic mean, as determined by the Calculation Agent of such quotations (being at least two). If fewer than two quotations are provided, the SONIA rate for such day shall be such rate reasonably determined by the Calculation Agent after consultation with an independent expert; IV. in the case of a Certificate which specifies SIBOR (Singapore Interbank Offering Rate) as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the offered rate for deposits in Singapore dollars for a period equal to the duration of such Interest Period which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11.00 A.M. SINGAPORE TIME” and the column headed SIBOR/USD on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other Screen Page as may be provided hereon) and plus or minus the Margin (expressed in basis points); (ii) if no such rate appears on the Moneyline Telerate Page 50157 (or such other replacement page thereof), the Calculation Agent will, at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date, determine the Rate of Interest for such Interest Period which shall be the rate that appears on Moneyline Telerate Page 7310 of the Moneyline Telerate Service (or such other replacement page thereof), being the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Interest Period plus or minus the Margin (expressed in basis points); (iii) if no such rate appears on the Moneyline Telerate Page 7310 (or such other replacement page thereof or if no rate appears on such other Screen Page as may be provided hereon) or if Moneyline Telerate Page 7310 (or such other replacement page thereof or such other Screen Page as may be provided hereon) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore dollars are offered by it at approximately 11.00 a.m.

(Singapore time) on the Interest Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Interest Period in an amount comparable to the Principal Amount or Nominal Amount (as applicable). The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations plus or minus the Margin (expressed in basis points), as determined by the Calculation Agent; (iv) if on any Interest Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with (iii) above on the basis of the quotations of those Reference Banks providing such quotations; and (v) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m.

(Singapore time) on the Interest Determination 81

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate, plus or minus the Margin (expressed in basis points), or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date plus or minus the Margin (expressed in basis points); V. in the case of a Certificate which specifies Swap Rate as the Reference Rate, (i) the Calculation Agent will, at or about 11.00 a.m. (Singapore time) on the Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the Average Swap Rate for such Interest Period (determined by the Calculation Agent as being the rate which appears under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M.

SINGAPORE TIME” and the column headed “SGD Fixing” on Moneyline Telerate Page 50157 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50157 for the purpose of displaying the swap rates of leading reference banks) at or about 11.00 a.m. (Singapore time) on such Interest Determination Date and for a period equal to the duration of such Interest Period) and plus or minus the Margin (expressed in basis points). (ii) if on any Interest Determination Date, no such rate is quoted on Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) or Moneyline Telerate Page 50157 (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will determine the Average Swap Rate (which shall be rounded up, if necessary, to the nearest 1/16 per cent.) for such Interest Period in accordance with the following formula: In the case of Premium: Average Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Average Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate which appears under the caption “SINGAPORE INTERBANK OFFER RATES (US$)” on Moneyline Telerate Page 82

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 50163-50164 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50163-50164 for the purpose of displaying Singapore interbank United States Dollar offered rates of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Spot Rate = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks and which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M.

SINGAPORE TIME” and the column headed “Spot” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165- 50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; Premium or Discount = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks for a period equivalent to the duration of the Interest Period concerned which appear under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT 11.00 A.M.

SINGAPORE TIME” on Moneyline Telerate Page 50165-50168 of the Moneyline Telerate Service (or such other page as may replace Moneyline Telerate Page 50165-50168 for the purpose of displaying the spot rates and swap points of leading reference banks) at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date for a period equivalent to the duration of the Interest Period concerned; and T = the number of days in the Interest Period concerned. The Rate of Interest for such Interest Period shall be the Average Swap Rate (as determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points); (iii) if on any Interest Determination Date any one of the components for the purposes of calculating the Average Swap Rate under (ii) above is not quoted on the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) or the relevant Moneyline Telerate Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of the Reference Banks to provide the Calculation Agent with quotations of their Swap Rates for the Interest Period concerned at or about 11.00 a.m.

(Singapore time) on that Interest Determination Date and the Rate of Interest for such Interest Period shall be the Average Swap Rate for such Interest Period (which shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the Swap Rates quoted by the Reference Banks to the Calculation Agent) and plus or minus the Margin (expressed in basis points). The Swap Rate of a Reference Bank means the 83

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) rate at which that Reference Bank can generate Singapore Dollars for the Interest Period concerned in the Singapore interbank market at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date and shall be determined as follows: In the case of Premium: Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate per annum at which United States Dollar deposits for a period equivalent to the duration of the Interest Period concerned are being offered by that Reference Bank to prime banks in the Singapore interbank market at or about the 11.00 a.m.

(Singapore time) on the relevant Interest Determination Date; Spot Rate = the rate at which that Reference Bank sells United States Dollars spot in exchange for Singapore Dollars in the Singapore interbank market at or about 11.00 a.m. (Singapore time) on the relevant Interest Determination Date; Premium = the premium that would have been paid by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; Discount = the discount that would have been received by that Reference Bank in buying United States Dollars forward in exchange for Singapore Dollars on the last day of the Interest Period concerned in the Singapore interbank market; and T = the number of days in the Interest Period concerned.

(iv) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with quotations of their Swap Rate(s), the Average Swap Rate shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about 11.00 a.m. (Singapore time) on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the 84

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) Principal Amount or Nominal Amount (as applicable) for such Interest Period by whatever means they determine to be most appropriate and the Rate of Interest for the relevant Interest Period shall be the Average Swap Rate (as so determined by the Calculation Agent) and plus or minus the Margin (expressed in basis points) or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about 11.00 a.m.

(Singapore time) on such Interest Determination Date and plus or minus the Margin (expressed in basis points); (b) the Calculation Agent will, as soon as practicable after 5.00 p.m. (London time) in the case of a Certificate which specifies LIBOR or SONIA as the Reference Rate, or after 7.00 p.m. (Central European Time) in the case of a Certificate which specifies EONIA as the Reference Rate, or after 11.00 a.m. (Singapore time) in the case of a Certificate which specifies SIBOR or Swap Rate as the Reference Rate on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period.

The Amount of Interest shall be calculated by applying the Rate of Interest to the Principal Amount or Nominal Amount (as applicable) of one Certificate of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, or, if this Certificate is denominated in Singapore dollars or Sterling, by 365, and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties; (c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall (save in the case of manifest error) be conclusive and binding as between the Issuer and the bearer hereof; (d) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph; and (e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.

Such notice will be delivered to the bearer of this Certificate or, if that is not possible, it will be published in The Business Times or in another leading Singapore daily newspaper. 10 If so provided hereon, the Issuer may on any Optional Redemption Date on giving irrevocable notice to the bearer of this Certificate falling within the Optional Notice Period, redeem all, but not some only, of the Certificates of Deposit at their Optional Redemption Amount, together with interest accrued to the date fixed for redemption.

11 Notice by the Issuer to the bearer of this Certificate shall be valid if published in a daily newspaper of general circulation in Singapore (which is expected to be The Business Times). If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Singapore. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.

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FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) 12 If so provided hereon, the Issuer will, at the option of the bearer of this Certificate redeem such Certificate on any Optional Redemption Date at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.

To exercise such option the bearer of this Certificate must deposit this Certificate with the Principal Paying Agent together with a duly completed redemption notice in the form obtainable from the Principal Paying Agent, within the Optional Notice Period. This Certificate so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

13 The Certificates of Deposit in respect of which any notice of redemption is given under paragraph 10, 11 or 12 shall be redeemed on the date specified in such notice in accordance with the relevant paragraph or paragraphs. 14 If this Certificate is denominated in Euro, instructions for payment must be received at the office of the Principal Paying Agent referred to above together with this Certificate at least two business days (which shall be a day on which the TARGET system is open) prior to the Payment Date (as defined below). 15 If this Certificate is denominated in Japanese Yen: (a) instructions for payment must be received at the office of the Principal Paying Agent together with this Certificate at least two Business Days (which shall be days on which commercial banks are open for business in London and in the place of principal financial centre of the country of the Specified Currency) (a “Business Day”) prior to the relevant payment date.

(b) notwithstanding the provisions of paragraph 8 and 9 above, interest (if any) will accrue from the Interest Commencement Date specified above.

16 If this Certificate is denominated in (i) United States dollars, instructions for payment must be received at the office of the Principal Paying Agent together with this Certificate at least two Business Days prior to the relevant payment date and (ii) any currency other than United States dollars or any other currency specified in paragraph 14 or 15 above, instructions for payment must be received at the office of the Principal Paying Agent together with this Certificate at least one Business Day prior to the relevant payment date.

17 This Certificate shall not be validly issued unless manually authenticated by Deutsche Bank AG (acting through its London branch) as Issue Agent.

18 This Certificate is governed by, and shall be construed in accordance with, the laws of Singapore. The Issuer irrevocably agrees for the benefit of the bearer that the courts of Singapore shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Certificate (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of Singapore being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

The Issuer agrees that the process by which any Proceedings in Singapore are begun may be served on it by being delivered to and it hereby elects domicile at 77 Robinson Road, #09-00 SIA Building, Singapore 068896 (Attention: Legal Department) or its other branch office in Singapore from time to time. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of Singapore shall not (and shall not be construed so as to) limit the right of the bearer hereof to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection 86

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) with such Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. To the extent that the Issuer may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Issuer agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

AUTHENTICATED by DEUTSCHE BANK AG (ACTING THROUGH ITS LONDON BRANCH) Signed manually or in facsimile on behalf of without recourse, warranty or liability and for authentication purposes only COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. (RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) By . .

(Authorised Signatory) By . . (Authorised Signatory) 87

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) Payments of Interest The following payments of interest in respect of this Certificate have been made: Date Made Payment From Payment To Amount Paid Notation on behalf of Paying Agent 88

FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST BEARING/INDEX-LINKED) PRO-FORMA REDEMPTION CALCULATION (INDEX-LINKED CERTIFICATE) This is the Redemption Calculation relating to the attached index-linked Certificate: Calculation Date .

. Minimum Redemption Amount (per Note): S$[ ] or the equivalent of S$100,000 in the Specified Currency quoted by the Issue Agent at or about 11.00 a.m. (London time) on the Issue Date Redemption Amount: to be calculated by the Calculation Agent as follows: [Insert particulars of index and redemption calculation] [Indicate whether the calculation refers to principal or coupon] Confirmed: Confirmed: For COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. RABOBANK NEDERLAND) (ACTING THROUGH ITS SINGAPORE BRANCH) Note: The Calculation Agent is required to notify the Principal Paying Agent for the Certificates of the Redemption Amount immediately upon completing its calculation of the same.

Such amount shall be notified to the bearer of the Certificate, or if that is not possible, it will be published in The Business Times or if The Business Times ceases to be published in another leading Singapore daily financial newspaper.

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THE ISSUER Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) 77 Robinson Road #09-00 SIA Building Singapore 068896 Telephone: +65 6536 3363 Fax: +65 6536 2868 Contact: Mr Tony Conti (Group Treasury) THE ARRANGER Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (acting through its Singapore Branch) 77 Robinson Road #09-00 SIA Building Singapore 068896 Telephone: +65 6536 3363 Fax: +65 6536 2868 Contact: Mr Tony Conti (Group Treasury) THE DEALERS Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB Telephone: + 44 20 7773 9075 Fax: + 44 20 7773 4875 Contact: Commercial Paper Sales Team Citibank International plc Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone:+ 44 20 7986 9070 Fax: +44 20 7986 6837 Contact: Short-Term Fixed Income Desk Commonwealth Bank of Australia, Hong Kong Branch 15/F Chater House 8 Connaught Road Central Hongkong Telephone: +852 2810 9323 Fax: +852 2845 8983 Contact: Mr Godwin lp Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(Rabobank Nederland) (acting through its Singapore Branch) 77 Robinson Road #09-00 SIA Building Singapore 068896 Telephone: +65 6536 3363 Fax: +65 6536 2868 Contact: Mr Tony Conti (Group Treasury) Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 20 7545 1048 Fax: +44 11 3336 2014 Contact: ECP Desk 90

National Australia Bank, Hong Kong Branch Level 27 One Pacific Place 88 Queensway Hong Kong Telephone: +852 2526 5891 Fax: +852 2810 0925 Contact: Ms Irene Yim, Senior Manager, Debt Capital Markets The Hongkong and Shanghai Banking Corporation Limited 21 Collyer Quay #03-01 HSBC Building Singapore 049320 Telephone: +65 6536 4313 Fax: +65 6226 1669 Contact: Debt Finance Group PRINCIPAL PAYING AGENT AND ISSUE AGENT Deutsche Bank AG (acting through its London Branch) Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Telephone: +44 20 7547 5796 Fax: +44 20 7547 3665 Contact: Trust and Security Services 91

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