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Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Credit Suisse Securities (Europe) Limited, Merrill Lynch International, Morgan Stanley & Co. International plc and UBS Limited (the “Joint Lead Managers”) have, pursuant to a subscription agreement dated 17 March 2010 (the “Subscription Agreement”) agreed with the Issuer, subject to the satisfaction of certain conditions, to subscribe the Senior Contingent Notes at 6.875 per cent. of the principal amount of the Senior Contingent Notes plus accrued interest (if any).

In addition, the Issuer will reimburse the Joint Lead Managers for certain of their expenses in connection with the issue of the Senior Contingent Notes.

United States

The Senior Contingent Notes have not been and will not be registered under 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 Joint Lead Manager has represented that it has offered and sold the Senior Contingent Notes, and agreed that it has offered and sold the Senior Contingent Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Senior Contingent Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Joint Lead Manager has agreed that, at or prior to confirmation of sale of Senior Contingent Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Senior Contingent Notes 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 “U.S. 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 later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S under the U.S. Securities Act. Terms used above have the meanings given to them by Regulation S under the U.S. Securities Act.”

Terms used in this paragraph titled “United States” have the meanings given to them by Regulation S.

Each Joint Lead Manager represents that it has not entered and agrees that it will not enter into any contractual arrangement with any distributor (as that term is defined in Regulation S) with respect to the distribution or delivery of the Senior Contingent Notes, except with its affiliates or with the prior written consent of the Issuer.

In addition:

(1) except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), (a) each Manager represents that it has not offered or sold, and agrees that during a 40-day restricted period it will not offer or sell, Senior Contingent Notes to a person who is within the United States or its possessions or to a United States person, and (b) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Senior Contingent Notes that are sold during the restricted period;

(2) each Manager represents that it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in

selling Senior Contingent Notes are aware that such Senior Contingent Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(3) if it is a United States person, each Manager represents that it is acquiring the Senior Contingent Notes for purposes of resale in connection with their original issue and if it retains Senior Contingent Notes for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163- 5(c)(2)(i)(D)(6); and

(4) with respect to each affiliate that acquires from it Senior Contingent Notes for the purpose of offering or selling such Senior Contingent Notes during the restricted period, each Manager either (a) repeats and confirms the representations and agreements contained in clauses (1), (2) and (3) on its behalf or (b) agrees that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in clauses (1), (2) and (3).

Terms used in clauses (1), (2), (3) and (4) have the meaning given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder, including the D Rules.

United Kingdom

Each Joint Lead Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Senior Contingent Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Senior Contingent Notes in, from or otherwise involving the United Kingdom.

General

No action has been taken in any jurisdiction that would permit a public offering of any of the Senior Contingent Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required.

Each Joint Lead Manager has agreed that it shall comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Senior Contingent Notes, or has in its possession or distributes the Prospectus or any other offering material.