ING GROEP NV (Form: 6-K, Received: 06/12/2007 17:02:28)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For June 6, 2007

Commission File Number 1-14642

ING Groep N.V.

Amstelveenseweg 500 1081-KL Amsterdam The Netherlands

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-130040) OF THE ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TABLE OF CONTENTS


SIGNATURE
EX-1.1: UNDERWRITING AGREEMENT
EX-4.1: FORM OF SIXTH SUPPLEMENTAL INDENTURE

This Report contains a copy of the following:


Exhibit
Number		Description
1.1		The Underwriting Agreement between ING Groep N.V., Citigroup Global Markets Inc., ING Financial Markets LLC and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, dated June 6, 2007.

4.1		The Form of Sixth Supplemental Indenture between ING Groep N.V. and The Bank of New York, as trustee, including the Form of ING Perpetual Debt Security.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		ING Groep N.V. (Registrant)

		By:		/s/ J. Wolvius

				Name: J. Wolvius
				Title: Head of Corporate Treasury

		By:		/s/ R. van der Weerdt

				Name: R. van der Weerdt
				Title: Manager Corporate Treasury

Dated: June 12, 2007

ING GROEP N.V.
(a public limited liability company with corporate seat
in Amsterdam, The Netherlands)

UNDERWRITING AGREEMENT

DATED: June 6, 2007

TABLE OF CONTENTS


	Page
Section 1 . Representations And Warranties By The Company		4
Section 2 . Sale And Delivery To Underwriters; Closing		9
Section 3 . Covenants Of The Company		13
Section 4 . Payment Of Expenses		18
Section 5 . Conditions Of Underwriters’ Obligations		19
Section 6 . Indemnification		23
Section 7 . Contribution		26
Section 8 . Representations, Warranties And Agreements To Survive Delivery		28
Section 9 . Termination Of Agreement		28
Section 10 . Default By One Or More Of The Underwriters		29
Section 11 . Arm’s Length Relationship; No Fiduciary Duty		30
Section 12 . Notices		30
Section 13 . Parties		30
Section 14 . Governing Law, Submission For Jurisdiction		31
Section 15 . Judgment Currency		32
Section 16 . Effect Of Headings		32

Schedule A: Names of Underwriters and Number of Initial Underwritten Securities to be Purchases		35
Schedule B: Time of Sale Prospectus and Free Writing Prospectuses		36
Schedule C: Bloomberg Notice/Term Sheet		37
Exhibit A: Form of Opinion of Dutch Counsel to the Company		A-1
Exhibit B: Form of Opinion of General Counsel to the Company		B-1
Exhibit C: Form of Opinion of U.S. Counsel to the Company		C-1
Exhibit D: Form of Opinion of Counsel to the Indenture Trustee		D-1
Exhibit E: Form of Opinion of Dutch Tax Counsel to the Company		E-1

ING GROEP N.V.
(a limited liability company with corporate seat
in Amsterdam, The Netherlands)

6.375% ING Perpetual Hybrid Capital Securities
US$1,000,000,000

UNDERWRITING AGREEMENT

June 6, 2007

Citigroup Global Markets Inc.
ING Financial Markets LLC
Morgan Stanley & Co. Incorporated

As Representatives of the Several Underwriters named in Schedule A hereto

Ladies and Gentlemen:

ING Groep N.V., a public limited liability company incorporated under the laws of The Netherlands (the “ Company ”), confirms its agreement (this “ Agreement ”) with Citigroup Global Markets Inc. (“ Citigroup ”), ING Financial Markets LLC (“ ING Financial ”) and Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) and each of the other Underwriters named in Schedule A hereto (collectively, the “ Underwriters ,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom ING Financial, Morgan Stanley and Citigroup are acting as representatives (in such capacity, hereinafter referred to as the “ Representatives ”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of (i) the respective principal amount of the Company’s 6.375% ING Perpetual Hybrid Capital Securities (the “ Initial Underwritten Securities ”) set forth opposite their names in Schedule A hereto and (ii) the granting of an option to the Underwriters to purchase up to an additional $150,000,000 aggregate principal amount of the Company s Perpetual Hybrid Capital Securities (the “ Option Underwritten Securities ”), as provided in Section 2 hereof. As used herein, the term “ Securities ” shall include the Initial Underwritten Securities and, to the extent the option described in Section 2 hereof is exercised, all or any portion of any Option Underwritten Securities.

The Securities will be issued pursuant to the Subordinated Debt Indenture, dated as of July 18, 2002 (the “ Subordinated Indenture ”), between the Company and The Bank of New York, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Sixth Supplemental Indenture (the “ Supplemental Indenture ” and, together with the Subordinated Indenture, the “ Indenture ”) to be dated as of the date on which the Closing Time referred to in Section 2(d) hereof occurs (such date, the “ Closing Date ”).

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) an automatic shelf registration statement on Form F-3 (No. 333-130040) covering the registration of various types of securities under the 1933 Act, including the Securities. As used in this Agreement, the following terms have the following meanings:

“ 1933 Act ” means the U.S. Securities Act of 1933, as amended.

“ 1934 Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ 1939 Act ” means the U.S. Trust Indenture Act of 1939, as amended.

“ Basic Prospectus ” means the basic prospectus filed as part of the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date hereof.

“ Broadly available road show ” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

“ Free Writing Prospectus ” has the meaning set forth in Rule 405 under the 1933 Act.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standard Board and as adopted by the European Commission.

“ Issuer Free Writing Prospectus ” has the meaning set forth in Rule 433 under the 1933 Act.

“ PCAOB ” means the United States Public Company Accounting Oversight Board.

“ Preliminary Prospectus ” means any preliminary prospectus specifically relating to the securities in the form filed with the Commission pursuant to Rule 424(b) under the 1933 Act.

“ Prospectus ” means the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form filed pursuant to Rule 424(b) under the 1933 Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act); and any reference herein to the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the 1933 Act, as of the date of such Basic Prospectus, Preliminary Prospectus, Time of Sale Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic Prospectus, Preliminary Prospectus or Prospectus, as the case may be, under the 1934 Act, and incorporated by reference in such Basic Prospectus, Preliminary Prospectus or Prospectus, as the case may be; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the 1933 Act (the “ 1933 Act Regulations ”), including any documents incorporated by reference therein as of the date of such filing.

“ Registration Statement ” means collectively the various parts of the “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act on Form F-3 (File No. 333-130040) at the time such parts became effective, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the automatic shelf registration statement, but excluding any Statement of Eligibility on Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of the Registration Statement; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual or other report of the Company filed pursuant to Sections 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

“ Time of Sale ” means 12:30 p.m. (New York time) on June 6, 2007, which occurred prior to the first sale of any Securities by any Underwriter.

“ Time of Sale Prospectus ” means the Preliminary Prospectus dated and filed with the Commission on June 6, 2007, together with the Free Writing Prospectus listed on Schedule B hereof.

Section 1. Representations And Warranties By The Company. The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(d) hereof, and if applicable, as of each Date of Delivery (as defined in Section 2(c) below), (in each case, a “ Representation Date ”), and agrees with each Underwriter, as follows:

(a) Compliance with Registration Requirements . A Registration Statement in respect of the Securities has been filed with the Commission not earlier than three years prior to the date hereof. The Registration Statement, and any post-effective amendment thereto filed on or prior to the date hereof, became effective on filing under the 1933 Act, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and no notice of objection that the Commission objects to the use of the Registration Statement as an automatic shelf registration has been received by the Company. The Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act.

At the respective times the Registration Statement and any post-effective amendment thereto became effective and on each date on which the Prospectus as amended or supplemented is deemed to be a new effective date of the Registration Statement and at each Representation Date, the Registration Statement, and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “ 1939 Act Regulations ”), as applicable, and did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted, or will omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented.

Each Preliminary Prospectus and the Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations.

(b) Status under the 1933 Act . The Company is a “well-known seasoned issuer” and is not an “ineligible issuer”, in each case as defined under Rule 405 under the 1933 Act, in each case at the times specified in the 1933 Act and the 1933 Act Regulations in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the 1933 Act or will pay such fees within the time period required by such rule (without giving effect to the proviso therein).

(c) Free Writing Prospectus . The Company (including its agents and representatives, other than the Underwriters) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act; (ii) the documents listed on Schedule B hereto and other written communications approved in writing in advance by the Representatives; or (iii) an electronic road show, if any, furnished to the Representatives for their approval before first use. Any such Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, complies or will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and has been, or will be, filed with the Commission in accordance with the 1933 Act (to the extent required pursuant to Rule 433(d) thereunder).

(d) Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1934 Act and the rules and regulations of the Commission thereunder (the “ 1934 Act Regulations ”), as applicable, and, when read together with the other information in the Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective, as of the date of the applicable Time of Sale Prospectus, at the time the Prospectus was issued, and at each Date of Delivery, if applicable, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the

Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented.

(e) Independent Accountants . The independent auditors who certified the financial statements included in the Registration Statement are independent public accountants as required by the PCAOB, the 1933 Act and the 1933 Act Regulations with respect to the Company and its subsidiaries.

(f) Good Standing of the Company . The Company and each of its subsidiaries classified as a “significant subsidiary” as defined under Rule 405 of the 1933 Act Regulations (each a “ Significant Subsidiary ”) has been duly incorporated under the laws of The Netherlands or its respective jurisdiction of incorporation, as the case may be, except to the extent that the failure to be duly incorporated would not have a material adverse effect on the consolidated financial position and consolidated results of operations of the Company and its Significant Subsidiaries, taken as a whole (a “ Material Adverse Effect ”). The Company and each of its Significant Subsidiaries is validly existing and in good standing under the laws of its respective jurisdiction of incorporation, is duly qualified to do business and in good standing in each other jurisdiction in which qualification is necessary for the ownership of its respective properties or for the conduct of its respective businesses, except to the extent that the failure to be validly existing, qualified or in good standing would not have a Material Adverse Effect.

The Company has the power and authority necessary to own or hold its properties, to enter into this Agreement and the Indenture, to perform its obligations under the Securities, this Agreement and the Indenture and to conduct the businesses in which it is engaged, as described in the Time of Sale Prospectus, except to the extent that the failure to do so would not have a Material Adverse Effect.

(g) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered (if applicable under applicable law) by the Company.

(h) Absence of Defaults and Conflicts; Absence of Further Requirements . None of the Company or any of its Significant Subsidiaries is in violation of the constituent documents, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or such Significant Subsidiary is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any such Significant Subsidiary is subject, except a default in performance or observance of an obligation, agreement, covenant or condition that does not have and is not likely to have a Material Adverse Effect.

The execution, delivery (if applicable under applicable law) and performance of the Securities, this Agreement and the Indenture by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries under any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any such Significant Subsidiary is a party or by which any of them is bound or to which any of their property or assets is subject, except for any such conflict, breach, violation or default which is waived or will not have (A) a material adverse effect on the transactions contemplated by the Securities, this Agreement and the Indenture or (B) a Material Adverse Effect; nor will such actions result in any violation of the provisions of the Articles of Association of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties or assets, except for a violation that will not have a Material Adverse Effect; and, except such as have been obtained or are required under the 1933 Act or the 1933 Act Regulations and the 1934 Act or the 1934 Act Regulations or state securities laws or Dutch laws or regulations, including those of the Dutch Central Bank, under the terms of the Securities in certain circumstances, and the qualification of the Indenture under the 1939 Act, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body or any stock exchange authorities in The Netherlands or the United States is required to be made or obtained by the Company in connection with the offering, issuance, and sale of the Securities or the consummation of the transactions contemplated by this Agreement or the execution, delivery and performance by the Company of the Securities and the Indenture.

(i) No Material Adverse Change . Since the respective dates as of which information is given in the Registration Statement and the Time of Sale Prospectus, except as otherwise stated therein, (i) there has not been any change in the share capital or long-term debt of the Company or any of its subsidiaries that is material to the consolidated financial position of the Company and (ii) there has been no change, or, to the best of the knowledge of the Company, there has been no development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, consolidated shareholders’ equity or consolidated results of operations of the Company other than as set forth or contemplated in the Registration Statement or the Time of Sale Prospectus, that has had, or is likely to have, a Material Adverse Effect.

(j) Investment Company Act . The Company is not, and after giving effect to the offering and sale of the Securities and the application of the net

proceeds therefrom as described in the forepart of this Agreement and in the Time of Sale Prospectus will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

(k) Absence of Proceedings . Except as disclosed in the Time of Sale Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending to which the Company or any of its Significant Subsidiaries is a party or of which any property or assets of any of them is the subject which, if determined adversely to any of them, are likely, individually or in the aggregate, to have a Material Adverse Effect or could adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, and, to the best of the knowledge of the Company, no such proceedings are threatened or contemplated.

(l) Authorization of Indenture . The Indenture has been duly authorized by the Company and, at the Closing Time and at each Date of Delivery, if applicable, will have been executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Indenture Trustee, the Indenture will at the Closing Time and at each Date of Delivery, if applicable, be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except to the extent that enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (the “ Bankruptcy Exceptions ”); and at the Closing Time and at each Date of Delivery, if applicable, the Indenture will have been duly qualified under the 1939 Act.

(m) Authorization of Securities . At the Closing Time and at each Date of Delivery, if applicable, the Securities will have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Underwriters against payment of the consideration set forth in this Agreement, will be entitled to the benefits of the Indenture, and will constitute valid and binding obligations of the Company enforceable against it in accordance with their terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions.

(n) Fair Summary . The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Description of the ING Perpetual Hybrid Capital Securities” and “Description of Debt Securities We May Offer” insofar as they purport to constitute a summary of the terms of the Securities and the Indenture and under the captions “United States Taxation” and

“The Netherlands Taxation,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects.

(o) Officer’s Certificate . Any certificate signed by an officer of the Company or any of its subsidiaries and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby on the date of such certificate.

(p) Commission Comments . There are no outstanding, unresolved comments made by the staff of the Commission in connection with a review of the Company’s annual report filings under the 1934 Act, except those which (i) were issued less than 180 days before the end of the fiscal year covered by such annual report or (ii) are not material to the Company.

(q) Disclosure Controls and Procedures . The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Section 2. Sale And Delivery To Underwriters; Closing.

(a) Securities . The several commitments of the Underwriters to purchase the Securities shall be deemed to have been made on the basis of the representations and warranties contained herein and shall be subject to the terms and conditions set forth herein.

(b) Initial Underwritten Securities. The Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth below, the aggregate principal amount of Initial Underwritten Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

The purchase price per Initial Underwritten Security to be paid by an Underwriter of the Initial Underwritten Securities shall be an amount equal to 96.85% of the aggregate principal amount of Initial Underwritten Securities set forth in Schedule A hereto opposite the name of such Underwriter (being equal to the issue price of 100% less a gross spread of 3.15% representing a combined sales concession, management commission and underwriting commission), plus accrued interest, if any, from June 13, 2007; provided that in the case of sales by

any Underwriter to certain institutions, the purchase price per Initial Underwritten Security to be paid by such Underwriter on such sale shall be an amount equal to 98.00% of the principal amount of the Initial Underwritten Securities so sold (being equal to the issue price of 100% less a gross spread of 2.00% representing a combined sales concession, management commission and underwriting commission).

(c) Option Underwritten Securities . The Company hereby grants an option to the several Underwriters, severally and not jointly, to purchase up to $150,000,000 aggregate principal amount of the Option Underwritten Securities at a price per Option Underwritten Security equal to the price per Initial Underwritten Security. The option granted hereunder may only be exercised for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities by the Underwriters. The option granted hereunder may be exercised in whole or in part from time to time within 30 days from the date of this Agreement upon notice by the Representatives to the Company setting forth (i) the aggregate principal amount of Option Underwritten Securities as to which the several Underwriters are exercising the option, (ii) the names and denominations in which the Option Underwritten Securities are to be registered and (iii) the time, date and place of payment and delivery for such Option Underwritten Securities. Any such time and date of payment and delivery (each, a “ Date of Delivery ”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, severally and not jointly, agrees to purchase that proportion of the aggregate principal amount of Option Underwritten Securities then being purchased which the aggregate principal amount of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule A hereto bears to the aggregate principal amount of Initial Underwritten Securities, subject to such adjustments as the Representatives, in their discretion, may make to eliminate any sales or purchases of a fractional aggregate principal amount of Option Underwritten Securities plus any additional principal amount of Securities which such Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereof.

(d) Payment . Payment of the purchase price for, and delivery of, certificates for the Initial Underwritten Securities shall be made at the London offices of Davis Polk & Wardwell or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m. (New York City time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the

“ Closing Time ”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Underwritten Securities, payment of the purchase price for, and delivery of such Option Underwritten Securities, shall be made at the above-mentioned offices of Davis Polk & Wardwell, or at such other place as shall be agreed upon by the Representatives and the Company, on the relevant Date of Delivery as specified in the notice from the Representatives to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to such persons designated by the Representatives for the respective accounts of the Underwriters of one or more certificates in global form for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Morgan Stanley, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time or relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(e) Denominations; Registration . Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the Closing Time or relevant Date of Delivery, as the case may be. The Securities will be made available for examination and packaging by the Representatives in the City of New York no later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

(f) Foreign Selling Restrictions . (i) UK. Each Underwriter represents and agrees that (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “ FSMA ”) of Great Britain with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and (ii) 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 the Securities or any investments representing the Securities (including without limitation the registration statement registering the Securities, the accompanying prospectus and the prospectus supplement) in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

(ii) EU. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a

“ Relevant Member State ”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may make an offer of Securities to the public in that Relevant Member State at any time under the following exceptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an annual net turnover of more than EUR 50,000,000 as shown in its last annual or consolidated accounts; (iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriters for any such offer; or (iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this provision, the expression an “ offer of Securities to the public ” in relation to any Securities in any Relevant Member State means the communication to persons in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “ Prospectus Directive ” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(iii) Japan. Each of the Underwriters understands that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan (the “ Securities and Exchange Law ”) and that the Securities may not be offered or sold, directly or indirectly in, Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or for the account or benefit of, any persons, for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in

compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

(iv) General. Each Underwriter represents and agrees that with respect to any other jurisdiction outside of the United States it has not offered or sold and will not offer or sell any of the Securities in any jurisdiction, except under circumstances that resulted, or will result, in compliance with the applicable rules and regulations of such jurisdiction and which will not require the publication by the Company of a prospectus or any registration or filing by the Company with any governmental agency or body or any stock exchange authority.

(g) Free Writing Prospectus .

(i) Each Underwriter represents and agrees that it shall not use, refer to or distribute any Free Writing Prospectus except:

(A) a Free Writing Prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only information describing the preliminary terms of the Securities or their offering or otherwise permitted under Rule 134 of the Securities Act;

(B) a Free Writing Prospectus as shall be agreed in writing with the Company that is not distributed, used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Company consents to such dissemination; and

(ii) The Company hereby agrees that the Underwriters may distribute to investors a Free Writing Prospectus that contains the final terms of the Securities (including, for the avoidance of doubt, in the format of Bloomberg communications) substantially in the form set forth in Schedule C hereto and that such Free Writing Prospectus substantially in the form set forth in Schedule C hereto will be filed by the Company in accordance with Rule 433(d) and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.

Section 3. Covenants Of The Company.

The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b) hereof, will:

(i) prepare any Free Writing Prospectus to be included in the Time of Sale Prospectus and the Prospectus as amended or supplemented

in relation to the Securities in a form which shall be provided to the Representatives for their review and comment, with respect to the Free Writing Prospectus, prior to the Time of Sale, and with respect to the Prospectus as amended or supplemented, prior to any filing with the Commission under Rule 424(b) of the 1933 Act, and file, if required to do so under the 1933 Act and the 1933 Act Regulations, such Prospectus pursuant to Rule 424(b) of the 1933 Act no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b) of the 1933 Act;

(ii) during the period when the Underwriters are required to make available to investors a Prospectus with respect to the Securities, notify the Representatives immediately, and confirm the notice in writing, (A) when any post-effective amendment to the Registration Statement shall have been filed, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment; and

(iii) if required by Rule 430B(h) under the 1933 Act, to prepare a form of prospectus in a form which shall be provided to the Representatives for their review and comment prior to any filing and to file such form of prospectus pursuant to Rule 424(b) under the 1933 Act.

(b) Filing of Amendments . During the period when the Underwriters are required to make available to investors a Prospectus with respect to the Securities, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment), or any amendment, supplement or revision to the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise. It will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Free Writing Prospectus . Before preparing, using, authorizing, approving, referring to or filing any Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Free Writing Prospectus. The Company will not use, authorize, approve, refer to or file any Free Writing Prospectus to which the Underwriters reasonably object. The Company will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the 1933 Act a Free Writing Prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(d) Delivery of Registration Statements . The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Representatives upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters.

(e) Delivery of Prospectuses . The Company has delivered to each Underwriter, without charge, as many copies of each Prospectus, each Free Writing Prospectus and any other information included in the Time of Sale Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus as amended or supplemented is required to be delivered under the 1933 Act or the 1934 Act (or required to be delivered but for Rule 172 under the 1933 Act), such number of copies of the Prospectus as amended or supplemented and each Free Writing Prospectus as such Underwriter may reasonably request.

(f) Time of Sale Prospectus . If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Free Writing Prospectus included as part of the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall forthwith prepare, file with the Commission and furnish, at its own expense (unless the amendment or supplement is necessary because of a

statement made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, in which case this shall be at the expense of the Underwriters), to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements therein as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Free Writing Prospectus which is included as part of the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus as amended or supplemented, will comply with applicable law.

(g) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations, as applicable, with respect to the offer of the Securities so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time following the first date of the public offering of the Securities the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(h) Blue Sky Qualifications . The Company will use all reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives may reasonably request and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securities;

provided, however , that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale.

(i) Rule 158 . The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(j) Use of Proceeds . The Company will use or cause to be used the net proceeds received from the sale of the Securities in the manner specified in the Time of Sale Prospectus under “Use of Proceeds.”

(k) Ratings . The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Service, a division of McGraw Hill, Inc. (“ S&P ”), and Moody’s Investors Service, Inc. (“ Moody’s ”) to provide their respective ratings of the Securities.

(l) Clearance and Settlement . The Company will cooperate with the Underwriters and take all reasonable action necessary if requested by the Representatives to permit the Securities to be eligible for clearance and settlement through the facilities of The Depository Trust Company (“ DTC ”), Euroclear Bank S.A./N.V., as operator of the Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme , Luxembourg (“ Clearstream ”).

(m) Restriction on Sale of Securities . Except as contemplated by this Agreement, during a period of 30 days from the date of the Prospectus as amended or supplemented, the Company will not, without the prior written consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for sale of, or otherwise dispose of, any Securities or any security substantially similar to the Securities in the United States.

(n) Reporting Requirements . The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(o) Record Retention . The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Section 4. Payment Of Expenses.

(a) Expenses . The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, copying and delivery to the Underwriters of this Agreement and the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities (other than fees of counsel for the Underwriters related thereto), (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants, experts and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of a Blue Sky survey and any supplement thereto, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any review by the National Association of Securities Dealers, Inc. (NASD) of the terms of the Securities, (vii) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, the Time of Sale Prospectus, if different, and the Prospectus and any amendment or supplement thereto, (viii) the preparation, printing and filing under the 1933 Act of any Free Writing Prospectus and the distribution thereof, (ix) the fees and expenses of the Indenture Trustee, including the reasonable fees and disbursements of counsel for the Indenture Trustee, (x) any fees payable in connection with the rating of the Securities, (xi) the fees and expenses incurred in connection with any listing of the Securities on any stock exchange, (xii) road show expenses, including costs of group presentations, including room rentals, audio/visual rentals, catering, group transportation, electronic road show costs and travel and lodging of its employees; provided that the Underwriters shall be responsible for the direct lodging and transportation of their employees and (xiii) the fees and expenses incurred in connection with the approval by DTC, Euroclear and Clearstream of the Securities for clearance through their respective systems.

(b) Termination of Agreement . If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5(n) and Section 9(a) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of Davis Polk & Wardwell, U.S. counsel for the Underwriters.

Section 5. Conditions Of Underwriters’ Obligations.

The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof and in certificates of any officer of the Company or any affiliate or subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company in all material respects of its covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement and Filings . At the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The Prospectus as amended or supplemented and each Free Writing Prospectus, to the extent required to be filed pursuant to Rule 433(d) under the 1933 Act, with respect to the Securities shall have been filed with the Commission in accordance with Rule 424(b) or Rule 433(d), as applicable, under the 1933 Act within the applicable time period prescribed for such filing by the 1933 Act Regulations and in accordance with Section 3(a) hereof.

(b) Opinion of Dutch Counsel for the Company . At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit A hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials and the opinion may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters.

(c) Opinion of Office of General Counsel of the Company . At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of the office of the General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit B hereto.

(d) Opinion of U.S. Counsel for the Company . At the Closing Time, the Representatives shall have received a written opinion or opinions, dated as of the Closing Time, of Sullivan & Cromwell LLP, U.S. counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters,

together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit C hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. Such opinion also may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters.

(e) Opinion of Counsel for Underwriters . At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Davis Polk & Wardwell, counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to the Underwriters.

(f) Opinion of Counsel for the Indenture Trustee . At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Emmet, Marvin & Martin LLP, counsel for the Indenture Trustee, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit D hereto and to such further effect as counsel for the Underwriters may reasonably request.

(g) Opinion of Dutch Tax Counsel for the Company . At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit E hereto and to such further effect as counsel for the Underwriters may reasonably request. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. Such opinion may also contain other customary appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters.

(h) Officers’ Certificate . At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, and the Representatives shall have received certificates of an executive of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof were true and correct when made and are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company

shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to such officer’s knowledge, no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission.

(i) Accountant’s Comfort Letters . At the time of the execution of this Agreement, the Representatives shall have received from each of Ernst & Young Accountants and KPMG Accountants N.V. a letter, dated as of the date hereof, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, including reports incorporated by reference therein, in each case as specified by counsel for the Underwriters.

(j) Bring-down Comfort Letters . At the Closing Time, if applicable, the Representatives shall have received from each of Ernst & Young Accountants and KPMG Accountants N.V. a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (i) of this Section, except that the specified date referred to shall be a date not more than five days prior to Closing Time.

(k) Maintenance of Rating . At the Closing Time, the Securities shall be rated at least “A2” by Moody’s and “A-” by S&P, and the Company shall have delivered to the Representatives a letter dated on, or prior to, the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings. Since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to any securities of the Company by any “nationally recognized statistical rating agency,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review, that does not indicate an improvement, its rating of any securities of the Company.

(l) Over-Allotment Option . In the event that the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received:

(i) A certificate, dated such Date of Delivery, of an executive of the Company, confirming that the certificates delivered at the Closing Time pursuant to Section 5(h) hereof remains true and correct as of such Date of Delivery.

(ii) The written opinion, dated such Date of Delivery, of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iii) The written opinion, dated such Date of Delivery, of the office of the General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(iv) The written opinion or opinions, dated such Date of Delivery, of Sullivan & Cromwell LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(v) The written opinion, dated such Date of Delivery, of Davis Polk & Wardwell, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof.

(vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(g) hereof.

(vii) A letter, dated such Date of Delivery, from each of Ernst & Young Accountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives, substantially in the same form and substance as the letters furnished to the Representatives pursuant to Section 5(i) hereof, except that the specified date on the letters furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(viii) A letter, dated such Date of Delivery, from each of Moody s and S&P, or other evidence satisfactory to the Representatives, confirming that the Securities are rated at least A2 , by Moody’s and A- by

S&P and that since the date of this Agreement, no downgrading in, or withdrawal of, the rating assigned to the Securities or any other securities of the Company by any nationally recognized statistical rating agency as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act has occurred, and no such organization has publicly announced that it has under surveillance or review, that does not indicate an improvement, its rating of the Securities or any other securities of the Company.

(m) Additional Documents . At the Closing Time, counsel for the Underwriters shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained. All proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(n) Termination of Agreement . If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement (or with respect to the Underwriters exercise of any applicable overallotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6 and 8 hereof shall survive any such termination and remain in full force and effect.

Section 6. Indemnification.

(a) Indemnification of Underwriters . The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “ Indemnified Person ”), as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, or the omission or alleged omission therefrom of a material fact required

to be stated therein or necessary to make the statements therein not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and

(iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has not been previously paid under (i), (ii) or (iii) above;

provided, however , that the indemnity set forth in this Section 9(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon, and in conformity with, written information furnished to the Company by any Underwriter directly or through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented.

(b) Indemnification of the Company, Directors and Officers . Each Underwriter, severally in proportion to its respective purchase obligation and not jointly, agrees to indemnify and hold harmless the Company, its respective

directors or Supervisory or Executive Board members, each of the officers of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(d) under the 1933 Act or any Time of Sale Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), such Free Writing Prospectus or such Time of Sale Prospectus.

(c) Actions Against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company, provided that if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying party receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action (which approval shall not be unreasonably withheld), unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action.

An indemnifying party may participate at its own expense in the defense of any such action; provided, however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any

one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement Without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(iii) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Section 7. Contribution.

In order to provide for just and equitable contribution in circumstances under which the indemnification provided for in Section 6 hereof is for any reason held to be unenforceable by an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses but after deducting the total underwriting commission received by the Underwriters) received by the Company and the total underwriting commission received by the Underwriters, in each case as set forth on the cover of the Prospectus as amended or supplemented, bear to the aggregate initial public offering price of the Securities as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of

the 1934 Act shall have the same rights to contribution as such Underwriter, and each director or Supervisory or Executive Board member of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate principal amount of Initial Underwritten Securities set forth opposite their respective names in Schedule A hereto and not joint.

Section 8. Representations, Warranties And Agreements To Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

Section 9. Termination Of Agreement.

(a) Termination; General . The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (or with respect to the Underwriters exercise of any applicable overallotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any material adverse change in the international financial markets or the financial markets in the United States or The Netherlands, or any outbreak of hostilities or escalation thereof affecting the United States or The Netherlands or other calamity or crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is, in the judgment of the Representatives (after a discussion with the Company to the extent practicable), so material and adverse as to make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus, (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or Euronext Amsterdam N.V.’s Eurolist by Euronext, or if trading generally on the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, Euronext Amsterdam N.V.’s Eurolist by

Euronext or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any such exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) if a banking moratorium has been declared by either Federal, New York, or Netherlands authorities or (v) if there has occurred a change or an official announcement by a competent authority of a forthcoming change in Dutch taxation materially adversely affecting the Company or the imposition of exchange controls by the United States or The Netherlands.

(b) Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided that Sections 1, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect.

Section 10. Default By One Or More Of The Underwriters.

If one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Securities which it or they are obligated to purchase under this Agreement (the “ Defaulted Securities ”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however , the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement (or, with respect to the Underwriters exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase, and the Company to sell, such Option Underwritten Securities on such Date of Delivery) shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in (i) a termination of this Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the Company with respect to the related Option Underwritten Securities, as the case may be, either the Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “ Underwriter ” includes any person substituted for an Underwriter under this Section 10.

Section 11. Arm’s Length Relationship; No Fiduciary Duty. The Company acknowledges that in connection with the offering, purchase and sale of the Securities: (i) the Underwriters have acted at arm’s length, are not agents or advisors of, and owe no fiduciary duties to, the Company, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering, purchase and sale of the Securities.

Section 12. Notices. All notices, requests, statements and other communications hereunder shall be in writing and shall be delivered or sent by mail, messenger or any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives c/o Morgan Stanley & Co Incorporated, Attention: Investment Banking Division, Telephone No. +1 212 761 6691, Facsimile No. +1 212 507 8999; and notices to the Company shall be directed to ING Groep N.V. at Amstelveenseweg 500, 1081 KL Amsterdam, The Netherlands, Attention: General Counsel, Facsimile No. 31-20-5415572. Any such notice, request, statement or communication shall be effective upon receipt thereof.

Section 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors and Supervisory Board members and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all

conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and Supervisory Board members or the equivalent and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Section 14 . Governing Law, Submission For Jurisdiction.

(a) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

(b) Submission to Jurisdiction . Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “ Authorized Agent ”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Company will notify the Representatives of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and

written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Section 15. Judgment Currency. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “ judgment currency ”) other than United States dollars, the Company will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of the judgment currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars. In the event that any such Underwriter, as a result of any variation as noted in (i) or (ii) above, recovers an amount of United States dollars on conversion of a sum paid in a judgment currency which amount is in excess of the judgment or order given or made in United States dollars, such Underwriter shall remit such excess to the Company.

Section 16. Effect Of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.


	Very truly yours, ING GROEP N.V.
	By:	/s/ J. Wolvius
		Name: J. Wolvius
		Title: Head of Corporate Treasury


	By:	/s/ R. van der Weerdt
		Name: R. van der Weerdt
		Title: Manager Corporate Treasury

Confirmed and Accepted,
as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
ING FINANCIAL MARKETS LLC
MORGAN STANLEY & CO. INCORPORATED

Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule A hereto.

By: CITIGROUP GLOBAL MARKETS INC.


By:		/s/ Jack D. McSpadden, Jr.

		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

By: ING FINANCIAL MARKETS LLC


By:		/s/ Margaret McGrath

		Name: Margaret McGrath
		Title: Managing Director

By: MORGAN STANLEY & CO. INCORPORATED


By:		/s/ Yurij Slyz

		Name: Yurij Slyz
		Title: Vice President

SCHEDULE A


	Principal Amount of
Underwriter	Securities
Citigroup Global Markets Inc.	$	129,468,750
ING Financial Markets LLC	$	129,468,750
Morgan Stanley & Co. Incorporated	$	129,468,750
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	129,468,750
UBS Securities LLC	$	129,468,750
Wachovia Capital Markets, LLC	$	129,468,750
A.G. Edwards & Sons, Inc.	$	30,000,000
RBC Dain Rauscher Inc.	$	30,000,000
ABN AMRO Incorporated	$	10,000,000
Banc of Americas Securities LLC	$	10,000,000
J.P. Morgan Securities Inc.	$	10,000,000
Lehman Brothers Inc.	$	10,000,000
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.	$	5,000,000
Bear Stearns & Co. Inc.	$	5,000,000
Charles Schwab & Co., Inc.	$	5,000,000
Deutsche Bank Securities Inc.	$	5,000,000
Fidelity Capital Markets, a division of National Financial Services LLC	$	5,000,000
Goldman, Sachs & Co.	$	5,000,000
H&R Block Financial Advisors, Inc.	$	5,000,000
HSBC Securities (USA) Inc.	$	5,000,000
KeyBanc Capital Markets, a division of McDonald Investments Inc.	$	5,000,000
Oppenheimer & Co. Inc.	$	5,000,000
Raymond James & Associates, Inc.	$	5,000,000
TD Waterhouse Investor Services, Inc.	$	5,000,000
Wells Fargo Securities, LLC	$	5,000,000
City Securities Corp.	$	1,662,500
CL King & Associates	$	1,662,500
Crowell, Weedon & Co.	$	1,662,500
D.A. Davidson & Co.	$	1,662,500
Davenport & Company LLC	$	1,662,500
E* Trade Securities Inc.	$	1,662,500
Ferris, Baker, Watts Inc.	$	1,662,500
Fifth Third Securities, Inc.	$	1,662,500
Fixed Income Securities, LP	$	1,662,500
Gunnallen Financial Inc.	$	1,662,500
Howe Barnes Hoefer & Arnett, Inc.	$	1,662,500


	Principal Amount of
Underwriter	Securities
J.B. Hanauer & Co.	$	1,662,500
J.J.B. Hilliard, W.L. Lyons, Inc.	$	1,662,500
Janney Montgomery Scott LLC	$	1,662,500
Jeffries & Co.	$	1,662,500
Keefe, Bruyette & Woods, Inc.	$	1,662,500
McGinn, Smith & Co. Inc.	$	1,662,500
Mesirow Financial, Inc.	$	1,662,500
Morgan Keegan & Company, Inc.	$	1,662,500
NatCity Investments, Inc.	$	1,662,500
Pershing LLC	$	1,662,500
Piper Jaffray & Co.	$	1,662,500
Robert W. Baird & Co. Incorporated	$	1,662,500
Ryan, Beck & Co., Inc.	$	1,662,500
Sanders Morris Harris Inc.	$	1,662,500
Sandler, O’Neill & Partners L.P.	$	1,662,500
Southwest Securities, Inc.	$	1,662,500
Stifel, Nicolaus & Company, Incorporated	$	1,662,500
Stone & Youngberg LLC	$	1,662,500
SunTrust Capital Markets, Inc.	$	1,662,500
Vining-Sparks IBG, Limited Partnership	$	1,662,500
Wayne Hummer Management Co.	$	1,662,500
Wedbush Morgan Securities Inc.	$	1,662,500
William Blaire & Company, L.L.C	$	1,662,500
Ziegler Capital Markets Group	$	1,662,500
Total	US$	1,000,000,000

SCHEDULE B

Free Writing Prospectus

Final Term Sheet dated June 6, 2007 containing the final terms of the Securities
substantially as set forth in Schedule C hereto

SCHEDULE C

FINAL TERM SHEET

ING GROEP N.V.


ISSUER:		ING GROEP N.V.

SECURITIES:		6.375% ING Perpetual Hybrid Capital Securities

EXPECTED RATINGS:		A1 / A (STABLE/STABLE)

FORMAT:		SEC REGISTERED (GLOBAL)

SIZE:		US$1,000,000,000

GREENSHOE:		US$150,000,000

TRADE DATE:		June 6, 2007

MATURITY:		PERPETUAL

SETTLEMENT:		June 13, 2007 (T+5)

PRICE TO PUBLIC:		$25.00 (per security plus accrued interest if any from June 13, 2007)

PRICE TO PUBLIC:		TOTAL $1,000,000,000

COUPON:		6.375% (including in respect of optional deferrals of interest and mandatory deferrals of interest) per annum from June 13, 2007

INTEREST PAYMENT DATES:		MARCH 15, JUNE 15, SEPTEMBER 15 AND DECEMBER 15 OF EACH YEAR BEGINNING SEPTEMBER 15, 2007, UNLESS THE ISSUER’S OBLIGATION TO PAY SOME OR ALL OF THE INTEREST OTHERWISE PAYABLE IS DEFERRED

RECORD DATES:		15 DAYS BEFORE THE INTEREST PAYMENT DATE WHETHER OR NOT A BUSINESS DAY

REGULAR OPTIONAL FIRST CALL:		ON JUNE 15, 2012 OR ANY INTEREST PAYMENT DATE THEREAFTER IN WHOLE BUT NOT IN PART AT PAR PLUS OUTSTANDING AMOUNTS

		EARLY REDEMPTION DUE TO TAX AND REGULATORY EVENTS (SEE PRELIMINARY PROSPECTUS FOR INFORMATION ON EARLY REDEMPTION EVENTS)

DENOMS:		$25 X $25

JOINT BOOKRUNNERS:		CITIGROUP and MORGAN STANLEY

JOINT LEAD MANAGER:		ING FINANCIAL MARKETS


CO-MANAGERS:		MERRILL LYNCH & CO, UBS INVESTMENT BANK, WACHOVIA SECURITIES, A.G. EDWARDS, RBC CAPITAL MARKETS, ABN AMRO INCORPORATED, BANC OF AMERICA SECURITIES LLC, JPMORGAN AND LEHMAN BROTHERS

LISTING:		New York Stock Exchange

CUSIP:		456837 608

ISIN:		US4568376085

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free:

CITIGROUP GLOBAL MARKETS INC.: 1 877 858 5407

MORGAN STANLEY : 1 866 718 1649

EXHIBIT A

FORM OF OPINION OF DUTCH COUNSEL TO THE COMPANY

EXHIBIT B

FORM OF OPINION OF OFFICE OF GENERAL COUNSEL

TO THE COMPANY

EXHIBIT C

FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY

EXHIBIT D

FORM OF OPINION OF COUNSEL TO THE INDENTURE TRUSTEE

EXHIBIT E

FORM OF OPINION OF DUTCH TAX COUNSEL TO THE COMPANY

SIXTH SUPPLEMENTAL INDENTURE

between

ING GROEP N.V.,

as Issuer

and

THE BANK OF NEW YORK,

as Trustee

Dated as of June 13, 2007

to the Subordinated Indenture between

ING GROEP N.V.,

as Issuer

and

THE BANK OF NEW YORK,

as Trustee

Dated as of July 18, 2002

Up to $1,150,000,000 principal amount of 6.375% ING Perpetual Hybrid Capital Securities


ARTICLE 1
Definitions

Section 1.01 . Definition Of Terms			2

ARTICLE 2
General Terms And Conditions Of The ING Perpetual Hybrid Capital Securities

Section 2.01 . Designation And Principal Amount			12
Section 2.02 . Maturity			12
Section 2.03 . Form, Issuance, Registration And Exchange			12
Section 2.04 . Payments			13
Section 2.05 . Mandatory Payment Events; Mandatory Partial Payment Events			17

ARTICLE 3
Optional Redemption And Redemption Or Conversion Upon Certain Events

Section 3.01 . Optional Redemption			18
Section 3.02 . Optional Purchase			19
Section 3.03 . Conversion Upon Certain Tax Events			19
Section 3.04 . Regulatory Approval			19

ARTICLE 4
Remedies

Section 4.01 . Defaults; Collection Of Indebtedness And Suits For Enforcement By Trustee			20

ARTICLE 5
Covenants Of The Issuer

Section 5.01 . Dividend Restrictions For Interest Payments			21
Section 5.02 . Mandatory Interest Payments			21
Section 5.03 . Deferral Of Certain Payments			21
Section 5.04 . Listing			21
Section 5.05 . Officer’s Certificate On Deferral			22

ARTICLE 6
Subordination

Section 6.01 . Agreement To Subordinate			22
Section 6.02 . Section 1401 Of The Subordinated Indenture			23



ARTICLE 7
Form Of ING Perpetual Hybrid Capital Securities

Section 7.01 . Form Of ING Perpetual Hybrid Capital Securities			23

ARTICLE 8
Original Issue Of ING Perpetual Hybrid Capital Securities

Section 8.01 . Original Issue Of ING Perpetual Hybrid Capital Securities			23

ARTICLE 9
Winding Up

Section 9.01 . Winding Up			24

ARTICLE 10
Satisfaction And Discharge

Section 10.01 . Satisfaction And Discharge			24

ARTICLE 11
Miscellaneous

Section 11.01 . Issuance Of Definitive Securities			25
Section 11.02 . Ratification Of Subordinated Indenture; Sixth Supplemental Indenture Controls			26
Section 11.03 . Trustee Not Responsible For Recitals			26
Section 11.04 . Governing Law			26
Section 11.05 . Severability			26
Section 11.06 . Counterparts			26

EXHIBIT A Form of ING Perpetual Hybrid Capital Securities			A-1

SIXTH SUPPLEMENTAL INDENTURE dated as of June 13, 2007 (the “ Sixth Supplemental Indenture ”) between ING Groep N.V., a public limited liability company incorporated in The Netherlands (the “ Company ”), having its statutory seat in Amsterdam and its principal office at Amstelveenseweg 500, 1081 KL Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The Netherlands, and The Bank of New York, a New York banking corporation having its Corporate Trust Office at 101 Barclay Street, New York, New York, 10286, as trustee (the “ Trustee ”) to the Subordinated Indenture, dated as of July 18, 2002, between the Company and the Trustee (the “ Subordinated Indenture ”, and together with this Sixth Supplemental Indenture, the “ Indenture ”). In addition, The Bank of New York, through its New York and London branches, has agreed to act as Paying Agent hereunder.

WHEREAS, the Company and the Trustee executed and delivered the Subordinated Indenture to provide for the future issuance of the Company’s Securities to be issued from time to time in one or more series as might be determined by the Company under the Subordinated Indenture, in an unlimited aggregate principal amount, which may be authenticated and delivered as provided in the Subordinated Indenture;

WHEREAS, Section 301 of the Subordinated Indenture permits the terms of any series of Securities to be established pursuant to a Board Resolution or in one or more indentures supplemental to the Subordinated Indenture;

WHEREAS, the Company desires to issue a series of Securities, the terms of which it deems appropriate to set out in this Sixth Supplemental Indenture;

WHEREAS, pursuant to the terms of the Subordinated Indenture, the Company may issue Securities now and additional Securities of the same or different series at later dates under the Subordinated Indenture, as established by the Company, and the Company desires to initially issue up to $1,150,000,000 aggregate principal amount of securities, entitled the 6.375% ING Perpetual Hybrid Capital Securities (the “ ING Perpetual Hybrid Capital Securities ”), the form and substance of such ING Perpetual Hybrid Capital Securities and the terms, provisions and conditions thereof to be set forth as provided in the Subordinated Indenture as supplemented by this Sixth Supplemental Indenture;

WHEREAS, pursuant to Section 301 of the Subordinated Indenture, the Company desires to appoint The Bank of New York, through its New York and London branches, to act as Paying Agent with respect to the ING Perpetual Hybrid Capital Securities;

WHEREAS, the ING Perpetual Hybrid Capital Securities shall be treated as a separate series of Securities in accordance with the terms of the Indenture and for all purposes under the Indenture; and

WHEREAS, the Company has duly authorized the execution and delivery of this Sixth Supplemental Indenture and requested that the Trustee execute and deliver this Sixth Supplemental Indenture, and all requirements necessary to make this Sixth Supplemental Indenture a valid and binding instrument in accordance with its terms have been done.

NOW THEREFORE, in consideration of the purchase and acceptance of the ING Perpetual Hybrid Capital Securities by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the ING Perpetual Hybrid Capital Securities and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee and the Paying Agent as follows:

ARTICLE 1
Definitions

Section 1.01. Definition Of Terms. For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) a term defined in the Subordinated Indenture and not otherwise defined herein has the same meaning when used in this Sixth Supplemental Indenture;

(b) unless otherwise specified, a reference to a Section or Article is to a Section or Article of this Sixth Supplemental Indenture;

(d) the following terms have the meanings given to them in this Section 1.01(d) and shall have the meaning set forth below for purposes of this Sixth Supplemental Indenture and the Subordinated Indenture as it relates to the series of ING Perpetual Hybrid Capital Securities created hereunder.

“ Accrued Interest Payment ” means a payment of (a) any Deferred Interest and (b) without duplication, any Interest due on any Delayed Redemption Payment Date in accordance with Section 3.01(d) hereof.

“ Accruing Interest Date ” has the meaning specified in Section 2.04(e) hereof.

“ Additional Amounts ” has the meaning specified in Section 1006 of the Subordinated Indenture.

“ Additional Interest ” has the meaning specified in Section 2.04(d) hereof.

“ Assets ” means the non-consolidated gross assets of the Company as shown by the most recently published financial statements of the Company as of the end of the quarter preceding the date such amount is required, but adjusted for contingencies and subsequent events and to such extent as the Company’s management, external auditors or, as the case may be, any liquidator may determine to be appropriate.

“ Base Redemption Price ” in respect of the ING Perpetual Hybrid Capital Securities means a redemption price equal to 100% of the aggregate principal amount of the ING Perpetual Hybrid Capital Securities, together with any accrued and unpaid interest (including any unpaid Deferred Interest and Additional Interest in respect thereof, if any) to and including the date fixed for redemption.

“ Business Day ” means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for general business in each of Amsterdam, New York and London.

“ Deferral Notice ” means a notice to the Trustee (who shall in turn notify the Holders) and the Paying Agent, if different than the Trustee, that an Interest Payment (whether an Optional Deferral Interest Payment or a Required Deferral Interest Payment) will be deferred in accordance with the Indenture.

“ Deferred Interest ” means any Interest Payment for any Interest Period or part thereof otherwise due and payable, the payment of which the Company has elected to defer or the Company has been required to defer in accordance with the terms of the Indenture.

“ Deferred Interest Payment ” means any Optional Deferral Interest Payment, or part thereof, which has not subsequently been satisfied, and any Required Deferral Interest Payment, or part thereof, which has not subsequently been either (i) satisfied, or (ii) deferred pursuant to Section 2.04(f) hereof.

“ Deferred Interest Satisfaction Date ” means the Business Day selected by the Company to make payment of any Deferred Interest or any part thereof and any Additional Interest in respect thereof, which Business Day must be no earlier than the 16th Business Day preceding the delivery of notice to the Trustee regarding the payment of such Deferred Interest and which payment is made with cash funded from the proceeds of the issuance of Payment Securities.

“ DTC ” means the Depository Trust Company.

“ Dutch Central Bank ” means the Dutch Central Bank or its successor as primary regulator of ING Groep N.V.

“ Fixed Interest Rate ” has the meaning set forth in Section 2.04(b) hereof.

“ Indenture ” has the meaning set forth in the recitals of this Sixth Supplemental Indenture.

“ ING Perpetual Hybrid Capital Securities ” has the meaning set forth in the recitals of this Sixth Supplemental Indenture, and shall include, unless the context otherwise requires, any further ING Perpetual Hybrid Capital Securities which the Company is permitted to issue and which will form a single series with the ING Perpetual Hybrid Capital Securities.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standard Board and as endorsed by the European Commission.

“ Interest ” means interest payments on the ING Perpetual Hybrid Capital Securities as calculated in accordance with Section 2.04(b) and 2.04(c) hereof and shall, where appropriate, include any Interest Amount, Deferred Interest and any Accrued Interest Payment.

“ Interest Amount ” means

(i) in respect of an Interest Payment, the amount of Interest payable on a ING Perpetual Hybrid Capital Security for the relevant Interest Period (excluding any Additional Interest); and

(ii) in the event of redemption due to a Tax Event or Regulatory Deferral Event, any Interest accrued from (and including) the preceding Interest Payment Date (or, if none, the Issue Date) to (but excluding) the due date for redemption, if not an Interest Payment Date, as calculated using the Interest Calculation Basis.

“ Interest Calculation Basis ” means the calculation of Interest on the basis of a 360-day year of twelve 30-day months.

“ Interest Payment ” means, in respect of an Interest Payment Date, the aggregate Interest Amounts, excluding the Deferred Interest and any interest thereon, for the Interest Period ending on such Interest Payment Date.

“ Interest Payment Date ” has the meaning set forth in Section 2.04(d) hereof.

“ Interest Period ” means the period commencing on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period commencing on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

“ Issue Date ” means June 13, 2007.

“ Junior Guarantee ” means any guarantee, indemnity or other contractual support arrangement entered into by the Company in respect of securities (regardless of name or designation) issued by a Subsidiary or Undertaking and ranking junior to the ING Perpetual Hybrid Capital Securities upon a Winding Up or in respect of distributions or payment of dividends or any other payment thereon.

“ Junior Securities ” means the Ordinary Shares or any other securities of the Company that rank junior to the ING Perpetual Hybrid Capital Securities in a Winding Up or in respect of distributions, payments of dividends or any other payment thereon.

“ Liabilities ” means the non-consolidated gross liabilities of the Company as shown by the most recently published financial statements of the Company as of the end of the quarter preceding the date such amount is required, but adjusted for contingencies and for subsequent events and to such extent as the Company’s management, external auditors or, as the case may be, any liquidator may determine.

“ Mandatory Interest Payment ” means the satisfaction of Interest Payments following a Mandatory Payment Event pursuant to Section 2.05(b) or following a Mandatory Partial Payment Event pursuant to Section 2.05(c).

“ Mandatory Interest Payment Date ” has the meaning set forth in Section 2.04(c)(ii).

“ Mandatory Partial Payment ” payable on any Interest Payment Date means a payment in respect of each ING Perpetual Hybrid Capital Security in an amount that results in payment of a proportion of a full Interest Payment on each of the ING Perpetual Hybrid Capital Securities on such Interest Payment Date equal to the proportion of a full dividend on the relevant Parity Securities and/or payment on the relevant Parity Guarantee paid on the dividend or payment date in respect of the relevant Parity Securities and/or Parity Guarantee immediately preceding such Interest Payment Date.

“ Mandatory Partial Payment Event ” means the occurrence of any of the following events or circumstances:

(a) the Company declares, pays or distributes a dividend or makes a payment on any Parity Securities or makes a payment on any Parity Guarantees; or

(b) any Subsidiary or Undertaking declares, pays or distributes a dividend on any security issued by it benefiting from a Parity Guarantee or makes a payment on any security issued by it benefiting from a Parity Guarantee.

“ Mandatory Payment Event ” means the occurrence of any of the following events or circumstances:

(a) the Company declares, pays or distributes a dividend or makes a payment (other than a dividend in the form of Ordinary Shares) on any Junior Securities or makes a payment on any Junior Guarantee;

(b) any Subsidiary or Undertaking declares, pays or distributes a dividend on any security issued by it benefiting from a Junior Guarantee or makes a payment (other than a dividend in the form of ordinary shares) on any security issued by it benefiting from a Junior Guarantee;

(c) the Company or any Subsidiary or Undertaking redeems, purchases or otherwise acquires any Junior Securities, any Parity Securities or any securities issued by any Subsidiary or Undertaking benefiting from a Junior Guarantee or Parity Guarantee (other than (1) by conversion into or in exchange for Ordinary Shares, (2) in connection with transactions effected by or for the account of customers of the Company or any Subsidiary or in connection with the distribution, trading or market-making activities in respect of those securities, (3) in connection with the satisfaction by the Company or any Subsidiary of its obligations under any employee benefit plans or similar arrangements with or for the benefit of employees, officers, directors or consultants, (4) as a result of a reclassification of the Company or any Subsidiary or the exchange or conversion of one class or series of capital stock for another class or series of capital stock, or (5) the purchase of the fractional interests in shares of the capital stock of the Company or of any Subsidiary pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged) for any consideration, or any moneys are paid to or made available for a sinking fund or for redemption of any Junior Securities, Parity Securities or any securities issued by any Subsidiary or Undertaking benefiting from a Junior Guarantee or Parity Guarantee, or the redemption, purchase or other acquisition by any Subsidiary or Undertaking of securities, instruments or other obligations held by the Company.

“ Notional Preference Shares ” has the meaning set forth in Section 9.01 hereof.

“ Optional Deferral Interest Payment ” means any Payment on the ING Perpetual Hybrid Capital Securities that is deferred due in accordance with Section 2.04(f) hereof.

“ Ordinary Shares ” means the Company’s ordinary shares or bearer depository receipts issued in respect of such ordinary shares as the context may require.

“ Outstanding Parity Instruments ” means the Company’s 7.05% ING Perpetual Debt Securities issued on July 18, 2002, the Company’s 7.20% ING Perpetual Debt Securities issued on December 6, 2002, the Company’s Variable Rate ING Perpetual Securities issued on June 20 2003, the Company’s 6.20% ING Perpetual Debt Securities issued on October 17, 2003, the Company’s Variable Rate ING Perpetual Securities issued on June 14, 2004, the Company’s 4.176% ING Perpetual Debt Securities issued on June 7, 2005, the Company’s 6.125% ING Perpetual Debt Securities issued on September 26, 2005, the Company’s 5.775% Fixed/Floating ING Perpetual Debt Securities issued on December 8, 2005, the Company’s 5.140% ING Perpetual Securities issued March 15, 2006 and the Company’s guarantees of the 8.439% Non-cumulative Guaranteed Trust Preferred Securities issued by ING Capital Funding Trust III on December 15, 2000.

“ Outstanding Payment ” means:

(i) in relation to any Interest Payment, Deferred Interest Payment or Interest Amount not falling within the definition of Interest Payment, that such payment (a) has either become due and payable or would have become due and payable except for the Company not being Solvent or the deferral, postponement or suspension of such payment, due to a Required Deferral Condition or an Optional Deferral Interest Payment, and (b) in any such case has not been satisfied; and

(ii) in relation to any Accrued Interest Payment (including Additional Interest, if applicable), any amount thereof which has not been satisfied whether or not payment has become due.

“ Parity Guarantee ” means any guarantee, indemnity or other contractual support arrangement entered into by the Company of securities (regardless of name or designation) issued by a Subsidiary or Undertaking that ranks in the Company’s Winding Up or in respect of distributions or payments of dividends and/or any other amounts thereunder by the Company pari passu with the ING Perpetual Hybrid Capital Securities.

Parity Guarantee includes the Company’s guarantees of the 8.439% Non-cumulative Guaranteed Trust Preferred Securities issued by ING Capital Funding Trust III on December 15, 2000.

“ Parity Securities ” means: (a) until the Outstanding Parity Instruments have been redeemed or discharged in full,

(i) the Outstanding Parity Instruments other than the Company’s guarantees of the 8.439% Non-cumulative Guaranteed Trust Preferred Securities issued by ING Capital Funding Trust III on December 15, 2000;

(ii) the most senior class of the Company’s preference shares outstanding at any relevant time;

(iii) any security of the Company effectively ranking pari passu with the most senior-ranking outstanding preference shares of the Company as referred to under (ii); and

(iv) any additional securities of the Company (whether preference shares or having any other name or designation), that rank in the Company’s Winding Up or in respect of distributions or payments of dividends or any other amounts thereunder by the Company, pari passu with the ING Perpetual Hybrid Capital Securities, and

(b) after the Outstanding Parity Instruments have been redeemed or discharged in full, the most junior-ranking class of preference shares provided for at any time under the Company’s Articles of Association, whether or not any such preference shares are outstanding and any securities of the Company, whether preference shares or having any other name or designation, that effectively rank pari passu with the ING Perpetual Hybrid Capital Securities.

“ Paying Agent ” means The Bank of New York as paying agent in relation to the ING Perpetual Hybrid Capital Securities, or its successor or successors for the time being appointed in accordance with the terms of the Indenture.

“ Payment ” means any Interest Payment, Deferred Interest Payment, Accrued Interest Payment or Interest Amount not falling within the definition of Interest Payment.

“ Payment Default ” has the meaning set forth in Section 4.01(a) hereof.

“ Payment Event ” has the meaning set forth in Section 4.01(b) hereof.

“ Payment Securities ” means Parity Securities and Junior Securities or any combination thereof which, in each case, are eligible as Tier I capital under

the capital adequacy guidelines as applied and enforced by the Dutch Central Bank.

“ Prudential Supervision Deferral Event ” means that the Company has determined that its capital adequacy ratio is or would be, after payment of any accrued interest on the ING Perpetual Hybrid Capital Securities or on Deferred Interest, less than the minimum capital adequacy required by the regulation on prudential supervision of financial groups ( Besluit prudentieel toezicht financiële groepen Wft ).

“ Regular Record Date ” means the March 1, June 1, September 1 and December 1 preceding an Interest Payment Date (whether or not a Business Day).

“ Regulatory Deferral Event ” means that the Company, after becoming subject to capital adequacy regulations, shall have been notified by the Dutch Central Bank to the effect that the Company’s capital adequacy ratio is or would, after payment of any Interest Payment on the ING Perpetual Hybrid Capital Securities or on Deferred Interest, be less than the minimum capital adequacy requirement as applied and enforced by the Dutch Central Bank.

“ Relevant Date ” means in respect of any payment, the date on which such payment first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the Trustee on or prior to such date, the “Relevant Date” means the date on which such monies shall have been so received and notice to that effect shall have been given to the Holders in accordance with Section 106 of the Subordinated Indenture.

“ Required Deferral Condition ” means any of the following:

(a) a determination by the Company that it is not or, on the Relevant Date for the ING Perpetual Hybrid Capital Securities after taking into account amounts payable on that date on the ING Perpetual Hybrid Capital Securities, will not be Solvent;

(b) a Prudential Supervision Deferral Event has occurred and continues to exist;

(d) the Dutch Central Bank has requested or required the Company not to make any payments on the ING Perpetual Hybrid Capital Securities or not to make a Payment on the Relevant Date for the ING Perpetual Hybrid Capital Securities.

“ Required Deferral Interest Payment ” has the meaning set forth in Section 2.04(e) hereof.

“ Securities ” has the meaning set forth in the Subordinated Indenture.

“ Senior Creditors ” means the Company’s creditors, other than creditors under Parity Guarantees and Junior Guarantees:

(i) who are unsubordinated creditors of the Company;

(ii) whose claims are, or are expressed to be, subordinated as regards distributions on the Company’s Winding Up or in respect of distributions or payment of dividends and/or any other amounts thereunder by the Company, only to the claims of unsubordinated creditors of the Company but not further or otherwise; and

(iii) who are subordinated creditors of the Company except those whose claims are, or are expressed to rank, as regards distributions on the Company’s Winding Up or in respect of distributions or payments of dividends or any other amounts thereunder by the Company, pari passu with, or junior to, the claims of the Holders.

“ Senior Preference Shares ” means, after such time as all Outstanding Parity Instruments have been redeemed and discharged in full, any of the Company’s preference shares, except for the most junior class of preference shares provided for at any time by the Company’s Articles of Association, whether or not any such preference shares are outstanding.

“ Solvent ” means

(i) the Company is able to make payments to its Senior Creditors as such payments become due; and

(ii) the Company’s Assets exceed the sum of its Liabilities (excluding Liabilities not held by Senior Creditors).

“ Subordinated Indenture ” has the meaning set forth in the first paragraph of this Sixth Supplemental Indenture.

“ Subsidiary ” means an entity for which the Company, or one or more of its subsidiaries, holds the ability to exercise more than half of the voting rights or the ability to appoint more than half of the managing directors or supervisory directors or a partnership in which the Company or a subsidiary is fully liable to obligees as partners as defined more precisely in Section 2:24a of the Dutch Civil Code.

“ Tax Event ” means a determination by the Company that on the next Interest Payment Date:

(i) the Company determines that it has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of The Netherlands or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment shall have become effective on or after the Issue Date and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that the Company may not send a notice of redemption pursuant to Section 3.01(b) earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the ING Perpetual Hybrid Capital Securities then due;

(ii) payments of amounts in respect of Interest on the ING Perpetual Hybrid Capital Securities (including, for the avoidance of doubt, the issue of Payment Securities to fund the payment of any such Interest), may be treated as “distributions” within the meaning of Section II of the Dividend Withholding Tax Act 1965 ( Wet op de dividendbelasting 1965 ; or such other provision as may from time to time supersede or replace Section II of the Dividend Withholding Tax Act of 1965 for the purposes of such definition) and the Company cannot avoid such requirement or circumstance by taking such measures the Company, acting in good faith, deems appropriate; or

(iii) as a result of any proposed change or amendment to the laws of The Netherlands, or any proposed change in the application of official or generally published interpretation of such laws, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such law or regulations that differs from the previously generally accepted position in relation to similar transactions or which differs from any specific written confirmation given by a tax authority in respect of the ING Perpetual Hybrid Capital Securities, which change or amendment becomes, or would become, effective, or in the case of a change or proposed change in law if such change is enacted (or, in the case of a proposed change, is expected to be enacted) by an Act of Parliament or made by statute on or after the Issue Date, there is more than an insubstantial risk that the Company will not obtain substantially full relief for the purposes of Dutch corporation tax for any payment of Interest including, for the avoidance of doubt, the issue of Payment Securities to fund the payment of any such Interest, and the Company cannot avoid this risk by taking such measures as the Company, acting in good faith, deems appropriate.

“ Trustee ” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the

applicable provisions of the Subordinated Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee thereunder, and if at any time there is more than one such Person, “Trustee” shall mean and include each such Person.

“ Undertaking ” means a corporate body, partnership, limited partnership, cooperative or an incorporated association carrying on a trade or business with or without a view to profit in which the Company has direct or indirect financial, commercial or contractual majority interest.

“ Winding Up ”, with respect to the Company, means a return of assets on the Company’s liquidation (upon dissolution or otherwise) or the Company’s bankruptcy.

ARTICLE 2
General Terms And Conditions Of The ING Perpetual Hybrid Capital Securities

Section 2.01. Designation And Principal Amount. The following series of Securities are hereby authorized as the 6.375% ING Perpetual Hybrid Capital Securities, initially to be issued in the aggregate principal amount of up to $1,150,000,000.

Section 2.02. Maturity. The ING Perpetual Hybrid Capital Securities have no maturity date.

Section 2.03. Form, Issuance, Registration And Exchange. The ING Perpetual Hybrid Capital Securities shall:

(a) be issued as registered Securities in minimum denominations of $25.00 (or in any integral multiple thereof) in book-entry global form, and shall not be exchangeable for definitive securities except as provided in Section 305 of the Subordinated Indenture;

(b) not be exchangeable at any time for bearer securities; and

(c) be issued as global ING Perpetual Hybrid Capital Securities registered in the name of DTC or its nominee (initially the nominee will be Cede & Co.); provided , however , (i) such global securities may not be transferred except as a whole by DTC to a nominee or a successor of DTC, unless and until the ING Perpetual Hybrid Capital Securities are exchanged for definitive securities in the limited instances described in Section 11.01 hereof; (ii) beneficial interests in global ING Perpetual Hybrid Capital Securities may be held through organizations that participate, directly or indirectly, in the DTC system; (iii) beneficial interests in the global ING Perpetual Hybrid Capital Securities and all

transfers relating to the global ING Perpetual Hybrid Capital Securities will be reflected in the book-entry records of DTC; and (iv) so long as DTC, or its nominee, is the holder of a global ING Perpetual Hybrid Capital Security, it will be considered the sole holder of the global ING Perpetual Hybrid Capital Security for all purposes under the Indenture.

Section 2.04. Payments.

(a) Payment Method . (i) Any Payment on ING Perpetual Hybrid Capital Securities which is payable, and is paid or duly provided for, on any Payment Date or on any date on which the Company makes any Payment on the ING Perpetual Hybrid Capital Securities (including any payment of Additional Amounts in accordance with Section 1006 of the Subordinated Indenture) shall be paid by the Trustee to the Holder in whose name such ING Perpetual Hybrid Capital Securities are registered, by wire-transfer of same-day funds to the Holder or, at the option of the Company, by check mailed to the address of the Holder as it appears in the Company’s Security Register. For so long as the ING Perpetual Hybrid Capital Securities are held in global form, all payments shall be made by wire-transfer of same-day funds.

(ii) All payments made with respect to the ING Perpetual Hybrid Capital Securities will be subject to any fiscal or other laws and regulations applicable thereto in the place of payment. Except as expressly stated, such fiscal or other laws and regulations will not affect the Company’s obligation to pay Additional Amounts.

(b) Interest Rate . The ING Perpetual Hybrid Capital Securities will bear Interest from the Issue Date at a fixed rate per annum on their outstanding principal amount equal to 6.375% (the “ Fixed Interest Rate ”).

(c) Interest Payment Dates . (i) Subject to the provisions herein, Interest on the ING Perpetual Hybrid Capital Securities (calculated in accordance with the Interest Calculation Basis) will be payable from June 13, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15 and December 15 in each year, commencing on September 15, 2007.

(ii) Mandatory Interest Payment Dates. The date on which payments are made in accordance with Section 2.05(b) and Section 2.05(c) shall be referred to as a “ Mandatory Interest Payment Date ”.

(d) Accrued Interest Payments . The aggregate amount of any Accrued Interest Payments on the ING Perpetual Hybrid Capital Securities will bear Interest at the Fixed Interest Rate (to the extent permitted by applicable law) as if such Accrued Interest Payments were considered part of principal and will

become payable as and when the Payment in respect of which such Interest has accrued becomes payable. The amount of Interest which accrues (the “ Additional Interest ”) in respect of any such Accrued Interest Payments shall be (i) in respect of Required Deferral Interest Payments, as set forth in Section 2.04(e)(iii); (ii) in respect of Optional Deferral Interest Payments, as set forth in Section 2.04(f)(ii); and (iii) in respect of any interest included in the Base Redemption Price, if such is improperly withheld or refused and is not paid by the Company, such Interest, if any, that may be due in accordance with Section 3.01(d), in each case as calculated by the Trustee in consultation with the Company. The Additional Interest shall be added, for purposes only of the calculation of the amount of Additional Interest due on any Interest Payment Date, Deferred Interest Satisfaction Date or Delayed Redemption Payment Date, as the case may be, to the corresponding amount of Payments unpaid as at such Interest Payment Date, Deferred Interest Satisfaction Date or Delayed Redemption Payment Date, as applicable, as if such amount would itself constitute a Payment.

When used with respect to any ING Perpetual Hybrid Capital Securities, “ Interest Payment Date ” means the date for payment of any Interest on such ING Perpetual Hybrid Capital Securities, as determined by the Company and set forth in this Sixth Supplemental Indenture and the form of ING Perpetual Hybrid Capital Securities attached as Exhibit A hereto. If any Interest Payment Date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day that is a Business Day.

(e) Mandatory Deferral of Payments .

(i) Other than in the case of a Mandatory Payment Event or a Mandatory Partial Payment Event (except if a Required Deferral Condition arises following such Mandatory Payment Event or Mandatory Partial Payment Event, in which case, the provisions of this Section 2.04(e) shall apply), the Company is required to give a Deferral Notice in accordance with Section 2.04(h) hereof and to defer any Payment where the Required Deferral Condition has occurred or is continuing on the 20th Business Day preceding the date on which such Payment would be due and payable and no Interest Payment shall be payable on such Interest Payment Date. When used with respect to any ING Perpetual Hybrid Capital Securities, “ Required Deferral Interest Payment ” means any Payment deferred in accordance with this Section 2.04(e).

(ii) Interest will not accrue on any Required Deferral Interest Payment prior to the Accruing Interest Date for such interest.

(iii) Any Required Deferral Interest Payment shall begin to accrue interest from the Interest Payment Date (“ Accruing Interest

Date ”) following the date on which the Company determines, which shall be a date on twenty Business Days preceding such Interest Payment Date, that the Required Deferral Condition no longer exists.

(iv) From and including the relevant Accruing Interest Date for any Required Deferral Interest Payment, such interest will bear interest at the Fixed Interest Rate per annum until paid or cancelled in the event of a Winding Up, except that interest shall not accrue on any such Required Deferral Interest Payment or part thereof for any period during which a Required Deferral Condition exists.

(v) At least 16 Business Days prior to the relevant Accruing Interest Date, the Company shall give notice to the Trustee of the Accruing Interest Date. As soon as practicable after receiving such notice, the Trustee shall provide notice to the Holders of such Accruing Interest Date and the Required Deferral Interest Payment to which it relates.

(vi) Subject to clause (vii) below, the Company has no obligation to pay any Required Deferral Interest Payment or Additional Interest in respect thereof other than upon redemption. If the Company elects to make a Required Deferral Interest Payment or a payment of Additional Interest with respect thereto, such payment shall only be made in compliance with Section 2.04(g). At least 16 Business Days prior to the applicable Deferred Interest Satisfaction Date, the Company shall provide a notice to the Paying Agent and the Holders in accordance with Section 106 of the Subordinated Indenture (a) that the Company will satisfy such Required Deferral Interest Payment on the relevant Deferred Interest Satisfaction Date, (b) the amount of the Required Deferral Interest Payment and Additional Interest in respect thereof, if any, payable on such Deferred Interest Satisfaction Date, as calculated by the Trustee and (c) the Special Record Date for such Deferred Interest Satisfaction Date.

(vii) Upon a Winding Up, Holders shall be deemed to have waived the right to receive any Required Deferral Interest Payment and any Additional Interest in respect thereof.

(f) Optional Deferral of Payments .

(i) The Company may defer any Interest Payment that is due and payable under the ING Perpetual Hybrid Capital Securities, other than in the case of a Mandatory Payment Event or a Mandatory Partial Payment Event, by giving a Deferral Notice to the Trustee and the Holders in accordance with Section 2.04(h) hereof, and no Interest Payment shall be payable on such Interest Payment Date. When used with respect to any ING Perpetual Hybrid Capital Securities, “ Optional Deferral Interest

Payment ” means any Payment deferred in accordance with this Section 2.04(f).

(ii) Optional Deferral Interest Payments will accrue interest at the Fixed Interest Rate from, and including, the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to, but excluding, the relevant Deferred Interest Satisfaction Date, except that interest shall not accrue on any Optional Deferral Interest Payments or part thereof for any period during which a Required Deferral Condition exists (in which case, Interest, if any, shall only begin to accrue again in accordance with Section 2.04(e)(iii).

(iii) Subject to clause (ii) above, the Company has no obligation to pay any Optional Deferral Interest Payment or any Additional Interest in respect thereof other than upon redemption. If the Company elects to make an Optional Deferral Interest Payment or any Additional Interest in respect thereof , such payment shall only be made in compliance with Section 2.04(g).

(g) Conditions Precedent for any Payment .

(i) Except in a Winding Up, all payments, other than certain payments required to be made pursuant to any Mandatory Payment Event, or Mandatory Partial Payment Event, on the ING Perpetual Hybrid Capital Securities will be conditional upon no Required Deferral Condition existing at the time of Payment.

(ii) If the Company elects to make any payments of any Required Deferral Interest Payments and Optional Deferral Interest Payments, together with any Additional Interest thereon, such payments will be conditional upon the approval of the Dutch Central Bank (if such approval is required) and that, on the 20th Business Day prior to the Deferral Interest Satisfaction Date: (1) the Company is Solvent; (2) the Company would be Solvent following the payment of the Required Deferral Interest Payments and Optional Deferral Interest Payments and any Additional Interest thereon; and (3) the Required Deferral Interest Payments and Optional Deferral Interest Payments and any Additional Interest thereon shall be funded by the Company with the proceeds of the issuance by the Company of Payment Securities.

(h) Deferral Notice .

(i) The Company shall give any Deferral Notice not less than 16 Business Days prior to the date on which any Payment would, in the absence of deferral, be due and payable.

(ii) The Company must give a Deferral Notice in the case of a Required Deferral Condition.

(iii) Any Deferral Notice as to a Payment required to be paid pursuant to a Mandatory Payment Event or a Mandatory Partial Payment Event will have no force or effect.

Section 2.05. Mandatory Payment Events; Mandatory Partial Payment Events.

(a) Deferred Interest Payments. Upon the occurrence of a Mandatory Payment Event or a Mandatory Partial Payment Event, no Deferred Interest Payments or Additional Interest in respect thereof will become mandatorily due and payable in full on the date of either such event or any succeeding Interest Payment Date.

(b) Satisfaction of Interest Payments following a Mandatory Payment Event. The Interest Payments payable on the next four consecutive Interest Payment Dates following a Mandatory Payment Event will be mandatorily due and payable in full, notwithstanding any Deferral Notice as to such Interest Payments or the occurrence or continuance of any Required Deferral Condition (other than a Required Deferral Condition that occurs after the occurrence of the relevant Mandatory Payment Event in which case such accrued and unpaid interest shall not be due and payable); provided , however , that if the Mandatory Payment Event is (x) a payment on a Junior Security, a Junior Guarantee or a security benefiting from a Junior Guarantee or relates to the purchase or other acquisition of any Junior Security, Parity Security or a security benefiting from a Junior Guarantee or a Parity Guarantee, and (y) such payment is in respect of a semi-annual payment or the security purchased or acquired was payable semi-annually, only the Interest Payments payable on the next two Interest Payment Dates, shall be mandatorily due and payable notwithstanding any Deferral Notice as to such Interest Payment or the occurrence or continuance of any Required Deferral Condition (other than a Required Deferral Condition that occurs after the occurrence of the relevant Mandatory Payment Event in which case such accrued and unpaid interest shall not be due and payable).

(c) Satisfaction of Interest Payments following a Mandatory Partial Payment Event. Mandatory Partial Payments will be mandatorily due and payable, on the next four consecutive Interest Payment Dates, following a Mandatory Partial Payment Event, notwithstanding any Deferral Notice or occurrence of the Required Deferral Condition (other than a Required Deferral Condition that occurs after the occurrence of the relevant Mandatory Payment Event in which case such accrued and unpaid interest shall not be due and payable); provided , however , that if such Mandatory Partial Payment Event (x) is a payment on a Parity Security, a Parity Guarantee or a security benefiting from a

Parity Guarantee and (y) such payment is in respect of a semi-annual or quarterly payment, only Mandatory Partial Payments payable on the next two consecutive Interest Payment Dates or the next Interest Payment Date, respectively, shall be mandatorily due and payable notwithstanding any Deferral Notice as to such Interest Payment or the occurrence or continuance of any Required Deferral Condition (other than a Required Deferral Condition that occurs after the occurrence of the relevant Mandatory Payment Event in which case such accrued and unpaid interest shall not be due and payable).

(d) Alteration of Terms during the existence of a Regulatory Deferral Event . If and for so long as a Regulatory Deferral Event exists, the terms of the ING Perpetual Hybrid Capital Securities shall be automatically altered, without any action by the holders, so that a Mandatory Payment Event or a Mandatory Partial Payment Event, as applicable, shall be deemed to occur only if the Company declares, pays or distributes a dividend or makes a payment (other than a dividend in the form of Ordinary Shares) on the Company’s Ordinary Shares or other instruments that are classified as equity under IFRS.

ARTICLE 3
Optional Redemption And Redemption Or Conversion Upon Certain Events

Section 3.01. Optional Redemption. (a) Any redemption made in accordance with this Article 3 shall be made in accordance with Sections 1101 through Section 1108 of the Subordinated Indenture.

(b) Upon giving not less than 30 nor more than 60 days’ notice to the Holders of ING Perpetual Hybrid Capital Securities, and provided the Company is Solvent at the time of such notice and at the time of redemption, the ING Perpetual Hybrid Capital Securities may be redeemed in whole, but not in part, at the Base Redemption Price, at the option of the Company and without the consent of the Holders or the Trustee, as follows:

(i) on June 15, 2012, and thereafter on any Interest Payment Date;

(ii) prior to June 15, 2012, upon the occurrence of a Tax Event, provided that the Company has already delivered to the Trustee, in a form satisfactory to the Trustee, a written legal opinion of independent Dutch counsel of recognized standing, selected by the Company, confirming that such Tax Event has occurred; or

(iii) prior to June 15, 2012, upon the occurrence of a Regulatory Deferral Event.

(c) Cancellation of any ING Perpetual Hybrid Capital Securities redeemed by the Company pursuant to this Indenture will be effectuated by reducing the principal amount of the ING Perpetual Hybrid Capital Securities, and any ING Perpetual Hybrid Capital Securities so cancelled will be discharged. Any ING Perpetual Hybrid Capital Securities purchased by the Company may be held, reissued, resold or, at the Company’s option, cancelled. Such cancellation shall be effectuated by decreasing in an equal amount the number of ING Perpetual Hybrid Capital Securities represented by the global security.

(d) In the event the Base Redemption Price in respect of any ING Perpetual Hybrid Capital Securities is improperly withheld or refused and is not paid by the Company, Interest on the ING Perpetual Hybrid Capital Securities will continue to be payable and accrue at the Fixed Interest Rate, and the amount of such Interest calculated by the Trustee in consultation with the Company, until the date the Base Redemption Price is actually paid (the “ Delayed Redemption Payment Date ”). Prior to the payment of any Base Redemption Price which previously has been improperly withheld or refused, the Company shall inform the Trustee of the proposed Delayed Redemption Payment Date and the Trustee shall, as soon as practicable after receiving such notice, provide notice to the Company of the amount of Accrued Interest Payments together with any Additional Interest in respect thereof payable in connection therewith. The Company shall then provide notice to the Paying Agent, if different than the Trustee, and the Holders in accordance with Section 106 of the Subordinated Indenture of (i) the Delayed Redemption Payment Date, (ii) the Special Record Date for the Delayed Redemption Payment Date and (iii) the Accrued Interest Payments payable on such date, as calculated by the Trustee.

Section 3.02. Optional Purchase. The Company may at any time, subject to the Company being Solvent, purchase ING Perpetual Hybrid Capital Securities on the open market in any manner and at any price.

Section 3.03. Conversion Upon Certain Tax Events. At any time, if a Tax Event occurs as a result of the condition set forth in part (iii) of the definition of Tax Event in Section 1.01(d), then, in addition to any option to redeem the ING Perpetual Hybrid Capital Securities, the Company will be permitted to convert or exchange the ING Perpetual Hybrid Capital Securities for another series of securities issued by the Company having materially the same terms as the ING Perpetual Hybrid Capital Securities and which are no less favorable to a Holder than the ING Perpetual Hybrid Capital Securities.

Section 3.04. Regulatory Approval. The Company’s right to redeem the Securities in accordance with Section 3.01 or Section 3.02 or convert the Securities in accordance with Section 3.03 shall be subject to approval of the Dutch Central Bank if such approval is required.

ARTICLE 4
Remedies

Section 4.01. Defaults; Collection Of Indebtedness And Suits For Enforcement By Trustee.

(a) “ Payment Default ”, wherever used herein with respect to the ING Perpetual Hybrid Capital Securities, means solely the following event (regardless of the reason for such Payment Default and whether it is voluntary, involuntary or is effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

The Company fails to pay or set aside for payment the amount due to satisfy any Payment on the ING Perpetual Hybrid Capital Securities when due, and such failure continues for 14 days; provided , however , that the deferral of an Interest Payment as permitted under the terms of this Indenture will not constitute a Payment Default.

(b) If a Payment Default occurs and is continuing, the Trustee may pursue all legal remedies available to it, including commencing a judicial proceeding for the collection of the sums so due and unpaid or a bankruptcy proceeding in The Netherlands (but not elsewhere) of the Company, but the Trustee may not declare the principal amount of any outstanding ING Perpetual Hybrid Capital Securities to be due and payable. If the Company fails to make payment and a Required Deferral Condition exists at the end of the 14-day period set forth in Section 4.01(a) hereof, such failure does not constitute a Payment Default but instead constitutes a “ Payment Event ”. On a Payment Event, the Trustee may institute bankruptcy proceedings against the Company exclusively in The Netherlands, but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid.

(c) Notwithstanding the foregoing, Holders of the ING Perpetual Hybrid Capital Securities have the absolute and unconditional right to institute suit for the enforcement of any payment when due and such right may not be impaired without the consent of the Holder as provided in Section 508 of the Subordinated Indenture. In addition, to the extent the Trustee is not permitted to pursue the remedies provided for in Section 4.01(b) above as a matter of Dutch law, the Holders of the ING Perpetual Hybrid Capital Securities may pursue such remedies in accordance with the terms of the Subordinated Indenture.

(d) Without prejudice to Section 5.04 and Section 5.05 of the Subordinated Indenture, the Trustee is and shall be fully authorized by each and any Holder of an ING Perpetual Hybrid Capital Security to commence proceedings in The Netherlands in accordance with Section 4.01(a) and 4.01(b)

above, in the name and on behalf of such Holder, as if the Trustee were such Holder, with a view to having the Company declared bankrupt in The Netherlands.

(e) The provisions of this Section 4.01 replace Sections 501, 502 and 503 of the Subordinated Indenture in their entirety, and such Sections are hereby amended and restated in their entirety by this Section 4.01.

ARTICLE 5
Covenants Of The Issuer

Section 5.01. Dividend Restrictions For Interest Payments. Unless Interest accrued has been paid in full on the ING Perpetual Hybrid Capital Securities in respect of each of the immediately preceding four consecutive Interest Periods, or if four Interest Periods have not occurred since the ING Perpetual Hybrid Capital Securities were issued, since the Issue Date, the Company agrees that it will not recommend to its shareholders, and to the fullest extent permitted by applicable law will otherwise act to prevent, any action that would constitute a Mandatory Payment Event or Mandatory Partial Payment Event.

Section 5.02. Mandatory Interest Payments. Subject to the Company being Solvent, the Company agrees that it will not defer any Payment on the ING Perpetual Hybrid Capital Securities on the Interest Payment Date falling on a Mandatory Interest Payment Date.

Section 5.03. Deferral Of Certain Payments. The Company agrees that if Payments stated to be payable on any date have not been made on the Company’s preference shares or any other Parity Securities, then it will defer Payments on the ING Perpetual Hybrid Capital Securities payable on such date, unless a Mandatory Interest Payment is due.

Section 5.04. Listing. The Company will use reasonable efforts to maintain the listing of the ING Perpetual Hybrid Capital Securities on the stock exchange on which they were listed on or about the Issue Date or, if it is unable to do so having used such efforts or if the maintenance of any such listing is agreed by the Trustee to be unduly burdensome, use all reasonable efforts to obtain and maintain a quotation or listing of such ING Perpetual Hybrid Capital Securities on such other stock exchange or exchanges or securities market or markets as the Company may (with the prior written approval of the Trustee) decide so that the ING Perpetual Hybrid Capital Securities are listed on at least one stock exchange or securities market. The Company will also use its best efforts to furnish to any stock exchange(s) or securities market(s) such information as such stock

exchange(s) or securities market(s) may require to be furnished in accordance with its requirements.

Section 5.05. Officer’s Certificate On Deferral. If the Company is obliged or elects to defer any Payment in accordance with Section 2.04(e) hereof, it shall deliver to the Trustee, no later than the sixteenth Business Day prior to the relevant Interest Payment Date, an Officer’s Certificate, certifying that the Required Deferral Condition was met on the 20th Business Day prior to the relevant Interest Payment Date and if the Company shall elect to satisfy a Required Deferred Interest Payment or a payment of Additional Interest with respect thereto on an earlier date than the Interest Payment Date following that on which the Required Deferral Condition fails to be met, deliver to the Trustee not later than the sixteenth Business Day prior to making such payment an Officer’s Certificate certifying that the Required Deferral Condition was no longer, on a date no more than 16 Business Days prior to the delivery of such certificate, met.

ARTICLE 6
Subordination

Section 6.01. Agreement To Subordinate. (a) The Company covenants and agrees, and each Holder of ING Perpetual Hybrid Capital Securities issued hereunder, by such Holder’s acceptance thereof, likewise covenants and agrees, that the ING Perpetual Hybrid Capital Securities issued hereunder (i) shall rank pari passu with respect to each other, (ii) until such time as all Outstanding Parity Instruments have been redeemed or discharged in full, (A) shall be subordinated to the claims of Senior Creditors, (B) shall rank pari passu with the claims of holders of Parity Securities and creditors under Parity Guarantees and (C) shall rank senior to holders of Junior Securities and creditors under Junior Guarantees, and (ii) once all Outstanding Parity Instruments have been redeemed and discharged in full, (A) shall be subordinated to the claims of Senior Creditors and holders of Senior Preference Shares, (B) shall rank pari passu with the claims of holders of Parity Securities and creditors under Parity Guarantees and (C) shall rank senior to holders of the Company’s Ordinary Shares and any other Junior Securities and Junior Guarantees.

(b) The Company further covenants and agrees, and each Holder of ING Perpetual Hybrid Capital Securities issued hereunder, by such Holder’s acceptance thereof, likewise covenants and agrees, that the rights regarding payments and the issuance of Payment Securities will be subject to the Company being Solvent. In the event of liquidation, moratorium of payments or bankruptcy of the Company, the Payments payable on the ING Perpetual Hybrid Capital Securities shall be an amount equal to the lesser of (i) the aggregate amount of Payments pursuant to the terms and conditions of the ING Perpetual Hybrid Capital Securities without giving effect to this Section 6.01(b) and (ii) an amount

equal to (A) the remaining assets of the Company after satisfaction of all claims which, as a matter of law, are prior to those of holders of ING Perpetual Hybrid Capital Securities or any Parity Security, Parity Guarantee or any similarly subordinated debt multiplied by (B) a fraction, (x) the numerator of which is the aggregate amount of Payments due on the ING Perpetual Hybrid Capital Securities pursuant to the terms and conditions thereof without giving effect to this Section 6.01(b) and (y) the denominator of which is the sum (without duplication) of the aggregate amount of all claims under the ING Perpetual Hybrid Capital Securities, the aggregate liquidation preference of, and aggregate amount of all claims under, any outstanding Parity Securities and Parity Guarantees and similarly subordinated debt obligations with a formula or arrangement substantially similar to this Section 6.01(b), without application of this Section 6.01(b) and the corresponding similar formula or arrangement.

Section 6.02. Section 1401 Of The Subordinated Indenture. The provisions of Section 6.01 hereof replace in their entirety Section 1401 of the Subordinated Indenture which is hereby amended and restated in its entirety by Section 6.01 hereof. In addition Sections 1402 through 1414 of Article Fourteen of the Subordinated Indenture are hereby amended by replacing the term “Senior Debt” as used in such sections with the term “Senior Creditors” as defined in this Sixth Supplemental Indenture.

ARTICLE 7
Form Of ING Perpetual Hybrid Capital Securities

Section 7.01. Form Of ING Perpetual Hybrid Capital Securities. The ING Perpetual Hybrid Capital Securities shall be substantially in the form of Exhibit A hereto. Exhibit A hereto is hereby incorporated into and expressly made a part of this Sixth Supplemental Indenture.

ARTICLE 8
Original Issue Of ING Perpetual Hybrid Capital Securities

Section 8.01. Original Issue Of ING Perpetual Hybrid Capital Securities. ING Perpetual Hybrid Capital Securities in the initial aggregate principal amount of up to $1,150,000,000 may, upon execution of this Sixth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such ING Perpetual Hybrid Capital Securities to or upon the written order of the Company, in accordance with Section 303 of the Subordinated Indenture.

There is no limit on the amount of ING Perpetual Hybrid Capital Securities which may be issued subsequent to this Sixth Supplemental Indenture.

ARTICLE 9
Winding Up

Section 9.01. Winding Up. If any action causes the Company’s Winding-Up (except solely for the purpose of the Company’s reconstruction, amalgamation or the substitution of a successor in business for the Company, the terms of which have previously been approved in writing by the Trustee or by not less than a majority in principal amount of the ING Perpetual Hybrid Capital Securities then Outstanding), with respect to the ING Perpetual Hybrid Capital Securities owned by a Holder, the Company will pay (in lieu of any other payment) an amount as if, on and after the day immediately before the Winding Up began, any Holder of those ING Perpetual Hybrid Capital Securities had been the holder of (A) until such time as the Outstanding Parity Instruments have been redeemed or discharged in full, the Company’s most senior-ranking preference shares then outstanding (the “ Class A Notional Preference Shares ”) and (B) once all Outstanding Parity Instruments have been redeemed or discharged in full, the most junior-ranking preference shares (“ Class B Notional Preference Shares ” and together with the Class A Notional Preference Shares, the “ Notional Preference Shares ”) then provided for in the Company’s Articles of Association, whether or not such preference shares are outstanding. Any such payment shall be made on the assumption that the amount that such Holder was entitled to receive in respect of each Notional Preference Share on a return of Assets upon such liquidation was an amount equal to the principal amount of $25.00 of the relevant ING Perpetual Hybrid Capital Security, and any Interest Payment thereon and on any Deferred Interest, other than any Required Deferral Interest Payment with due observance, for the avoidance of doubt, of Section 6.01. Upon the Company’s Winding Up, Holders of the ING Perpetual Hybrid Capital Security shall be deemed to have waived their right to payment of any Required Deferral Interest Payment pursuant to Section 2.04(e) and any Additional Interest in respect thereof.

ARTICLE 10
Satisfaction And Discharge

Section 10.01. Satisfaction And Discharge. The Company covenants and agrees, and each Holder of ING Perpetual Hybrid Capital Securities issued hereunder, by such Holder’s acceptance thereof, likewise covenants and agrees, that all ING Perpetual Hybrid Capital Securities shall be issued as Securities subject to the provisions of Article 4 of the Subordinated Indenture.

ARTICLE 11
Miscellaneous

Section 11.01. Issuance Of Definitive Securities. (a) So long as DTC holds the global ING Perpetual Hybrid Capital Securities, the global securities will not be exchangeable for definitive securities unless: (i) DTC notifies the Trustee that it is unwilling or unable to continue to hold the book-entry ING Perpetual Hybrid Capital Securities or DTC ceases to be a clearing agency registered under the Exchange Act and the Trustee does not appoint a successor to DTC which is registered under the Exchange Act within 120 days; (ii) a Payment Default has occurred and is continuing; (iii) a Payment Event has occurred and is continuing; (iv) in the event of the Company’s Winding Up it fails to make a payment on the ING Perpetual Hybrid Capital Securities when due; or (v) at any time following a determination by the Company in its sole discretion that the global securities should be exchanged for definitive ING Perpetual Hybrid Capital Securities in registered form.

(b) Each person having an ownership or other interest in ING Perpetual Hybrid Capital Securities must rely exclusively on the rules and procedures of DTC, Euroclear or Clearstream, as the case may be, or any other securities intermediary through which that person holds its interest to receive or direct the delivery of possession of any definitive security.

(c) Any definitive ING Perpetual Hybrid Capital Securities will be issued in registered form only in denominations of $25.00 and any integral multiples thereof and shall be substantially in the form of the global security included as Exhibit A hereto with such insertions, omissions, substitutions and other variations as appropriate for definitive securities as evidenced by the execution of such securities. To the extent permitted by law, the Company and the Trustee are entitled to treat the person in whose name any definitive security is registered as its absolute owner.

(d) Payments in respect of definitive ING Perpetual Hybrid Capital Securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series. Payments will be made in respect of the ING Perpetual Hybrid Capital Securities by check drawn on a bank in New York or, if the Holder requests, by transfer to the Holder’s account in New York. Definitive securities must be presented to the Paying Agent for redemption.

(e) If the Company issues definitive securities in exchange for global ING Perpetual Hybrid Capital Securities, DTC, as holder of the global ING Perpetual Hybrid Capital Securities, will surrender it against receipt of the definitive securities, cancel the book-entry securities of that series and distribute

the definitive ING Perpetual Hybrid Capital Securities to the person in the amounts that DTC specifies.

(f) If definitive ING Perpetual Hybrid Capital Securities are issued in the limited circumstances as set forth above, such securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of the trustee. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor.

Section 11.02. Ratification Of Subordinated Indenture; Sixth Supplemental Indenture Controls. The Subordinated Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects ratified and confirmed. This Sixth Supplemental Indenture shall be deemed part of the Subordinated Indenture in the manner and to the extent herein and therein provided. The provisions of this Sixth Supplemental Indenture shall supersede the provisions of the Subordinated Indenture to the extent the Subordinated Indenture is inconsistent herewith.

Section 11.03. Trustee Not Responsible For Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the accuracy thereof. The Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture or the ING Perpetual Hybrid Capital Securities. The Trustee shall not be accountable for the use or application by the Company of the ING Perpetual Hybrid Capital Securities or the proceeds thereof.

Section 11.04. Governing Law. This Sixth Supplemental Indenture and each ING Perpetual Hybrid Capital Security shall be governed by and construed in accordance with the laws of the State of New York, except for Article 6, which shall be governed by and construed in accordance with the laws of The Netherlands.

Section 11.05. Severability. If any provision in the Subordinated Indenture, this Sixth Supplemental Indenture or in the ING Perpetual Hybrid Capital Securities is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.06. Counterparts. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any signed copy shall be sufficient proof of this Sixth Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first above written.


	ING GROEP N.V. as Issuer
	By:
		Name:
		Title:



	By:
		Name:
		Title:


	THE BANK OF NEW YORK, as Trustee and Paying Agent
	By:
		Name:
		Title:

EXHIBIT A

FORM OF 6.375% ING Perpetual Hybrid Capital Securities

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THIS GLOBAL SECURITY IS ONLY SUITABLE FOR AND HAS ONLY BEEN CREATED TO BE HELD IN CUSTODY BY THE DEPOSITARY.

The rights of the Holders of the Securities are, to the extent and in the manner set forth in Section 1401 of the Subordinated Indenture and Article 6 of the Sixth Supplemental Indenture, subordinated to Senior Creditors, and this Security is issued subject to the provisions of Article 14 of the Subordinated Indenture and Article 6 of the Sixth Supplemental Indenture, and the Holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are governed by, and shall be construed in accordance with, the laws of The Netherlands.

ING Groep N.V.

6.375% ING Perpetual Hybrid Capital Securities
(the “Securities”)


No.
CUSIP No.: 456837608		$
ISIN No.: US4568376085
COMMON CODE: 030599616

ING Groep N.V., a public limited liability company duly organized and existing under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of [ ] ($[ ]) (but only at such times as set forth in the Indenture with respect to Optional Redemption and Conversion and Redemption Upon Certain Events in Article 3 of the Sixth Supplemental Indenture) and to pay interest thereon from June 13, 2007 or from the most recent Interest Payment Date

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to which interest has been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15 and December 15 in each year, commencing on September 15, 2007, and at such other times as are set forth in the Indenture at the rate of 6.375% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1, June 1, September 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. If interest is required to be calculated for any period less than a year, it will be calculated based on a 360-day year consisting of twelve 30-day months. If any Interest Payment Date would otherwise fall on a day that is not a Business Day, it shall be postponed to the next day which is a Business Day (without any interest or other payment in respect of the delay).

Subject to the immediately following paragraph, if applicable, any Payment on this Security which is payable, and is paid or duly provided for, on any Interest Payment Date or on any date on which the Company makes any Payment (including any payment of Additional Amounts in accordance with Section 1006 of the Subordinated Indenture) shall be paid in U.S. dollars to the registered Holder, including through a Paying Agent by wire-transfer of same-day funds to the Holder or, at the option of the Company, by check mailed to the address of the Holder as it appears in the Company’s Security Register. For so long as this Security is held in global form, all payments shall be made in U.S. dollars by wire-transfer of same-day funds.

The Company shall under certain circumstances, and in accordance with the Indenture, defer payments of interest on this Security. Any interest on this Security which is not paid or duly provided for on any applicable Interest Payment Date, together with any other payments in respect of this Security not paid on any date on which such Payment has become due and payable or would have become due and payable except that payment is not made as permitted by the Indenture, so long as the same remains unpaid, shall constitute “Outstanding Payments.” Outstanding Payments will accumulate until paid. Outstanding Payments on this Security, when paid, as provided subject to the conditions in the Indenture, will be paid on the Deferred Interest Satisfaction Date to the Holder in whose name this Security is registered at the close of business on a Special Record Date for the Payment due on such Deferred Interest Satisfaction Date to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

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Outstanding Payments, other than an Accrued Interest Payment, shall not bear interest. An Accrued Interest Payment will accrue interest at the Fixed Interest Rate. The Additional Interest so accrued in respect of any Accrued Interest Payment will be satisfied as and when any Outstanding Payment is satisfied in accordance herewith except in certain cases in the event of a Winding-Up. The amount of Additional Interest payable with respect to any Accrued Interest Payment will be calculated by the Trustee in accordance with the provisions of the Indenture.

Except in a Winding Up, all payments, other than certain payments required to be made pursuant to any Mandatory Payment Event, or Mandatory Partial Payment Event on the Securities, will be conditional upon no Required Deferral Condition existing at the time of payment. If the Company elects to make any payments of any Required Deferral Interest Payments and Optional Deferral Interest Payments, together with any Additional Interest in respect thereof, such payments will be conditional upon the approval of the Dutch Central Bank (if such approval is required) and that, on the 20th Business Day prior to the Deferred Interest Satisfaction Date: (1) the Company is Solvent; (2) the Company would be Solvent following the payment of the Required Deferral Interest Payments and Optional Deferral Interest Payments and any Additional Interest in respect thereof; and (3) the Required Deferral Interest Payments and Optional Deferral Interest Payments and any Additional Interest in respect thereof shall be funded by the Company with the proceeds of the issuance by the Company of Payment Securities.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


	ING Groep N.V.
	By:
		Name:
		Title:



	By:
		Name:
		Title:

Attest:

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This is one of the Securities of the series designated herein and referred to in the Indenture.

Dated: June 13, 2007


	The Bank of New York, As Trustee
	By:
		Authorized Signatory

A-5

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Subordinated Debt Indenture, dated as of July 18, 2002 (herein called the “ Subordinated Indenture ”), and a Sixth Supplemental Indenture, dated as of June 13, 2007 (herein called the “ Sixth Supplemental Indenture ” and together with the Subordinated Indenture, the “ Indenture ”), between the Company and The Bank of New York, as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Securities and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Senior Creditors and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to all such terms. This Security is one of the series designated on the face hereof and there is no limitation on the amount of Securities of such series which may be issued.

Except in a Winding Up, all payments, other than certain payments required to be made pursuant to any Mandatory Payment Event or any Mandatory Partial Payment Event, on this Security will be conditional upon not triggering the Required Deferral Condition. The “ Required Deferral Condition ” will be met if (i) the Company determines it is not or on the Relevant Date for the Securities after taking into account amounts payable on that date on the ING Perpetual Hybrid Capital Securities will not be Solvent, (ii) a Prudential Supervision Deferral Event has occurred and continues to exist, (iii) a Regulatory Deferral Event has occurred and continues to exist or (iv) the Dutch Central Bank has requested or required the Company not to make any payments on the ING Perpetual Hybrid Capital Securities or not make a Payment on the Relevant Date for the ING Perpetual Hybrid Capital Securities. “ Solvent ” means (i) the Company is able to make payments on its Senior Creditors as such payments become due, and (ii) the Company’s Assets exceed the sum of its Liabilities (excluding Liabilities not considered Senior Creditors). The amount payable in respect of the principal of this Security will be determined in accordance with the provisions of Article 14 of the Subordinated Indenture and Articles 6 and 9 of the Sixth Supplemental Indenture.

The Securities will constitute direct, unsecured subordinated obligations of the Company, subject to the Required Deferral Conditions, and the subordination provisions described herein and in the Indenture, and will rank pari passu without any preference among themselves.

If the Company fails to pay or set aside for payment the amount due to satisfy any Payment on the Securities when due and such failure continues for 14 days, it will constitute a “ Payment Default ” ( provided, however , that a deferral of

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an Interest Payment as permitted under the terms of the Indenture will not constitute a Payment Default). If any Payment Default occurs and is continuing, the Trustee may pursue all legal remedies available to it, including commencing a judicial proceeding for the collection of the sums due and unpaid or a bankruptcy proceeding in The Netherlands (but not elsewhere) of the Company, but the Trustee may not declare the principal amount of any outstanding Securities to be due and payable. If the Company fails to make payment when due, and such failure continues for 14 days, and a Required Deferral Conditions exists at the end of such 14-day period, such failure does not constitute a Payment Default but instead constitutes a “ Payment Event .” On a Payment Event, the Trustee may institute bankruptcy proceedings exclusively in The Netherlands, but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid. To the extent the Trustee is not permitted to pursue the remedies provided for herein as a matter of Dutch law, the Holders of the Securities may pursue such remedies in accordance with the terms of the Subordinated Indenture. Notwithstanding the foregoing, Holders of this Security have the absolute and unconditional right to institute suit for the enforcement of any payment when due and such right may not be impaired without the consent of the Holder as provided in Section 508 of the Subordinated Indenture.

Payments under the Securities will be made without withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge imposed by the government of The Netherlands upon or as a result of such payments, or the government of a jurisdiction in which a successor to the Company is organized (or any political subdivision or taxing authority thereof or therein) (a “ Relevant Jurisdiction ”) (“ Taxes ”), unless required by law. To the extent any such Taxes are so levied or imposed, the Company will, subject to the exceptions and limitations set forth in Section 1006 of the Indenture, pay such additional amounts (“ Additional Amounts ”) to the Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order that the net payment of the principal of and interest on such Security and any other amounts payable on such Security, after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount provided for in such Security to be then due and payable.

Except as provided below, the Securities are not redeemable at the option of the Company prior to June 15, 2012.

The Securities may be redeemed in whole, but not in part, at the option of the Company and without the consent of the Holders or the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Securities, together with any accrued and unpaid interest (including any unpaid Deferred Interest and Additional Interest in respect thereof, if any) to and including the date fixed for redemption, subject to the Required Deferral Conditions: (i) on June 15, 2012, or any Interest Payment Date thereafter; (ii)

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prior to June 15, 2012, upon the occurrence of a Tax Event, provided that the Company has already delivered to the Trustee a written legal opinion in a form satisfactory to the Trustee of independent Dutch counsel of recognized standing, selected by the Company, confirming that a Tax Event has occurred; or (iii) prior to June 15, 2012, upon the occurrence of a Regulatory Deferral Event.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Creditors, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions; (ii) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided; and (iii) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Creditors, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

References herein to principal, interest amounts, Deferred Interest or Mandatory Partial Payments on the Securities shall be deemed also to refer to any Additional Amounts which may be payable under the foregoing provisions.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is

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absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $25.00 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series shall be represented by a Global Security and are not exchangeable for definitive Securities of this series except in specific circumstances set forth in the Indenture.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities.

This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York except for the subordination provisions contained herein and in the Indenture, which shall be governed by and construed in accordance with the laws of The Netherlands.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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