ING GROEP NV (Form: 6-K, Received: 10/02/2018 11:54:03)

UNITED STATES

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 October 2, 2018

Commission File Number 1-14642

ING Groep N.V.

Bijlmerplein 888

1102 MG 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 ☒ Form 40-F ☐

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): ☐

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): ☐

THIS REPORT ON FORM 6-K (EXCEPT FOR THE EXPECTED SECURITIES RATINGS SPECIFIED IN THE UNDERWRITING AGREEMENT IN SCHEDULE 3 OF EXHIBIT 1.1 TO THIS FORM 6-K) SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227391) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report contains the following:


Exhibit No.

1.1		Underwriting Agreement among ING Groep N.V. and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, dated September 25, 2018.

4.1		Second Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated October 2, 2018, in respect of 4.100% Fixed Rate Senior Notes due 2023, 4.550% Fixed Rate Senior Notes due 2028 and Floating Rate Senior Notes due 2023.

4.2		The form of Global Note for the $1,500,000,000 4.100% Fixed Rate Senior Notes due 2023 (incorporated by reference to Exhibit A-1 to Exhibit 4.1 above).

4.3		The form of Global Note for the $1,250,000,000 4.550% Fixed Rate Senior Notes due 2028 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 above).

4.4		The form of Global Note for the $500,000,000 Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit A-3 to Exhibit 4.1 above).

5.1		Opinion of Linklaters LLP as to the validity of the securities (Dutch law).

5.2		Opinion of Sullivan & Cromwell LLP as to the validity of the securities (New York law).

8.1		Opinion of PwC Belastingadviseurs N.V. as to certain matters of Dutch taxation.

8.2		Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation.

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/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra Title: Authorized Signatory

By:		/s/ P.G. van der Linde
		Name: P.G. van der Linde Title: Authorized Signatory

Dated: October 2, 2018

Exhibit 1.1

ING GROEP N.V.

UNDERWRITING AGREEMENT

DATED: SEPTEMBER 25, 2018

TABLE OF CONTENTS


		Page
1.	Representations and Warranties by the Company		3
2.	Sale and Delivery to Underwriters; Closing		9
3.	Covenants of the Company		11
4.	Payment of Expenses		15
5.	Conditions of Underwriters’ Obligations		16
6.	Indemnification		19
7.	Contribution		21
8.	Representations, Warranties and Agreements to Survive Delivery		22
9.	Termination of Agreement		22
10.	Default by one or more of the Underwriters		23
11.	Arm’s Length Relationship; No Fiduciary Duty		24
12.	Notices		24
13.	Parties		24
14.	Governing Law, Submission to Jurisdiction		25
15.	Judgment Currency		25
16.	Effect of Headings		26



Schedule 1	Underwriters	30

Schedule 2	Issuer Free Writing Prospectus	31

Schedule 3	Final Term Sheet ING GROEP N.V.	32

Schedule 4	Underwriter Information	54

Exhibit 1	Form of Opinion of Dutch Counsel to the Company	55

Exhibit 2	Form of Opinion of Office of General Counsel to the Company	56

Exhibit 3	Form of Opinion of U.S. Counsel to the Company	57

Exhibit 4	Form of Disclosure Letter of U.S. Counsel to the Company	58

Exhibit 5	Form of Opinion of Dutch Tax Counsel to the Company	59

ING GROEP N.V.

(a limited liability company with corporate seat

in Amsterdam, The Netherlands)

US$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023

US$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028

US$500,000,000 Floating Rate Senior Notes due 2023

Underwriting Agreement

September 25, 2018

Citigroup Global Markets Inc.

Credit Agricole Securities (USA) Inc.

Goldman Sachs & Co. LLC

ING Financial Markets LLC

Morgan Stanley & Co. LLC

TD Securities (USA) LLC

Wells Fargo Securities, LLC

As representatives (the “ Representatives ”) of the several Underwriters

named in Schedule 1 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 ”), Credit Agricole Securities (USA) Inc. (“ Credit Agricole ”), Goldman Sachs & Co. LLC (“ Goldman Sachs & Co. ”), ING Financial Markets LLC (“ ING Financial ”), Morgan Stanley & Co. LLC (“ Morgan Stanley ”), TD Securities (USA) LLC (“ TD Securities ”), Wells Fargo Securities, LLC (“ Wells Fargo ”) and each of the other Underwriters named in Schedule 1 hereto (collectively, the “ Underwriters ,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom Citigroup, Credit Agricole, Goldman Sachs & Co., ING Financial, Morgan Stanley, TD Securities and Wells Fargo 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 the respective principal amount set forth in Schedule 1 hereto opposite the name of such Underwriter of the Company’s US$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023 (the “ 2023 Notes ”), US$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028 (the “ 2028 Notes ” and, together with the 2023 Notes, the “ Fixed Rate Notes ”) and the US$500,000,000 Floating Rate Senior Notes due 2023 (the “ Floating Rate Notes ” and, together with the Fixed Rate Notes, the “ Securities ”).

The Securities will be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017 (the “ Original Indenture ”) between the Company and The Bank of New York Mellon, London Branch, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Second Supplemental Indenture dated as of the date on which the Closing Time referred to in Section 2(c) hereof occurs (such date, the “ Closing Date ”) (the “ Supplemental Indenture ” and, together with the Original Indenture, the “ Indenture ”).

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 (File No. 333-227391) 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.

“ 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 in Rule 405 under the 1933 Act on Form F-3 (File No. 333-227391) 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 under the 1933 Act 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 4:09 p.m. (New York time) on September 25, 2018, 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 September 25, 2018, together with the final term sheet set out in Schedule 3 hereof (the “ Final Term Sheet ”).

1.	R EPRESENTATIONS AND W ARRANTIES BY THE C OMPANY

The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(c) hereof (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 in Rule 405 under 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 amendment or supplement 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, which information is listed in its entirety in Schedule 4 hereto (the “ Underwriter Information ”).

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 2 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 and at the time the Prospectus was issued, 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 the Underwriter Information.

(e)

Independent Accountants. The independent auditors who certified the financial statements included in the Registration Statement are or were, as applicable, 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)

Audited Consolidated Financial Statements. The most recently publicly available audited annual consolidated financial statements of the Company were prepared in accordance with IFRS in each case consistently applied and they present fairly the consolidated financial condition of the Company as at the date to which they were prepared (the “ relevant date ”) and the consolidated results of the operations of the Company for the financial period ended on the relevant date, and there has been no material adverse change in the consolidated financial condition or results of operations of the Company since the relevant date except as disclosed in the Registration Statement, Time of Sale Prospectus and the Prospectus.

(g)

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 financial condition and consolidated results of operations of the Company and its subsidiaries, taken as a whole (the “ Group ”) (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.

(h)

Corporate Power and Authority . 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.

(i)

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

(j)

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 any 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.

(k)

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 change, which is materially adverse to the general business affairs, management, financial condition, shareholders’ equity or results of operations of the Group 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.

(l)

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 ”).

(m)

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.

(n)

Authorization of Indenture . The Original Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Original Indenture by the Indenture Trustee, the Original Indenture is 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 the Original Indenture is duly qualified under the 1939 Act. The Supplemental Indenture has been duly authorized by the Company and, at the Closing Time, will have been executed and delivered by the Company and, assuming due authorization, execution and delivery of the Supplemental Indenture by the Indenture Trustee, the Supplemental Indenture will at the Closing Time 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 the Bankruptcy Exceptions.

(o)

Authorization of Securities. At the Closing Time 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.

(p)

Share Capital . The Company had, at the date indicated, the duly allotted and issued share capital as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all of the issued share capital of the Company has been duly and validly allotted and issued and is fully paid and non-assessable.

(q)

No Consents, Authorizations, etc. No action is required to be taken and no step is required to be taken or done (including without limitation the obtaining of any consent, approval, authorization, license, order, registration or qualification of or with any court or governmental agency or body or the making of any filing or registration) by the Company to effect the transactions contemplated by this Agreement except for those which have been, or will be on or prior to the Closing Date, obtained and are or will on or prior to the Closing Date, be in full force and effect.

(r)

Fair Summary . The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Description of Debt Securities” in the Basic Prospectus included therein and under the caption “Description of Notes” in the most recent prospectus supplement included therein, insofar as they purport to constitute a summary of the terms of the Securities and the Indenture, and under the captions “Taxation—Material Tax Consequences of Owning Our Debt Securities—Netherlands Taxation” and “Taxation—Material Tax Consequences of Owning Our Debt Securities—U.S. Taxation” in the Basic Prospectus included therein, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects.

(s)

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.

(t)

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.

(u)

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.

(v)

Sanctions . Except as will be disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or in connection with any matter disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Significant Subsidiaries, nor to the knowledge of the Company, any director, executive officer, agent, employee of the Company or any Significant Subsidiary is currently the target of any economic sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”), the U.S. Department of State, the United Nations Security Council or the European Union and Her Majesty’s Treasury (collectively, the “ Sanctions ”). The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person, or in any country, that, at the time of such financing, is the target of any Sanctions (including persons on the Specially Designated Nationals and Blocked Persons list maintained by OFAC) or in any other manner that would, to the Company’s knowledge, result in the violation of Sanctions by any person participating in the offering whether as underwriter, investor, adviser or otherwise. The undertaking made in the second sentence of this Section 1(v) shall not apply if and to the extent that the expression of, or compliance with, or receipt or acceptance of, such undertaking would breach any provision of Council Regulation EC No. 2271/96, as amended from time to time, or breach any applicable implementing legislation.

(w)

Anti-Money Laundering . As at the date hereof, the Company and its subsidiaries have established procedures reasonably designed to ensure compliance in all material respects with the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “ Money Laundering Laws ”) and, except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, no material action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitration involving the Company or any of its subsidiaries with respect to Money Laundering Laws is pending or, to the knowledge of the Company, threatened, except in each case where such action, suit or proceeding would not have a Material Adverse Effect.

(x)

Anti-Bribery and Corruption . Except as disclosed in the Prospectus, neither the Company nor any of its Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its Significant Subsidiaries (in each case other than any Underwriter) has (i) used any corporate fund for any contribution, gifts, entertainment or other expense relating to political activity that is unlawful under the law applicable to such person, except in circumstances where such violation would not constitute a Material Adverse Effect, (ii) made any direct or indirect payment to any foreign or domestic government official or employee from corporate funds that is unlawful under the law applicable to such person, except in circumstances where such violation would not constitute a Material Adverse Effect or (iii) to the extent applicable to it, violated or is in violation, of any applicable anti-bribery or anti-corruption law including but not limited to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, except in each case to the extent such violation would not constitute a Material Adverse Effect.

2.	S ALE AND D ELIVERY TO U NDERWRITERS ; C LOSING

(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)

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 respective purchase price set forth below, the aggregate principal amounts of the 2023 Notes, the 2028 Notes and the Floating Rate Notes set forth in Schedule 1 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 2023 Note to be paid by an Underwriter of the 2023 Notes shall be an amount equal to 99.703% of the aggregate principal amount of such Notes set forth in Schedule 1 hereto opposite the name of such Underwriter plus accrued interest, if any, from October 2, 2018. The purchase price per 2028 Note to be paid by an Underwriter of the 2028 Notes shall be an amount equal to 99.283% of the aggregate principal amount of such Notes set forth in Schedule 1 hereto opposite the name of such Underwriter, plus accrued interest, if any, from October 2, 2018. The purchase price per Floating Rate Note to be paid by an Underwriter of the Floating Rate Notes shall be an amount equal to 99.725% of the aggregate principal amount of such Notes set forth in Schedule 1 hereto opposite the name of such Underwriter, plus accrued interest, if any, from October 2, 2018.

(c)

Payment . Payment of the purchase price for, and delivery of, certificates for the 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 ”).

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.

(d)

Foreign Selling Restrictions . Each Underwriter severally represents and agrees that (A) 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 Financial Services and Markets Act 2000 (the “ FSMA ”)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; (B) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(i)

Japan. Each of the Underwriters understands that the Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “ Securities and Exchange Law ”) and severally represents and agrees 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.

(ii)

EEA. Each underwriter represents, warrants and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the EEA. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(A)

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “ MiFID II ”); or

(B)

a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the “ Insurance Mediation Directive ”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

(iii)

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.

(e)

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 under the 1933 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 3 hereto and that such Free Writing Prospectus substantially in the form set forth in Schedule 3 hereto will be filed by the Company in accordance with Rule 433(d) under the 1933 Act and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.

3.	C OVENANTS OF THE C OMPANY

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) under 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) under 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) under 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 Fitch Ratings Inc. (“ Fitch ”), Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard & Poor’s Global Ratings (“ Standard & Poor’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.

(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.

(p)

Listing on the New York Stock Exchange. The Company shall use all commercially reasonable efforts to list and admit to trading the Securities on the New York Stock Exchange.

4.	P AYMENT OF E XPENSES

(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 Financial Industry Regulatory Authority, Inc. (FINRA) 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. The Underwriters will reimburse the Company for the fees and disbursements referred to under (iv) above.

(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 London LLP, U.S. counsel for the Underwriters.

5.	C ONDITIONS OF U NDERWRITERS ’ O BLIGATIONS

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 Linklaters LLP, 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 1 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 2 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 3 and Exhibit 4 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 London LLP, U.S. 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 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 PricewaterhouseCoopers Belastingadvisseurs N.V., 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 5 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.

(g)

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 results of operations, general business affairs or business prospects of the Group, 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.

(h)

Accountant’s Comfort Letters . At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young Accountants and KPMG Accountants N.V. letters, 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.

(i)

Bring-down Comfort Letters . At the Closing Time the Representatives shall have received from 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 (h) of this Section, except that the specified date referred to shall be a date not more than five days prior to Closing Time.

(j)

Maintenance of Rating . At the Closing Time, the Securities shall be rated at least “Baa1” by Moody’s, “A+” by Fitch and “A-” by Standard & Poor’s, 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.

(k)

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 fulfilment 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.

(l)

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 may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time 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.

6.	I NDEMNIFICATION

(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 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from 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, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.

(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 the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.

(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.

7.	C ONTRIBUTION

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 Securities set forth opposite their respective names in Schedule 1 hereto and not joint.

8.	R EPRESENTATIONS , W ARRANTIES AND A GREEMENTS TO S URVIVE D ELIVERY

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.

9.	T ERMINATION OF A GREEMENT

(a)

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (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 results of operations or general 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 exclusive of any amendment or supplement thereto, (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, or if trading generally on the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, Euronext Amsterdam 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.

10.	D EFAULT BY ONE OR MORE OF THE U NDERWRITERS

If one or more of the Underwriters shall fail at the Closing Time 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 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 a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time 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.

11.	A RM ’ S L ENGTH R ELATIONSHIP ; N O F IDUCIARY D UTY

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.

12.	N OTICES

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 Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, United States of America; Credit Agricole Securities (USA) Inc., 1301 Avenue of the Americas, New York, New York 10019, United States of America; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, United States of America, Attention: Registration Department; ING Financial Markets LLC, 1133 Avenue of the Americas, New York, New York 10036, United States of America; Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, United States of America; TD Securities (USA) LLC, 31 West 52nd Street, 2nd Floor, New York, New York 10019, United States of America, Attention: Transaction Management Group; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, United States of America, Attention: Transaction Management and notices to the Company shall be directed to ING Groep N.V. at Bijlmerplein 888 1102 MG Amsterdam, The Netherlands, Attention: General Counsel, Facsimile No. +31 20 6522199. Any such notice, request, statement or communication shall be effective upon receipt thereof.

13.	P ARTIES

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 or Executive 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.

14.	G OVERNING L AW , S UBMISSION TO J URISDICTION

(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 ING Financial Holdings Corporation, New York, 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 consents 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.

15.	J UDGMENT C URRENCY

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.

16.	E FFECT OF H EADINGS

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/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra
By:		/s/ P.G. van der Linde
		Name: P.G. van der Linde

Confirmed and Accepted

as of the date first above written:

Citigroup Global Markets Inc.

Credit Agricole Securities (USA) Inc.

Goldman Sachs & Co. LLC

ING Financial Markets LLC

Morgan Stanley & Co. LLC

TD Securities (USA) LLC

Wells Fargo Securities, LLC

Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule 1 hereto.


By:		CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Jack D. McSpadden, Jr.
		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

By:		CREDIT AGRICOLE SECURITIES (USA) INC.

By:		/s/ Mike Kendrot
		Name: Mike Kendrot
		Title: Head of DCM Origination, Americas

By:		GOLDMAN SACHS & CO. LLC

By:		/s/ Adam Greene
		Name: Adam Greene
		Title: Managing Director

By:		ING FINANCIAL MARKETS LLC

By:		/s/ Ricardo Zemella
		Name: Ricardo Zemella
		Title: Managing Director

		/s/ Andres Copete
		Name: Andres Copete
		Title: Director

By:		MORGAN STANLEY & CO. LLC

By:		/s/ Yurij Slyz
		Name: Yurij Slyz
		Title: Executive Director


By:		TD SECURITIES (USA) LLC

By:		/s/ Elsa Wang
		Name: Elsa Wang
		Title: Director

By:		WELLS FARGO SECURITIES, LLC

By:		/s/ Carolyn Hurley
		Name: Carolyn Hurley
		Title: Director

Schedule 1

Underwriters


Underwriter	Principal Amount of 2023 Notes		Principal Amount of 2028 Notes		Principal Amount of Floating Rate Notes
Citigroup Global Markets Inc.	$	201,429,000	$	167,857,000	$	67,143,000
Credit Agricole Securities (USA) Inc.	$	201,429,000	$	167,857,000	$	67,143,000
Goldman Sachs & Co. LLC	$	201,429,000	$	167,857,000	$	67,143,000
ING Financial Markets LLC	$	201,429,000	$	167,857,000	$	67,143,000
Morgan Stanley & Co. LLC	$	201,428,000	$	167,857,000	$	67,143,000
TD Securities (USA) LLC	$	201,428,000	$	167,857,000	$	67,143,000
Wells Fargo Securities, LLC	$	201,428,000	$	167,858,000	$	67,142,000
DBS Bank Ltd.	$	22,500,000	$	18,750,000	$	7,500,000
Emirates NBD PJSC	$	22,500,000	$	18,750,000	$	7,500,000
Lloyds Securities Inc.	$	22,500,000	$	18,750,000	$	7,500,000
MUFG Securities Americas Inc.	$	22,500,000	$	18,750,000	$	7,500,000
Total	$	1,500,000,000	$	1,250,000,000	$	500,000,000

Schedule 2

Issuer Free Writing Prospectus

Final Term Sheet dated September 25, 2018 containing the final terms of the Securities

substantially as set forth in Schedule 3 hereto

Schedule 3

Final Term Sheet ING GROEP N.V.

Filed pursuant to Rule 433

Registration Statement File No. 333-227391

Dated September 25, 2018

Filed pursuant to Rule 433

Dated September 25, 2018

Registration Statement No. 333-227391

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated September 25, 2018 and Prospectus dated September 18, 2018)

LOGO

ING Groep N.V.

US$1,500,000,000 4.100% Senior Notes due 2023

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

*Expected Issue Ratings:**		Baa1 / A- / A+ (Moody’s/S&P/Fitch)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Fixed Rate

Principal Amount:		$1,500,000,000

Trade Date:		September 25, 2018

Expected Settlement Date:		October 2, 2018 (T+5)

Maturity Date:		October 2, 2023 (5 years)

Coupon:		4.100%

Interest Payment Dates:		Semi-annually in arrear on April 2 and October 2, commencing on April 2, 2019

Benchmark Treasury:		UST 2.750% due August 31, 2023

Benchmark Treasury Price / Yield:		98-30+ / 2.980%

Spread to Benchmark Treasury:		UST +112.5 bps

Re-Offer Yield:		4.105%

Re-Offer Price:		99.978%

Underwriting Commission:		0.275%

Net Proceeds:		$1,495,545,000

Agreement with Respect to the Exercise of the Dutch Bail-in Power:

Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the notes or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period.

For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).


Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant. Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes. Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.

Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by ING in


		respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, compensation or retention.

Risk Factors:		An investment in the notes involves risks. See “Risk Factors” section beginning on page S-12 of the Preliminary Prospectus Supplement.

Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AK90

CUSIP:		456837AK9

Day Count Fraction:		30 / 360

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States

Business Day Convention:		Following, unadjusted

Expected Listing:		New York Stock Exchange

MiFID II Product Governance / Professional investors and ECPs only target market / Prohibition of Sales to each Retail Investor:		Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

Joint Book-Running Managers:		Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC

Co-Lead Managers:		DBS Bank Ltd., Emirates NBD PJSC, Lloyds Securities Inc. and MUFG Securities Americas Inc.

*	Note: A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.

free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at +1-800-831-9146, Credit Agricole Securities (USA) Inc. at +1-866-807-6030, Goldman Sachs & Co. LLC at +1-866-471-2526, ING Financial Markets LLC at +1-877-446-4930, Morgan Stanley & Co. LLC at +1-866-718-1649, TD Securities (USA) LLC at +1-855-495-9846 or Wells Fargo Securities, LLC at +1-800-645-3751.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.

LOGO

ING Groep N.V.

US$1,250,000,000 4.550% Senior Notes due 2028

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

*Expected Issue Ratings:**		Baa1 / A- / A+ (Moody’s/S&P/Fitch)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Fixed Rate

Principal Amount:		$1,250,000,000

Trade Date:		September 25, 2018

Expected Settlement Date:		October 2, 2018 (T+5)

Maturity Date:		October 2, 2028 (10 years)

Coupon:		4.550%

Interest Payment Dates:		Semi-annually in arrear on April 2 and October 2, commencing on April 2, 2019

Benchmark Treasury:		UST 2.875% due August 15, 2028

Benchmark Treasury Price / Yield:		98-05 / 3.093%

Spread to Benchmark Treasury:		UST +150 bps

Re-Offer Yield:		4.593%

Re-Offer Price:		99.658%

Underwriting Commission:		0.375%

Net Proceeds:		$1,241,037,500

Agreement with Respect to the Exercise of the Dutch Bail-in Power:		Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person, including


		by means of a variation to the terms of the notes or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period. For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).

Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or


		• an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant. Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes. Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.

Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, compensation or retention.



Risk Factors:		An investment in the notes involves risks. See “Risk Factors” section beginning on page S-12 of the Preliminary Prospectus Supplement.

Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AM56

CUSIP:		456837AM5

Day Count Fraction:		30 / 360

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States

Business Day Convention:		Following, unadjusted

Expected Listing:		New York Stock Exchange

MiFID II Product Governance / Professional investors and ECPs only target market / Prohibition of Sales to each Retail Investor:		Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

Joint Book-Running Managers:		Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC

Co-Lead Managers:		DBS Bank Ltd., Emirates NBD PJSC, Lloyds Securities Inc. and MUFG Securities Americas Inc.

*	Note: A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.

ING Groep N.V. 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 ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at +1-800-831-9146, Credit Agricole Securities (USA) Inc. at +1-866-807-6030, Goldman Sachs & Co. LLC at +1-866-471-2526, ING Financial Markets LLC at +1-877-446-4930, Morgan Stanley & Co. LLC at +1-866-718-1649, TD Securities (USA) LLC at +1-855-495-9846 or Wells Fargo Securities, LLC at +1-800-645-3751.

LOGO

ING Groep N.V.

US$500,000,000 Floating Rate Notes due 2023

Pricing Term Sheet



Issuer:		ING Groep N.V. (“ING”)

*Expected Issue Ratings:**		Baa1 / A- / A+ (Moody’s/S&P/Fitch)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Floating Rate

Principal Amount:		$500,000,000

Trade Date:		September 25, 2018

Expected Settlement Date:		October 2, 2018 (T+5)

Maturity Date:		October 2, 2023 (5 years)

Floating Interest Rate:		Three-month LIBOR as determined on September 28, 2018 plus 100 bps for the first interest period and three-month LIBOR as determined on the applicable Interest Determination Date plus 100 bps for any subsequent Interest Period

Interest Payment Dates:		Quarterly in arrear on the 2 ^nd day of each January, April, July and October, commencing on January 2, 2019

Interest Reset Dates:		Quarterly on the 2 ^nd day of each January, April, July and October, commencing on January 2, 2019

Interest Periods:		The period beginning on, and including, an Interest Payment Date (or the Settlement Date, in the case of the initial Interest Period) and ending on, but not including, the next succeeding Interest Payment Date (or the Maturity Date, in the case of the final Interest Period)

Interest Determination Dates:		Save in respect of the first interest period, interest for the Floating Rate Notes will be determined two London banking day prior to each Interest Reset Date

First Interest Determination Date:		September 28, 2018

Calculation Agent:		The Bank of New York Mellon, London Branch, or its successor appointed by the Issuer

Calculation of LIBOR:		LIBOR will be determined by the Calculation Agent in accordance with the provisions set forth in the Preliminary Prospectus Supplement under “Description of Notes –– Description of the Floating Rate Notes.”

LIBOR Discontinuation:

Notwithstanding the provisions described in the Preliminary Prospectus Supplement under “— Description of the Floating Rate Notes”, if a Benchmark Event occurs when any Floating Interest Rate (or any component part thereof) remains to be determined by reference to LIBOR, then the Issuer shall use its reasonable endeavors to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing which an Alternative Rate and, in either case, an Adjustment Spread, if any, and Benchmark Amendments, if any.

If the Issuer, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines:

(1) that there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided below) subsequently be used in place of LIBOR to determine the Floating Interest Rate (or the relevant component part thereof) for all future payments of interest on the Floating Rate Notes; or

(2) that there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided below) subsequently be used in place of LIBOR to determine the Floating Interest Rate (or the relevant component part thereof) for all future payments of interest on the Floating Rate Notes.

If the Issuer determines any Successor Rate or Alternative Rate in accordance with the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement fewer than five (5) Business Days prior to the relevant Interest Determination Date, then the Floating Interest Rate on such Interest Determination Date will be calculated using LIBOR in effect with respect to the immediately preceding Interest Determination Date. For subsequent Interest Periods, the Floating Interest Rate will be calculated using the Successor Rate or Alternative Rate (subject to adjustment as provided below).

If the Issuer, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be


		applied to the Successor Rate or the Alternative Rate (as the case may be). If the Issuer is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

		If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement and the Issuer, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines (i) that amendments to any terms and conditions of the Floating Rate Notes, including the Successor Rate or Alternative Rate, as applicable, or, in each case, the Adjustment Spread, as well as the day count fraction, business day convention, the definitions of Business Day, London banking day, Interest Determination Date, Interest Period or Floating Rate Interest Payment Date, and any related provisions and definitions, are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the “ Benchmark Amendments ”) and (ii) the terms and conditions of such Benchmark Amendments, then the Issuer may, without any requirement for the consent or approval of holders of the Floating Rate Notes, amend the terms and conditions of the Floating Rate Notes to give effect to such Benchmark Amendments with effect from the date specified in a notice given in to the Trustee. Upon receipt of satisfactory documentation, the Trustee and the Calculation Agent shall, at the direction and expense of the Issuer, effect such amendments as may be required in order to give effect to the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement pursuant to a supplemental indenture or an amendment to the Indenture, or amendment to the Calculation Agency Agreement, or issuances and authentication of new global or definitive notes in respect of the Floating Rate Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Floating Rate Notes. No consent of holders of Floating Rate Notes will be solicited or required in connection with effecting the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, including for the execution of any documents, amendments to the Indenture, Calculation Agency Agreement or Floating Rate Notes or other steps by the Issuer, the Trustee, the Calculation Agent or any paying agent (if required).



		The Issuer will, promptly following the determination of any the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, give notice thereof, which shall specify the effective date(s) for such Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, and of any changes to the terms and conditions of the Floating Rate Notes to the Trustee, the Calculation Agent, any paying agent and DTC or the holders of the Floating Rate Notes, as applicable; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination; and provided further that the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, and any other related changes to the Floating Rate Notes, shall be made in accordance with the Capital Regulations applicable to the Group in force at the relevant time. In effecting any consequential amendments to the terms of the Floating Rate Notes as may be directed by the Issuer in accordance with the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement, neither the Trustee nor the Calculation Agent shall be required to effect any amendments that affects its respective own rights, duties or immunities in their respective capacities as Trustee or Calculation Agent under the Indenture, the Calculation Agency Agreement or otherwise.

		By its acquisition of floating rate notes, each holder and beneficial owner of the floating rate notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Issuer’s determination of the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, as contemplated by the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement, and to any amendment or alteration of the terms and conditions of the floating rate notes, including an amendment of the amount of interest due on the floating rate notes, as may be required in order to give effect to the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate, the Alternative Rate the Adjustment Spread or the Benchmark Amendments, as applicable.



		By its acquisition of Floating Rate Notes, each holder and beneficial owner of Floating Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent and any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement or any losses suffered in connection therewith.

		By its acquisition of Floating Rate Notes, each holder and beneficial owner of Floating Rate Notes and each subsequent holder and beneficial owner agrees that neither the Trustee, the Calculation Agent or any paying agent will have any obligation to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, including in the event of any failure by the Issuer to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable.

		An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement will act in good faith as an expert and (in the absence of fraud) shall have no liability whatsoever to the Issuer, the Trustee, the Calculation Agent, any paying agent or the holders of Floating Rate Notes for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement.

		Notwithstanding any other provision of this section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement, the Issuer may decide that no Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, will be adopted if and to the extent that, in the determination of the Issuer, such adoption or amendment could reasonably be expected to result in the exclusion of the Floating Rate Notes (in whole or in part) from the Issuer’s and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to the Issuer and/or the Regulatory Group and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.


		“ Adjustment Spread ” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Issuer, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to holders of Floating Rate Notes as a result of the replacement of LIBOR with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

		(i) in the case of a Successor Rate, is formally recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body;

		(ii) in the case of a Successor Rate, if no such recommendation has been made, or in the case of an Alternative Rate, the Issuer determines, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, is recognized or acknowledged as being the industry standard for over-the-counter derivative transactions which reference LIBOR, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or

		(iii) if the Issuer determines that no such industry standard is recognized or acknowledged, the Issuer, in its discretion, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines to be appropriate.

		“ Alternative Rate ” means an alternative benchmark or screen rate which the Issuer determines in accordance with the section “— LIBOR Discontinuation” in the Preliminary Prospectus Supplement has replaced LIBOR in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for the same interest period and in U.S. dollars.


		“ Benchmark Event ” means:

		(i) LIBOR ceasing be published for a period of at least five (5) Business Days or ceasing to exist;

		(ii) a public statement by the administrator of LIBOR that it will, by a specified date within the following six (6) months, cease LIBOR permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of LIBOR);

		(iii) a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will, by a specified date within the following six (6) months, be permanently or indefinitely discontinued;

		(iv) a public statement by the supervisor of the administrator LIBOR that means LIBOR will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within the following six (6) months; or

		(v) it has become unlawful for any paying agent, Calculation Agent, the Issuer or other party to calculate any payments due to be made to any holder of Floating Rate Notes using LIBOR.

		“Independent Adviser ” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer.

		“ Relevant Nominating Body ” means, in respect of a benchmark or screen rate (as applicable):

		(i) the central bank for the U.S. dollar, or any central bank or other supervisory authority which is responsible for supervising the administrator of LIBOR; or


		(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the U.S. dollar, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of LIBOR, (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
		“ Successor Rate ” means a successor to or replacement of LIBOR which is formally recommended by any Relevant Nominating Body.

Reference Benchmark:		U.S. Dollar three-month LIBOR

Spread to Benchmark:		+100 bps

Re-Offer Price:		100.000%

Underwriting Commission:		0.275%

Net Proceeds:		$498,625,000

Agreement with Respect to the Exercise of the Dutch Bail-in Power:		Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the notes or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period.


		For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).

Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant. Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest,


		subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes. Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.

Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, compensation or retention.

Risk Factors:		An investment in the notes involves risks. See “Risk Factors” section beginning on page S-12 of the Preliminary Prospectus Supplement.

Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AL73

CUSIP:		456837AL7

Day Count Fraction:		Actual / 360

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States


Business Day Convention:		Modified; Following, Adjusted

Expected Listing:		New York Stock Exchange

MiFID II Product Governance / Professional investors and ECPs only target market / Prohibition of Sales to each Retail Investor:		Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

Joint Book-Running Managers:		Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC

Co-Lead Managers:		DBS Bank Ltd., Emirates NBD PJSC, Lloyds Securities Inc. and MUFG Securities Americas Inc.

*	Note: A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.

Schedule 4

Underwriter Information

•

the names of the Underwriters appearing on the front cover page, page S-39 and the back cover page of the Prospectus Supplement;

•

the seventh and eighth paragraphs appearing under the caption “Underwriting” on page S-39 of the Prospectus Supplement;

•

the second and third paragraphs under the caption “Underwriting—Conflict of Interest” on page S-40 of the Prospectus Supplement; and

•

the paragraphs appearing under the caption “Underwriting—Stabilization Transactions and Short Sales” on pages S-40 and S-41 of the Prospectus Supplement.

Exhibit 1

Form of Opinion of Dutch Counsel to the Company

[Linklaters LLP Opinion]

Exhibit 2

Form of Opinion of Office of General Counsel to the Company

[Office of General Counsel Opinion]

Exhibit 3

Form of Opinion of U.S. Counsel to the Company

[Sullivan & Cromwell LLP Opinion]

Exhibit 4

Form of Disclosure Letter of U.S. Counsel to the Company

[Sullivan & Cromwell LLP Disclosure Letter]

Exhibit 5

Form of Opinion of Dutch Tax Counsel to the Company

[PricewaterhouseCoopers Belastingadviseurs N.V. Opinion]

Exhibit 4.1

ING GROEP N.V.,

Issuer

and

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of October 2, 2018

To the Senior Debt Securities Indenture, dated as of March 29, 2017,

Between ING Groep N.V.

and

The Bank of New York Mellon, London Branch, Trustee

$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023

$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028

$500,000,000 Floating Rate Senior Notes due 2023

ING GROEP N.V.

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Indenture, dated as of March 29, 2017, as supplemented by this Second Supplemental Indenture, dated as of October 2, 2018.


Trust Indenture Act Section		Indenture Section
§310	(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.08 6.10
§311	(a)	6.13
	(b)	6.13
§312	(a)	7.01 7.02(a)
	(b)	7.02(b)
	(c)	7.02(c)
§313	(a)	7.03(a)
	(b)	7.03(a)
	(c)	1.06,7.03(a)
	(d)	7.03(b)
§314	(a)	7.04, 10.06
	(b)	Not Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
	(f)	Not Applicable
§315	(a)	6.01, 6.03
	(b)	6.02
	(c)	5.04, 6.01
	(d)(1)	6.01, 6.03
	(d)(2)	6.01, 6.03
	(d)(3)	6.01, 6.03
	(e)	5.14
§316	(a)(1)(A)	5.02, 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(a)(last sentence)	1.01
	(b)	5.08
§317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
§318	(a)	1.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Second Supplemental Indenture or the Base Indenture. Section references are to Base Indenture.

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01	Definitions		1
Section 1.02	Effect of Headings		5
Section 1.03	Separability Clause		5
Section 1.04	Benefits of Instrument		5
Section 1.05	Relation to Base Indenture		5
Section 1.06	Construction and Interpretation		5

ARTICLE II

FORM AND TERMS OF THE SECURITIES; INTEREST AND PAYMENTS

Section 2.01	Establishment of Securities; Form and Certain Terms of Securities		6
Section 2.02	Interest		7
Section 2.03	Determination of Interest Calculation Agent		10

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.01	Effectiveness		10
Section 3.02	Original Issue		10
Section 3.03	Ratification and Integral Part		10
Section 3.04	Priority		10
Section 3.05	Successors and Assigns		11
Section 3.06	Counterparts		11
Section 3.07	Governing Law		11


EXHIBIT A-1	–	Form of 2023 Note
EXHIBIT A-2	–	Form of 2028 Notes
EXHIBIT A-3	–	Form of Floating Rate Note

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S ECOND S UPPLEMENTAL I NDENTURE , dated as of October 2, 2018 (this “ Second Supplemental Indenture ”) between ING G ROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the “ Company ”), having its corporate seat in Amsterdam, The Netherlands, and its principal office at Bijlmerplein 888, 1102 MG Amsterdam, P.O. Box 1800, 100 BV Amsterdam, The Netherlands, and T HE B ANK OF N EW Y ORK M ELLON , L ONDON B RANCH , a New York banking corporation, as Trustee (herein called the “ Trustee ”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the S ENIOR D EBT S ECURITIES I NDENTURE , dated as of March 29, 2017, between the Company and the Trustee, as amended from time to time (the “ Base Indenture ” and, together with this Second Supplemental Indenture, the “ Indenture ”).

R ECITALS OF THE C OMPANY

The Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of Senior Debt Securities in one or more series.

Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Senior Debt Securities to establish the form or terms of Senior Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture.

As contemplated by Section 3.01 of the Base Indenture, the Company intends to issue three new series of Senior Debt Securities to be known as the Company’s “$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023” (the “ 2023 Notes ”), the Company’s “$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028” (the “ 2028 Notes ” and, together with the 2023 Notes, the “Fixed Rate Notes”) and the Company’s “$500,000,000 Floating Rate Senior Notes due 2023” (the “ Floating Rate Notes ” and, together with the Fixed Rate Notes, the “ Securities ”) under the Indenture.

The Company has taken all necessary corporate action to authorize the execution and delivery of this Second Supplemental Indenture.

N OW , THEREFORE , THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH :

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities as follows:

ARTICLE I

D EFINITIONS AND O THER P ROVISIONS OF G ENERAL A PPLICATION

Section 1.01 Definitions . Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Second Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this Second Supplemental Indenture have the following respective meanings with respect to the Securities only:

“ Adjustment Spread ” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Company, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to holders of Floating Rate Notes as a result of the replacement of LIBOR with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i)

in the case of a Successor Rate, is formally recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body;

(ii)

in the case of a Successor Rate, if no such recommendation has been made, or in the case of an Alternative Rate, the Company determines, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, is recognized or acknowledged as being the industry standard for over-the-counter derivative transactions which reference LIBOR, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or

(iii)

if the Company determines that no such industry standard is recognized or acknowledged, the Company, in its discretion, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines to be appropriate.

“ Alternative Rate ” means an alternative benchmark or screen rate which the Company determines in accordance with Section 2.02(c) hereto has replaced LIBOR in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for the same interest period and in U.S. dollars.

“ Base Indenture ” has the meaning set forth in the first paragraph of this Second Supplemental Indenture.

“ Benchmark Amendments ” has the meaning set forth in Section 2.02(c)(v).

“ Benchmark Event ” means:

(i)

LIBOR ceasing be published for a period of at least five (5) Business Days or ceasing to exist;

(ii)

a public statement by the administrator of LIBOR that it will, by a specified date within the following six (6) months, cease LIBOR permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of LIBOR);

(iii)

a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will, by a specified date within the following six (6) months, be permanently or indefinitely discontinued;

(iv)

a public statement by the supervisor of the administrator LIBOR that means LIBOR will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within the following six (6) months; or

(v)

it has become unlawful for any paying agent, Calculation Agent, the Company or other party to calculate any payments due to be made to any holder of Floating Rate Notes using LIBOR.

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“ Business Day ” means any day other than a Saturday or Sunday or a day on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States.

“ Calculation Agent ” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the date hereof.

“ Company ” has the meaning set forth in the first paragraph of this Second Supplemental Indenture, and includes any successor entity.

“ Fixed Rate Interest Payment Date ” has the meaning set forth in Section 2.02(a).

“ Floating Rate Interest Payment Date ” has the meaning set forth in Section 2.02(b).

“ Floating Rate Interest Rate ” has the meaning set forth in Section 2.02(b).

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

“ Independent Advisor ” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Company.

“ Interest Determination Date ” means September 28, 2018 in respect of the first Interest Period and, thereafter, the second London banking day preceding the applicable Interest Reset Date.

“ Initial Floating Rate Interest Rate ” has the meaning set forth in Section 2.02(b).

“ Interest Period ” means the period from and including a Floating Rate Interest Payment Date (or the Issue Date, in the case of the initial Interest Period) to but excluding the next succeeding Floating Rate Interest Payment Date.

“ Interest Reset Date ” means every January 2, April 2, July 2 and October 2 in each year, commencing on January 2, 2019; provided that the Floating Rate Interest Rate in effect from (and including) October 2, 2018 to, but excluding, the first Interest Reset Date will be equal to the Initial Floating Rate Interest Rate. If any Interest Reset Date would fall on a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

“ Issue Date ” has the meaning set forth in Section 2.01.

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will request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by the Company, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean (rounded if necessary to the fourth decimal place with 0.00005 being rounded upwards) of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates (as communicated to the Calculation Agent at its request) at which the reference banks were offered at approximately 11:00 a.m., London time, on such Interest Determination Date deposits in U.S. dollars for the period of three months, commencing on the relevant Interest Rest Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time, by leading banks in the London inter-bank market. If at least two such rates are so provided, LIBOR on such Interest Determination Date will be the arithmetic mean (rounded if necessary to the fourth decimal place with 0.00005 being rounded upwards) of such rates. If fewer than two such rates are provided, then LIBOR on the Interest Determination date will be the offered rate for deposits in U.S. dollars for the period of three months, commencing on the related Interest Payment Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time (or arithmetic mean of such rates, rounded as provided above, if more than one rate is provided), at which, at approximately 11:00 a.m., London time, on such Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Company suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in the London inter-bank market. If LIBOR cannot be determined in accordance with the foregoing provisions of this paragraph, LIBOR on such Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date.

“ Margin ” means 1.000% per annum .

“ Maturity Date ” has the meaning set forth in Section 2.01.

“ Regular Record Date ” means the Business Day immediately preceding each Interest Payment Date (or, if the Securities are issued in the form of definitive Securities, the fifteenth (15 ^th ) Business Day preceding each Interest Payment Date).

“ Relevant Nominating Body ” means, in respect of a benchmark or screen rate (as applicable):

(i)

the central bank for the U.S. dollar, or any central bank or other supervisory authority which is responsible for supervising the administrator of LIBOR; or

(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the U.S. dollar, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of LIBOR, (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.

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“ Reuters Page LIBOR01 ” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying London interbank offered rates of major banks for U.S. dollars.

“ Securities ” has the meaning set forth in the Recitals.

“ Successor Rate ” means a successor to or replacement of LIBOR which is formally recommended by any Relevant Nominating Body.

“ Trustee ” has the meaning set forth in the first paragraph of this Second Supplemental Indenture.

Section 1.02 Effect of Headings . The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 1.03 Separability Clause . In case any provision in this Second Supplemental Indenture shall 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 1.04 Benefits of Instrument . Nothing in this Second Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 1.05 Relation to Base Indenture . This Second Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Securities and any such provisions shall not be deemed to apply to any other Senior Debt Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities.

Section 1.06 Construction and Interpretation . Unless the context otherwise requires:

(i)

the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Second Supplemental Indenture, refer to this Second Supplemental Indenture as a whole and not to any particular provision of this Second Supplemental Indenture;

(ii)

the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(iii)

references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Second Supplemental Indenture;

(iv)

wherever the words “include”, “includes” or “including” are used in this Second Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(v)

references to a Person are also to its successors and permitted assigns;

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(vi)

the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(vii)

references to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

ARTICLE II

F ORM AND T ERMS OF THE S ECURITIES ; I NTEREST AND P AYMENTS

Section 2.01 Establishment of Securities; Form and Certain Terms of Securities .

There are hereby established three new series of Senior Debt Securities under the Base Indenture entitled the “$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023”, the “$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028” and the “$500,000,000 Floating Rate Senior Notes due 2023.” The 2023 Notes, 2028 Notes and Floating Rate Notes shall be executed and delivered in substantially the form attached hereto as Exhibit A-1 , Exhibit A-2 and Exhibit A-3 , respectively. The Securities shall be initially issued in the form of one or more Global Securities. The Company hereby designates DTC as the Depositary for the Securities.

The Company shall issue the 2023 Notes in an aggregate principal amount of $1,500,000,000, the 2028 Notes in an aggregate principal amount of $1,250,000,000 and the Floating Rate Notes in an aggregate principal amount of $500,000,000 on October 2, 2018 (the “ Issue Date ”). The Company may issue additional Securities from time to time after the Issue Date in the manner and to the extent permitted by Section 3.01 of the Base Indenture.

Principal shall be payable on October 2, 2023 in respect of the 2023 Notes, October 2, 2028 in respect of the 2028 Notes and October 2, 2023 in respect of the Floating Rate Notes (each such date a “ Maturity Date ”). The Securities shall not have a sinking fund and are not redeemable at the option of the Holders.

Interest shall be payable on the Securities as provided in Sections 2.02 and 2.03 and Additional Amounts shall be payable in respect of the Securities in accordance with Section 10.04 of the Base Indenture.

The Company hereby appoints the Trustee, acting through its office at One Canada Square, London E14 5AL, to act as Paying Agent for the Securities.

The Securities shall be subject to the Dutch Bail-In Power as provided in Section 12.01 of the Base Indenture.

The Securities constitute the unsecured and unsubordinated obligations of the Company ranking pari passu without any preference among themselves and equally with all of the Company’s other unsecured and unsubordinated obligations from time to time outstanding, save as otherwise provided by law.

The events of default and remedies with respect to the Securities shall be limited as provided in Article 5 of the Base Indenture.

The Securities shall be issued in denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.

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Section 2.02 Interest .

(a) The interest rate on the 2023 Notes shall be 4.100% per annum . The interest rate on the 2028 Notes shall be 4.550% per annum . Interest on the principal amount of each Fixed Rate Notes shall be payable semiannually in arrear on April 2 and October 2 of each year (each, a “ Fixed Rate Interest Payment Date ”), commencing on April 2, 2019, and shall be computed on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, interest shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Fixed Rate Interest Payment Date. If the Maturity Date or date of redemption or repayment is not a Business Day, interest and principal and/or any amount payable upon redemption of the Fixed Rate Notes shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after such Maturity Date or date of redemption or repayment. The first date on which interest may be paid in respect of the Fixed Rate Notes will be April 2, 2019 for the period commencing on (and including) October 2, 2018, and ending on (but excluding) April 2, 2019.

(b) The interest rate on the Floating Rate Notes for the first Interest Period shall be equal to LIBOR, as determined on September 28, 2018, plus the Margin (the “ Initial Floating Rate Interest Rate ”). Thereafter, the interest rate for the Floating Rate Notes shall be LIBOR, as determined on the applicable Interest Determination Date, plus the Margin (the “ Floating Rate Interest Rate ”). The Floating Rate Interest Rate shall be reset quarterly on each Interest Reset Date. Interest on the principal amount of each Floating Rate Note shall be payable quarterly in arrear on January 2, April 2, July 2 and October 2 of each year (each, a “ Floating Rate Interest Payment Date ”), commencing on January 2, 2019, and shall be computed on the basis of the actual number of days in each Interest Period and a year of 360 days. If any Floating Rate Interest Payment Date, other than the Maturity Date, is not a Business Day, the Floating Rate Interest Payment Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Floating Rate Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date or date of redemption or repayment is not a Business Day, interest and principal and/or any amount payable upon redemption of the Floating Rate Notes shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after such Maturity Date or date of redemption or repayment. The first date on which interest may be paid in respect of the Floating Rate Notes will be January 2, 2019 for the period commencing on (and including) October 2, 2018 and ending on (but excluding) January 2, 2019.

(c) Notwithstanding the provisions described under Section 2.02(b) above, if a Benchmark Event occurs when any Floating Rate Interest Rate (or any component part thereof) remains to be determined by reference to LIBOR, then the following provisions shall apply:

(i) the Company shall use its reasonable endeavors to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Company determining a Successor Rate, failing which an Alternative Rate and, in either case, an Adjustment Spread, if any, and Benchmark Amendments, if any;

(ii) if the Company, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines:

that there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided below) subsequently be used in place of LIBOR to determine the Floating Rate Interest Rate (or the relevant component part thereof) for all future payments of interest on the Floating Rate Notes; or

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that there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided below) subsequently be used in place of LIBOR to determine the Floating Rate Interest Rate (or the relevant component part thereof) for all future payments of interest on the Floating Rate Notes;

(iii) if the Company determines any Successor Rate or Alternative Rate in accordance with this section 2.02(c) fewer than five (5) Business Days prior to the relevant Interest Determination Date, then the Floating Rate Interest Rate on such Interest Determination Date will be calculated using LIBOR in effect with respect to the immediately preceding Interest Determination Date. For subsequent Interest Periods, the Floating Rate Interest Rate will be calculated using the Successor Rate or Alternative Rate (subject to adjustment as provided below);

(iv) if the Company, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Company is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread;

(v) if any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Section 2.02(c) and the Company, following consultation with the Independent Adviser, to the extent practicable, and acting in good faith, determines (i) that amendments to any terms and conditions of the Floating Rate Notes, including the Successor Rate or Alternative Rate, as applicable, or, in each case, the Adjustment Spread, as well as the day count fraction, business day convention, the definitions of Business Day, London banking day, Interest Determination Date, Interest Period or Floating Rate Interest Payment Date, and any related provisions and definitions, are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the “ Benchmark Amendments ”) and (ii) the terms and conditions of such Benchmark Amendments, then the Company may, without any requirement for the consent or approval of holders of the Floating Rate Notes, amend the terms and conditions of the Floating Rate Notes to give effect to such Benchmark Amendments with effect from the date specified in a notice given in to the Trustee;

(vi) upon receipt of satisfactory documentation, the Trustee and the Calculation Agent shall, at the direction and expense of the Company, effect such amendments as may be required in order to give effect to this Section 2.02(c) pursuant to a supplemental indenture or an amendment to the Indenture, or amendment to the Calculation Agency Agreement, or issuances and authentication of new global or definitive notes in respect of the Floating Rate Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Floating Rate Notes. No consent of holders of Floating Rate Notes will be solicited or required in connection with effecting the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, including for the execution of any documents, amendments to the Indenture, Calculation Agency Agreement or Floating Rate Notes or other steps by the Company, the Trustee, the Calculation Agent or any paying agent (if required); and

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(vii) the Company will, promptly following the determination of any the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, give notice thereof, which shall specify the effective date(s) for such Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, and of any changes to the terms and conditions of the Floating Rate Notes to the Trustee, the Calculation Agent, any paying agent and DTC or the holders of the Floating Rate Notes, as applicable; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination; and provided further that the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, and any other related changes to the Floating Rate Notes, shall be made in accordance with the Capital Regulations applicable to the Group in force at the relevant time. In effecting any consequential amendments to the terms of the Floating Rate Notes as may be directed by the Company in accordance with this Section 2.02(c), neither the Trustee nor the Calculation Agent shall be required to effect any amendments that affects its respective own rights, duties or immunities in their respective capacities as Trustee or Calculation Agent under the Indenture, the Calculation Agency Agreement or otherwise.

By its acquisition of Floating Rate Notes, each holder and beneficial owner of the Floating Rate Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Company’s determination of the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, as contemplated by this Section 2.02(c), and to any amendment or alteration of the terms and conditions of the Floating Rate Notes, including an amendment of the amount of interest due on the Floating Rate Notes, as may be required in order to give effect to this Section 2.02(c). The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate, the Alternative Rate the Adjustment Spread or the Benchmark Amendments, as applicable.

By its acquisition of Floating Rate Notes, each holder and beneficial owner of Floating Rate Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent and any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this Section 2.02(c) or any losses suffered in connection therewith.

By its acquisition of Floating Rate Notes, each holder and beneficial owner of Floating Rate Notes and each subsequent holder and beneficial owner agrees that neither the Trustee, the Calculation Agent or any paying agent will have any obligation to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, including in the event of any failure by the Company to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable.

An Independent Adviser appointed pursuant to this Section 2.02(c) will act in good faith as an expert and (in the absence of fraud) shall have no liability whatsoever to the Company, the Trustee, the Calculation Agent, any paying agent or the holders of Floating Rate Notes for any determination made by it or for any advice given to the Company in connection with any determination made by the Company pursuant to this Section 2.02(c).

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Notwithstanding any other provision of this Section 2.02(c), the Company may decide that no Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, will be adopted if and to the extent that, in the determination of the Company, such adoption or amendment could reasonably be expected to result in the exclusion of the Floating Rate Notes (in whole or in part) from the Company’s and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to the Company and/or the Regulatory Group and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.

Section 2.03 Determination of Calculation Agent . All determinations and calculations made by the Calculation Agent shall be conclusive and binding on the Holders of the Securities, the Company and the Trustee, absent manifest error.

ARTICLE III

M ISCELLANEOUS P ROVISIONS

Section 3.01 Effectiveness . This Second Supplemental Indenture shall become effective upon its execution and delivery.

Section 3.02 Original Issue . The Securities may, upon execution of this Second Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Securities as in such Company Order provided.

Section 3.03 Ratification and Integral Part . The Base Indenture as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Second Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 3.04 Priority . This Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Second Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

Section 3.05 Successors and Assigns . All covenants and agreements in the Base Indenture, as supplemented by this Second Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

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Section 3.06 Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 3.07 Governing Law . This Second Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions in the Securities, which are governed by, and construed in accordance with, Dutch law.

ARTICLE IV

D UTCH B AIL - IN P OWER

Section 4.01 Agreement with Respect to Exercise of Dutch Bail-in Power.

(a) Notwithstanding any other agreements, arrangements or understandings between the Company and any Holder or Beneficial Owner of the Securities, by acquiring any Securities, each Holder and Beneficial Owner of Securities or any interest therein acknowledges, accepts, agrees to be bound by and consents to the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority that may result in the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Securities or any expropriation of the Securities, in each case to give effect to the exercise by the Relevant Resolution Authority of such Dutch Bail-In Power (whether at the point of non-viability or as taken together with a resolution action). Each Holder and Beneficial Owner of Securities or any interest therein further acknowledges and agrees that the rights of Holders and Beneficial Owners of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. In addition, by acquiring any Securities, each Holder and Beneficial Owner of Securities or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the Relevant Resolution Authority of any power to suspend any payment in respect of the Securities for a temporary period.

(b) By its acquisition of the Securities, each Holder and Beneficial Owner:

(i) acknowledges and agrees that no exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities shall give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

(ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities;

(iii) acknowledges and agrees that, upon the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority, (a) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.15 of the Base Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. If Holders or Beneficial Owners of the Securities have given a

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direction to the Trustee pursuant to Section 5.15 of the Base Indenture prior to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, such direction shall cease to be of further effect upon such exercise of any Dutch Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Base Indenture; and

(iv) (i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee.

(c) No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of The Netherlands and the European Union applicable to the Company.

(d) Upon the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities, the Company shall provide a written notice of such event to DTC (if the Securities are then held by DTC in the form of Global Securities) for the purposes of notifying Holders of Securities of such occurrence, including the amount of any cancellation of all, or a portion, of the principal amount of, or interest on, the Securities, with a copy to the Trustee for information purposes, as soon as practicable regarding such exercise of the Dutch Bail-In Power. Failure to provide such notices will not have any impact on the effectiveness of, or otherwise invalidate, any such exercise of the Dutch Bail-In Power.

(e) The Company’s obligations to indemnify and reimburse the Trustee in accordance with Section 6.07 of the Base Indenture hereof shall survive any exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities, but shall be subject to Section 12.02 of the Base Indenture.

(a) The exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities shall not constitute an Event of Default or a Default.

(f) Each Holder and Beneficial Owner that acquires its Securities or any interest therein other than upon the initial issuance of the Securities shall be deemed to acknowledge and agree to be bound by and consent to the same provisions set forth in this Second Supplemental Indenture and any amendment thereof to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the provisions contained in Article 5 of the Base Indenture and this Section 4.01.

-12-

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


ING G ROEP N.V.

By:		/s/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra

By:		/s/ P.G. van der Linde
		Name: P.G. van der Linde

T HE B ANK OF N EW Y ORK M ELLON , L ONDON B RANCH , AS T RUSTEE

By:		/s/ Thomas Vanson
		Name: Thomas Vanson
		Title: Authorized Signatory

Signature Page to the Second Supplemental Indenture

Exhibit A-1

Form of Security

[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.

BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY.]

ING GROEP N.V.

4.100% Fixed Rate Senior Notes due 2023


No. [ ]		$500,000,000

CUSIP NO. 456837AK9

ISIN NO. US456837AK90

ING GROEP N.V., a holding company duly organized and existing under the laws of 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 , or registered assigns, the principal sum of $ ( Dollars), on October 2, 2023, and to pay interest thereon from April 2, 2019 or the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrear on April 2 and October 2 in each year (each, an “ Interest Payment Date ”), commencing on April 2, 2019 at the rate of 4.100% per annum, until the principal hereof is paid or made available for payment. Interest shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each.

The interest so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the 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 Business Day immediately preceding each Interest Payment Date (whether or not a Business Day).

Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If any payment of principal of or interest on this Security is scheduled to be made on a day that is not a Business Day, payment may be made on the following day without adjustment.

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions referred to herein and in Section 5.06(c) of the Base Indenture, which are governed by, and construed in accordance with, Dutch law.

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.

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE NETHERLANDS.

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

A-2

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


Date:	ING GROEP N.V.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Trustee’s Certificate of Authentication

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


Date:	THE BANK OF NEW YORK MELLON,
	LONDON BRANCH
	As Trustee

	By:
		Authorized Signatory

A-3

(Reverse of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the “ Securities ” and each, a “ Security ”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of March 29, 2017 (herein called the “ Base Indenture ”), between the Company and The Bank of New York Mellon, London Branch, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Base Indenture), as supplemented by the Second Supplemental Indenture, dated as of October 2, 2018 (the “ Second Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security.

This Security is one of the series designated on the face hereof, limited to a principal amount of $1,500,000,000, which amount may be increased at the option of the Company without the consent of the Holders of the Securities of this Series. References herein to “ this series ” mean the series designated on the face hereof.

This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.

Subject to applicable law, neither any Holder nor Beneficial Owner of this Security may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company in respect of or arising under, or in connection with, this Security or the Indenture and each Holder and Beneficial Owner of this Security, by virtue of its holding of this Security shall be deemed to have waived all such rights of set-off, compensation or retention. If, notwithstanding the foregoing, any amounts due and payable to any Holder or Beneficial Owner of this Security by the Company in respect of, or arising under, this Security or the Indenture are discharged by set-off, such Holder or Beneficial Owner shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust or otherwise for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of this Security, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off.

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 then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then 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 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.

As provided in and subject to the provisions of the Indenture, if an Event of Default (as defined below) occurs, the outstanding principal amount of this Security, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Holder of this Security; provided that the Holder’s right to receive payment upon acceleration of the outstanding principal amount of this Security shall be subject to the Company’s obtaining the permission of the Relevant Resolution Authority and/or Competent Authority, as appropriate, as set forth in Section 11.09 of the Base Indenture, provided that at the relevant time and in the relevant circumstances such permission is required. For the avoidance of doubt, no failure by the Company to pay any interest when due or to comply with any other term, obligation or condition binding upon the Company under this Security or the Indenture shall entitle the Holder to accelerate the principal amount of this Security.

“ Event of Default ,” means (a) the Company is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which the Company may be organized), or (b) an order is made or an effective resolution is passed for the winding-up or liquidation of the Company, unless such order is made or such resolution is passed in relation to a merger, consolidation or similar transaction (i) that is permitted pursuant to Section 8.01 of the Base Indenture or (ii) with respect to which Holders of the Securities have, pursuant to Section 10.07 of the Base Indenture, waived the requirement of the Company to comply with Section 8.01 of the Base Indenture in connection with such merger, consolidation or other transaction. For the avoidance of doubt, any exercise of the Dutch Bail-In Power by the Relevant Resolution Authority shall not be an Event of Default.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity.

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security.

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 this Security is 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. 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.

This Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.

A-2

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.

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

By acquiring the Securities, the Holder and each Beneficial Owner of this Security, or any interest therein, acknowledges and agrees with and for the benefit of the Company and the Trustee as follows:

(i)

Dutch Bail-In Power . Such Holder and Beneficial Owner:

(a)

notwithstanding any other agreements, arrangements or understandings between the Company and such Holder or Beneficial Owner of the Securities, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein acknowledges, accepts, agrees to be bound by and consents to the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority that may result in the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Securities or any expropriation of the Securities, in each case to give effect to the exercise by the Relevant Resolution Authority of such Dutch Bail-In Power (whether at the point of non-viability or as taken together with a resolution action). Such Holder and Beneficial Owner of Securities or any interest therein further acknowledges and agrees that the rights of Holders and Beneficial Owners of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. In addition, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the Relevant Resolution Authority of any power to suspend any payment in respect of the Securities for a temporary period;

(b)

acknowledges and agrees that no exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities shall give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

A-3

(c)

to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities;

(d)

acknowledges and agrees that, upon the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority, (a) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.15 of the Base Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. If Holders or Beneficial Owners of the Securities have given a direction to the Trustee pursuant to Section 5.15 of the Base Indenture hereof prior to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, such direction shall cease to be of further effect upon such exercise of any Dutch Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Second Supplemental Indenture; and

(e)

(i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee.

(ii)

Subsequent Investors’ Agreement . Holders or Beneficial Owners of Securities that acquire them in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders or Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the Dutch Bail-in Power and the limitations on remedies specified in the Base Indenture.

(iii)

Waiver of Claims . Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and this Security and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities.

A-4

(iv)

Successors and Assigns . All authority conferred or agreed to be conferred by the Holder or Beneficial Owner of this Security shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder or Beneficial Owner.

A-5

Exhibit A-2

Form of Security

ING GROEP N.V.

4.550% Fixed Rate Senior Notes due 2028

No. [ ] $[250,000,000][500,000,000]

CUSIP NO. 456837AM5

ISIN NO. US456837AM56

ING GROEP N.V., a holding company duly organized and existing under the laws of 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 , or registered assigns, the principal sum of $ ( Dollars), on October 2, 2028, and to pay interest thereon from April 2, 2019 or the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrear on April 2 and October 2 in each year (each, an “ Interest Payment Date ”), commencing on April 2, 2019 at the rate of 4.550% per annum, until the principal hereof is paid or made available for payment. Interest shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each.

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE NETHERLANDS.

A-2

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


Date:	ING GROEP N.V.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Trustee’s Certificate of Authentication

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


Date:	THE BANK OF NEW YORK MELLON, LONDON BRANCH As Trustee

	By:
		Authorized Signatory

A-3

(Reverse of Security)

This Security is one of the series designated on the face hereof, limited to a principal amount of $1,250,000,000, which amount may be increased at the option of the Company without the consent of the Holders of the Securities of this Series. References herein to “ this series ” mean the series designated on the face hereof.

This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.

A-2

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

(i)

Dutch Bail-In Power . Such Holder and Beneficial Owner:

(a)

(b)

A-3

(c)

(d)

(e)

(ii)

(iii)

A-4

(iv)

A-5

Exhibit A-3

Form of Security

ING GROEP N.V.

Floating Rate Senior Notes due 2023

No. [ ]

$500,000,000

CUSIP NO. 456837AL7

ISIN NO. US456837AL73

ING GROEP N.V., a holding company duly organized and existing under the laws of 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 , or registered assigns, the principal sum of $ ( Dollars), on October 2, 2023, and to pay interest thereon from January 2, 2019 or the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrear on January 2, April 2, July 2 and October 2 of each year (each, an “Interest Payment Date”), commencing on January 2, 2019 until the principal hereof is paid or made available for payment. Interest shall be calculated on the basis of the actual number of days in each Interest Period and a year of 360 days.

The interest rate on the Securities for the first Interest Period (as defined on the reverse of this Security) will be LIBOR (as defined on the reverse of this Security), as determined September 28, 2018, plus 1.000% per annum. Thereafter, the interest rate on the Securities for any Interest Period will be LIBOR, as determined on the applicable Interest Determination Date (as defined on the reverse of this Security), plus 1.000% per annum. The interest rate on the Securities will be reset quarterly on each Interest Reset Date (as defined on the reverse of this Security).

If a Benchmark Event (as defined on the reverse of this Security) occurs when any interest rate on the Securities (or any component part thereof) remains to be determined by reference to LIBOR, then the provisions of Section 2.02(c) of the Second Supplemental Indenture shall apply.

The interest so payable and paid or duly provided for, on any Interest Payment Date will, as provided in the 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 Business Day immediately preceding each Interest Payment Date (whether or not a Business Day).

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE NETHERLANDS.

A-2

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


Date:	ING GROEP N.V.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Trustee’s Certificate of Authentication

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


Date:	THE BANK OF NEW YORK MELLON, LONDON BRANCH As Trustee

	By:
		Authorized Signatory

A-3

(Reverse of Security)

This Security is one of the series designated on the face hereof, limited to a principal amount of $500,000,000, which amount may be increased at the option of the Company without the consent of the Holders of the Securities of this Series. References herein to “ this series ” mean the series designated on the face hereof.

The rate at which interest shall accrue on the unpaid principal amount of this Security for each Interest Period shall be LIBOR on the Interest Determination Date plus 1.000% (the “ Interest Rate ”). The Interest Rate will be reset quarterly on each Interest Reset Date.

“ Benchmark Event ” means:

(i)

LIBOR ceasing be published for a period of at least five (5) Business Days or ceasing to exist;

(ii)

(iii)

a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will, by a specified date within the following six (6) months, be permanently or indefinitely discontinued;

(iv)

(v)

it has become unlawful for any paying agent, Calculation Agent, the Company or other party to calculate any payments due to be made to any holder of the Securities using LIBOR.

“ Interest Determination Date ” means September 28, 2018 in respect of the first Interest Period and, thereafter, the second London banking day preceding the applicable Interest Reset Date.

“ Interest Period ” means the period from and including an Interest Payment Date (or October 2, 2018, in the case of the initial Interest Period) to but excluding the next succeeding Interest Payment Date.

“ Interest Reset Date ” means every January 2, April 2, July 2, October 2 in each year, commencing on January 2, 2019; provided that the Interest Rate in effect from (and including) October 2, 2018 to, but excluding, the first Interest Reset Date will be equal to the initial Interest Rate. If any Interest Reset Date would fall on a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

“ LIBOR ” means the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on such Interest Determination Date. If no such rate appears, then LIBOR, in respect of the relevant Interest Determination Date, will be determined in accordance with the following provisions. With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by the Company, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean (rounded if necessary to the fourth decimal place with 0.00005 being rounded upwards) of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates (as communicated to the Calculation Agent at its request) at which the reference banks were offered at approximately 11:00 a.m., London time, on such Interest Determination Date deposits in U.S. dollars for the period of three months, commencing on the relevant Interest Rest Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time, by leading banks in the London inter-bank market. If at least two such rates are so provided, LIBOR on such Interest Determination Date will be the arithmetic mean (rounded if necessary to the fourth decimal place with 0.00005 being rounded upwards) of such rates. If fewer than two such rates are provided, then LIBOR on the Interest Determination date will be the offered rate for deposits in U.S. dollars for the period of three months, commencing on the related Interest Payment Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time (or arithmetic mean of such rates, rounded as provided above, if more than one rate is provided), at which, at approximately 11:00 a.m., London time, on such Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Company suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in the London inter-bank market. If LIBOR cannot be determined in accordance with the foregoing provisions of this paragraph, LIBOR on such Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date.

A-2

This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.

A-3

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

(i)

Dutch Bail-In Power . Such Holder and Beneficial Owner:

A-4

(a)

(b)

(c)

(d)

A-5

(e)

consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee.

(ii)

(iii)

Waiver of Claims . Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and this Security waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities.

(iv)

A-6

Exhibit 5.1

Linklaters LLP

World Trade Centre Amsterdam

Zuidplein 180

1077 XV Amsterdam

Telephone (31 20) 799 6200

Facsimile (31 20) 799 6300

To the underwriters named in the

Underwriting Agreement (as defined in the Schedule)

(collectively, the “ Underwriters ”)

c/o Goldman, Sachs & Co. LLC

200 West Street

New York, New York 10282
United States

And to:

The Bank of New York Mellon

London Branch

One Canada Square

London E14 5AL

United Kingdom

(the “ Trustee ”)


				2 October 2018

Dear Sirs

ING Groep N.V. (the “Company”) – U.S.$ 1,500,000,000 4.100% Fixed Rate Senior Notes due 2023, U.S.$ 1,250,000,000 4.550% Fixed Rate Senior Notes due 2028 and U.S.$ 500,000,000 Floating Rate Senior Notes due 2023 (collectively, the “Notes”)

We have acted as Dutch legal advisers to the Company in connection with the offering (the “ Offering ”) by the Company of the Notes. We have taken instructions solely from the Company. We have not advised the Underwriters or the Trustee on the content of, or their specific position or rights in relation to, the Notes or the Agreements or assisted them in any way in relation to the negotiation of the same or in relation to any transaction for which the Agreements may be relevant and, in that respect, we owe them no duty of care or other legal responsibility.

This opinion is limited to Dutch law as applied by the Dutch courts and published in print and in effect on the date of this opinion, excluding tax law, the laws of the European Union (insofar as not implemented or incorporated in Dutch law), market abuse and competition (including state aid) and procurement laws. This opinion is given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Dutch law after the date of this opinion. It is given in accordance with customary Dutch legal practice and on the basis that it and all matters relating to it will be governed by and construed in accordance with Dutch law. In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The Dutch concepts concerned may not be identical to the concepts described by the English terms as they may exist or be interpreted under the laws of jurisdictions other than the Netherlands.

For the purpose of this opinion we have examined the documents listed and, where appropriate, defined (together with certain other terms used herein) in the Schedule to this letter. Our examination has been limited to the text of the documents. In addition we have obtained the following confirmations given by telephone or otherwise on the date of this opinion:

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. Linklaters LLP is also registered with the Dutch Trade Register of the Chamber of Commerce under number 34367130.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

3.1

Confirmation from the Chamber of Commerce that the Trade Register Extract is up to date in all respects material for this opinion.

3.2

Confirmation from the insolvency office ( afdeling insolventie ) of the competent court in Amsterdam and the central insolvency register ( centraal insolventieregister ) that the Company is not registered as having been declared bankrupt ( failliet verklaard ) or granted suspension of payments ( surseance verleend ).

4	We have assumed the following:

4.1

All copy documents conform to the originals and all originals are genuine and complete.

4.2

Each signature is the genuine signature of the individual concerned.

4.3

All documents were at their date, and have through the date hereof remained, accurate, complete and in full force and effect without modification, and have been or will have been executed in the same form as examined by us for the purposes of this opinion and, in the case of the Notes, authenticated, effectuated (where required), issued, accepted and paid for in compliance with the Agreements. All confirmations referred to in paragraph 3 are true.

4.4

The Company has not (i) had its assets placed under administration ( onder bewind gesteld ), (ii) been dissolved ( ontbonden ), merged ( gefuseerd ) or split up ( gesplitst ), or (iii) been subjected to emergency measures ( noodregeling ) or any prevention, intervention and resolution measure or any recovery or resolution tool, power, action or other measure or proceeding however described under Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions or Regulation (EU) No. 806/2014 (the Single Resolution Mechanism Regulation) or been the subject of any event ( gebeurtenis ) (including preparation of a transfer plan), in each case under the Financial Supervision Act ( Wet op het financieel toezicht ) or applicable European regulation (collectively, “ Measures ”) or any one of the reorganisation measures or winding-up proceedings meant in Directive 2001/24/EC of 4 April 2001 on the Reorganisation and Winding Up of Credit Institutions or any one of the insolvency and winding-up proceedings listed in Annex A to Regulation (EU) 2015/848 on insolvency proceedings (recast) (“ Insolvency Proceedings ”, including, inter alia , bankruptcy ( faillissement )).

4.5

The entry into and performance of the Agreements and the transactions contemplated thereby, including the issue of Notes, are conducive to the corporate objects and in the interest of the Company.

4.6

Minutes or extracts therefrom referred to in the Schedule are a true record of proceedings in duly convened, constituted and quorate meetings described therein and the resolutions set out in those minutes have been validly passed, all resolutions comply with the requirements of reasonableness and fairness ( redelijkheid en billijkheid ) under Dutch law, and any conditions and limitations contained therein have been or will have been complied with, including that the issue and listing of the Notes falls within the resolution of the executive board of the Company as described in the EB Extract and the limits described therein and within the resolution of the supervisory board of the Company as described in the SB Extract and the limits described therein.

Page 2 of 9

4.7

No advice is required from any works council under the Works Councils Act ( Wet op de ondernemingsraden ) in connection with the Company’s entry into and performance of the Agreements and issue and performance of the Notes.

4.8

The Agreements have been, and any powers of attorney and the Notes have been or will have been, signed on behalf of the Company by such number of members of its management board as required under its articles of association in office at the time of signing or, in the case of the Agreements, by a person or persons duly authorised to do so under a valid power of attorney, if in facsimile with the approval of the signatory.

4.9

No member of the Company’s management board or supervisory board has a conflict of interest ( tegenstrijdig belang ) with respect to the Agreements (or the transactions contemplated thereby) or the issue of the Notes.

4.10

All documents and their entry into and performance are within the capacity and powers (corporate and otherwise) of, and have been or will have been validly authorised, entered into and duly performed by, each party thereto other than the Company.

4.11

All documents (including the Notes), including any governing law and submission to jurisdiction provisions contained therein, are valid, binding and enforceable on each party (including the Company) under the law to which they are expressed to be subject where that is not Dutch law, and under any applicable law other than Dutch law. Words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by Dutch law.

4.12

Insofar as any obligation of the Company under the Agreements or the Notes falls to be performed in, or is otherwise affected by the laws of, any jurisdiction other than the Netherlands, its performance would not be illegal or ineffective under the laws of that jurisdiction.

4.13

There are no provisions of any law, other than Dutch law, which may apply to the Notes or the Agreements (or the transactions contemplated thereby) or to any power of attorney issued by the Company, which would affect this opinion.

4.14

The Notes have individual denominations of at least €100,000 (or its foreign currency equivalent) and any discount offered to any investors in the Netherlands is in line with market practice and prevailing market conditions.

4.15

The selling restrictions set out in the Prospectus Supplement and the Underwriting Agreement have been and will be complied with, and the Notes are and have only been offered and sold:

4.15.1

in the Netherlands to qualified investors ( gekwalificeerde beleggers ) within the meaning of section 1:1 of the Financial Supervision Act; and

4.15.2

outside the Netherlands in a manner which is in compliance with all applicable laws, rules and regulations.

4.16

The Notes will not be admitted to trading on a regulated market within the meaning of the Prospectus Directive and implementing legislation.

4.17

The Company’s assets are not intended for public use ( de openbare dienst ).

4.18

The Company does not and will not come to qualify as a bank within the meaning of the Financial Supervision Act or credit institution as defined in Council Regulation (EU) No 575/2013 (the Capital Requirements Regulation or “ CRR ”).

Page 3 of 9

4.19

All applicable provisions of the Financial Supervision Act and any related regulations implementing product governance obligations pursuant to Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593 have been, and will be, complied with in relation to any Notes.

5	In our opinion:

5.1

The Company has been incorporated and is existing as a limited liability company ( naamloze vennootschap ) under Dutch law.

5.2

The Company has the corporate power to enter into and perform the Agreements and to issue and perform the Notes.

5.3

The Company has taken all necessary corporate action to authorise its entry into and performance of the Agreements and issue and performance of the Notes.

5.4

The Company has validly signed the Agreements. When signed on behalf of the Company as set out in paragraph 4.8, the Notes will have been validly signed by the Company.

5.5

Under Dutch law no consents, approvals or authorisations from governmental and regulatory agencies in the Netherlands are required of the Company for its entry into and performance of the Agreements and its issue and performance of the Notes.

5.6

Under Dutch law there are no registration, filing or similar formalities required of the Company to ensure the validity, binding effect and enforceability against it of the Agreements and the Notes.

5.7

The entry into and performance of the Agreements and the issue and performance of the Notes by the Company does not violate Dutch law or its articles of association.

5.8

Under Dutch law and in accordance with and subject to Regulation (EC) No 593/2008 on the law applicable to contractual obligations (the “ Rome I Regulation ”), the choice of New York law as the governing law of the Agreements and the Notes (with the exception of Section 5.06(c) of the Indenture, the “ Dutch Law Provision ”) is recognised as a valid choice of law, and accordingly New York law governs the validity, binding effect and enforceability of the Agreements and the Notes (with the exception of the Dutch Law Provision) against the Company.

5.9

Under Dutch law and in accordance with and subject to the Rome I Regulation, the choice of Dutch law as the governing law of the Dutch Law Provision is recognised as a valid choice of law, and under Dutch law the Dutch Law Provision is valid, binding and enforceable.

5.10

As far as Dutch law is concerned, the submission by the Company in the Agreements and the Notes to the jurisdiction of the courts of the State of New York is valid and binding on the Company. This submission does not preclude that claims for provisional measures in summary proceedings may be brought before a competent Dutch court.

5.11

Under Dutch law, the Company is not entitled to immunity from legal proceedings nor are its assets immune from execution.

5.12

Under Dutch law the Company can sue and be sued in its own name.

5.13

Under Dutch law there is no requirement that The Bank of New York Mellon, London Branch, acting in its capacity as trustee under the Indenture, be licensed, qualified or otherwise entitled to carry on business in the Netherlands for its entry into or enforcement of the Indenture.

Page 4 of 9

5.14

No authorisation, approval, consent or license from any governmental authority or agency of or in the Netherlands is required for the payment by the Company of any amounts under the Notes, except for notifications with the Dutch Central Bank ( De Nederlandsche Bank N.V. ) as may be required pursuant to the Act on Financial Relations with Foreign Countries 1994 ( Wet financiële betrekkingen buitenland 1994 ).

6	This opinion is subject to any matters not disclosed to us and to the following qualifications:

6.1

The term “ enforceable ” as used above, or any other reference by whatever term to enforcement, means that the obligations assumed by the relevant party under the relevant document are of a type which the Dutch courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. We do not express any opinion as to whether specific performance or injunctive relief would be available.

6.2

This opinion is limited by, and therefore we do not express any opinion or statement as to the consequences of, any Insolvency Proceeding, Measure, resolution, insolvency, liquidation ( ontbinding en vereffening ), reorganisation, fraudulent conveyance ( Actio Pauliana ) and other laws relating to or affecting the rights of creditors (including statutory preferences) and any sanctions and measures implemented or effective in the Netherlands under the Sanctions Act 1977 ( Sanctiewet 1977 ) or European Union regulations or otherwise by international sanctions.

6.3

Under Dutch law, a power of attorney does not preclude the principal from performing the legal acts covered by the power of attorney and can be made irrevocable only insofar as it is granted for the purpose of performing a legal act in the interest of the attorney or a third party and subject to any amendments made or limitations imposed by the court on serious grounds ( gewichtige redenen ). Each power of attorney ( volmacht ) or mandate ( lastgeving ), whether or not irrevocable, granted by a company, will terminate by force of law and without notice, upon bankruptcy of the company or the death of or termination by the attorney or the attorney being placed under guardianship or the attorney being disqualified as a director of the company, and will cease to have effect upon the company having been granted a suspension of payments or subjected to Measures. This qualification would also apply to the extent that the appointment of a process agent or other agent were to be deemed to constitute a power of attorney or a mandate.

6.4

If a facsimile signature is used for the Notes, each signatory should consent to such use of his signature and evidence of such consent may be required for the enforcement of the Note in the Netherlands. If a Note is signed (manually or in facsimile) on behalf of the Company by a person who is a duly authorised representative of the Company on signing but no longer on the actual issue date of the Note, enforcement of the Note in the Netherlands may require that the holder thereof presents both the Note and evidence of the agreement of the Company to also be bound in such circumstances and evidence of the consent of the signatory.

6.5

Under Dutch law, when applying Dutch law as the law governing the Dutch Law Provision, effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of the Dutch Law Provision have to be or have been performed, in so far as those provisions render the performance of the Dutch Law Provision unlawful, and regard shall be had to the law of the country in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.

6.6

A provision of an agreement which stipulates that certain documents or determinations are conclusive, final or binding may not be enforceable in all circumstances.

Page 5 of 9

6.7

A provision in an agreement requiring, forbidding or restricting a company to take any action that falls within the powers of its general meeting, or similar corporate body, may not be enforceable.

6.8

We do not express any opinion as to any “deemed” action or absence thereof.

6.9

The rights and obligations of parties under the Dutch Law Provision may be affected by general rules of Dutch law such as (i) the principles of reasonableness and fairness ( redelijkheid en billijkheid ) and modification on grounds of unforeseen circumstances ( onvoorziene omstandigheden ), (ii) avoidance on grounds of intimidation ( bedreiging ), deceit ( bedrog ) or abuse of circumstances ( misbruik van omstandigheden ) and (iii) force majeure ( niet-toerekenbare tekortkoming of overmacht ), the right to suspend performance ( opschortingsrecht ) or dissolve ( ontbinding ) a contract if the other party is in default in respect of its obligations, the right to set off ( verrekening ) and the right to avoid a contract on grounds of mistake ( dwaling ).

6.10

To the extent Dutch law applies, an indemnity will not be enforceable if the damage, loss, cost, liability or expense against which a person or legal entity is indemnified is a result of wilful misconduct or gross negligence of such person or entity or if such person or entity did not act in good faith.

6.11

Under Dutch law any term of an agreement may be amended orally or by conduct by the parties despite any provision in the agreement to the contrary.

6.12

Under Dutch law any provision of an agreement on partial nullity may not be effective if the remaining provisions of the agreement, having regard to the contents and intent of the agreement, are indissolubly connected to the part that is or has become null and void.

6.13

Dutch law does not know the concept of trust as this is known under common law, nor the concept of suspense account, and we do not express any opinion in respect thereof. Any provision pursuant to which moneys or goods are to be held in trust by one party for another party or are to be segregated from the other assets of the party concerned (or provisions having a similar intended effect) may not be enforceable in the Netherlands.

6.14

To the extent Dutch law applies, any provision to the effect that no holder of a Note shall have any right to institute any action or proceeding, judicial or otherwise, with respect to the Notes or the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, may not be enforceable in all circumstances.

6.15

To the extent Dutch law applies, any provision to the effect that in any proceedings initiated by the Trustee, the Trustee shall be held to represent all holders of the Notes to which such proceedings relate, and that it shall not be necessary to make any holders of Notes party to such proceedings, may not be enforceable in all circumstances.

6.16

The enforcement in the Netherlands of the Agreements, the Notes and foreign judgments will be subject to Dutch rules of civil procedure. A Dutch court may mitigate amounts due in respect of litigation and collection costs.

6.17

A Dutch court may decline jurisdiction if concurrent proceedings are being brought elsewhere. We express no opinion on competing judgments resulting from any concurrent proceedings.

6.18

Claims may become barred by limitation periods or may be or become subject to set-off or counterclaim.

6.19

The admissibility of a choice of jurisdiction (such as for courts in the United States) and the procedural consequences of such choice are determined by the laws of the chosen jurisdiction.

Page 6 of 9

6.20

In proceedings before a court of the Netherlands the service of process against the Company other than by personal delivery by a bailiff of the courts of the Netherlands ( gerechtsdeurwaarder ) and in accordance with the applicable treaties will not be considered by the court to constitute valid service of process, notwithstanding any provision to the contrary in the Agreements. It is further noted that there is no Dutch authoritative case law on recognition of a foreign decision in the Netherlands (either within or outside Regulation (EU) No. 1215/2012 of 12 December 2012 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters) in the case that service of process has only been performed at the domicile of a process agent and not at the domicile of the defendant. In such case there is a risk that the Dutch court, if the defendant failed to appear in the foreign court, will decide that no proper service of process has taken place, and deny recognition of the foreign decision in the Netherlands.

6.21

To the extent that Dutch law applies to the transfer of title to a Note, this requires delivery ( levering ) pursuant to a valid agreement ( geldige titel ) by a transferor who has power to pass on title to the relevant Note ( beschikkingsbevoegdheid ).

6.22

To the extent that Dutch law is applicable to the Notes or any transfer thereof, any provision to the effect that the holder of a Note may be treated as the absolute owner thereof or solely entitled thereto may not be enforceable in all circumstances.

6.23

We do not express any opinion as to any co-ownership interest in, or transfer of, any Note.

6.24

To the extent that the provisions of the Indenture or the Notes are general conditions ( algemene voorwaarden ) within the meaning of Section 6:231 of the Dutch Civil Code, a holder of Notes may nullify ( vernietigen ) a provision therein if (i) the Company has not offered the holder of the Note a reasonable opportunity to examine the same or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous ( onredelijk bezwarend ) to the holder of the Note.

6.25

To the extent Dutch law applies:

6.25.1

a Note will only be validly issued, and will only be valid, binding and enforceable against the Company, after that Note has been issued to and accepted and paid for by a person other than the Company; and

6.25.2

if the Company acquires its Notes that have been issued to a person other than the Company, these Notes (i) will be cancelled by operation of law (unless these Notes are in bearer form and the acquisition is made through a transfer in accordance with Section 3:93 of the Dutch Civil Code), and (ii) if not cancelled, will no longer be binding and enforceable against the Company until the Notes have been acquired by a person other than the Company.

6.26

Pursuant to the Financial Supervision Act ( Wet op het financieel toezicht ) firms or companies may only provide intermediary services in or from within the Netherlands in respect of the Notes (which includes placements or offers of the Notes) if they are licensed by the Dutch Authority for the Financial Markets or exempt from such license requirements. We do not express any opinion as to the authority of any Underwriter to act as a financial undertaking ( financiële onderneming ) in or from within the Netherlands with respect to the Offering or otherwise, or as to the authority of any of the parties (other than the Company) to perform the provisions of the Agreements applicable to them or as to obligations resulting from their involvement with any Notes.

6.27

We do not express any opinion as to the capital adequacy or other regulatory or resolution treatment of the Notes.

Page 7 of 9

6.28

It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statements of belief or opinion contained in the Prospectus or the Prospectus Supplement, or that no material facts have been omitted from it.

6.29

The Trade Register Extract and the confirmations referred to in paragraph 3 do not provide conclusive evidence that the information set out in the Trade Register Extract is correct or that the Company has not become the subject of an Insolvency Proceeding or Measure.

6.30

A Dutch company’s corporate seat must be clearly stated on all written or printed documents and announcements to which the company is a party or which it issues (excluding telegrams and advertisements).

6.31

We do not express any opinion as to facts.

This opinion is addressed to you solely for your benefit in connection with the Offering. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our prior written consent. This opinion may, however, be disclosed by the addressees hereof to the extent required by law, regulation or any governmental or competent regulatory authority or in connection with legal proceedings relating to the Issue, provided that no such party to whom this opinion is disclosed may rely on this opinion without our express consent. We accept no responsibility or legal liability to any person other than the addressees of this opinion.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

Page 8 of 9

Schedule

1	An electronic certified copy of an extract from the trade register obtained from the chamber of commerce (the “ Chamber of Commerce ”) regarding the Company dated 1 October 2018 (the “ Trade Register Extract ”).

2	A faxed copy of a notarial copy of the Company’s deed of incorporation and of its articles of association as most recently amended on 26 July 2016, both as obtained from and according to the Chamber of Commerce.

An extract, received by us via email on 19 September 2018, from the minutes of a meeting of the executive board of the Company held on 22 January 2018 referring to resolutions adopted by the Company’s executive board in such meeting (the “ EB Extract ”); and of an extract, received by us via email on 25 September 2018, from the minutes of a meeting of the supervisory board of the Company held on 30 January 2018 referring to resolutions adopted by the Company’s supervisory board in such meeting (the “ SB Extract ”).

4	A print-out of an electronic copy of a prospectus (the “ Prospectus ”) dated 18 September 2018, but excluding any documents incorporated by reference in it and any exhibits to it.

5	A print-out of an electronic copy of the prospectus supplement dated 25 September 2018 of the Company in relation to the Notes (the “ Prospectus Supplement ”).

6	A print-out of an electronic copy of an executed underwriting agreement dated 25 September 2018 between the Company and the Underwriters in relation to the Notes (the “ Underwriting Agreement ”).

A print-out of an electronic copy of an executed senior debt securities indenture dated as of 29 March 2017 (the “ Original Indenture ”) between the Company as issuer and The Bank of New York Mellon London Branch as trustee (the “ Trustee ”), as supplemented by a second supplemental indenture between the same parties and dated 2 October 2018 (the “ Supplemental Indenture ” and together with the Original Indenture, the “ Indenture ”) relating to the Notes, including the terms and conditions of the Notes.

The Underwriting Agreement and the Indenture are together referred to in this opinion as the “ Agreements ”; references to “ documents ” are to any and all documents mentioned in this Schedule including the Notes, unless the context requires otherwise.

Page 9 of 9

Exhibit 5.2

October 2, 2018

ING Groep N.V.,

Bijlmerplein 888,

1102 MG Amsterdam,

P.O. Box 1800, 1000 BV,

Amsterdam, The Netherlands.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of $1,500,000,000 aggregate principal amount of 4.100% Fixed Rate Senior Notes due 2023 (the “2023 Notes”), $1,250,000,000 aggregate principal amount of 4.550% Fixed Rate Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount Floating Rate Senior Notes due 2023 (the “Floating Rate Notes” and, together with the 2023 Notes and the 2028 Notes, the “Securities”) of ING Groep N.V., a company organized under the laws of The Netherlands (the “Company”), issued in global form pursuant to the Senior Debt Securities Indenture, dated as of March 29, 2017 (the “Senior Debt Securities Indenture”) between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of October 2, 2018, (the “Supplemental Indenture” and, together with the Senior Debt Securities Indenture, the “Indenture”), we, as your United

ING Groep N.V.

-2-

States counsel, have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of the Issuer, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided , however , that we express no opinion with respect to Section 5.06(c) of the Senior Debt Securities Indenture, which is expressly stated to be governed by the laws of The Netherlands.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed, without independent verification, that (i) the Company has been duly incorporated and is an existing company organized under the laws of The Netherlands, (ii) each of the Supplemental Indenture and the Senior Debt Securities Indenture has been duly authorized, executed and delivered in accordance with the laws of The Netherlands and (iii) the Securities have been duly authorized, executed and delivered in accordance with the laws of The Netherlands. With respect to all matters of Dutch law, we note that you are being provided with the opinion, dated the date hereof, of Linklaters LLP, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Linklaters LLP.

ING Groep N.V.

-3-

We have relied as to certain factual matters on information obtained from public officials, officers of the Issuer and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimen examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Company’s Registration Statement on Form F-3 (File No. 333-227391) (the “Registration Statement”) or any related prospectus or other offering material regarding the Company or the Securities or their offering and sale.

We hereby consent to the filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference into the Registration Statement and to the reference to us under the heading “Validity of Notes” in the Prospectus Supplement, dated September 25, 2018, and under the heading “Validity of the Securities” in the Prospectus, dated September 18, 2018, pursuant to which the Securities are being offered for sale. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

Exhibit 8.1

LOGO

Private and Confidential

ING Groep N.V.

Bijlmerplein 888

1102 MG AMSTERDAM

October 2, 2018

Reference:

30131148T153/ELI/SWO/AKA/dgo/181002.b2d

Subject:

ING Groep N.V. – Registration of $1,500,000,000 4.100% Fixed Rate Senior Notes due 2023, $1,250,000,000 4.550% Fixed Rate Senior Notes due 2028, and $500,000,000 Floating Rate Senior Notes due 2023

Dear Sir/Madam,

PricewaterhouseCoopers Belastingadviseurs N.V. (“ PwC ”) has acted as tax counsel to ING Groep N.V. (the “ Issuer ”) in connection with the registration under the Securities Act of 1933 (the “ Act ”) of $1,500,000,000 4.100% Fixed Rate Senior Notes due 2023 (the “ 2023 Notes ”), $1,250,000,000 4.550% Fixed Rate Senior Notes due 2028 (the “ 2028 Notes ” and, together with the 2023 Notes, the “ Fixed Rate Notes ”), and $500,000,000 Floating Rate Senior Notes due 2023 (the “ Floating Rate Notes ” and, together with the Fixed Rates Notes, the “ Securities ”).

PwC hereby confirms to you its opinion as set forth under the caption “Dutch Tax Considerations” in the prospectus supplement dated September 25, 2018 (the “ Prospectus Supplement ”) to the prospectus dated September 18, 2018, included in the Registration Statement on Form F-3 relating to the Securities, is correct in all material respects.

PwC hereby consents to the filing of this letter as an exhibit to the Registration Statement and the reference to PwC under the heading “Dutch Tax Considerations” in the Prospectus Supplement. In giving such consent, PwC does not admit that it is in the category of persons whose consent is required under Section 7 of the Act.

PricewaterhouseCoopers Belastingadviseurs N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90358,

1006 BJ Amsterdam, The Netherlands

T: +31 (0) 88 792 43 46, F: +31 (0) 88 792 96 40, www.pwc.nl

‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.

LOGO

Yours sincerely,

/s/PricewaterhouseCoopers Belastingadviseurs N.V.

/s/ E.M.A. van der Linden /s/ S. Wolvers

ING Groep N.V., 2 October 2018, 30131148T153/ELI/SWO/AKA/dgo/181002.b2d

Page 2 of 2

Exhibit 8.2

October 2, 2018

ING Groep N.V.,

Bijlmerplein 888,

1102 MG Amsterdam,

P.O. Box 1800, 1000 BV Amsterdam,

The Netherlands.

Ladies and Gentlemen:

We have acted as your United States federal income tax counsel in connection with the registration under the Securities Act of 1933 (the “Act”) of $1,500,000,000 of 4.100% Fixed Rate Senior Notes due 2023, $1,250,000,000 of 4.550% Fixed Rate Senior Notes due 2028 and $500,000,000 of Floating Rate Senior Notes due 2023. We hereby confirm to you that our opinion as to United States federal income tax matters is as set forth under the caption “U.S. Federal Income Tax Considerations” in the Prospectus Supplement dated September 28, 2018 (the “Prospectus Supplement”) to the Prospectus dated September 18, 2018, included in the Registration Statement on Form F-3 filed on September 18, 2018 (the “Registration Statement”).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “U.S. Federal Income Tax Considerations” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very Truly Yours,

/s/ Sullivan & Cromwell LLP