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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F/A
 (Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
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    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission
file number 1-14642
 ING GROEP N.V.
    
 
 Hans van Barneveld   Hans.van.Barneveld@ing.com
 
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Name of each exchange onTitle of each class
    
    which registeredAmerican Depositary Shares, each representing one Ordinary share
    
    New York Stock ExchangeOrdinary shares, nominal value
EUR 0.24 per Ordinary share and Bearer Depositary receipts in respect of Ordinary shares*
    
    New York Stock Exchange7.05
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange7.20
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange6.20
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange6.125
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange5.775
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange6.375
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange7.375
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange8.50
    %
    
    ING Perpetual Debt Securities
    
    New York Stock Exchange
 
 *
    
    Listed, not for trading or quotation purposes, but only in connection with the registration
of American Depositary Shares pursuant to the requirements of the Securities and Exchange
Commission




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TABLE OF CONTENTS  SIGNATURE    Table of Contents  Securities registered or to be registered pursuant to Section 12(g) of the Act:
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
 Ordinary shares, nominal value EUR 0.24 per Ordinary share
    
    
    3,831,560,513Bearer Depositary receipts in respect of Ordinary shares
    
    
    3,830,613,744
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 þ o
 If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
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 Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
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 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act (Check one).
 Large accelerated filerþ
    
    Accelerated filero
    
    Non-accelerated filero
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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 þ
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 If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
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 If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
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Exhibit 1.1
    
    Amended and Restated Articles of Association of ING Groep N.V., dated October 8, 2008
(incorporated by reference to Exhibit 1.1 of ING Groep N.V.s Annual Report on Form 20-F
for the year ended December 31, 2008, File no. 1-14642 filed on March 19, 2009)Exhibit 1.2
    
    Amended and Restated Trust Agreement (English Translation), dated October 8, 2008
(incorporated by reference to Exhibit 1.2 of ING Groep N.V.s Annual Report on Form 20-F
for the year ended December 31, 2008, File no. 1-14642 filed on March 19, 2009)




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SIGNATURE
  ING Groep N.V.

(Registrant)By: /s/ H. van BarneveldH.van BarneveldGeneral Manager Group Finance & ControlBy: /s/ W.A. BrouwerW.A. BrouwerAssistant General Counsel