Exhibit 4.4 

**EXECUTION COPY**

**AMENDED AND RESTATED ILLIQUID ASSETS BACK-UP**

**FACILITY AGREEMENT**

**13 NOVEMBER 2012**

**Between**

**ING GROEP N.V.**

**and**

**INGBANK N.V.**

**and**

**STAAT DER NEDERLANDEN**

 
1 

**CONTENTS**

 
**Clause**      **Page** 
1.
 
Interpretation
   3  
2.
 
Conditions Precedent
   13  
3.
 
Designated Securities Pool
   13  
4.
 
Payments by the State
   15  
5.
 
Payments by ING Bank
   21  
6.
 
Security
   25  
7.
 
Reporting and Information
   25  
8.
 
Payments
   26  
9.
 
Representations and Warranties
   28  
10.
 
Covenants
   31  
11.
 
Governance
   32  
12.
 
Default
   33  
13.
 
Conditions to Payment
   36  
14.
 
Set-Off and Suspension Rights
   36  
15.
 
Funding Benefit Compensation
   37  
16.
 
Evidence
   39  
17.
 
Indemnities
   39  
18.
 
Expenses
   40  
19.
 
Amendments and Waivers
   41  
20.
 
Changes to the Parties
   41  
21.
 
Counterparts
   41  
22.
 
Notices
   41  
23.
 
Language
   42  
24.
 
Waiver
   43  
25.
 
Governing Law
   43  
26.
 
Enforcement
   43  **Schedule**        
1.
 
Conditions Precedent Documents in respect of the Amendment
   44  
2.
 
Description of Securities
   45  
3.
 
Fixed Rate Minimum and Maximum Guaranteed Values
   108  
4.
 
Floating Rate Minimum and Maximum Guaranteed Values
   119  
5.
 
Terms and Conditions of the Bonds
   130  
6.
 
Overview of Final Maturity Dates and Principal Amounts of each Series of Bonds
   140   
Part 1
 
Original IABF Fixed Rate Bonds and Further Issue IABF Fixed Rate Bonds
   140   
Part 2
 
Original IABF Floating Rate Bonds and Further Issue IABF Floating Rate Bonds
   141  
7.
 
Conditions to Operational Changes
   142  
8.
 
Calculation of Excess Funding Benefit Amount as Set Out in Clause 15.1(b)
   144  
Signatories
   146  
 
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**THIS AMENDED AND RESTATED ILLIQUID ASSETS BACK UP FACILITY AGREEMENT**, originally entered into in sevenseparate agreements on 31 March 2009, each as amended on 26 November 2010, and in the case of the illiquid assets back-up facility agreement with respect to ING Bank, fsb, as further amended and restated on 17 February 2012, isdated 13 November 2012 and is made 

**BETWEEN**: 

 
(1)**ING GROEP N.V.**, a company organised under the laws of the Netherlands, whose corporate seat is at Amsterdam (**ING Groep**); 
 
(2)**ING BANK N.V.,** a company organised under the laws of the Netherlands, whose corporate seat is at Amsterdam (**ING Bank**); and 
 
(3)**STAAT DER NEDERLANDEN** (the **State**). 
**WHEREAS**: 

 
(A)One of the purposes for the amendments and restatements in this Agreement is to lay down the provisions of the Facilities Agreements in one agreement.
 
(B)The Parties furthermore intend to incorporate in this Agreement the separate payment obligations of the parties under the payment agreement between ING Groep and theState, dated 24 October 2009, as amended on 26 November 2010, and 16 February 2012 (the **Payment Agreement**). 
**IT IS AGREED** as follows: 

 
**1.****INTERPRETATION**
 
**1.1****Definitions**
In this Agreement:

**2012 Deed of Disclosed Pledge** means the Dutch law governed disclosed deed of pledge over the Pledged Assets dated on orprior to the Universal Completion Date granted by ING Bank in favour of the State. 

**Acceleration Event**has the meaninggiven thereto in Clause 12.3 (Acceleration). 

**Account Control Agreements** means: 

 
 (a)the account control agreement between the Bank of New York Mellon, ING Bank and the State dated 16 February 2012; and 
 
 (b)the account control agreement between the Bank of New York Mellon, ING Bank and the State to be dated on or around the Universal Completion Date. 
**Aggregate Guaranteed Value** means, as of the Cut-off Date, USD 27,848,868,747, which shall be reduced by (a) the aggregate amountof all State Instalment Amounts and (b) prepayments paid by the State, and (c) the aggregate of the Principal Amount Outstanding Registered Bonds and (d) the aggregate of amounts not paid when due by ING Bank pursuant to Clause5.1(d). 

**Amended and Restated Agency Agreement** means the amended and restated agency agreement to be dated on or about theUniversal Completion Date between the State and Citibank, N.A., London branch in respect of the Registered Bonds which amends and restates an agency agreement dated 16 February 2012 between the parties. 

 
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**Amendments Effective Time** has the meaning given thereto in Clause 2 (ConditionsPrecedent). 

**Asset Documentation**means, with respect to any Security, the indenture, trust agreement, fiscal agencyagreement or other instrument under which such Security was issued, and all guaranties, security agreements, waivers, amendments, modifications, supplements, forbearances, intercreditor agreements, subordination agreements and all other agreements,documents or instruments executed and delivered in connection therewith. 

**Break Costs** means, with respect to a PrepaymentAmount, the sum of all the Lost Funding Fee Amounts in relation to such Prepayment Amount, in each case discounted back to the relevant Prepayment Date using the relevant discount factor derived from the US Treasury interest rates prevalent in themarket on the Prepayment Date, and using market-standard interest rate interpolation and discount factor calculation techniques. 

**Business Day** means a day that is a New York Business Day and a Dutch Business Day. 

**Calculation Day** has the meaning attributed thereto in Clause 4.3(b). 

**Closing Date** means 31 March 2009. 

**Completion Date** means 17 February 2012. 

**Corresponding US CoSecurities** means for each set of Securities having the same CUSIP number, a set of US Co Securities having the same CUSIP number as that set of Securities, provided that the relevant set of US Co Securities is not larger than or equal to 25% ofthe corresponding set of Securities. 

**Current Par Value** of a Security means, on any date, the principal amount, par valueor stated or nominal amount of such Security as of its date of issuance multiplied by the current relevant bond factor, published by Bloomberg and as calculated by the relevant custodian holding the Security, as applicable to such Security at suchdate. 

**Custody Agreement** means the custody agreement between ING Bank and Bank of New York Mellon dated 16 January2012. 

**Cut-off Date** means 26 January 2009. 

**Day Count Fraction** means (a) with respect to Clause 4.3(c)(i) (Funding Fee), on the basis of a 360-day year consisting of twelve (12) 30-day months, (b) with respect to the InterestAmount or payments due pursuant to Clause 8.3 (Interest on overdue amounts), on the basis of a 360-day year and the actual number of days elapsed in the period with respect to which the payment is being made, and (c) with respect to Clause4.3(c)(ii) (Funding Fee), on the basis of a 360-day year and the actual number of days elapsed in the period with respect to which the payment is being made. 

**Default** means: 

 
 (a)an Event of Default; or 
 
 (b)a Potential Event of Default. 
**Description of Securities** means the description of certain features of the Securities attached hereto as Schedule 2 (Description ofSecurities). 

**Designated Securities Pool** means all Securities collectively. 

**Disruption Event** means: 

 
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 (a)a material disruption to the payment or communications systems or to the financial markets which are required to operate in order for payments to be made (or othertransactions to be carried out) in connection with the transactions contemplated by this Agreement, which is not caused by, and is beyond the control of, ING Bank; or 
 
 (b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of any ING Partypreventing it from performing its payment obligations under this Agreement and which is not caused by, and is beyond the control of, any ING Party. 
**Divestment** means, in respect of a Security, any sale, assignment, or transfer of such Security pursuant to Clause 3.3 (Divestments). 

**Dutch Business Day**means a day (other than a Saturday or a Sunday) on which banks are open for general business in Amsterdam.

**Effective Federal Funds Rate** means for any date, the weighted average (rounded upwards, if necessary, to the next 1/100 of1%) of the rates set by the Federal Reserve Bank of New York on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding New York Business Day in the WallStreet Journal (Eastern Edition), or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by theParties from three federal funds brokers of recognized standing selected by the Parties. For a day that is not a New York Business Day, the Effective Federal Funds Rate shall be the rate applicable to federal funds transactions on the immediatelypreceding day for which such rate is reported. 

**Encumbrance** means any lien, pledge, charge, claim, encumbrance, securityinterest, participation interest, option, mortgage, easement, or other restriction or third party right of any kind other than Permitted Encumbrances. 

**Event of Default** means an event or circumstance specified as such in Clause 12.1 (Events of Default). 

**Facility Agreement** means an illiquid asset back-up facility agreement between, amongst others, ING Support Holding B.V. and the State with respect to a US Company, dated 31 March 2009, as amendedon 26 November 2010, and, in the case of the illiquid assets back-up facility agreement with respect to ING Bank, fsb, as transferred by a transfer of contractual relationship from ING Support Holding to ING Bank N.V. on 17 February 2012,after which it was further amended and restated on that same date (but, for the avoidance of doubt, not as amended on or about the date of this Agreement), and the **Facility Agreements** means collectively all the Facility Agreements.

**Fair Market Value** is the value determined in accordance with Clause 12.4 (Determination and payment of the Fair MarketValue). 

**Final ING Payment Date** means the date that falls ten (10) Business Days after the earliest to occur of(a) all outstanding amounts due and payable in respect of the Securities are received from the Obligors, (b) ING Bank having no further claim against the Obligors in respect of the Securities and (c) all of the Securities shall havebeen divested pursuant to Clause 3.3 (Divestments). 

**Final Maturity Date** means the final maturity date of a RegisteredBond. 

**Financing Arrangement**means an arrangement as described in Clause 4.6(f). 

 
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**Financial Guarantee**means the financial guarantee agreement between the State and INGGroep dated 17 February 2012. 

**Fixed Rate Day Count Fraction** means 30/360. 

**Fixed Rate Securities** means the Securities carrying a fixed interest rate on the Cut-off Date, as referred to in Schedule 2(Description of Securities). 

**Fixed Rate Securities Guaranteed Value**means, on any day, the Aggregate Guaranteed Valuewithout taking into account any of the reductions under and including (a) up to and including (d) in such definition of Aggregate Guaranteed Value relating to the Fixed Rate Securities at the Cut-off Date minus (a) the portion of eachState Instalment Amount and each Prepayment Amount paid by the State pursuant to Clause 4.1 (Payment of Aggregate Guaranteed Value) or Clause 4.2 (Prepayment and Break Costs) and allocated to the Fixed Rate Securities Guaranteed Value pursuant toClause 4.1(c) or Clause 4.2(d), as the case may be, up to (but excluding) such date, and (b) the aggregate Principal Amount Outstanding of the IABF Fixed Rate Bonds at such date and (c) the aggregate of amounts not paid when due by INGBank pursuant to Clause 5.1(d), in respect of IABF Fixed Rate Bonds that have matured. 

**Floating Rate Day Count Fraction**means actual/360 (ICMA). 

**Floating Rate Securities** means each Security carrying a floating interest rate on the Cut-offDate as referred to in Schedule 2 (Description of Securities). 

**Floating Rate Securities Guaranteed Value** means, on anyday, the Aggregate Guaranteed Value without taking into account any of the reductions under and including items (a) up to and including (d) in such definition of Aggregate Guaranteed Value relating to the Floating Rate Securities at theCut-off Date minus (a) the portion of each State Instalment Amount and each Prepayment Amount paid by the State pursuant to Clause 4.1 (Payment of Aggregate Guaranteed Value) or Clause 4.2 (Prepayment and Break Costs) and allocated to theFloating Rate Securities Guaranteed Value pursuant to Clause 4.1(d) or Clause 4.2(d), as the case may be, up to (but excluding) such date, and (b) the aggregate Principal Amount Outstanding of the IABF Floating Rate Bonds at such date and(c) the aggregate of amounts not paid when due by ING Bank pursuant to Clause 5.1(d) in respect of IABF Floating Rate Bonds that have matured. 

**Funding Fee** has the meaning given thereto in Clause 4.3 (Funding Fee). 

**Funding Fee Calculation** has the meaning given thereto in Clause 4.9. 

**Funding Fee Calculation Agent** has the meaning given thereto in Clause 4.9. 

**Further Issue IABF Fixed Rate Bonds**has the meaning attributed thereto in Clause 4.6(c). 

**Further Issue IABF Floating Rate Bonds** has the meaning attributed thereto in Clause 4.6(c). 

**Further Issue Registered Bonds**means the Further Issue IABF Fixed Rate Bonds and the Further Issue IABF Floating Rate Bonds.

**GAAP** means generally accepted accounting principles in the jurisdiction of incorporation of ING Bank including IFRS.

**Group**means ING Groep and its Subsidiaries. 

 
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**Guarantee Agreement** means the financial guarantee agreement between the State and INGGroep, dated 17 February 2012 (originally named Financial Guarantee), as amended and restated on or about the Universal Completion Date. 

**Guarantee Fee**has the meaning given thereto in Clause 5.2 (Guarantee Fees). 

**IABF Agreement** means this Agreement. 

**IABF Fixed Rate Bonds** means the Original IABF Fixed Rate Bonds and the Further Issue IABF Fixed Rate Bonds. 

**IABF Floating Rate Bonds** means the Original IABF Floating Rate Bonds and the Further Issue IABF Floating Rate Bonds. 

**IFRS** means international accounting standards within the meaning of the IAS Regulation 1606/2002. 

**IFRS Fair Market Value** means the fair market value of the Securities on any date, as determined in accordance with Clause 12.4 using the IAS 39R Available for Sale Securities valuation methodology.

**ING Calculation Period** means, in respect of an ING Payment Date, the calendar month immediately preceding such ING PaymentDate, provided that the first ING Calculation Period commences on and includes the Cut-off Date and ends on but excludes the last day of the calendar month that precedes the first ING Payment Date. 

**ING Party** means each of ING Bank and ING Groep. 

**ING Payment Announcement Date** means the date one Business Day prior to the State Instalment Announcement Date. 

**ING Payment Date** means, 15 April 2009, being the first Business Day falling after the first State Instalment Announcement Date under this Agreement, and thereafter, the first Business Day fallingafter each subsequent State Instalment Announcement Date. 

**ING Support Holding** means ING Support Holding B.V. 

**Interest Amount** means, on any given date, the product of (a) the State Entitlement as at 5.00 p.m. in respect of the relevantday; (b) the Effective Federal Funds Rate for such day and (c) the Day Count Fraction. 

**London Banking Day** meansa day (other than a Saturday or Sunday) on which banks are open for general business in London. 

**Lost Funding Fee Amount**means, in relation to a Prepayment Amount and a future State Payment Date, the product of: 

 
 (a)the Rate Differential in relation to the Prepayment Amount for such State Payment Date; 
 
 (b)the Outstanding Prepayment Amount for such State Payment Date; and 
 
 (c)(i) in the case of a Prepayment Amount in relation to the Fixed Rate Securities Guaranteed Value, one twelfth (1/12); and (ii) in the case of a PrepaymentAmount in relation to the Floating Rate Securities Guaranteed Value, the number of days from (and including) the State Payment Date immediately prior to such State Payment Date to (but excluding) such State Payment Date divided by 360.
 
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**Management Fee**has the meaning given thereto in Clause 4.4 (Management Fee). 

**Material Adverse Effect** means a material adverse effect on: 

 
 (a)the ability of an ING Party to perform its obligations under any Transaction Document or to consummate the transactions contemplated thereby; 
 
 (b)the validity or enforceability of any Transaction Document; or 
 
 (c)any right or remedy of the State in respect of a Transaction Document. 
**Maximum Remaining Fixed Rate Guaranteed Value** means, on any State Payment Date in respect of the Fixed Securities Guaranteed Value, the maximum amount indicated in Schedule 3 as applying to such StatePayment Date (*Fixed Rate Minimum and Maximum Guaranteed Values*) *minus* the sum of (a) the amount of the then outstanding IABF Fixed Rate Bonds and (b) the aggregate unpaid amounts under Clause 5.1(d) in respect of IABF FixedRate Bonds that have matured. 

**Maximum Remaining Floating Rate Guaranteed Value** means, on any State Payment Date in respectof the Floating Rate Securities Guaranteed Value, the maximum amount indicated in Schedule 4 as applying to such State Payment Date (*Floating Rate Minimum and Maximum Guaranteed Values*) *minus* the sum of (a) the amount of the thenoutstanding IABF Floating Rate Bonds and (b) the aggregate unpaid amounts under Clause 5.1(d) in respect of IABF Floating Rate Bonds that have matured. 

**Minimum Remaining Fixed Rate Guaranteed Value** means, on any State Payment Date in respect of the Fixed Securities Guaranteed Value, the minimum amount indicated in Schedule 3 as applying to such StatePayment Date (*Fixed Rate Minimum and Maximum Guaranteed Values*) *minus* the sum of (a) the amount of the then outstanding IABF Fixed Rate Bonds and (b) the aggregate unpaid amounts under Clause 5.1(d) in respect of IABF FixedRate Bonds that have matured. 

**Minimum Remaining Floating Rate Guaranteed Value** means, on any State Payment Date in respectof the Floating Rate Securities Guaranteed Value, the minimum amount indicated in Schedule 4 as applying to such State Payment Date (*Floating Rate Minimum and Maximum Guaranteed Values*) *minus* the sum of (a) the amount of the thenoutstanding IABF Floating Rate Bonds and (b) the aggregate unpaid amounts under Clause 5.1(d) in respect of IABF Floating Rate Bonds that have matured. 

**New York Business Day**means a day (other than a Saturday or Sunday) on which banks are open for general business in New York. 

**Obligor** means, in respect of a Security, the issuer of such Security as well as any other parties referred to in Schedule 2 (Description of Securities) in respect of such Security and other partieswho have any payment obligations towards the holder of such Securities under the Asset Documentation. For the avoidance of doubt the term Obligor shall not include any hedging or (re)insurance except to the extent such (re)insurance benefits allholders of any such security counterparties of an ING Party. 

**Operating Committee** has the meaning given thereto in Clause3.2. 

**Original IABF Fixed Rate Bonds** means the registered Dutch State Fixed Rate Notes issued by the State on21 February 2012 and initially evidenced by the global note certificates substantially in the form set out in Schedule 2 to the Amended and Restated Agency Agreement with such maturity dates and principal amounts as set out in Part 1 ofSchedule 6. 

 
8 

**Original IABF Floating Rate Bonds** means the registered Dutch State Floating Rate Notesissued by the State on 21 February 2012 and initially evidenced by the global note certificates substantially in the form set out in Schedule 2 to the Amended and Restated Agency Agreement with such maturity dates and principal amounts as setout in Part 2 of Schedule 6. 

**Outstanding Prepayment Amount** means, in relation to a Prepayment Amount and a future StatePayment Date, an amount equal to the excess, if any, of 

 
 (a)the lower of (i) the Relevant Guaranteed Value immediately prior to application of such Prepayment Amount and (ii) the Minimum Remaining Fixed RateGuaranteed Value or the Minimum Remaining Floating Rate Guaranteed Value, as the case may be, shown in Schedule 3 and Schedule 4 respectively for the period ending on such State Payment Date; 
over 

 
 (b)the Relevant Guaranteed Value immediately after application of such Prepayment Amount. 
**Own** means to hold legal title to the Security, whether by being the registered security holder of such Security or by holding aSecurities Entitlement (as defined by the Uniform Commercial Code as implemented by the State of New York) in such Security. 

**Owner** means ING Bank N.V. 

**Party**means a party to this Agreement. 

**Permitted Encumbrance** means anylien, pledge, charge, claim, encumbrance, security interest, participation interest, option, mortgage, easement or other restriction or third party right arising under or as contemplated by the Transaction Documents. 

**Permitted Transaction**means any transaction to which the State has agreed in advance. 

**Pledged Assets** means any and all rights (including any and all ancillary rights) of ING Bank in respect of the Securities. 

**Potential Event of Default** means an event or circumstance which would be (with the expiry of a grace period, the passage of time, orthe giving of notice or any combination of them) an Event of Default. 

**Prepayment Amount**has the meaning given thereto inClause 4.2 (Prepayment and Break Costs). 

**Prepayment Date** has the meaning given thereto in Clause 4.2 (Prepayment and BreakCosts). 

**Principal Amount Outstanding** means, at any moment, in respect of each Registered Bond, the unpaid principal amountthereunder. 

**Rate Differential** means, in relation to a Prepayment Amount and a State Payment Date, the excess of:

 
 (a)(i) in case of a Prepayment Amount in relation to a Fixed Rate Securities Guaranteed Value: 3%; or (ii) in case of a Prepayment Amount in relation to a FloatingRate Securities Guaranteed Value: the rate of one month USD-LIBOR projected for the one-month period ending on such State Payment Date, using the US Dollar LIBOR and swap market rates prevalent in the market on the relevant Prepayment Date, andusing market-standard forward interest rate interpolation/calculation techniques; 
over 

 
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 (b)the forward USD Treasury interest rate projected for the one-month period beginning on the immediately preceding State Payment Date, using the USD US Treasury interestrates prevalent in the market on the Prepayment Date, and using market-standard forward interest rate interpolation/calculation techniques. 
For the avoidance of doubt, the day count convention in which this forward rate will be quoted will in each of (a) and (b) be the same, i.e. (a) in case of a Prepayment Amount in relation to aFixed Rate Securities Guaranteed Value, 30/360; and (b) in case of a Prepayment Amount in relation to a Floating Rate Securities Guaranteed Value, Actual/360. 

**Registered Bonds** means the IABF Floating Rate Bonds and/or the IABF Fixed Rate Bonds, or any of them. 

**Relevant Guaranteed Value** means, in respect of Fixed Rate Securities, the Fixed Rate Securities Guaranteed Value and, in respect of Floating Rate Securities, the Floating Rate Securities GuaranteedValue. 

**Reset Date** means (a) with regards to the first State Payment Date, the Cut-off Date, and (b) for everyfollowing State Payment Date, the date specified as such pursuant to the relevant Clause, provided that if any Reset Date described in Clause 4.3(b) would otherwise fall on a day which is not a Business Day, the relevant Reset Date for such dateshall be the next following day which is a Business Day, unless such day would fall in the following calendar month, in which case the Reset Date shall be the immediately preceding day which is a Business Day. 

**Securities Agreement** means the EUR 10,000,000,000 core tier 1 securities subscription agreement between, inter alia, ING Groep and theState and dated 11 November 2008, as the same may be amended and restated from time to time. 

**Security**has the meaninggiven thereto in Clause 3.1 (Composition). 

**Security Documents** means the 2012 Deed of Disclosed Pledge and the US SecurityAgreement. 

**Servicer** means ING Investment Management Co. or such other servicer as may be appointed by ING Bank with priorconsent of the State. 

**Servicing Agreement** means the servicing agreement between ING Bank and the Servicer dated on17 February 2012, as amended on or about the date hereof. 

**State Entitlement** means, in respect of a Security, on anyday an amount equal to the sum of: 

 
 (a)any and all payments and distributions under such Security, including without limitation interest and coupon payments, payments in respect of the repayment of principal(in full or in part), guarantee/insurance proceeds, foreclosure proceeds and recoveries, on or prior to 5.00 p.m. on such day; plus 
 
 (b)the proceeds received by ING Bank in respect of the Divestment of such Security net of reasonable transaction costs, on or prior to 5.00 p.m. on such day,
in each case whether received by ING Bank or a US Company, or discharged by the Obligor by way of set-off and tothe extent not yet received by the State. 

**State Funding Fee Calculation Period** has the meaning given thereto in Clause4.3(b). 

**State Instalment Amount**means with respect to any State Payment Date, the payment due by the State pursuant toClause 4.1 (Payment of Aggregate Guaranteed Value). 

 
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**State Instalment Announcement Date** means the date one Business Day prior to the StatePayment Date. 

**State Payment Date**means 15 April 2009, being the first Business Day falling after the first StateInstalment Announcement Date under this Agreement, and thereafter, the 12th calendar day of each month or, if such day is not a Business Day, the next Business Day thereafter. 

**Subsidiary** means an entity of which a person has direct or indirect control or owns directly or indirectly more than fifty per cent. (50%) of the voting capital or similar right of ownership andcontrol for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise. 

**Third Party** means any person that is not a Subsidiary of ING Groep and whose financial statements are not consolidated with the financial statements of ING Groep. 

**Transaction Document** means this Agreement, the US Security Agreement, the 2012 Deed of Disclosed Pledge, the Guarantee Agreement, theAccount Control Agreements, and any other document related to the transactions contemplated by this Agreement concerning the Securities designated as such by the State and ING Bank. 

**Universal Completion Date** means 14 November 2012, or any other date agreed between ING Groep, ING Bank and the State. 

**Universal Effective Time** has the meaning given thereto in the 2012 universal amendment and contract transfer agreement between theState, ING Support Holding B.V., ING Bank and ING Groep, dated on or about the Universal Completion Date. 

**US Co Securities**means the 20% of the Securities referred to in Schedule 2 of the Facility Agreements with respect to the US Companies (other than ING Bank, fsb) immediately prior to the amendment effectuated on the Universal Completion Date that are not transferredto ING Bank. 

**US Company**means each of Security Life of Denver Insurance Company, ReliaStar Life Insurance Company, LionCustom Investments LLC, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Bank, fsb and ING Direct Bancorp. 

**US Security Agreement**means the Pledge and Security Agreement dated as of 16 February 2012, as amended on or about the date hereof, between ING Bank and the State in respect of the Securities.

**USD**, **US$**and **$** means lawful money of the United States. 

**USD-LIBOR-BBA** means the rate for a Reset Date which will be the rate for deposits in USD for a period of one month which appears onthe Bloomberg field (FEDL01) as of 11.00 a.m. London time on the day that is two London Banking Days preceding that Reset Date. If such rate does not appear on the Bloomberg field (FEDL01), the rate for that Reset Date shall be determined from suchfinancial reporting service or other information as shall be mutually acceptable to the State and the ING Parties. 

**ValuationAgent** means a reputable independent international financial institution that is specialised in the field of valuing securities such as the Securities. 

 
**1.2****Dutch terms**
In this Agreement,where it relates to a Dutch entity, a reference to: 

 
 (a)a **necessary action to authorise** where applicable, includes without limitation: 
 
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 (i)any action required to comply with the Works Councils Act of the Netherlands (*Wet op de ondernemingsraden*); and 
 
 (ii)obtaining an unconditional positive advice (*advies*) from the competent works council(s); 
 
 (b)a consent being provided under this Agreement requires the parties concerned to comply with the standard of reasonableness and fairness set out in article 6:248 of theDutch Civil Code; 
 
 (c)        (i)          a **winding-up, administration**or**dissolution** (and any of those terms) means a Dutch entity being declared bankrupt (*failliet verklaard*) or dissolved(*ontbonden*);
 
 (ii)a **moratorium** includes *surséance van betaling* and *noodregeling*
 
 (iii)any **step**or**procedure** taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Tax CollectionAct of the Netherlands (*Invorderingswet 1990*) or Section 16d of the Social Insurance Co-ordination Act of the Netherlands (*Coördinatiewet Sociale Verzekeringen*); 
 
 (iv)a **trustee in bankruptcy** means a *curator*; 
 
 (v)an **administrator** means a *bewindvoerder*and *stille curator*; and 
 
 (vi)an **attachment** means a *beslag*. 
 
**1.3****Construction**
 
(a)In this Agreement, unless the contrary intention appears, a reference to: 
 
 (i)an **amendment** includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental andwhether or not more onerous) and **amended** will be construed accordingly; 
 
 (ii)**assets** includes present and future properties, revenues and rights of every description; 
 
 (iii)an **authorisation** includes an authorisation, consent, approval, resolution, permit, licence, exemption, filing, registration or notarisation;
 
 (iv)**indebtedness** includes any obligation (whether incurred as principal or as surety and whether present or future, actual or contingent) for the payment or repaymentof money; 
 
 (v)a **person** includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium),government, state, agency, organisation or other entity whether or not having separate legal personality; 
 
 (vi)a **regulation** includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law,being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
 
 (vii)a currency is a reference to the lawful currency for the time being of the relevant country; 
 
 (viii)a Default being **outstanding** means that it has not been remedied or waived; 
 
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 (ix)a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation; 
 
 (x)a Clause, a Subclause or a Schedule is a reference to a Clause or Subclause of, or a Schedule to, this Agreement; 
 
 (xi)a Party or any other person includes its successors in title, permitted assigns and permitted transferees; 
 
 (xii)a Transaction Document or other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Transaction Document or otherdocument or security, including any change in the purpose of, any extension for or any increase in the amount of a facility or any additional facility; 
 
 (xiii)a Schedule includes the amended or replaced Schedule from time to time in accordance with this Agreement; and 
 
 (xiv)a time of day is a reference to New York City time. 
 
(b)The headings in this Agreement do not affect its interpretation. 
 
**2.****CONDITIONS PRECEDENT**
Thisamended and restated Agreement becomes effective (the **Amendments Effective Time**) upon satisfaction (or waiver) of the following conditions: 

 
 (a)The Universal Effective Time having occurred and ING Bank having become the unencumbered and irrevocable Owner of the Securities, not subject to any retransfer obligation;and 
 
 (b)the first ranking security right having been vested by ING Bank in favour of the State as set out in the US Security Agreement; 
 
 (c)the 2012 Deed of Disclosed Pledge has been signed and the Debtor (as defined therein) has been notified of this 2012 Deed of Disclosed Pledge in accordance with article3:236(2) of the Dutch Civil Code; and 
 
 (d)satisfaction (or waiver) of the conditions precedent set out in this paragraph 2 and Schedule 1 (*Conditions Precedent Documents in respect of the Amendment*).
The State shall notify the ING Parties immediately upon being satisfied with the fulfilment or waiver of theseconditions precedent. 

 
**3.****DESIGNATED SECURITIES POOL**
 
**3.1****Composition**
 
(a)The **Securities** are the securities that are listed or referred to in Schedule 2 (Description of Securities); provided that a security shall cease to be a“Security” if and when a Divestment has been made with respect to that Security. 
 
(b)As soon as reasonably possible but no later than three (3) Business Days following any Divestment, ING Bank will prepare (or cause the preparation of) a new Schedule2 (Description of Securities) from which the relevant Divested Securities will have been removed. 
 
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**3.2****Operating Committee**
The State,ING Bank, and ING Groep will establish and maintain for the duration of this Agreement an operating committee (the **Operating Committee**) to discuss recent developments, market outlook, data and pricing in respect of the Securities. The Partiesacknowledge and agree that the discussions of the Operating Committee will be for information purposes only. The State shall be responsible for making its own decisions. 

ING Bank will ensure that the transfer by ING Support Holding B.V. to ING Bank on or about the Completion Date and the Universal Completion Date of its rights and obligations under the Facility Agreements,will not in any way adversely affect the functioning, composition and expertise of the Operating Committee (including but not limited to market outlook output). 

After redemption of all Registered Bonds, the Operating Committee has the right to unanimously agree on an amendment of the days on which the State Instalment Announcement Date and/or the State Payment Datefalls. 

 
**3.3****Divestments**
 
(a)The State has the right to instruct ING Bank in writing to sell, on a commercial best efforts basis, a Security at such price level as indicated by the State.
 
(b)If any US federal or US State regulatory requirement (whether by way of statute or regulation or by way of an order, instruction, direction or request of any US federal orUS State supervisory or other governmental authority) would prohibit, restrict, subject to consent requirements or delay or otherwise adversely affect any sale of Securities, ING Bank shall procure (*bij wijze van resultaatsverbintenis*) thatany such prohibition, restriction, consent requirement, delay or other effect is fully complied with or removed prior to the date of such intended sale, so that each divestment as contemplated by this Clause 3.3 can be realised on the datecontemplated by the State without being in any respect affected by such prohibition, restriction, consent requirement, delay or other effect. For the avoidance of doubt, any failure to so procure the removal of such prohibition, restriction, consentrequirement, delay or other effect shall constitute an Event of Default regardless whether or not such failure is caused by or attributable to ING Bank or ING Groep. 
 
(c)ING Bank shall ensure that as long as no Divestment has been made with respect to the Securities (or any set of them), the Corresponding US Co Securities (or any set ofthem) will not be sold to a Third Party without the prior written consent of the State. 
 
**3.4****No ownership by the State**
TheState will not have any proprietary interest in the Securities as a consequence of entering into this Agreement. 

 
**3.5****Servicing/management of Securities**
 
(a)Each ING Party will as against the State remain responsible and liable for management/servicing of the Securities. 
 
(b)Where in this Agreement the Servicer is considered to undertake any obligation, it is considered to mean that each ING Party will cause the Servicer to perform suchobligation. 
 
(c)The State acting reasonably is entitled to give instructions to each ING Party in respect of the Securities as to the exercise of rights and the performance of obligationsunder the Securities in case where the State in its discretion believes this is necessary to safeguard its interests under this Agreement. 
 
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(d)Servicing of any Security may only be delegated to third parties (including any affiliates of an ING Party) with prior written consent of the State; provided that theState hereby consents to the appointment of the Servicer to service the Securities. 
 
**3.6****Restrictive covenants in respect of the Securities**
 
(a)The ING Parties shall not and shall ensure that the Servicer shall not without the prior written consent of the State do any of the following in respect of the Securities:
 
 (i)exercise or refrain from exercising any of its rights, powers and/or discretions arising under or in connection with any of the Securities where such exercise or nonexercise will or may adversely affect the interests of the State in respect thereof; 
 
 (ii)consent to any amendment of the terms and conditions of any Asset Documentation; 
 
 (iii)grant security rights over (its interest in) Securities other than to the State; 
 
 (iv)enter into any repurchase or securities lending transaction or facility or similar transaction or facility with any third party (*belenen*) in respect of any one ormore of the Securities; 
 
 (v)take any action not falling under (i) above, in respect of any one or more of the Securities which will or may adversely affect the interests of the State under thisAgreement. 
The State may impose any such conditions on its consent to any of the actions set out inSubclauses (i) through (v) above as it deems appropriate, in its sole and absolute discretion, including (without limitation) the requirement for an entitlement to a share of the upside received by ING Bank as a consequence ofcollateralising the Securities for ECB/Fed liquidity purposes. 

 
(b)Each ING Party shall take and shall cause the Servicer to take such action in respect of the exercise of rights and the performance of obligations, if any, with respect toany one or more of the Securities as the State may direct, acting in a commercially reasonable manner and as the State determines is necessary (in its sole and absolute discretion) to protect its interests pursuant to this Agreement.
 
**4.****PAYMENTS BY THE STATE**
 
**4.1****Payment of Aggregate Guaranteed Value**
 
(a)The State will pay to ING Bank the Aggregate Guaranteed Value. 
 
(b)The Aggregate Guaranteed Value shall be paid on each State Payment Date in State Instalment Amounts subject to any prepayments made pursuant to Clause 4.2.
 
(c)The State will inform ING Bank on each State Instalment Announcement Date of the portion of the State Instalment Amount to be applied to the Fixed Rate SecuritiesGuaranteed Value and to the Floating Rate Securities Guaranteed Value. On the first Business Day following each State Payment Date, the State shall confirm the amounts of the Aggregate Guaranteed Value, the Fixed Rate Securities Guaranteed Value andthe Floating Rate Guaranteed Value as calculated at the opening of business on that day. 
 
(d)The State Instalment Amount on any State Payment Date will be an amount such that the remaining unpaid balance of the Relevant Guaranteed Value is (i) not more thanthe Maximum Remaining Fixed Rate Guaranteed Value or Maximum Remaining Floating Rate Guaranteed Value for that State Payment Date, and (ii) not less than the Minimum Remaining Fixed Rate Guaranteed Value or Minimum Remaining Floating RateGuaranteed Value for that State Payment Date, as the case may be. 
 
15 

(e)Schedule 3 and Schedule 4 reflect the Minimum Remaining Floating Rate Guaranteed Value, Maximum Remaining Floating Rate Guaranteed Value, Minimum Remaining Fixed RateGuaranteed Value and Maximum Remaining Fixed Rate Guaranteed Value as at the State Payment Date immediately preceding the date of this Agreement. The State is fully discharged from its payment obligations in respect of the Aggregate Guaranteed Valuepaid by the State up to the date of this Agreement, except that the State may be obliged to make additional payments resulting from corrections made or to be made to the payments made by the State, or to the calculations on which such payments arebased. 
 
**4.2****Prepayment and Break Costs**
 
(a)The State may, by giving of one (1) Business Day’s notice, at its sole and absolute discretion on any Business Day (such day a **Prepayment Date**) make anypayment to reduce the balance of the Aggregate Guaranteed Value not being a payment under Clause 4.1 (the amount of any such payment a **Prepayment Amount**); provided that Break Costs shall be payable by the State on such Prepayment Date inrelation to that Prepayment Amount and provided further that: 
 
 (i)the State has informed ING Bank at least one (1) Business Day prior to the Prepayment Date of the allocation between the Fixed Rate Securities Guaranteed Value andthe Floating Rate Securities Guaranteed Value; and 
 
 (ii)any payment of a Prepayment Amount must be made with the corresponding portion of the accrued Funding Fees and Management Fees on the amount prepaid from and including theimmediately preceding State Payment Date until but excluding the relevant Prepayment Date. On the first Business Day following each Prepayment Date, the State shall confirm the amounts of the Aggregate Guaranteed Value, the Fixed Rate SecuritiesGuaranteed Value and the Floating Rate Guaranteed Value as calculated at the opening of business on that day 
 
(b)All Prepayment Amounts and the relevant Prepayment Day will be recorded by the Parties on a prepayment ledger (the **Prepayment Ledger**). The Prepayment Ledger will bemade to reflect the necessary adjustments to the State Instalment Amounts and any fees payable hereunder by the State after the relevant Prepayment Date (so as to avoid double-counting). 
 
(c)Each calculation of Break Costs (the **Calculation**) will be initially made by ING Bank and put forward to the State. Where the State disputes the Calculation, whichdispute cannot be resolved within twenty-four (24) hours, then the parties shall forthwith jointly appoint an independent third party investment bank (the **Calculation Agent**) that will perform the relevant Calculation.The determination of the Calculation Agent shall be final and binding absent manifest error. The Parties shall give all reasonable cooperation to the Calculation Agent in order to permit the Calculation Agent to perform its task diligently andexpediently. The reasonable fees and other costs of the Calculation Agent shall be borne by ING Bank. 
 
(d)For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Break Costs shall be payable in case of a mutually agreed, voluntary terminationof this Agreement. 
 
**4.3****Funding Fee**
 
(a)On each State Payment Date, the State will pay to ING Bank a **Funding Fee** in arrears which is due on the Closing Date, but payable (*opeisbaar*) in monthlyinstalments on each State Payment Date, provided that the State has received all payments due to it under Clauses 5 and 15.1 (which includes, for the avoidance of doubt, payments due to the State on that same State Payment Date).
 
(b)
Each Funding Fee is calculated in respect of a monthly period (a **State Funding Fee Calculation Period**) which commences on and includes the 25thcalendar day of the month which falls 

 
16 

 two months prior to the relevant State Payment Date (or if the 25th calendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendarmonth, in which event the relevant date shall be the Business Day immediately preceding such 25th calendar day) (the **Calculation Day**) to but excluding the 25th calendar day of the month immediately prior to the relevant State Payment Date (orif the 25th calendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the Business Day immediately preceding such 25th calendar day).
 
(c)The Funding Fee is equal to the sum of the following, whereby in each case the Effective Federal Funds Rate applicable to the period starting five Business Days prior tothe relevant State Payment Date will be the Effective Federal Funds Rate published on the fifth Business Day prior to such State Payment Date: 
 
 (i)in respect of the Fixed Rate Securities Guaranteed Value, 
 
 (A)in case of the first State Payment Date the sum of: 
*left blank intentionally*

*and*

 
 (B)for each subsequent State Payment Date the sum of: 
 
 I.an amount equal to three per cent. (3%) plus an additional margin of fifty basis points (0,5%) of the sum of 
 
 (x)the Fixed Rate Securities Guaranteed Value as at the first day of the State Funding Fee Calculation Period ending immediately prior to such State Payment Date; *plus*
 
 (y)the aggregate Principal Amount Outstanding of the IABF Fixed Rate Bonds as at the first day of the State Funding Fee Calculation Period ending immediately prior to suchState Payment Date; 
calculated over the relevant State Funding Fee Calculation Period ending immediately prior tosuch State Payment Date, on the basis of the Day Count Fraction; *plus*

 
 II.interest over the amount calculated under (I) above at the Effective Federal Funds Rate (for the avoidance of doubt, applying compound interest (*dagelijkseoprenting*)) from and including the last day of the relevant State Funding Fee Calculation Period to but excluding such State Payment Date, 
*minus*

 
 III.an amount equal to the interest due and payable on the IABF Fixed Rate Bonds on such State Payment Date; 
and 

 
 (ii)in respect of the Floating Rate Securities Guaranteed Value: 
 
 (A)in the case of the first State Payment Date, the sum of 
*left blank intentionally*

 
17 

 (B)in the case of any subsequent State Payment Date, the sum of: 
 
 I.a rate equal to USD-LIBOR-BBA plus an additional margin of fifty basis points (0,5%) of 
 
 (x)the Floating Rate Securities Guaranteed Value as at the first day of the State Funding Fee Calculation Period ending immediately prior to such State Payment Date;*plus*
 
 (y)the aggregate Principal Amount Outstanding of the IABF Floating Rate Bonds as at the first day of the State Funding Fee Calculation Period ending immediately prior to suchState Payment Date; 
calculated over the relevant State Funding Fee Calculation Period ending immediately prior tosuch State Payment Date, on the basis of the Day Count Fraction; *plus*

 
 II.interest over the amount calculated under (I) above at the Effective Federal Funds Rate (for the avoidance of doubt, applying compound interest (*dagelijkseoprenting*)) from and including the last day of the relevant State Funding Fee Calculation Period to but excluding such State Payment Date, 
*minus*

 
 III.an amount equal to the interest due and payable on the IABF Floating Rate Bonds on such State Payment Date; 
where in case of each 4.3(c)(ii)(A) and (B) the applicable USD-LIBOR-BBA in respect of a State Funding Fee Calculation Period is settwo Business Days prior to the first day of the relevant State Funding Fee Calculation Period. 

 
(d)In view of the intention expressed in Clause 4.7(d), should in respect of the Fixed Rate Securities Guaranteed Value or the Floating Rate Guaranteed Value the sumcalculated under Clause 4.3(c)(i) or Clause 4.3(c)(ii) result in a negative number, the State Instalment Amount will be automatically reduced by way of set-off with an amount equal to the difference between such negative amount and zero.
 
**4.4****Management Fee**
 
(a)The State shall pay a management fee (the **Management Fee**) with, according to calculations of ING Bank, a net present value of USD 444,000,000 at the Cut-off Date(discounted at three per cent. (3%) per annum). 
 
(b)The Management Fee is due in full on the Closing Date and will be paid to ING Bank. The Management Fee will be payable (*opeisbaar*) in instalments annually onthe State Payment Date immediately following the 26th of January of each calendar year, except that the first instalment will be payable on the State Payment Date falling in April 2009, each time in an amount calculated in accordance with thefollowing formula 
0.25% x (the Current Par Value of the Securities as per the 26th of January immediately precedingsuch State Payment Date). 

 
(c)
The instalments will be increased with a gross up amount representing the Effective Federal Funds Rate (for the avoidance of doubt, applying compoundinterest (*dagelijkse oprenting*)) over such 

 
18 

 amount calculated over the period from and including 25th January to but excluding the relevant State Payment Date, provided that the Effective Federal Funds Rate applicable to the periodstarting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such State Payment Date. 
 
(d)For the avoidance of doubt, no Management Fee shall be due or become payable (i) in respect of any period after the date upon which the Fair Market Value becomes dueand payable in accordance with the provisions of this Agreement, (ii) in respect of any period during which Guarantee Fees shall not be due and payable, and (iii) after the Final ING Payment Date. 
 
**4.5****Representation in respect of payment obligations**
The State hereby represents to ING Bank as per the Closing Date that its payment obligations under this Agreement are direct, valid and enforceable obligations of the State, not subject to further action bythe Dutch parliament. 

 
**4.6****IABF Bonds**
 
(a)Upon the satisfaction of the conditions precedent set out in 4.6(b) on or about the Completion Date, the State has issued to ING Bank or, subject to the prior writtenconsent of the State, any other wholly owned affiliate of ING Bank, the Original IABF Fixed Rate Bonds and the Original IABF Floating Rate Bonds on 21 February 2012. 
 
(b)The issue of the Original IABF Fixed Rate Bonds and the Original IABF Floating Rate Bonds were subject to the conditions precedent that: 
 
 (i)the Financial Guarantee had become effective; and 
 
 (ii)the State having received satisfactory evidence that the transfer of legal title of the shares in the capital of ING Bank, fsb to Capital One Financial Corporation or awholly owned subsidiary thereof had been completed. 
 
(c)The State shall issue on or as soon as practically possible, but in any case ultimately one Business Day, after the Universal Completion Date and after the GuaranteeAgreement (for the avoidance of doubt, including the amendment on or about the Universal Completion Date) has become effective, to ING Bank or, subject to the prior written consent of the State, any other wholly owned affiliate of ING Bank, furtherseries of bonds denominated in U.S. dollars, which will be fungible with the series of the Original IABF Fixed Rate Bonds (the **Further Issue IABF Fixed Rate Bonds**) and the Original IABF Floating Rate Bonds (the **Further Issue IABF FloatingRate Bonds**) (the Further Issue IABF Fixed Rate Bonds and the Further Issue IABF Floating Rate Bonds, the **Further Issue Registered Bonds**and each a **Series of Further Issue Registered Bonds**) with such maturity dates and principalamounts as set out in Part 1 and Part 2 of Schedule 6. The terms and conditions of the relevant Series of Further Issue Registered Bonds will be, upon issue, identical to the Registered Bonds of the same Series in all respects and are expressed tobe consolidated and form a single Series of Registered Bonds, from the date of issue, except for the date on which such Series of Further Issue Registered Bonds are issued, interest commencement dates and/or issue prices, which will be separatelydisclosed prior to the issue of such Series of Further Issue Registered Bonds. When the Further Issue Registered Bonds are issued, any reference to the Registered Bonds in this Agreement will include a reference to the Further Issue RegisteredBonds, unless the context requires otherwise. 
 
(d)The terms and conditions, form and denomination of each Registered Bond are or will be substantially in the form as set out in Schedule 5 to this Agreement.
 
19 

(e)The Registered Bonds will initially be evidenced by one or more Global Registered Bond Certificates, in the form set out in Schedule 2 to the Amended and Restated AgencyAgreement, exchangeable for Definitive Registered Bond Certificates as set out in the terms and conditions. 
 
(f)ING Bank agrees with the State that it will not transfer any Registered Bond without prior written consent of the State other than under a Financing Arrangement (asdefined below). The State hereby consents to transfers (in whole or in part) of the Registered Bonds to ING Bank or ING Groep or any other wholly owned affiliates of ING Bank. Furthermore, the State hereby consents to ING Bank or such ING entitiesentering into securities lending and/or repurchase (repo) arrangements (hereinafter **Financing Arrangements**) in respect of such Registered Bonds, (including any transfer thereof fur such purposes), with professional market parties or,after the prior written approval of the State, any other financing arrangements using the Registered Bonds as collateral. 
 
(g)The State shall not incur any liability towards any ING Party in case of a delay in the issue of the Registered Bonds (in whole or in part) for whatever reason other thangross negligence, fraud and wilful misconduct on the part of the State. 
 
(h)No ING Party shall undertake any action or omit to take any action in relation to any transaction involving the Registered Bonds (other than the initial issue thereof bythe State to ING Bank) that will or may result in a violation by the State of any United States Federal or State securities laws or any other securities laws in any relevant jurisdiction. 
 
**4.7****Amendment of IABF Receivables**
 
(a)For the avoidance of doubt, pursuant to the definition of Fixed Rate Securities Guaranteed Value (and as consideration for the issue of the IABF Fixed Rate Bonds by theState to ING Bank), the Fixed Rate Securities Guaranteed Value shall be decreased by the sum of the Principal Amounts Outstanding at the issue dates of the IABF Fixed Rate Bonds as set out in such definition; and 
 
(b)For the avoidance of doubt, pursuant to the definition of the Floating Rate Securities Guaranteed Value (and as consideration for the issue of the IABF Floating Rate Bondsby the State to ING Bank) the Floating Rate Securities Guaranteed Value shall be decreased by the sum of the Principal Amounts Outstanding at the issue dates of the IABF Floating Rate Bonds, as set out in such definition; and
 
(c)ING Bank will, at the request of the State, provide copies of any Financing Arrangements entered into by it or its affiliate in respect of the Registered Bonds, to theState or the auditor appointed by the State. 
 
(d)For the avoidance of doubt, and to ensure that there shall be no double-counting, the Parties agree that the amendment of the payment obligations of the State under thisAgreement shall in no event result in indebtedness of the State towards any ING Party hereunder that exceeds, nor an in indebtedness of the State towards any ING Party hereunder that is lower than the indebtedness of the State towards the INGParties hereunder if such amendment had not been made. 
 
**4.8****Redemption of Registered Bonds**
 
(a)Upon redemption of maturing Registered Bonds: 
 
 (i)pursuant to the definition of Floating Rate Securities Guaranteed Value or Fixed Rate Securities Guaranteed Value, respectively the Floating Rate Securities GuaranteedValue (in case of maturing IABF Floating Rate Bonds) or the Fixed Rate Securities Guaranteed Value (in case of maturing IABF Fixed Rate Bonds), as applicable, shall increase with an amount equal to the relevant Principal Amounts Outstanding ofthe maturing Registered Bonds, as set out in such definitions; and 
 
20 

 (ii)pursuant to the definitions of Minimum Remaining Fixed Rate Guaranteed Value, Maximum Remaining Fixed Rate Guaranteed Value, Minimum Remaining Floating Rate GuaranteedValue and/or Maximum Remaining Floating Rate Guaranteed Value, as applicable, these values shall increase with an amount equal to the Principal Amounts Outstanding of the maturing Registered Bonds as set out in such definitions.
 
(b)In case ING Bank does not or only pay part of the amount under Clause 5.1(d) when due, the parties agree for the avoidance of doubt, that pursuant to the definitions ofFloating Rate Securities Guaranteed Value (in case of maturing IABF Floating Rate Bonds) or Fixed Rate Securities Guaranteed Value (in case of maturing IABF Fixed Rate Bonds) as well as Minimum Remaining Fixed Rate Guaranteed Value, MinimumRemaining Floating Rate Guaranteed Value, Maximum Remaining Fixed Rate Guaranteed Value and/or Maximum Remaining Floating Rate Guaranteed Value, these values, as applicable, shall upon redemption by the State of the relevant maturing RegisteredBonds, be reduced with an amount equal to the unpaid amount. The State shall not owe any Break Costs as a result of such reduction. 
 
**4.9****Calculation of Funding Fee**
Each calculation of the amount of the Funding Fee (the **Funding Fee Calculation**) will be initially made by the State and put forward toING Bank on the relevant State Instalment Announcement Date. Where ING Bank disputes the Funding Fee Calculation, which dispute cannot be resolved within twenty-four (24) hours, then the Parties shall forthwith jointly appoint an independentthird party investment bank (the **Funding Fee Calculation Agent**) that will perform the relevant Funding Fee Calculation. The determination of the Funding Fee Calculation Agent shall be final and binding absent manifest error. The Parties shallgive all reasonable cooperation to the Funding Fee Calculation Agent in order to permit the Funding Fee Calculation Agent to perform its task diligently and expediently. The reasonable fees and other costs of the Funding Fee Calculation Agent shallbe borne by ING Bank. 

 
**5.****PAYMENTS BY ING BANK**
 
**5.1****Payment of State Entitlement**
 
(a)On each ING Payment Date, no later than noon, ING Bank will pay to the State an amount equal to: 
 
 (i)the aggregate State Entitlement for each day during the ING Calculation Period ending immediately prior to such ING Payment Date; and 
 
 (ii)the aggregate of the Interest Amounts accrued each day on the amounts referred to in Subclause (i) above (for the avoidance of doubt, applying compound interest(*dagelijkse oprenting*)) to but excluding the ING Payment Date, provided that the Effective Federal Funds Rate (as used in the calculation of the Interest Amount for any given date) applicable to the period starting five Business Days prior tothe relevant ING Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such ING Payment Date. 
 
(b)Notwithstanding anything in this Agreement to the contrary, any interest accrued on any Security up to but excluding the Cut-off Date, regardless of when such interest ispaid by the Obligor, will not be required to be paid to the State and any principal payable on any Security through and including the Cut-off Date will not be required to be paid to the State. 
 
(c)
If all or any portion of a payments and distributions under any Security received by ING Bank and paid to the State pursuant to this Clause 5.1 is legallyrequired to be returned or disgorged by ING Bank (other than in circumstances where such obligation to return or disgorge is attributable to any failure to act, breach of contract or negligence on the part of any ING Party, or any affiliate of any

 
21 

 ING Party), then ING Bank shall promptly comply with such obligation and the State shall, subject to receipt of satisfactory evidence to that effect, promptly return such payment or distribution(or portion thereof) to ING Bank together with related interest and charges that ING Bank is required to pay in respect of the relevant Security, provided that no related interest or charges shall be payable by the State if and to the extentthat payment thereof is attributable to any failure to act, breach of contract or negligence on the part of any ING Party or any affiliate of any ING Party. 
 
(d)On the Business Day prior to each State Payment Date, ING Bank will no later than 14.00 NY time pay into such bank account as indicated by the State, an amount equal tothe Principal Amounts Outstanding of the Registered Bonds maturing on such State Payment Date. Any overnight interest actually received by the State from the bank concerned on the amount of such payment over the period from payment hereof up to therelevant State Payment Date by the State will be passed on by the State to ING Bank upon receipt. 
 
**5.2****Guarantee Fees**
 
(a)ING Bank will pay to the State a guarantee fee (the **Guarantee Fee**) with, according to calculations of ING Bank, a net present value of USD 977,000,000 at theCut-off Date (discounted at three per cent. (3%) per annum). 
 
(b)The Guarantee Fee is due on the Closing Date, but payable (*opeisbaar*) annually in instalments until the earlier of 26 January 2048 or the Final ING PaymentDate on the first State Payment Date immediately following the 26th of January, except that the first instalment will be payable on the State Payment Date falling in April 2009, each such instalment calculated in accordance with the followingformula: 
0.55% x (the Current Par Value of the Securities as per the 26th of January immediately preceding suchState Payment Date). 

 
(c)The instalments will be increased with a gross up amount representing the Effective Federal Funds Rate (for the avoidance of doubt, applying compound interest(*dagelijkse oprenting*)) over such amount calculated over the period from and including 25th January to but excluding the relevant ING Payment Date, provided that the Effective Federal Funds Rate applicable to the period starting fiveBusiness Days prior to the relevant ING Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such ING Payment Date. 
 
(d)For the avoidance of doubt, the Guarantee Fees shall not be due and payable (1) in respect of the period after the date upon which the Fair Market Value has been paidby ING Bank to the State in accordance with the provisions of this Agreement, (2) in respect of any period during which Management Fees shall not be due and payable, and (3) after the Final ING Payment Date. 
 
(e)If the Final ING Payment Date falls after 25 January 2048, the excess if any of (i) USD 977,000,000 (being the net present value of the Guarantee Fee asdetermined by ING Bank) and (ii) the net present value of all instalments in respect of the Guarantee Fee actually paid under this Clause 5.2 (discounted back to the Cut-off Date at three per cent. (3%) per annum), is due and payable.
 
**5.3****Additional Annual Payment Obligations of ING Groep**
ING Groep shall pay to the State an additional guarantee fee payable annually on the first State Payment Date immediately following the 26th of January in each year until the earlier of 26 January 2048or the latest Final ING Payment Date, equal to an amount calculated in accordance with the following formula: 

0.826% x (theCurrent Par Value of the Securities as per the 26th of January immediately preceding such State Payment Date)) 

 
22 

in each case increased with a gross up amount representing the Effective Federal Funds Rate(for the avoidance of doubt applying compound interest (*dagelijkse oprenting*)) over such amount calculated over the period from and including 25th January to but excluding the relevant State Payment Date, provided that the EffectiveFederal Funds Rate applicable to the period starting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such State Payment Date. 

 
**5.4****Additional Adjustment Figure**
The additional 0,826% fee set out in Clause 5.3 above, which represents an additional guarantee fee, includes a 15.6 basis points adjustment(the **Additional Adjustment Figure**) on the Guarantee Fee relating to the period between 26 January 2009 and 26 January 2010, representing a net present value of USD 250,000,000 as per 26 January 2010. 

In the event that this Agreement is prematurely terminated partially or in whole, ING Groep shall pay to the State on the third Business Dayafter such premature termination an amount equal to the difference between the amount of USD 250,000,000 and the sum of all amounts paid by ING Groep to the State in respect of the Additional Adjustment Figure, each of which shall have beendiscounted back to 26 January 2010 using the Daily Treasury Yield Curve as published by the United States Treasury Department, applicable to 26 January 2010. 

 
**5.5****Additional Monthly Payment Obligations of ING Groep**
ING Groep shall pay to the State on each State Payment Date: 

 
 (i)in respect of the Fixed Rate Securities Guaranteed Value the sum of: 
 
 (A)an additional margin of fifty basis points (0,5%) of the sum of 
 
 I.the Fixed Rate Securities Guaranteed Value as at the first day of the State Funding Fee Calculation Period ending immediately prior to such State Payment Date; *plus*
 
 II.the aggregate Principal Amount Outstanding of the IABF Fixed Rate Bonds as at the first day of the State Funding Fee Calculation Period ending immediately prior to suchState Payment Date; 
calculated over the relevant State Funding Fee Calculation Period ending immediately prior tosuch State Payment Date, on the basis of the Day Count Fraction; *plus*

 
 (B)interest over the amount calculated under (ii)(A) above at the Effective Federal Funds Rate (for the avoidance of doubt, applying compound interest (*dagelijkseoprenting*)) from and including the last day of the relevant State Funding Fee Calculation Period to but excluding such State Payment Date, provided that the Effective Federal Funds Rate (as used in the calculation of the Interest Amount for anygiven date) applicable to the period starting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such State Payment Date;
and 

 
 (ii)in respect of the Floating Rate Securities Guaranteed Value the sum of: 
 
 (A)an additional margin of fifty basis points (0,5%) of 
 
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 I.the Floating Rate Securities Guaranteed Value as at the first day of the State Funding Fee Calculation Period ending immediately prior to such State Payment Date;*plus*
 
 II.the aggregate Principal Amount Outstanding of the IABF Floating Rate Bonds as at the first day of the State Funding Fee Calculation Period ending immediately prior to suchState Payment Date; 
calculated over the relevant State Funding Fee Calculation Period ending immediately prior tosuch State Payment Date, on the basis of the Day Count Fraction; *plus*

 
 (B)interest over the amount calculated under (A) above at the Effective Federal Funds Rate (for the avoidance of doubt, applying compound interest (*dagelijkseoprenting*)) from and including the last day of the relevant State Funding Fee Calculation Period to but excluding such State Payment Date, provided that the Effective Federal Funds Rate (as used in the calculation of the Interest Amount for anygiven date) applicable to the period starting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such State Payment Date.
 
**5.6****Joint liability of ING Bank**
ING Bank is jointly and severally liable (*hoofdelijk aansprakelijk*) for the performance of the obligations of ING Groep under or inconnection with Clause 5.3 to Clause 5.6 of this Agreement. 

 
**5.7****Joint liability of ING Groep**
 
(a)ING Groep is jointly and severally liable (*hoofdelijk aansprakelijk*) for the performance of the obligations of ING Bank to the State under or in connection withthis Agreement. 
 
(b)If ING Groep makes any payment to the State pursuant to its joint and several liability hereunder, and as a result of or in connection with such payment ING Groep has arecourse claim against ING Bank (a **recourse claim**), the Parties hereto irrevocably agree that (i) such recourse claim will be subordinated in all respects to any claims that the State has or may in the future obtain against ING Bankunder or in connection with the Transaction Documents (a **senior State claim**), (ii) such recourse claim will not be instituted against ING Bank unless and until any senior State claims have been discharged in full to the satisfaction ofthe State, and (iii) such recourse claim will not be submitted in any insolvency of ING Bank in competition with or otherwise in a manner detrimental to any senior State claim, provided however that such claim may be submitted to the insolvencytrustee, subject to compliance with any instructions by the State in respect thereof, if the foregoing conditions are satisfied. 
 
**5.8****Recoveries in the form of settlement or litigation proceeds**
ING Bank undertakes to pay to the State any amounts received by it, a US Company or an affiliate of ING Bank as recoveries, including but not limited to recoveries from settlements or litigations, in respectof the Securities. ING Bank also undertakes to pay to the State any amounts received by it, a US Company or an affiliate of ING Bank as recoveries, including but not limited to recoveries from settlements or litigations, in respect of or any“Security” as defined in the Facility Agreements that is not a Security, provided that the amount to be paid by the State will be limited to the amount to which the State would have been entitled under the Facility Agreements. Suchpayments shall be made on the date of receipt of such amounts or such other date as agreed between the Parties. 

 
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**6.****SECURITY**
ING Bank has agreedand is pursuant to the Security Documents obliged, to grant first ranking security to the State over ING Bank’s rights in respect of the Securities. Upon request of the State based on reasonable doubt as to the validity and enforceability ofthe existing security over the Pledged Assets of ING Bank and after having given ING Bank the opportunity to cure defects in respect of, or perfect or create such security over the Pledged Assets), ING Bank and/or ING Groep will provide – orcause any affiliate to provide – such alternative first ranking security over such assets as the State may request to secure their respective (net) payment obligations towards the State under the Transaction Documents. 

 
**7.****REPORTING AND INFORMATION**
 
**7.1****Reporting requirements**
INGBank will provide the State with regular reports in such format, containing such data (for the avoidance of doubt, such data includes, but is not limited to, the information and data relating to and supporting the calculation of the Current ParValue per Security as of the 26th of January of each calendar year or as often as the State may reasonably request) and with such frequency as will correspond to ING’s current own internal reporting systems, provided however that ING’sreporting systems will for the purposes of this Clause be adjusted to accommodate the State’s requirements from time to time. In addition, ING Bank will provide the State with monthly reports in such format, containing such data as the Statemay reasonably request showing the Security Losses as defined in the Guarantee Agreement. 

 
**7.2****Investor Reports etc**
 
(a)ING Bank shall furnish to the State copies of all investor reports received after the Cut-off Date from or on behalf of the Obligors in respect of the Securities, as wellas copies of written notifications made by or on behalf of such Obligors in respect of the Securities, it being understood and agreed that to the extent any such report is posted on a publicly accessible website, ING Banks may provide the State witha link to that website in lieu of a copy of such report. 
 
(b)ING Bank shall, ultimately one Business Day prior to the relevant State Instalment Date, report to the State the amount ING Bank will pay as referred to in Clause 5.1(a)and Clause 5.1(d). 
 
**7.3****Additional Information**
Forthwith upon becoming aware thereof, an ING Party will inform the State of any information which will or may reasonably be expected to havea significant negative effect on the value of any one or more of the Securities or the interests of the State under this Agreement and which information is of such a nature that it would typically be sent to higher management within the ING Party.For the purposes of this Clause 7.3, the expression “higher management” means the level of any so-called Asset and Liability Committee or replacement or similar internal body at the relevant ING Party and any senior authority tasked withevaluating and/or taking decisions on such matters. 

 
**7.4****Auditor Access**
Each ING Partywill be obliged to grant access to auditors of the State to such books and records and procedures and to the premises where the servicing of the Securities take place as reasonably requested within three (3) Business Days of such request. Theauditors of the State have the right to audit the control environment and control activities relating to the servicing of the Securities. This includes (without limitation) the right to interview management and staff and to examine records andsystems. 

 
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**7.5****Management Certificate and Control Environment**
ING Bank will procure that the State will be provided annually with a management certificate, signed for approval by a member of the Board of Directors of ING Groep, in respect of the portfolio management,reporting and control in such form and substance as separately agreed between the Parties. 

 
**7.6****Assurance report from external auditor**
ING Bank shall procure that an external auditor will annually and at the expense of ING Bank, prepare and deliver to the State an assurance report in respect of the information on theSecurities and the portfolio provided to the State by ING Bank. Such assurance report shall be prepared on the basis of the format as has been agreed between the State and ING Bank for the calendar year 2009 including themateriality criteria as determined by the State, but subject to such amendments as to form, content and materiality criteria as the State may reasonably request from time to time. ING Bank shall procure that an external auditordelivers such assurance report in respect of the relevant calendar year to the State by no later than 22 February in the following year and the first such assurance report, in respect of the calendar year 2009, shall be deliveredto the State by no later than 2 March 2010. 

 
**7.7****No administrative and operational changes following contract transfers by ING Support Holding**
 
(a)ING Bank will ensure that the contract transfers by ING Support Holding to ING Bank will have no adverse impact for the State in terms of operational processes withoutconsent of the State. Any instructions or information required to be given by the State under this Agreement may be given to ING Bank. 
 
(b)The ING Parties have proposed to the State to agree to certain changes in relation to the administration and servicing of the Securities. These changes are set out inSchedule 7. The State has agreed to such changes being carried through, subject to certain conditions as set out in that Schedule 7. ING Bank covenants and agrees that such changes shall be carried out in accordance with such proposals (to theextent accepted by the State) and that such changes shall be implemented in accordance with such conditions, and ING Bank agrees to indemnify the State for any damages that the State may incur as a consequence of the implementation of such changesand any non compliance with such conditions. ING Bank agrees that external accountants Ernst & Young shall verify that controls and procedures that shall be in place upon such change in administrative and operational changes are at adequatelevels reasonably acceptable to the State. Agreements to be entered into with third parties to effect such changes shall be consistent with the terms of this Agreement, including without limitation the relevant terms of Schedule 7, and with theterms of the Security Documents. 
 
**8.****PAYMENTS**
 
**8.1****Place**
 
(a)All payments made under this Agreement (for the avoidance of doubt, excluding those under the Registered Bonds) by the State, ING Bank or ING Group will be made directlyfrom the relevant payor to the relevant payee. 
Payments made by or on behalf of the State into the relevant accountnotified in writing by ING Bank and ING Groep, respectively, will be valid (*bevrijdend*) and the State will be fully discharged (*gekweten*) from the relevant payment obligation upon payment to ING Bank or ING Groep, as the case may be,into such account. Payments by or on behalf of an ING Party to the State will be valid (*bevrijdend*) and constitute full discharge (*kwijting*) from the relevant payment obligation only upon

 
26 

actual receipt by the State into such account held in the name of the State as designated by the State (which account will at Closing be a US Dollar account with Citi in New York, NY, USA,account number: 36916029, account name: Dutch State Treasury Agency Mortgages). If the State so directs by not less than three (3) Business Days prior written notice to ING Bank, payments made by ING Groep or ING Bank or any other person otherthan the State owing to the State shall not be made into the account mentioned in above but shall be made directly into such account held in the name of the State as designated by the State. 

 
(b)Bank accounts may be changed by any Party in writing and with not less than five (5) Business Days’ prior notice. 
 
**8.2****Taxes**
 
(a)With respect to the payment of any funds or other property under this Agreement, (i) the Party required to deliver such payment may withhold therefrom any taxrequired by law to be withheld, and such withheld amount shall be treated as having been delivered by such Party in accordance with any requirements imposed under this Agreement, and (ii) the Party withholding such tax from such payment willdeliver the withheld amount to the appropriate taxing authority in a timely and proper fashion. 
 
(b)The Party required to deliver such payment shall use its reasonable endeavours to avoid the imposition of a withholding tax on such payment or to reduce as much aspossible the imposition of a withholding tax on such payment if and to the extent permitted by applicable law. 
 
(c)If a withholding of tax is made in respect of any payment and the Party receiving the payment takes the view that it is entitled to a full or partial refund of such taxwithheld, then the Party making the payment shall be required to provide its full assistance to the other Party with respect to its claim for a refund of the tax withheld. 
 
(d)The Parties agree that all fees payable under this Agreement are exclusive of and exempt from VAT. 
 
**8.3****Interest on overdue amounts**
 
(a)If an ING Party fails to pay any amount payable by it under this Agreement, it must immediately on demand by the State pay interest on the overdue amount from its due dateup to, but not including, the date of actual payment, both before, on and after judgment. 
 
(b)The interest margin on an overdue amount is payable in respect of each day on which an amount due and payable by ING Bank hereunder remains outstanding, and will be equalto one per cent. (1%) per annum above the Effective Federal Funds Rate on each day on which such amount remains outstanding. For this purpose: 
 
 (i)each day on which such amount remains outstanding shall be a Reset Date; and 
 
 (ii)interest (if unpaid) on an overdue amount will be compounded daily up to, but not including, the date of actual payment with that overdue amount and will remainimmediately due and payable. 
 
**8.4****Funds**
Payments under thisAgreement must be made for value on the due date at such times and in such funds as is customary at the time for the settlement of transactions in that currency in the place for payment. 

 
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**8.5****Currency**
 
(a)Amounts payable in respect of taxes, fees, costs and expenses are payable in the currency in which they are incurred. 
 
(b)Each other amount payable under the Transaction Documents is payable in USD. 
 
**8.6****Business Days**
Unless thisAgreement provides otherwise, if a payment under the Transaction Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the precedingBusiness Day (if there is not). 

 
**8.7****Timing of payments**
If thisAgreement does not provide for when a particular payment is due, that payment will be due within three (3) Business Days of demand by the payee. 

 
**9.****REPRESENTATIONS AND WARRANTIES**
 
**9.1****Representations and warranties**
The representations and warranties set out in this Clause 9.1 are made by each ING Party to the State and, where the representation and/orwarranty is expressed to apply to any other member of the Group, ING Bank must ensure that such member of the Group ensures that such representation and/or warranty is true accurate in all respect on each day on which such representation andwarranty is deemed to be repeated by ING Bank. 

Unless a representation and warranty is expressed to be given at a specific date,each representation and warranty is deemed to be repeated by the ING Parties on each day from and including the Closing Date to and including the day on which all payment obligations arising from this Agreement are paid in full. 

 
**9.2****Representations – General**
 
**(a)****Status**
 
 (i)Each of the ING Parties is duly incorporated and validly existing under the laws of the Netherlands. 
 
 (ii)Each ING Party has the power to carry on its business as it is being conducted. 
 
 (iii)ING Bank has the power to own its assets and carry on its business as it is being conducted. 
 
**(b)****Power and authority**
Each INGParty has the power to enter into and perform, and has taken all necessary action to authorise the entry into, execution and performance of, the Transaction Documents to which it is or will be a party and the transactions contemplated by thoseTransaction Documents. 

 
**(c)****Authorisations**
Allauthorisations required by each ING Party in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents have been obtained or effected (as appropriate) and are in fullforce and effect. 

 
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**(d)****Due execution, legal validity**
Each Transaction Document has been, or will be, duly executed, and to the extent applicable, delivered by each ING Party which is a partythereto, and constitutes a valid and binding agreement of such ING Party, enforceable against such ING Party in accordance with its terms, subject to bankruptcy, insolvency, rehabilitation, liquidation, fraudulent transfer, reorganization,moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

 
**(e)****Non-conflict**
The execution,delivery and performance of the Transaction Documents to which it is a party does not, and the consummation of the transactions contemplated thereby will not, constitute or result in (i) a breach or violation of, or a default under, thegoverning documents of such ING Party or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or thecreation of an Encumbrance on any of the assets of such ING Party or another material member of the Group pursuant to any agreement, lease, license, contract, Bond, mortgage, indenture, arrangement or other obligation binding upon such ING Party orother member of the Group, except, in the case of Subclause (ii) above, for any such breach, violation, termination, default, creation or acceleration that would not have a Material Adverse Effect. 

 
**(f)****No Violation**
The executionand, to the extent applicable, delivery of the Transaction Documents to which it is a party and the performance of the transactions contemplated thereby by each ING Party will not violate or result in a breach of or constitute a default under anylaw, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree to which such party is subject, except for violations, breaches or defaults that, individually or in the aggregate that would not have a Material Adverse Effect.

 
**(g)****No Default**
No Event of Defaultunder this Agreement has occurred and is continuing and, to the best of each ING Party’s knowledge, no status or condition exists which, with the giving of notice or the passage of time or both, would constitute an Event of Default under thisAgreement. 

 
**(h)****Litigation**
No litigation,arbitration or administrative proceedings against any member of the Group has been started or, to the best of its knowledge, threatened, which have or, if adversely determined, are reasonably likely to have a Material Adverse Effect. 

 
**(i)****No Filing or Stamp Duty**
Inorder to ensure the legality, validity, enforceability or admissibility into evidence of the Transaction Documents (excluding the US Security Agreement and the 2012 Deed of Disclosed Pledge), such Transaction Documents (excluding the US SecurityAgreement and the 2012 Deed of Disclosed Pledge) do not need to be filed or recorded with any court or other authority in the Netherlands or the United States, nor does any stamp or similar tax need to be paid in the Netherlands or the United Stateson or in respect of the Transaction Documents. 

 
**(j)****Ranking of obligations**
 
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Each ING Party’s payment obligations under the Transaction Documents shall at all timesrank at least *pari passu* with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies or financial institutions generally. 

 
**(k)****Ranking of security**
Thesecurity created pursuant to the US Security Agreement and/or the 2012 Deed of Disclosed Pledge creates a first ranking or first and sequentially lower ranking security right over the assets described therein in favour of the State. 

 
**(l)****Information Accurate**
 
 (i)All information (other than the Description of Securities which is covered by Clause 9.3(e)) supplied by or on behalf of an ING Party to the State in connection with theTransaction Documents is true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given; and 
 
 (ii)it has not omitted to supply any information which, if disclosed, might make the information supplied untrue or misleading in any material respect.
 
**(m)****Securities**
The Securitieslisted in Schedule 2 to this Agreement comprise 80% of the Securities referred to in Schedule 2 of the Facility Agreements with respect to the US Companies (other than ING Bank, fsb) and 100% of the Securities referred to in Schedule 2 of theFacility Agreement with respect to ING Bank, fsb, in each case immediately prior to the amendment effectuated on the Universal Completion Date and the Securities are and will remain to be recorded and administered in the Account as defined in therelevant Account Control Agreement subject to any divestment in accordance with this Agreement. 

 
**9.3****Representations and Warranties Securities**
 
**(a)****Ownership of the Securities**
ING Bank Owns the Securities and has good and valid title to the Securities and each Security is capable of being sold and assigned withoutrestrictions (other than pursuant to generally applicable laws on securities trading). 

 
**(b)****Absence of encumbrances**
Otherthan a Permitted Encumbrance, the Securities are free and clear of any Encumbrances and attachments and no rights have been granted in favour of any third party with regard to the acquisition or Encumbrances in respect of the Securities. 

 
**(c)****Legal and valid obligations of Obligors**
 
 (i)In the case of Securities that are debt securities, such Securities are legal, valid and binding obligations of the Obligors enforceable against the Obligors in accordancewith their terms, and 
 
 (ii)in the case of Securities that are not debt securities, such Securities have been validly issued and are entitled to the benefits of the trust agreement or otherconstituent documents under which such Securities have been issued, 
 
30 

subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratoriumand similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

 
**(d)****No breach of obligations by Obligors**
As of the Cut-off Date, (i) no Obligor has breached any obligation binding on it in accordance with the terms and conditions of any of the Securities and (ii) no event of default has occurred withrespect to any of the Securities (as defined in the relevant terms and conditions of the Securities) except such defaults or breaches that are the result of circumstances or events that constitute a credit risk within the meaning of IFRS 7, appendixA. For the avoidance of doubt, this representation shall be given as of 31 March 2009 and shall not be deemed to be repeated at any other date. 

 
**(e)****Correctness of Description of Securities**
The information set forth on the Description of Securities is true and correct in all material respects as of the Cut-off Date or such other date as may be indicated in such description and none of theSecurities are defective so as to result in payments under the Securities not being made when due and payable as a result of circumstances or events that would not constitute a credit risk within the meaning of IFRS 7, Appendix A. 

 
**10.****COVENANTS**
 
**10.1****General**
Each of ING Groep andING Bank agrees to be bound by the covenants set out in this Clause relating to it and, where the covenant is expressed to apply to any other member of the Group, ING Groep and ING Bank must ensure that such entity performs that covenant.

 
**10.2****Prudent investor**
ING Bankwill, other than when acting on instructions from the State pursuant to this Agreement or otherwise complying with obligations under this Agreement, exercise its respective rights and discretions under the Securities in the same manner as a prudentand diligent investor in the Securities acting for its own risk and account would do assuming no participation or guarantee or similar arrangement existed. Each ING Party shall ensure that ING Bank shall not take any action in relation to theSecurities that is inconsistent with the provisions of this Clause 10.2. 

 
**10.3****Pari passu ranking**
Each of INGGroep and ING Bank must ensure that its payment obligations under the Transaction Documents at all times rank at least *pari passu* with all its other present and future unsecured payment obligations, except for obligations mandatorilypreferred by law applying to companies or financial institutions generally. 

 
**10.4****Supporting Dutch lending business**
ING Groep undertakes to support the growth of the Dutch lending to corporates and consumers (including mortgages) for an amount of EUR 25 billion, on market conforming terms. 

 
**10.5****Dutch Guarantee Scheme**
INGGroep will (or will cause ING Bank to) pro-actively use EUR 10 billion of the Dutch Guarantee Scheme over 2009. 

 
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**10.6****Maintaining PIN payment system**
ING Groep covenants that the Group will maintain the Dutch payment system PIN on its payment debit cards as long as other marketparticipants, representing a substantial market share in the Netherlands, are still making use of this payment system. 

 
**10.7****Notification of Default and breach of representations, warranties and covenants**
Each ING Party must notify the State (with a copy to the other Parties) of (a) any Default and/or (b) any breach of anyrepresentation, warranty or covenant provided under this Agreement (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless such ING Party is aware that the State has already been informed).

 
**10.8****State Aid Requirements**
If andto the extent the State is subjected to requirements (collectively: **State Aid Requirements**) by the European Commission (or any agency thereof) or as otherwise legally required or by virtue of the application of any applicable statuteimplementing Article 87 of the 1957 Treaty of Rome to amend this Agreement or to take other action with respect to the transactions contemplated by this Agreement, the parties shall convene and negotiate in good faith whether and if so how the termsof this agreement can to the satisfaction of the Parties be amended to accommodate the State Aid Requirements, provided always that: 

 
 (a)the State shall under no circumstances be required to accept amendments which in the opinion of the State result or may result in an increased economic or legal exposureof the State under the transactions concerned; and 
 
 (b)compliance with State Aid Requirements shall be fully for the risk and account of the ING Parties and consequently the State shall not be responsible or liable for anycosts, damages, claims or losses that any of the ING Parties may incur in connection with State Aid Requirements or amendments made or actions taken as a consequence thereof. 
The State undertakes not to accept or propose State Aid Requirements without prior consultation with ING Groep. ING Groep is entitled, if sopermitted by the EU Commission, to participate in discussions between the State (or State Agency) and the EU Commission concerning or relating to State Aid Requirements. To the extent ING Groep is not participating in suchdiscussions, the State will keep ING Groep fully informed thereof. 

 
**11.****GOVERNANCE**
 
**11.1******Each of the ING Parties agrees that:****
 
 (a)the governance and remuneration clauses as set out in schedule 3 to the Securities Agreement will apply equally for the duration of this Agreement, irrespective of theduration of the Securities Agreement (and such schedule is deemed to be repeated and incorporated by reference herein); 
 
 (b)the executive board of ING Groep shall forego all bonuses and entitlements to bonuses (including to monetary payments, options shares and other equivalent remuneration)payable in and/or calculated with reference to performance in 2009 and for all subsequent years until such time as the supervisory board of ING Groep has adopted and approved a remuneration policy in accordance with the provisions of the SecuritiesAgreement (the **New Remuneration Policy**); 
 
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 (c)ING Groep will continue pro-actively to cooperate to deliver positive communication on the foregoing of bonuses (both intra-Group and externally);
 
 (d)any New Remuneration Policy will include objectives relating to corporate and social responsibility; and 
 
 (e)the appointment of any new chief executive officer of the executive board of ING Groep shall not be made without the prior written approval of the State nominee (acting inits sole and absolute discretion). 
 
**11.2**Without limitation of Clause 11.1 and for the avoidance of doubt, ING Groep confirms it will cooperate with the implementation of and comply with thearrangements laid down or arising from the agreement reached between the Dutch financial sector and the Minister of Finance dated 30 March 2009 as laid down in the document “*verklaring van de financiële sector en deminister van Financiën*”. 
 
**12.****DEFAULT**
 
**12.1****Events of Default**
 
(a)The occurrence of any of the events or circumstances set out in this Clause 12.1 and notification thereof to ING Bank whilst the same is outstanding (other than 12.1(b),which does not need to still be outstanding when the notification is given) to each ING Party constitutes an Event of Default. 
 
(b)**Non-payment**
ING Bank (oranother party on its behalf) or ING Groep does not pay on the due date any amount payable by it under (i) this Agreement in the manner required under this Agreement or (ii) under the Guarantee Agreement, unless the non-payment: 

 
 (i)is caused by technical or administrative error and is remedied within three (3) Business Days of the due date; or 
 
 (ii)is caused by a Disruption Event and is remedied within three (3) Business Days after the Disruption Event has ended. 
 
(c)**Breach of other obligations**
AnING Party does not comply with any term of the Transaction Documents (other than any term referred to in Clause 12.1(b) (Non-payment)) unless the non-compliance: 

 
 (i)is capable of remedy; and 
 
 (ii)is remedied within ten (10) Business Days of the earlier of the State giving notice of the failure to comply to the relevant ING Party and such ING Party becomingaware of the non-compliance. 
 
(d)**Misrepresentation**
Arepresentation or warranty under Clause 9 (Representations and Warranties) made or deemed to be repeated by an ING Party in any Transaction Document or in any document delivered by or on behalf of an ING Party under any Transaction Document isincorrect or misleading in any material respect when made or deemed to be repeated. Provided that in the event of a representation or warranty under Subclause 9.3 being incorrect or misleading this event will constitute an Event of Default onlywhere the State determines, in its sole and absolute discretion, that this event relates to 

 
33 

a material number of Securities (and, for the avoidance of doubt, if this event does not relate to a material number of Securities as so determined by the State, the State may exercise itsindemnity rights under Clause 17.1(c)). 

 
(e)**Insolvency**
Any of thefollowing occurs in respect of an ING Party: 

 
 (i)it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due or insolvent; 
 
 (ii)it admits its inability to pay its debts as they fall due; or 
 
 (iii)it suspends making payments on any of its debts or announces an intention to do so by reason of anticipated financial difficulties, except where such suspension ispermitted by the instrument under which such debt is issued. 
 
(f)**Insolvency proceedings**
 
 (i)Except as provided below, any of the following occurs in respect of an ING Party: 
 
 (A)any step is taken by its management board with a view to the suspension of payments, a moratorium or a composition, compromise, assignment or similar arrangement with anyof its creditors; 
 
 (B)a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a courtor any registrar for, its winding-up, administration or dissolution or any such resolution is passed (provided that if a meeting of shareholders is convened by shareholders who represent no more than 0.1% of the outstanding voting shares of theentity concerned and whose motives are manifestly frivolous this will not constitute an Event of Default); 
 
 (C)any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration or dissolution; 
 
 (D)any security interest is enforced (*uitwinnen*) over any of its material assets; 
 
 (E)an order for its winding-up, administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) is made;
 
 (F)any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respectof it or any of its assets; 
 
 (G)its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicialcustodian, compulsory manager, receiver, administrative receiver, administrator or similar officer (provided that if such request is made by shareholders who represent no more than 0.1% of the outstanding voting shares of the entity concerned andwhose motives are manifestly frivolous this will not constitute an Event of Default); or 
 
 (H)any other analogous step or procedure is taken in any jurisdiction. 
 
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 (ii)Paragraph (i) above does not apply to: 
 
 (A)any step or procedure which is part of a Permitted Transaction; or 
 
 (B)any petition for bankruptcy, insolvency, or winding-up, administration or dissolution or other occurrence as described in paragraph (i)(B) above that (I) is beingcontested in good faith and with due diligence or (II) is discharged or struck out within thirty days. 
 
(g)**Effectiveness of Transaction Documents**
 
 (i)It is or becomes unlawful for an ING Party to perform any of its obligations under the Transaction Documents to which it is a party. 
 
 (ii)Any Transaction Document (other than the 2012 Deed of Disclosed Pledge) is not effective in accordance with its terms or is alleged by an ING Party to be ineffective inaccordance with its terms for any reason. 
 
 (iii)An ING Party disaffirms, disclaims, repudiates, rejects or rescinds a Transaction Document or evidences an intention to disaffirm, disclaim, repudiate, reject or rescindrepudiate a Transaction Document. 
 
**12.2****Collecting (innen) of Pledged Assets**
The State will in its capacity as security holder, have the right in its discretion to notify Bank of New York Mellon and collect (*innen*) and recover (*verhalen*) amounts under the Securitiesfrom Bank of New York Mellon in accordance with the provisions of the US Security Agreement and the 2012 Deed of Disclosed Pledge. 

 
**12.3****Acceleration**
If following theoccurrence of an Event of Default and notification thereof to Bank of New York Mellon, (a) the State, for whatever reason other than as a consequence of (i) a cooling-off period (*afkoelingsperiode*) in respect of an ING Party, or(ii) Bank of New York Mellon’s or an ING Party’s non-payment of amounts as a result of any automatic stay or injunction or action prohibiting such payments as a result of its insolvency, bankruptcy, receivership, rehabilitation,liquidation or conservatorship, (provided that such stay, injunction or action is being contested in good faith) does not receive a State Entitlement timely and/or in full when due under this Agreement or (b) the State is requested by theliquidator of ING Bank to sell the Pledged Assets (an **Acceleration Event**), the State will have the right, by notice to ING Bank (with a copy to ING Groep), to demand payment of the Fair Market Value from ING Bank in accordance with Clause12.4. For the avoidance of doubt an Acceleration Event is not triggered if ING Bank does not timely pay any Guarantee Fee (including interest thereon payable pursuant to Clause 8.3). 

 
**12.4****Determination and payment of the Fair Market Value**
 
(a)Upon the occurrence of an Acceleration Event (other than caused by a failure by ING Bank to timely pay any Guarantee Fee (including interest thereon payable pursuant toClause 8.3) and the State exercising its right pursuant to Clause 12.3 above, the State will cause the Fair Market Value of the Securities to be determined in accordance with the following procedure: 
 
 (i)
within ten (10) Dutch Business Days (or as soon as reasonably practicable thereafter) the State, (A) at the costs of ING Bank, will appointthree Valuation Agents and shall instruct the same to determine the IFRS Fair Market Value of the Securities within twenty (20)

 
35 

 Dutch Business Days of such appointment or as soon as is reasonably practicable thereafter, and (B) shall designate two of the Valuation Agents as primary Valuation Agents;
 
 (ii)if (A) the difference between the valuations by the primary Valuation Agents of the Fair Market Value of the Securities is ten per cent. (10%) or less,(calculated as (the difference between the valuation of the primary Valuation Agents)/(average of such valuations)) the Fair Market Value of the Securities shall be the average of such two valuations, and the third expert valuation will bedisregarded; if (B) such difference is greater than ten per cent. (10%) then the Fair Market Value of the Securities should be the average between the third expert valuation and the valuation of the Valuation Agent from the other two thatis the closest to the third expert valuation (if the differential is identical, the Fair Market Value of the Securities will be the average of the three). 
 
(b)The State will forthwith inform the ING Parties in writing of the Fair Market Value. 
 
(c)The Fair Market Value will be due and payable five (5) Dutch Business Days from the date of the receipt of notification referred to in Clause 12.4(b). For theavoidance of doubt, the State has the right but not the obligation to pay a Prepayment Amount on such date without prior notification. 
Until the Fair Market Value has become due and payable, ING Bank remains obliged to pay the State Entitlements in accordance with Clause 5 (Payments by ING Bank) and the Fair Market Value will be reducedwith amounts received by the State as State Entitlements after the date as of which the Fair Market Value was determined. 

 
(d)The right of the State to receive payments from ING Bank, including the Fair Market Value shall not affect the payment obligations of the State pursuant to this Agreementand shall be without prejudice to any other action and remedies afforded to the State under Dutch statutory law and this Agreement as a result of any non-payment by ING Bank when due including the statutory right to suspend payments(*opschortingsrecht*) or its statutory right of set off (*verrekening*) in respect of its own payment obligations under this Agreement. 
 
**13.****CONDITIONS TO PAYMENT**
 
**13.1******The State’s obligation to pay any amounts due and payable under this Agreement (up to an aggregate amount equal to the Fair Market Value) at a time when theFair Market Value has become due and payable shall be subject to the condition that payment has been made by or on behalf of ING Bank to the State of the Fair Market Value. 
 
**13.2******The State’s obligation to pay the Management Fee when due and payable under this Agreement (up to an amount equal to any due and payable but unpaidGuarantee Fees) shall be subject to the condition that payment has been made by or on behalf of ING Bank of the Guarantee Fee. 
 
**14.****SET-OFF AND SUSPENSION RIGHTS**
 
**14.1******The State agrees not to use its Dutch statutory set-off rights in respect of any claim on any ING Party which the State may have which does not derive from or inconnection with this Agreement The State agrees not to use its Dutch statutory set-off rights in respect of any claim on any ING Party which the State may have which derives from or in connection with this Agreement, unless:
 
 (a)the Fair Market Value has become due and payable; or 
 
 (b)the State does not receive any instalment of the Guarantee Fee when due and payable in which case the State shall exercise its right of set-off to the extent suchGuarantee Fee instalment has not been received. 
 
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**14.2******The State is only entitled to use its suspension rights against an ING Party if the State does not receive a State Entitlement timely and/or in full when due andpayable to it under this Agreement as a consequence of (a) a cooling-off period (*afkoelingsperiode*) in respect of ING Bank, or ING Groep, as the case may be. 
 
**15.****FUNDING BENEFIT COMPENSATION**
 
**15.1****Undertaking to pay**
 
(a)In connection with the issue of the Registered Bonds, ING Groep shall pay to the State an amount equal to: 
 
 (i)on the State Payment Date immediately after the State Funding Fee Calculation Period in which the date falls on which the Registered Bonds as referred to in Clause 4.6(a)have been issued to ING Bank or any of its wholly owned affiliates (the **Payment Amendment Agreement Effective Date**), the sum calculated in accordance with clause 2.3(a) of the (no longer applying) Payment Agreement;
 
 (ii)on any subsequent State Payment Date until but excluding the State Payment Date referred to in paragraph (iii) hereafter, the sum calculated in accordance with clause2.3(b) of the (no longer applying) Payment Agreement; 
 
 (iii)on the State Payment Date immediately after the State Funding Fee Calculation Period in which the date falls on which the Further Issue Registered Bonds have been issuedto ING Bank or any of its wholly owned affiliates (the **Amended Funding Benefit Effective Date**) the sum of: 
 
  (A) I.  25 basis points (0.25%) of the Floating Rate Securities Guaranteed Value (as defined in the (no longer applying) Payment Agreement) (for the determination of which it is assumed noRegistered Notes have been issued), on the Calculation Day in respect of such State Payment Date, calculated over the period from and including the Calculation Day to but excluding the Amended Funding Benefit Effective Date, calculated on the basisof the Day Count Fraction; and   lI.  25 basis points (0.25%) of the Floating Rate Securities Guaranteed Value (for the determination of which it is assumed no Registered Notes have been issued), on the Calculation Day inrespect of such State Payment Date, calculated over the period from and including the Amended Funding Benefit Effective Date to but excluding the 25th calendar day of the month immediately prior to the relevant State Payment Date (or if the 25thcalendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the immediately preceding Business Day), calculated on the basis of the DayCount Fraction; and  (B) I.  25 basis points (0.25%) of the Fixed Rate Securities Guaranteed Value (as defined in the (no longer applying) Payment Agreement) (for the determination of which it is assumed noRegistered Notes have been issued), on the Calculation Day in respect of such State Payment Date, calculated over the period from and including the Calculation Day to but excluding the Amended Funding Benefit Effective Date, calculated on the basisof the Day Count Fraction; and
 
37 

   II.  25 basis points (0.25%) of the Fixed Rate Securities Guaranteed Value (for the determination of which it is assumed no Registered Notes have been issued), on the Calculation Dayin respect of such State Payment Date, calculated over the period from and including the Amended Funding Benefit Effective Date to but excluding the 25th calendar day of the month immediately prior to the relevant State Payment Date (or if the 25thcalendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the immediately preceding Business Day), calculated on the basis of the DayCount Fraction;
 
 (iv)and on any subsequent State Payment Date, the sum of: 
 
 (A)25 basis points (0.25%) of the Floating Rate Securities Guaranteed Value (for the determination of which it is assumed no Registered Notes have been issued), on theCalculation Day, calculated over the State Funding Fee Calculation Period, calculated on the basis of the Day Count Fraction; and 
 
 (B)25 basis points (0.25%) of the Fixed Rate Securities Guaranteed Value (for the determination of which it is assumed no Registered Notes have been issued), on theCalculation Day, calculated over the State Funding Fee Calculation Period, calculated on the basis of the Day Count Fraction; 
in each of the four cases referred to in Clause 15.1(a)(i) through (iv) (inclusive) above, increased with a gross up amount representing the Effective Federal Funds Rate (for the avoidance of doubtapplying compound interest (*dagelijkse oprenting*)) over the relevant amount calculated over the period from and including the 25th calendar day of the month immediately prior to the relevant State Payment Date (or if the 25th calendar day isnot a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the immediately preceding Business Day) to but excluding the relevant State Payment Date,provided that the Effective Federal Funds Rate applicable to the period starting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such StatePayment Date; 

 
(b)In connection with the issue of the Registered Bonds, ING Bank shall on the State Payment Date falling in February of each year starting in 2013 pay to the State theExcess Funding Benefit Amount (as defined below) in respect of the period from and including the 25th calendar day of January in the preceding year (or if the 25th calendar day is not a Business Day, the next day which is a Business Day unless itwould thereby fall in the next calendar month, in which event the relevant date shall be the immediately preceding Business Day) to but excluding the 25th calendar day of January immediately prior to the relevant State Payment Date (or if the 25thcalendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the immediately preceding Business Day), increased with a gross up amountrepresenting the Effective Federal Funds Rate (for the avoidance of doubt applying compound interest (*dagelijkse oprenting*)) over such amount calculated over the period from and including the 25th calendar day of January immediately prior tothe relevant State Payment Date (or if the 25th calendar day is not a Business Day, the next day which is a Business Day unless it would thereby fall in the next calendar month, in which event the relevant date shall be the immediately precedingBusiness Day) to (but excluding) the relevant State Payment Date provided that the Effective Federal Funds Rate applicable to the period starting five Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Ratewhich is published on the fifth Business Day prior to such State Payment Date; 
except that the first Excess FundingBenefit Amount payable on the State Payment Date falling in February 2013 shall be calculated over the period starting and including the Payment Amendment 

 
38 

Agreement Effective Date up to but excluding the 25 January 2013 (or if the 25 January 2013 day is not a Business Day, the next day which is a Business Day unless it would thereby fallin the next calendar month, in which event the relevant date shall be the immediately preceding Business Day), increased with a gross up amount representing the Effective Federal Funds Rate (for the avoidance of doubt applying compound interest(*dagelijkse oprenting*)) over such amount calculated over the period from and including the 25 January 2013 (or if the 25 January is not a Business Day, the next day which is a Business Day unless it would thereby fall in the nextcalendar month, in which event the relevant date shall be the immediately preceding Business Day) to (but excluding) the State Payment Date falling in February 2013 provided that the Effective Federal Funds Rate applicable to the period startingfive Business Days prior to the relevant State Payment Date will be the Effective Federal Funds Rate which is published on the fifth Business Day prior to such State Payment Date. 

**Excess Funding Benefit Amount** means the amount calculated on the basis of the procedure attached hereto as Schedule 8 (as amended fromtime to time). 

 
(c)ING Groep shall procure that each yearly assurance report of an external auditor referred to in Clause 7.6 will confirm the correctness of the calculation of theExcess Funding Benefit Amount paid on the State Payment Date falling in that year. 
 
**15.2****Calculation and payment**
 
 (a)ING Groep shall calculate all amounts contemplated in Clause 15.1 above to be paid on each State Payment Date (the **Additional Amounts Calculation**) and notify theState of such amount at least five Business Days prior to the relevant State Payment Date. Where the State disputes the Additional Amounts Calculation, which dispute cannot be resolved within twenty-four (24) hours, then the parties shallforthwith jointly appoint an independent third party investment bank (the **Additional Amounts Calculation Agent**) to perform the relevant Additional Amounts Calculation. The determination of the Additional Amounts Calculation Agent shall befinal and binding absent manifest error. The Parties shall give all reasonable cooperation to the Additional Amounts Calculation Agent in order to permit the Additional Amounts Calculation Agent to perform its task diligently and expediently.The reasonable fees and other costs of the Additional Amounts Calculation Agent shall be borne by ING Groep. 
 
 (b)ING Groep shall pay all amounts due under Clause 15.1 as early as possible, but in any event no later than noon (New York City time), on the relevant State Payment Date,to such bank account as may be specified by the State from time to time for that purpose. 
 
**16.****EVIDENCE**
 
**16.1****Accounts**
Accounts maintainedby the State in connection with this Agreement are *prima facie* evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings. 

 
**16.2****Certificates and determinations**
Any certification or determination by the State of a rate or amount under this Agreement will be, in the absence of manifest error,conclusive evidence of the matters to which it relates. 

 
**17.****INDEMNITIES**
 
**17.1******Each ING Party must fully indemnify the State and its officers, employees and agents against any claim, loss, liability, damage or cost which the State or any ofits officers, employees and/or agents incurs as a consequence of: 
 
39 

 (a)the entering into by the State of any Transaction Document, and the exercise and performance by the State of its rights and obligations thereunder unless pursuant to theexpress provisions of any Transaction Document such amounts are stipulated to be borne by the State; 
 
 (b)the occurrence of any Event of Default; 
 
 (c)any breach of the representations and warranties under Clause 9.3 (Representations and Warranties Securities); 
 
 (d)any failure by ING Bank to pay any amount due under this Agreement on its due date; 
 
 (e)any violation by any ING Party of any laws or regulations applicable to it (other than the laws and regulations of the Netherlands) in the course of the implementation ofthis Agreement; 
 
 (f)investigating any event which the State reasonably believes to be a Default; 
 
 (g)acting or relying on any notice from any ING Party which the State reasonably believes to be genuine, correct and appropriately authorised; or 
 
 (h)any State Aid Requirement; 
providedthat the State agrees that there shall be no indemnity for losses under this Clause 17 or under Clause 18 (Expenses) where another remedy against ING Bank is expressly provided under this Agreement. 

 
**17.2******ING Bank’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised by the State to fund any amount payableunder this Agreement (for the avoidance of doubt other than amounts payable by the State pursuant to Clause 4 (Payments by the State)). 
 
**18.****EXPENSES**
 
**18.1****Initial costs**
Within thirty(30) calendar days from the date of a demand to that effect (accompanied by documentation thereof) ING Bank must pay to the State the amount of all costs and expenses (including external advisors) incurred by it in connection with thenegotiation, preparation, printing and execution of the Transaction Documents on or prior to the Closing Date. 

 
**18.2****Subsequent costs**
Within thirty(30) calendar days from the date of a demand to that effect (accompanied by documentation thereof) ING Bank must pay to the State the amount of all costs and expenses (including external advisors) incurred by it in connection with: 

 
 (a)the negotiation, preparation, printing and execution of any Transaction Document entered into after the Closing Date; 
 
 (b)any amendment, waiver or consent requested by or on behalf of an ING Party or specifically allowed by a Transaction Document; 
 
 (c)the costs of external advisors incurred by the State in connection with this Agreement; 
 
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 (d)the fees, costs and expenses incurred in connection with the Bonds (both the issue and ongoing fees, costs and expenses but for the avoidance of doubt other than thepayment obligations under the Bonds themselves) 
Each Party will notify the other Parties prior to retainingexternal advisors with respect to the transactions contemplated by the Transaction Documents and such advisors must be bound by appropriate confidentiality agreements. 

 
**18.3****Enforcement costs**
Withinthirty (30) calendar days from the date of a demand to that effect ING Bank must pay to the State the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of anyrights under, any Transaction Document. 

 
**19.****AMENDMENTS AND WAIVERS**
Anyterm of this Agreement may be amended or waived in writing with the agreement of all Parties hereto. ING Bank shall not effectuate or consent to any amendment of a Transaction Document without prior consent of the State, such consent not to beunreasonably withheld. 

ING Bank shall in good faith consult with the State before agreeing to or proposing any material changesto the Servicing Agreement or Custody Agreement and shall take into account any objections of the State before agreeing to any such change. 

 
**20.****CHANGES TO THE PARTIES**
 
**20.1****Assignments, transfers and pledges by ING Bank**
The rights against the State under this Agreement may not be assigned or transferred without the prior written consent of the State, provided that, for the avoidance of doubt, ING Bank or ING Groep or anyother wholly owned affiliates of ING Bank may transfer the Registered Bonds in accordance with Clause 4.6(f) hereof. 

 
**20.2****Assignments and transfers by the State**
The State may at any time assign or transfer any of its rights (in whole or in part), but not its obligations, under this Agreement to any other party with the consent of the ING Parties, such consent not tobe unreasonably withheld. 

 
**21.****COUNTERPARTS**
This Agreementmay be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 

 
**22.****NOTICES**
 
**22.1****In writing**
Any communicationin connection with this Agreement must be in writing and, unless otherwise stated, may be given in person, by post, by fax or by email or other electronic communication. 

 
**22.2****Contact details**
 
(a)The contact details of the ING Parties for this purpose are: 
Amstelveenseweg 500 

 
41 

Loc. IH 04.356
1081 KL Amsterdam

The Netherlands
Attention:  Jan-Willem Vink, General CounselEmail:  jan-willem.vink@ing.comFax:  +31 (0)-20-541-8723
 
(b)The contact details of the State for this purpose are: 
**Staat der Nederlanden**

Ministerie van Financiën 

P.O Box 20201 

2500 EEThe Hague 

The Netherlands 

 
Attention:  Head of the Participations Department of the Ministry of FinanceTelephone:  +31 70 342 7852Fax:  +31 70 342 7933
and 

 
Attention:  Head Public Debt AdministrationTelephone:  +31 70 342 8011Fax:  +31 70 342 7891
 
(c)Each Party may change their contact details by giving five (5) Business Days’ notice to the other Parties. 
 
**22.3****Effectiveness**
 
(a)Except as provided below, any communication in connection with this Agreement will be deemed to be given as follows: 
 
 (i)if delivered in person, at the time of delivery; 
 
 (ii)if posted, five (5) Business Days after being deposited in the post, postage prepaid, in a correctly addressed envelope; 
 
 (iii)if by fax, when received in legible form; and 
 
 (iv)if by email or any other electronic communication, when received in legible form. 
 
(b)A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given onthe next working day in that place. 
 
**23.****LANGUAGE**
 
**23.1******Any notice given in connection with this Agreement must be in English. 
 
**23.2******Any other document provided in connection with this Agreement must be: 
 
 (a)in English; or 
 
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 (b)(unless the State otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory orother official document. 
 
**24.****WAIVER**
 
(a)Each Party (other than the State) irrevocably waives any right it may have at any time to suspend (*opschorten*) any obligation under this Agreement under sections6:52, 6:262 and 6:263 of the Dutch Civil Code or any other applicable law; or 
 
(b)Each Party irrevocably waives any right it may have at any time to rescind this Agreement, in whole or in part, under section 6:265 of the Dutch Civil Code or any otherapplicable law. 
 
**25.****GOVERNING LAW**
This Agreementand any non-contractual obligations arising out of or in connection with it are governed by Dutch law. 

 
**26.****ENFORCEMENT**
 
**26.1****Jurisdiction**
 
(a)The courts of Amsterdam, the Netherlands have exclusive jurisdiction to settle any dispute including a dispute relating to any non-contractual obligation arising out of orin connection with this Agreement. The ING Parties agree not to initiate any legal proceedings outside the Netherlands against the State arising out of or in connection with the Transaction Documents. The ING Parties agree that they shall notinvolve the State in any legal proceedings outside the Netherlands arising out of or in connection with the Transaction Documents, provided that (i) if legal proceedings are initiated outside of the Netherlands by the State itself against anyING Party such ING Party shall be entitled to act in respect of such proceedings, and (ii) if any ING Party and the State are involved in legal proceedings outside of the Netherlands initiated by a third party, such ING Party shall be entitledto act in respect of such legal proceedings, but in each case without the right to expand such proceedings beyond the actual subject matter thereof, it being understood that the exclusive jurisdiction of the courts of Amsterdam the Netherlands shallbe preserved to the maximum extent possible. 
 
(b)The courts of Amsterdam, the Netherlands are the most appropriate and convenient courts to settle any such dispute in connection with this Agreement. ING Bank agrees notto argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. If proceedings are initiated by any Party in conformity with this Clause26.1, including Clause 26.1(c), the State hereby waives any immunity from jurisdiction it may enjoy. In addition, if the State takes proceedings before a court outside the Netherlands, the ING Parties shall preserve the right to bring proceedingsover the same subject matter or body of facts, before the courts of Amsterdam. 
 
(c)This Clause is for the benefit of the State only. To the extent allowed by law, the State may take: 
 
 (i)proceedings in any other court; and 
 
 (ii)concurrent proceedings in any number of jurisdictions. 
 
(d)References in this Clause to a dispute in connection with this Agreement includes any dispute as to the existence, validity or termination of this Agreement.
**THIS AGREEMENT** has been entered into on the date stated at the beginning of this Agreement. 

 
43 

**SCHEDULE 1**

**CONDITIONS PRECEDENT DOCUMENTS IN RESPECT OF THE AMENDMENT**

 
**1.******Legal opinions from (i) inhouse counsel of ING US entities other than Lion Custom Investments LLC and ING Direct Bancorp, (ii) outside Delaware counsel ofLion Custom Investments LLC and ING Direct Bancorp, (iii) Sullivan & Cromwell, and (iv) NautaDutilh in form and substance satisfactory to the State. 
 
**2.******Each Transaction Document has been duly executed and, to the extent applicable, delivered by each Party thereto. 
 
**3.******Each contract transfer (*contractsovername*) purported pursuant to the Universal Amendment and Contract Transfer Agreement having become effective.
 
**4.******Evidence satisfactory to the State that the Securities are standing to the credit of the accounts purported to be secured pursuant to the US Security Agreement.
 
**5.******Evidence satisfactory to the State that the Securities purported to be secured pursuant to the US Security Agreement are subject to the pledge under the US SecurityAgreement. 
 
**6.******Evidence satisfactory to the State that all payments for or in relation to the IABF Receivables (as defined in the 2012 Deeds of Assignment of IABF Receivablesdated on or about the date of this Agreement between ING Support Holding B.V., ING Bank N.V., the State, Stichting Derdengelden ING Support Holding and various parties as assignor) have been made to the US Companies. 
 
**7.******Evidence satisfactory to the State that The Bank of New York Mellon has been notified of the 2012 Deed of Disclosed Pledge. 
 
**8.******Evidence satisfactory to the State that proper filing of a financing statement for the 2012 Deed of Disclosed Pledge has been made in the office of the Recorder ofDeeds of the District of Columbia. 
 
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**SCHEDULE 2**

**DESCRIPTION OF SECURITIES**

The list of Securities shall contain the following information perSecurity: 

 
(a)CUSIP 
 
(b)Deal Name 
 
(c)Tranche Name 
 
(d)Original Balance - Total 
 
(e)Original Balance - ING 
 
(f)Original Balance - Dutch State 
 
(g)Current Balance - Dutch State (indicative as of 5 Oct 2012) 
 
(h)Bond Factor at cut-off date 
 
(i)Cut-off value - Dutch State 
 
(j)90% of Cut-off value - Dutch State 
 
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**Cusip** **Deal Name** **Tranche**