ING GROEP N.V. (a public limited liability company with corporate seat in Amsterdam, The Netherlands) UNDERWRITING AGREEMENT DATED: June 6, 2007Underwriting Agreement • June 12th, 2007 • Ing Groep Nv • Life insurance • New York
ING Groep N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (“Citigroup”), ING Financial Markets LLC (“ING Financial”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom ING Financial, Morgan Stanley and Citigroup are acting as representatives (in such capacity, hereinafter referred to as the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of (i) the respective principal amount of the Company’s 6.375% ING Perpetual Hybrid Capital Securities (the “Initial Underwritten Securities”) set forth opposite their names in Schedule A hereto and (ii) the granting of an option to the
