Obligation ING Groep 4.625% ( NL0000122398 ) en EUR

Société émettrice ING Groep
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  NL0000122398 ( en EUR )
Coupon 4.625% par an ( paiement annuel )
Echéance 23/02/2009 - Obligation échue



Prospectus brochure de l'obligation ING Bank NL0000122398 en EUR 4.625%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée ING est une banque internationale offrant une large gamme de services financiers, notamment des services de banque de détail, de banque privée et de gestion d'actifs, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par ING Groep ( Pays-bas ) , en EUR, avec le code ISIN NL0000122398, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/02/2009







@#A
ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
20,000,000,000
Euro Medium Term Note Programme
Under this 20,000,000,000 Euro Medium Term Note Programme (the "Programme") ING Bank N.V. (the
"Issuer", which expression shall include any Substituted Debtor (as defined in Condition 16 on page 41), or the
"Bank") may from time to time issue notes (the "Notes", which expression shall include Senior Notes and
Subordinated Notes (each as defined below)) denominated in any currency agreed between the Issuer and the
relevant Dealer (as defined below).
Subject as set out herein, the Notes will not be subject to any maximum maturity but will have a minimum
maturity of seven days and the maximum aggregate nominal amount of all Notes from time to time outstanding
will not exceed 20,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Notes will be issued on a continuing basis to one or more of the Dealers specified on page 8 and any
additional Dealer appointed under the Programme from time to time, which appointment may be for a specific
issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). The Dealer or Dealers with whom the
Issuer agrees or proposes to agree on the issue of any Notes is or are referred to as the "relevant Dealer" in
respect of those Notes.
The Programme has been rated by Standard & Poor's Rating Services, a division of the McGraw Hill
Companies Inc ("Standard & Poor's") and Moody's Investors Service Limited ("Moody's"). Notes issued under
the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be
the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms
and Conditions of the Notes herein, in which case a supplementary Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
ING Wholesale Banking
Dealers
Goldman Sachs International
ING Wholesale Banking
JPMorgan
Merrill Lynch International
Mitsubishi Securities International plc
UBS Investment Bank
PROSPECTUS
Dated 19 May 2005


This Prospectus replaces and supersedes the Prospectus dated 21 May, 2004 issued in respect of the
Programme and all previous Prospectuses in connection with the Programme. Any Notes issued under the
Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the
date hereof.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Application has been made for the Notes to be issued under the Programme during the period of 12 months
from the date of this Prospectus to be listed on the Luxembourg Stock Exchange and application will (in certain
circumstances as described herein) be made to list Notes on Eurolist by Euronext Amsterdam ("Euronext
Amsterdam"). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche of Notes will be set forth in a pricing supplement (the "Pricing Supplement") which, with respect to
Notes to be listed on the Luxembourg Stock Exchange and/or Euronext Amsterdam, will be delivered to the
Luxembourg Stock Exchange and/or Euronext Amsterdam, in each case on or before the date of issue of the
Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange or stock
exchanges as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted
Notes.
The Bearer Notes of each Tranche (as defined on page 23) will initially be represented by a temporary
bearer global Note which will be deposited on the issue date thereof (i) with a common depositary on behalf of
Euroclear Bank S.A./N.V, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), and/or any other agreed clearance system or (ii) with Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Netherlands") and which will be exchangeable,
as specified in the applicable Pricing Supplement, for either a permanent bearer global Note or Bearer Notes in
definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury
regulations. A permanent bearer global Note will be exchangeable for definitive Bearer Notes upon request
unless otherwise specified in the applicable Pricing Supplement, all as further described in "Form of the Notes"
herein.
Unless otherwise provided with respect to a particular Series of Registered Notes (as defined herein), the
Registered Notes of each Tranche of such Series sold outside the United States in reliance on Regulation S under
the United States Securities Act of 1933, as amended (the "Securities Act"), will be represented by a permanent
global Note in registered form, without interest coupons (a "Reg. S Global Note"), deposited with a custodian
for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") for the accounts of
Euroclear and Clearstream, Luxembourg for the accounts of their respective participants. Prior to expiry of the
period that ends 40 days after completion of the distribution of each Tranche of Notes, as certified by the
relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue (the
"Distribution Compliance Period"), beneficial interests in the Reg. S Global Note may not be offered or sold to,
or for the account or benefit of, a U.S. person (as defined in Regulation S) and may not be held otherwise than
through Euroclear and Clearstream, Luxembourg. The Registered Notes of each Tranche of such Series sold in
private transactions to qualified institutional buyers within the meaning of Rule 144A under the Securities Act
will be represented by a restricted permanent global note in registered form, without interest coupons (a
"Restricted Global Note", and, together with a Reg. S Global Note, "Registered Global Notes"), deposited with a
custodian for, and registered in the name of a nominee of, DTC. The Registered Notes of each Tranche of such
Series sold to "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) which
are institutions ("Institutional Accredited Investors") will be in definitive form, registered in the name of the
holder thereof. Registered Notes in definitive form will be issued in exchange for interests in the Registered
Global Notes upon compliance with the procedures for exchange as described in "Form of the Notes" in the
circumstances described in the relevant Pricing Supplement. Registered Notes in definitive registered form from
the date of issue may also be sold outside the United States in reliance on Regulation S under the Securities Act.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" on page 6). This Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Prospectus.
The Dealers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the
accuracy or completeness of the information contained in this Prospectus or any other information provided by
2


the Issuer. The Dealers do not accept any liability in relation to the information contained in this Prospectus or
any other information provided by the Issuer in connection with the Programme.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other information supplied in connection with the Programme and, if
given or made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation
by the Issuer or any of the Dealers that any recipient of this Prospectus or any other information supplied in
connection with the Programme should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the
Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is correct
as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do
not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. Investors
should review, inter alia, the most recent non-consolidated or consolidated financial statements, if any, of the
Issuer when deciding whether or not to purchase any Notes.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves about,
and observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom, Japan, The Netherlands, Germany, Hong
Kong and Singapore (see "Subscription and Sale" on page 62).
The Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Notes may not be
offered or sold within the United States or to or for the account or benefit of U.S. persons except in accordance
with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Registered Notes may be offered and sold in the United
States exclusively to persons reasonably believed by the Dealers to be QIBs (as defined herein) or placed
privately with institutions that are accredited investors as defined in Rule 501(a)(1), (2), (3) and (7) of
Regulation D under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer
and sale of any Registered Notes to it may be being made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A. To permit compliance with Rule 144A under the
Securities Act in connection with the resales of Registered Notes, the Issuer is required to furnish, upon request
of a holder of a Registered Note or a prospective purchaser designated by such holder, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act. Registered Notes are not transferable to other
holders within the United States except upon satisfaction of certain conditions as described under "Subscription
and Sale". Certain U.S. tax law requirements may also apply to U.S. holders of the Notes.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF THE STATE OF NEW HAMPSHIRE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
All references in this document to "U.S. dollars", "U.S.$", "$" and "U.S. cent" refer to United States
dollars, those to "Japanese Yen", "Yen" and "¥" refer to the currency of Japan and those to "euro", "EUR" and
3


"" refer to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union.
4


TABLE OF CONTENTS
Page
Documents Incorporated by Reference
6
General Description of the Programme
7
Summary of the Programme and of the Terms and Conditions of the Notes
8
Form of the Notes
12
DTC Information -- Registered Notes
21
Terms and Conditions of the Notes
23
Use of Proceeds
44
ING Bank N.V.
45
Consolidated Audited Financial Statements of ING Bank N.V.
55
Capitalisation
58
Netherlands Taxation
59
Subscription and Sale
62
General Information
67
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as
the stabilising manager in the applicable Pricing Supplement or any person acting for him may over-allot
or effect transactions with a view to supporting the market price of the Notes of the Series (as defined in
"Terms and Conditions of the Notes") of which such Tranche forms part at a level higher than that which
might otherwise prevail for a limited period. However, there may be no obligation on the stabilising
manager or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time
and must be brought to an end after a limited period. Such stabilising shall be in compliance with all
relevant laws and regulations including, in the case of Notes to be listed on Euronext Amsterdam, those of
Euronext Amsterdam and Article 32 of the Further Regulations on Market Conduct Supervision on the
Securities Trade 2002 (Nadere regeling gedragstoezicht effectenverkeer 2002) as amended. In relation to
Notes to be listed on Euronext Amsterdam, stabilising will in any event be discontinued 30 days after the
Closing Date applicable to such Notes.
5


DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a)
the publicly available audited consolidated annual financial statements which are contained in the
annual report and the interim financial statements which are contained in the interim report (if any are
produced at a future date) of the Issuer and its subsidiaries for the most recent three year financial
period;
(b) the Articles of Association (statuten) of the Issuer; and
(c)
all supplements to this Prospectus circulated by the Issuer from time to time in accordance with the
undertakings given by the Issuer in the Programme Agreement (as defined in "Subscription and Sale"
below),
save that any statement contained herein or in a document which is incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained
in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes
such earlier statement (whether expressly, by implication or otherwise).
The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated herein by reference unless such documents have been modified or superseded as specified above.
Written or oral requests for such documents should be directed to the Issuer at its registered office set out at the
end of this Prospectus. In addition, such documents will be available free of charge from the principal office in
Luxembourg of ING Luxembourg S.A. in its capacity as Luxembourg listing agent (the "Listing Agent"), and if
and for so long as any Notes are listed on Euronext Amsterdam, from the office specified herein in Amsterdam
of ING Bank N.V. in its capacity as Amsterdam listing agent (the "Amsterdam Listing Agent").
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so long as
any Note remains outstanding and listed on such exchange, in the event of a material adverse change in the
financial condition of the Issuer which is not reflected in this Prospectus, prepare a further supplement to the
Prospectus or publish a new Prospectus for use in connection with any subsequent issue of Notes to be listed on
the Luxembourg Stock Exchange.
If the terms of this Programme are modified or amended in a manner which would make this Prospectus, as
supplemented, inaccurate or misleading, a new Prospectus will be prepared.
6


GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject
as set out herein. A summary of the Programme and the terms and conditions of the Notes appears below. The
applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of the
Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or incorporated by reference
into, the Notes, as modified and supplemented by the applicable Pricing Supplement attached to, or endorsed on,
or applicable to such Notes, as more fully described in "Terms and Conditions of the Notes" on page 23.
This Prospectus and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange and/or Euronext Amsterdam and/or any other exchange in an aggregate nominal amount which, when
added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under
the Programme, does not exceed 20,000,000,000 or its equivalent in other currencies. For the purpose of
calculating the aggregate amount of Notes issued under the Programme from time to time:
(a)
the euro equivalent of Notes denominated in another Specified Currency (as specified in the
applicable Pricing Supplement in relation to the Notes, described in "Terms and Conditions of the
Notes" on page 24) shall be determined, at the discretion of the Issuer, as of the date of agreement to
issue such Notes (the "Agreement Date") or on the preceding day on which commercial banks and
foreign exchange markets are open for business in London, in each case on the basis of the spot rate
for the sale of the euro against the purchase of such Specified Currency in the London foreign
exchange market quoted by any leading bank selected by the Issuer on such date;
(b) the amount (or, where applicable, the euro equivalent) of Dual Currency Notes, Index Linked Notes
and Partly Paid Notes (each as specified in the applicable Pricing Supplement in relation to the Notes,
described in "Terms and Conditions of the Notes" on page 24) shall be calculated (in the case of
Notes not denominated in euro, in the manner specified above) by reference to the original nominal
amount of such Notes (in the case of Partly Paid Notes, regardless of the subscription price paid); and
(c)
the amount (or, where applicable, the euro equivalent) of Zero Coupon Notes (as specified in the
applicable Pricing Supplement in relation to the Notes, described in "Terms and Conditions of the
Notes" on page 24) and other Notes issued at a discount or premium shall be calculated (in the case
of Notes not denominated in euro, in the manner specified above) by reference to the net proceeds
received by the Issuer for the relevant issue.
7


SUMMARY OF THE PROGRAMME AND OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified by, the
remainder of this Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Pricing Supplement. Words and expressions defined in "Form of the Notes" and "Terms and
Conditions of the Notes" below shall have the same meanings in this summary.
Issuer:
ING Bank N.V.
Description:
Euro Medium Term Note Programme
Arranger:
ING Bank N.V.
Dealers:
Goldman Sachs International
ING Bank N.V.
Merrill Lynch International
J.P. Morgan Securities Ltd.
Mitsubishi Securities International plc
UBS Limited
Regulatory Matters:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale" on page
62). The following are certain of the requirements which apply at the
date of this Prospectus.
Registrar:
Deutsche Bank Trust Company Americas
Rule 144A and Institutional
Registered Notes may only be offered in the United States or to or for
Accredited Investor Options:
the account or benefit of U.S. persons pursuant to an exemption from
the registration requirements of Section 5 of the Securities Act. Resales
of Registered Notes may be made (i) to QIBs (as defined herein) in
accordance with Rule 144A, (ii) in offshore transactions complying
with Rule 904 of Regulation S under the Securities Act or (iii) pursuant
to the requirements of Rule 144 under the Securities Act, if applicable.
Issuing and Principal Paying
Deutsche Bank AG London
Agent:
Transfer Agent:
Deutsche Bank Luxembourg S.A.
Size:
Up to 20,000,000,000 (or its equivalent in other currencies calculated
as described herein on page 7) outstanding at any time. The Issuer may
increase the amount of the Programme in accordance with the terms of
the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis. The method of
distribution of each Tranche will be stated in the applicable Pricing
Supplement.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the Issuer and the relevant Dealer.
Redenomination:
The applicable Pricing Supplement may provide that certain Notes may
be redenominated in euro. If so, the wording of the redenomination
clause will be set out in full in the applicable Pricing Supplement.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer, subject to such minimum or maximum maturity as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the Issuer or
the relevant Specified Currency).
8


Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer or registered form as described in
"Form of the Notes" below.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer (as indicated in the
applicable Pricing Supplement) and on redemption, and will be
calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer (as indicated in the
applicable Pricing Supplement).
Floating Rate Notes:
Floating Rate Notes will bear interest either at a rate determined:
(i)
on the same basis as the floating rate under a notional interest-rate
swap transaction in the relevant Specified Currency governed by
an agreement incorporating the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association,
Inc., and as amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer and the
relevant Dealer (as indicated in the applicable Pricing
Supplement).
The Margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Dealer for each Series of Floating Rate Notes
(as indicated in the applicable Pricing Supplement).
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made
in such currencies, and based on such rates of exchange, as the Issuer
and the relevant Dealer may agree (as indicated in the applicable
Pricing Supplement).
Index Linked Notes:
Payments in respect of interest on Index Linked Interest Notes or in
respect of principal on Index Linked Redemption Notes will be
calculated by reference to such index and/or formula or to changes in
the prices of securities or commodities or to such other factors as the
Issuer and the relevant Dealer may agree (as indicated in the applicable
Pricing Supplement).
Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have a
Floating Rate Notes and Index
maximum interest rate, a minimum interest rate or both. Interest on
Linked Interest Notes:
Floating Rate Notes and Index Linked Interest Notes in respect of each
Interest Period, as agreed prior to issue by the Issuer and the relevant
Dealer, will be payable on such Interest Payment Dates, and will be
calculated on the basis of such Day Count Fraction, as may be agreed
between the Issuer and the relevant Dealer (as indicated in the
applicable Pricing Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount or at par and will not bear interest.
Credit-linked Notes:
The Pricing Supplement may amend the Terms and Conditions to
provide for the issue of credit-linked Notes.
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate
either that the Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments (see below), if applicable, or for
taxation reasons or following an Event of Default) or that such Notes
will be redeemable at the option of the Issuer and/or, in the case of
Senior Notes only, the Noteholders upon giving not less than 15 nor
9


more than 30 days' irrevocable notice (or such other notice period (if
any) as is indicated in the applicable Pricing Supplement) to the
Noteholders or the Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on
such terms as are indicated in the applicable Pricing Supplement. See
Condition 6 for further details.
The Pricing Supplement may provide that Notes may be repayable in
two or more instalments of such amounts and on such dates as indicated
in the applicable Pricing Supplement.
N.B. Subordinated Notes may only be redeemed early on receipt of
written approval of the Dutch Central Bank by the party seeking to
redeem the Subordinated Notes early.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the Issuer and the relevant Dealer and as indicated in the applicable
Pricing Supplement save that the minimum denomination of each Note
will be such as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency.
Taxation:
All payments in respect of the Notes will be made without withholding
or deduction for or on account of taxes levied in The Netherlands,
subject to certain exceptions as provided in Condition 7. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances provided in Condition 7, be required to pay additional
amounts to cover the amounts so deducted.
Cross Default:
No cross default provision.
Status of the Senior Notes:
Unless otherwise specified in the applicable Pricing Supplement, the
Senior Notes will constitute direct, unconditional, unsubordinated and
unsecured obligations of the Issuer and will rank pari passu among
themselves and (subject as aforesaid and to such mandatory exceptions
as are from time to time applicable under Netherlands law) equally with
all other unsecured obligations (other than subordinated obligations, if
any) of the Issuer from time to time outstanding.
Status and Characteristics relating
The Subordinated Notes will constitute direct, unsecured and
to Subordinated Notes:
subordinated obligations of the Issuer and will rank pari passu among
themselves and will rank at least pari passu with all other present and
future unsecured and subordinated obligations of the Issuer, save for
those that have been accorded by law preferential rights.
In the event of the dissolution of the Issuer or if the Issuer is declared
bankrupt or if a moratorium (surséance van betaling resulting from the
application of emergency measures as referred to in Chapter X of the
Dutch Act on the Supervision of the Credit System 1992 (Wet toezicht
kredietwezen 1992)) is declared in respect of the Issuer, then and in any
such event the claims of the persons entitled to be paid amounts due in
respect of the Notes shall be subordinated to all other claims in respect
of any other indebtedness of the Issuer except for other Subordinated
Indebtedness (as defined below), to the extent that, in any such event,
and provided as aforesaid, no amount shall be eligible for setting-off or
shall be payable to any or all the persons entitled to be paid amounts
due in respect of the Notes in respect of the obligations of the Issuer
thereunder until all other indebtedness of the Issuer which is admissible
in any such dissolution, bankruptcy or moratorium (other than
Subordinated Indebtedness) has been paid or discharged in full.
"Subordinated Indebtedness" means any indebtedness of the Issuer,
including any guarantee by the Issuer, under which the right of payment
of the person(s) entitled thereto is, or is expressed to be, or is required
by any present or future agreement of the Issuer to be, subordinated to
10


Document Outline