Obligation ING Groep N.V. 0% ( XS0171268229 ) en USD

ING Groep N.V.

100 % ▲

Pays-bas

XS0171268229 ( en USD )

27/06/2005 - Obligation échue

Prospectus brochure de l'obligation ING BANK N.V XS0171268229 en USD 0%, échue

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'Obligation émise par ING Groep N.V. ( Pays-bas ) , en USD, avec le code ISIN XS0171268229, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/06/2005

ING
BANK
The date of this Supplement is dated as of 25 June, 2003

ING BANK N.V.

Series No: LRO 372
ISIN Code: XS0171268229
300,000 participation Notes
on ordinary shares LG Card Co. Ltd.
Due 27 June, 2005

Issue Price: USD 16.1418

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GENERAL INFORMATION
This Supplement, under which notes described herein (the "Notes") are issued, is supplemental to, and
should be read in conjunction with, the Offering Circular (the "Offering Circular") dated 19 July 2002 issued
in relation to the U.S.$4,000,000,000 Limited Recourse Obligation Programme of ING Bank N.V. (the
"Issuer"). Terms defined in the Offering Circular have the same meaning in this Supplement. The Notes will
be issued on the terms of this Supplement read together with the Offering Circular (the "Terms and
Conditions"). The Issuer accepts responsibility for the information contained in this Supplement which, when
read together with the Offering Circular, contains all information that is material in the context of the issue of
the Notes.
The Commission de Surveil ance du Secteur Financier in Luxembourg (the "Commission") has certified that
the Offering Circular has been issued in compliance with the specific provisions of the circular CaB 98/7 of 15
October 1998 relating to the information to be published in the public offer prospectus/listing particulars for
certain categories of warrants, debt securities and programs, as well as in compliance with the general
provisions of the grand-ducial regulation of 28 December 1990 on the requirements for the drawing up,
scrutiny and distribution of the prospectus to be published where transferable securities are offered to the
public or listing particulars to be published for the admission of transferable securities to official stock
exchange listing. Directive 80/390/EEC as amended and directive 89/289/EEC, both consolidated under
Directive 2001/34/EC, are implemented by the said grand-ducial. The Securities Board of the Netherlands
has recognised the Offering Circular under Section 3 of the Decree on the Supervision of Securities Trade
1995 on 6 September 2002.
Extensive information on the Issuer, such as the annual reports and financial press releases, is available on
the Internet: www.ing.com. The Internet site also gives direct access to the Internet sites of ING companies
worldwide.
Information related to LG Card Co. Ltd. is available on the Internet: www.lgcard.com
REPRESENTATIONS AND ACKNOWLEDGEMENTS
Each investor in the Notes agrees that it will (to the best of its knowledge and belief) comply with al
applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers or sells
Notes or possesses or distributes the Offering Circular and/or this Supplement and will obtain any consent,
approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and
regulations to which it is subject or in which it makes such purchases, offers or sales and neither the Issuer
nor any other investor shall have any responsibility therefore. The Issuer does not represent that Notes may
at any time lawfully be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating
such sale.
This Supplement does not constitute, and may not be used for the purposes of, an offer of, or an invitation by
or on behalf of anyone to subscribe or purchase any of the Notes.
Prospective investors in the Notes are expressly informed that the information contained in this Supplement
may not be regarded as investment advice nor is it a recommendation for the Noteholder to enter into any
transaction. Further, this document should not be construed as an assurance or guarantee as to the results
of any transaction.
By purchasing the Notes, the Noteholder acknowledges that the amount to be paid upon Maturity Date will
be linked to the value of the Shares. Movement in the value of the Shares may affect the value of the Notes
to the detriment of the Noteholder's return on investment. The amount per Note to be paid upon Maturity
Date, may be less than the nominal amount of such Note.

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By purchasing the Notes, the Noteholder acknowledges that the Issuer and its affiliates are not acting as a
fiduciary for or an adviser to the Noteholder in respect of such transaction. The Noteholder represents that it
is solely responsible and has sufficient knowledge, experience and professional advice (which may be
obtained form third parties) to make its own evaluation of the merits and risks of investment in the Notes and
it has complied with any of its internal investment or compliance guidelines or restrictions. The Noteholder
also represents that it is not relying on either the views or advice or any information (but the information
contained herein and in the Offering Circular dated 19 July 2002) of the Issuer or its affiliates in respect of
the purchase of the Notes.

By purchasing the Notes, the Noteholder acknowledges and agrees that the Issuer or any of its affiliates may
make such disclosure to any legal or regulatory body or authority as the Issuer or any of its affiliates shall
consider necessary or appropriate regarding the Notes or the Hedge Positions.

RISK FACTORS
Our reliance on registration exemptions for this offering may not be available
We are offering the Notes in reliance upon the exemption from registration specified by the provisions of the
U.S. Securities Act of 1933, as amended (the "Securities Act") and the exemptions from registration provided
by the laws of certain states in which the Notes may be offered. Our reliance on these exemptions does not,
however, constitute our representation or guarantee that such exemptions are indeed available.
If for any reason regulatory authorities determine that the Notes do not qualify for an exemption from
registration under the Securities Act or applicable state laws requiring registration, the offer or sale of the
Notes wil be deemed to be made in violation of the applicable laws requiring registration. General y, the
remedy for a failure to register is to enable each Investor to rescind the purchase of the Notes and to have
the purchase price returned. If a purchaser requests a return of the purchase price, funds may not be
available for that purpose. The purchasers of the Notes will not have the right to require the registration of the
Notes.
As an offering exempt from registration pursuant to the Securities Act, the offering of the Notes will not be
reviewed by the Securities Exchange Commission. Securities that are exempt from registration are
"restricted securities" subject to the restrictions specified pursuant to Rule 144.

General
By issuing the Notes, the Issuer's intention is to pass all rights, interests and risks associated with holding
the Shares directly on to the Noteholder. Conversely, by purchasing the Notes, the purchaser's intention is to
receive the benefit of all rights and interest in the Shares and bear al the risks associated with the Shares as
if it were a holder of the Shares directly.

The following risk factors are relevant to any person holding Notes (this list can not be regarded as
limitative):

1. The price of the Notes may fall in value as rapidly as it may rise. Factors that may affect the price of the
Notes are a.o. fluctuations in the price of the Shares, the exchange rate actually used by the Calculation
Agent for conversion of the currency in which the Shares are denominated into USD and political
occurrences.
2. The price of the Shares as quoted on the Exchange and any exchange rate quoted on any medium or
source of information should be regarded as purely indicative for the price of the Notes and do not

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represent the actual price that may be obtained by the Noteholder in the secondary market or the
redemption amount at the Maturity Date.
3. As the Notes constitute direct, unsubordinated and unsecured contractual obligations of the Issuer and of
no other person, a purchaser of the Notes is relying upon the creditworthiness of the Issuer and has no
rights under the Notes against the issuer of the Shares.
4. The Issuer reserves the right to require the Calculation Agent to determine any adjustments to the Terms
and Conditions of the Notes that it reasonably believes are appropriate in circumstances where
adjustment events occur (which include, without limitation, the insolvency of the Company,
nationalization of the assets of the Company or de-listing or suspension of the Shares).
5. Investors in the Notes should note that al payments on the Maturity Date are subject to the ability of the
Issuer at the Determination Date to (i) sel the Shares, (i ) convert the currency in which the Shares are
denominated into USD, at the prevailing exchange rate as determined by the Calculation Agent in its
absolute discretion, and (ii ) transfer USD from accounts within the local jurisdiction to accounts outside
such jurisdiction.
6. Investors should further note that, in the event the Issuer commits itself (by making a bid) to buy back
any Notes in the secondary market from Noteholders (provided such commitment is not revoked by
mutual agreement), then payments by the Issuer in respect of such bid are also subject to the restrictions
set out in 5 above.

TERMS AND CONDITIONS

The terms and conditions of the Notes and additional provisions relating to their issue are as follows:

PROVISIONS APPEARING ON THE FACE OF THE NOTES
1.
Series No :
LRO 372
2.
Tranche No :
N/A
3.
Currency :
USD
4.
Principal size of Series :
300,000 Notes
5.
Issue Date :
25 June, 2003
6.
Effective Date :
N/A
7.
Determination Date :
20 June, 2005
8.
Maturity Date :
27 June, 2005, extendable at the full discretion of the Issuer
8a.
Extension of Maturity Date
The issuer, at its full discretion, can decide to extend the maturity of
the Note by giving at least 5 business days' prior notice in accordance
with the standard procedures of the Luxembourg Stock Exchange as
well as Euroclear and Clearstream, in a form acceptable to the
Luxembourg Stock Exchange as wel as Euroclear and Clearstream,
to the Luxembourg Stock Exchange and Euroclear or Clearstream.
The details of such extension wil also be published in a daily
newspaper having a general circulation in Luxembourg
PROVISIONS APPEARING ON THE BACK OF THE NOTES
General provisions

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9.
Form :
Bearer only
10.
Note Entitlement :
One Note is related to one Share.
11.
Company :
LG Card Co. Ltd.
12.
Share :
One ordinary share in the Company (Reuter Code 32710.ks)
13.
Exchange :
Korea Stock Exchange
14.
Status :
The Notes constitute direct, unsubordinated and unsecured
obligations of the Issuer and rank pari passu among themselves and
equal y with all other unsecured obligations of the Issuer from time to
time outstanding.
15.
Coupon :
Means, with regards to each Note, the USD equivalent amount of any
cash dividend declared in respect of a Share (if any, and after all
withholding taxes or other deductions applicable to such dividend
made by the Issuer as if the Issuer were a holder of such Share),
provided that the relevant Cum-Date in relation to that declared
dividend falls after the Issue Date but prior to the Determination Date.
The dividend will be converted into USD at the prevailing exchange
rate as determined by the Calculation Agent in its absolute discretion.
A Noteholder is only entitled to the payment of a Coupon on a Note, if
the Noteholder was the holder of such Note on the Cum-Date.
The Coupon wil be paid to the Noteholder as soon as practicable
after the Dividend Receipt Date.
16.
Redemption :
On the Maturity Date the Notes will be redeemed at 99.50% of the
average price per Share (less any applicable taxes and other
charges) obtained by the Issuer in unwinding its Hedge Positions
during the Determination Date, converted into USD using the
prevailing exchange rate as determined by the Calculation Agent in its
absolute discretion on the Determination Date. Provided that if in the
opinion of the Calculation Agent, a Market Disruption Event has
occurred and is continuing on the Determination Date, then the
Calculation Agent shall postpone the Determination Date until the first
succeeding Business Day on which there is no Market Disruption
Event. The Maturity Date shall be postponed accordingly subject to a
maximum of one calendar year from the original Maturity Date. After
such date, al obligations of the Issuer in respect of the Notes shal be
extinguished.
Holders of any Note have the option to choose physical delivery of
Shares, subject to the following conditions:
(i) In order to exercise this right, the holder of any Note must give at
least 5 business days' prior notice of such exercise in accordance with
the standard procedures of Euroclear and Clearstream, in a form
acceptable to Euroclear and Clearstream, to Euroclear or
Clearstream.
(i ) The holders of any Note shal be liable for al taxes and stamp

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duties, transaction costs, and any other costs incurred by the Issuer in
the delivery of the Shares to the Note holders;
(i i) The Issuer shal not be obligated to deliver the Shares if,
notwithstanding the Note holders' election for physical delivery, in the
sole discretion of the Issuer, the rules and regulations prevailing at the
time of the settlement are deemed by the Issuer to prohibit or make it
impractical, impossible or inadvisable to physically transfer the Shares
from the Issuer or its nominee to the holders of any Note, in such
case the Issuer shal pay the Redemption amount in lieu of physical
delivery.

17.
Termination Event :
If the Calculation Agent, in its absolute discretion, determines that on
any day during the period from Issue Date to the Maturity Date (both
dates inclusive) a Termination Event has occurred, then the Issuer
has the right, but not the obligation, to terminate the Notes
immediately, and will as soon as practicable, but within five Business
Days, deliver a notice of a Termination Event to the Noteholders
specifying that each Note will be redeemed by payment of the USD
equivalent amount, at the prevailing exchange rate as determined by
the Calculation Agent in its absolute discretion, of 99.50 % of the
average price per Share (less any applicable taxes and other
charges) obtained by the Issuer in unwinding its Hedge Positions
("Early Redemption Amount"). The Early Redemption Amount will
be paid as soon as practicable. Upon delivery of the Early
Redemption Amount, the Issuer shal have been discharged of all of
its obligations in respect of the Notes and shall have no other liability
or obligation whatsoever in respect thereof.
"Termination Event" means that the Issuer's and/or the Calculation
Agent's performance relating to the Notes (including but not limited to
the Hedge Positions) has become il egal or impractical in whole or in
part as a result of compliance in good faith with, but not limited to, any
applicable laws, rules or regulations.
18.
Hedge Positions :
Any purchase, sale, entry into or maintenance of one or more
securities positions, derivatives positions or other instruments or
arrangements (howsoever described) by the Issuer or any of its
affiliates in order to hedge the Notes.
19.
Issue of additional Notes :
If a stock dividend is declared and its Cum-Date falls prior to the
Determination Date, the following applies:

(i)
If the Dividend Receipt Date falls after the Issue Date but prior
to the Determination Date, then as soon as practicable after
the Dividend Receipt Date the Issuer will issue such whole
number of Notes (any fractional Note entitlement to be
rounded down to the nearest whole Note and after all
withholding taxes or other deductions applicable to such
dividend as if the Issuer were a Shareholder) to each

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Noteholder as of the relevant Cum-Date equal to the number
of Shares that would have been received as a dividend for the
number of Shares (the latter number being equal to the
aggregate number of Notes held by such Noteholder on the
relevant Cum-Date) held by the Issuer (as if the Issuer were a
holder of Shares) on the relevant Cum-Date ; or

(i )
the Dividend Receipt Date falls on or after the Determination
Date, then the Issuer has absolute discretion to either pay an
USD equivalent amount, at the prevailing exchange rate as
determined by the Calculation Agent in its absolute discretion,
or to issue such number of notes on substantially the same
term of the Notes (save as to maturity) to reflect the market
value of such stock dividend (any fractional Note entitlement
to be rounded down to the nearest whole Note and after all
withholding taxes or other deductions applicable to such
dividend as if the Issuer were a Shareholder) on or about the
date of receipt of such stock dividends. Such payment or
issue of notes to each Noteholder as of the relevant Cum-
Date equals the number of Shares that would have been
received as a dividend for the number of Shares (the later
number being equal to the aggregate number of Notes held
by such Noteholder on the relevant Cum-Date) held by the
Issuer (as if the Issuer were a holder of Shares) on the
relevant Cum-Date.

If prior to the Determination Date there is an election right as to the
form in which a dividend wil be paid by the Company, with respect to
such dividend the Issuer in its absolute discretion is entitled to make
payment and/or issue further notes in accordance with the Terms and
Conditions of the Notes.
20.
Cum-Date :
In respect of a dividend or rights issue, the final date and time upon
which any holder of Shares is entitled to receive such dividend or
participate in such rights issue under the prevailing market practice.
21.
Dividend Receipt Date :
The date upon which dividend would have been received by a
Shareholder under the prevailing market practice.
22.
Rights Issues :
In respect of any rights issue for Shares where the relevant Cum-Date
falls after the Issue Date but prior to the Determination Date, the
Issuer shal issue further Notes to the Noteholder relative to the
number of Notes held by the Noteholder on the Cum-Date, subject to
(i) the written consent of the Noteholder to participate in respect of the
corresponding rights issue of the Shares and (ii) the full payment of
the USD equivalent amount, at the prevailing exchange rate as
determined by the Calculation Agent in its absolute discretion, by the
Noteholder to the Issuer for the subscription of such further Notes
(inclusive of tax, duty or other charges which would have been
imposed on the Issuer (as if it were a Shareholder) subscribing for the
equivalent number of Shares).

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Such Notes will as soon as practicable be issued by the Issuer after
the Rights Shares Receipt Date. In case the Rights Shares Receipt
Date falls on or after the Determination Date, the Issuer has absolute
discretion to either pay an USD equivalent amount, at the prevailing
exchange rate as determined by the Calculation Agent in its absolute
discretion, or issue such number of notes on substantial y the same
term of the Notes (save as to maturity) to reflect the market value of
such Shares on or about the Rights Shares Receipt Date. The market
value of such Shares is determined by the Calculation Agent in its
absolute discretion.
23.
Right Shares Receipt Date :
The date upon which the Shares issued under a rights issue would
have been received by a Shareholder under the prevailing market
practice.
24.
Market Disruption Event :
A Market Disruption Event means:
(i)
the occurrence or existence of any suspension of or limitation
imposed on trading (by reason of movements in price
exceeding limited permitted by the relevant exchange or
otherwise) in the Shares on the Exchange or in any options
contracts or in any futures contracts relating to the Shares on
any exchange on which options or futures contracts or the
Shares are traded, provided that such suspension or limitation
in trading or illiquidity is, in the determination of the
Calculating Agent, material; and/or
(i )
the occurrence, as determined by the Calculation Agent, of
the adoption of any rule, regulation or statue by any
governmental or regulatory authority, or the issuance of any
order or decree, or any practice or interpretation, (whether or
not having the force of law) by court, or governmental or
regulatory authority which has the effect of imposing any
material exchange controls, limitations or restrictions on
payments denominated in USD and/or the inability of the
Issuer to convert the currency in which the Shares are
denominated into USD.

25.
Adjustments :
Adjustments to the Terms and Conditions of the Notes might be made
and/or additional Notes (or notes of the Issuer on substantial y the
same term of the Notes (save as to maturity)) might be issued in case
of certain Adjustment Events.
26.
Adjustment Events :
1. Potential Adjustment Events
Following the declaration by the Company of the terms of any
Potential Adjustment Event, the Calculation Agent wil determine
whether such Potential Adjustment Event has a diluting or
concentrative effect on the theoretical value of the Shares and, if so,
will (i) make the corresponding adjustment, if any, to any one or more

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of the Terms and Conditions as the Calculation Agent determines
appropriate to reflect that diluting or concentrative effect and (i )
determine the effective date of that adjustment. The Calculation Agent
may, but need not, determine the appropriate adjustment by reference
to the adjustment in respect of such Potential Adjustment Event made
by an options exchange to options on the Shares traded on that
options exchange.
Upon making any such adjustment, the Calculation Agent shal give
notice to the Noteholders in accordance with Condition 13, stating the
adjustment made to the Terms and Conditions and giving brief details
of the Potential Adjustment Event.
"Potential Adjustment Event" means any of the following:
(A) a subdivision, consolidation or reclassification of the Shares
(unless a Merger Event); or
(B) any other event that may have, in the opinion of the Calculation
Agent, a diluting or concentrative effect on the theoretical value of the
Shares;
provided that the provisions of rights issues do not apply.
2. Merger Event, De-Listing, Nationalization and Insolvency
If a Merger Event, De-Listing, Nationalization or Insolvency occurs in
relation to the Company/Shares, the Issuer may, but is not obliged to,
take any action described below:
(A) Require the Calculation Agent to determine (i) the appropriate
adjustment, if any, to be made to any one or more of the Terms and
Conditions to reflect the Merger Event, De-Listing, Nationalization or
Insolvency, as the case may be, and/or (i ) in respect of a Merger
Event, the whole number of replacement notes of the Issuer relating
to the shares of the successor entity under the Merger Event on
substantially the same Terms and Conditions as the Notes (save as to
maturity) ("Merger Notes") (any fractional Merger Notes to be
rounded down to the nearest whole Merger Note) to be issued by the
Issuer to reflect such Merger Event and taking into account any
Noteholder's expenses, such as but not limited to taxes, duties and/or
any applicable depository charges or transaction charges incurred or
estimated by the Issuer ("Noteholder's Expenses"), in relation
thereto and, upon such determination, the Issuer will, as soon as
practicable determine the effective date of that adjustment and/or the
date of issue of such Merger Notes and issue such Merger Notes to
the Noteholders, to be distributed between Noteholders in proportion
to the ratio that each Noteholder's holding of Notes at the time of the
issue of the Merger Notes bears to the total number of Notes
outstanding on such date. Upon the issue of Merger Notes to any
Noteholder, such Noteholder's holding of Notes wil be cancelled and
the Issuer shall have no further obligations in respect of such
cancelled Notes; or

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(B) cancel the Notes by giving notice to Noteholders in accordance
with Condition 13. If the Notes are so cancelled the Issuer will pay an
amount in USD, at the prevailing exchange rate as determined by the
Calculation Agent in its absolute discretion, to each Noteholder in
respect of each Note held by such Noteholder which amount shall be
the market value (as determined by the Calculation Agent in its
absolute discretion and taking into account al Noteholder's Expenses
expected to be associated with the sale of a Share) of a Note
(converted into USD at the prevailing exchange rate as determined by
the Calculation Agent in its absolute discretion) taking into account the
Merger Event, De-Listing, Nationalization or Insolvency, as the case
may be, less the cost to the Issuer of unwinding its Hedge Positions,
all as determined by the Calculation Agent. Payment will be made in
such manner as shal be notified to the Noteholders in accordance
with Condition 13; or
(C) following any adjustment to the terms of options on the Shares on
such exchange(s) or quotation system(s) as the Calculation Agent in
its absolute discretion shall select ("Options Exchange"), or any
change whatsoever made by the Exchange in the listing of the
Shares, require the Calculation Agent to make a corresponding
adjustment to any one or more of the Terms and Conditions, which
adjustment wil be effective as of the date determined by the
Calculation Agent . If options on the Shares are not traded on the
Options Exchange, the Calculation Agent might make such
adjustment, if any, to any one or more of the Terms and Conditions as
the Calculation Agent determines appropriate, with reference to the
rules and precedents (if any) set by the Options Exchange, to reflect
the Merger Event, De-Listing, Nationalization or Insolvency, as the
case may be, that in the determination of the Calculation Agent would
have given rise to an adjustment by the Options Exchange if such
options were so traded.
Upon the occurrence of a Merger Event, De-Listing, Nationalization or
Insolvency, the Calculation Agent shal give notice as soon as
practicable to the Noteholders in accordance with Condition 13 stating
the occurrence of the Merger Event, De-Listing, Nationalization or
Insolvency, as the case may be, giving details thereof and the action
proposed to be taken in relation thereto. However, Noteholders should
be aware that there may necessarily be some delay between the time
at which any of the above events occur and the time at which notice
thereof is given to the Noteholders.
3. Other
The Calculation Agent may in its sole discretion make any other
adjustments to the Terms and Conditions of the Notes that it deems
necessary from time to time in order to maintain the theoretical value
of the Notes.
"De-Listing" means the Shares cease, for any reason, to be listed on
the Exchange and as of the date of such de-listing are not listed on

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