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Rating Action:

Moody's downgrades ING's ratings

28 Jan 2009

London, 28 January 2009 -- Moody's Investors Service today downgraded the bank financial strength rating (BFSR) of ING Bank N.V. ("ING Bank") to C+ from B- and its long-term senior debt ratings to Aa3 from Aa2. The senior debt of ING Verzekeringen N.V. ("ING Insurance") was also downgraded by one notch to A2 from A1. At the same time, Moody's downgraded the senior debt rating of ING Groep N.V. ("ING Group"), the main holding company, to A1 from Aa3. Moody's also downgraded the insurance financial strength ratings (IFSRs) of ING's U.S. life insurance operating companies (collectively "ING US") to A1 from Aa3, concluding the review on these ratings. The outlook on ING Bank's C+ BFSR is negative, whilst all long-term ratings have stable outlooks. The short-term debt ratings of all entities were affirmed at Prime-1. A complete list of affected ratings is given below.

Moody's rating actions follows the release of preliminary Q4 2008 results and reflect the sharp deterioration in group profitability, in both the banking and insurance operations. The rating agency expects the more negative trend may continue given the Group's business and asset exposure and the current and prospective economic environment. For the fourth quarter, ING Group expects to report a net loss of EUR3.9 billion after disinvestments, split between a loss of EUR2.5 billion in the insurance operation and EUR1.4 billion in the banking operation, reversing the positive result for the first nine months of the year. The downgrades also reflect Moody's expectation that, despite the beneficial impact of the illiquid assets back-up facility arranged with the Dutch government covering the majority of the Alt-A portfolio, impairments on the other structured finance assets and corporate bonds/loans will continue to exert pressure on capital and profitability.

ING BANK RATINGS

Moody's said that the downgrade of ING Bank's BFSR from B- (stable) to C+ (negative outlook) reflects its expectation that the bank's profitability will remain constrained and will be in particular affected by the increase in loan loss provisions given that loan quality is deteriorating at a faster pace than previously expected; the loan loss provisions reported in the last quarter of 2008 -- EUR0.6 billion -- almost doubled the loan loss provisioning for the first three quarters which amounted to EUR0.7 billion. On this basis, ING Bank's profit will provide limited benefit in replenishing the capital base via retained earnings. Furthermore, additional writedowns are likely to emerge on the bank's structured finance assets, according to Moody's stress tests. Those potential losses could further impact profitability and deplete capital in the short term. Moody's will also closely monitor potential mark to market adjustments stemming from the rest of the bank's fixed income portfolios.

The downgrade of the BFSR also incorporates Moody's view that the bank's capital position remains relatively weak when compared to European peers. As of end December 2008, ING Bank has announced a tier 1 ratio of 9.1% on a Basel 2 basis without accounting for the transitional floor. According to Moody's estimates on a basis consistent with other European financial institutions, the tier 1 ratio will stand at about 7.3%, once taking into account the floor for 2008.

The long-term debt and deposit ratings were downgraded to Aa3 from Aa2 as a direct consequence of the downgrade of the BFSR. Over the recent months, Moody's view that the bank benefits from "very high" systemic support has been confirmed and as a consequence the long-term debt and deposit ratings continue to benefit from a two-notch uplift from the Baseline Credit Assessment (BCA) of A2. The stable outlook on the long-term debt and deposit ratings indicate that a further downgrade of the BFSR by one notch would be unlikely to result in a change of the debt and deposit ratings.

Moody's views as a positive step the illiquid assets back-up facility agreed with the Dutch government covering 80% of ING's EUR27.7 billion Alt-A mortgage securities, held by both ING Bank -- approximately 87% of Group total -- and in ING's US insurance operations. This arrangement, which effectively transfers the majority of economic risk of the securities to the Dutch State in exchange for a guarantee fee, considerably reduces the risk originated by this portfolio. The risk transfer takes place at a discount of only 10% of par value.

ING INSURANCE RATINGS

Commenting on the downgrade of ING's US Insurance ratings (IFSR to A1 from Aa3), Moody's cited both the weaker financial flexibility of the ING Group overall and the continuing deterioration in the US operation's stand-alone financial profile. The weakening of ING US's stand-alone credit profile is the result of continuing asset impairments and tighter liquidity -- particularly within the company's institutional investment product portfolio. In addition, core earnings associated with ING US's core annuity and pension businesses were substantially lower in 2008 and are expected to continue to be constrained in 2009, driven by a decline in net investment income and fee income, given the weakening economy and equity market. More positively, Moody's notes the recent capital contributions to the US operation from the Dutch government infusion as offsetting an otherwise significant decline in US regulatory capital as of year-end 2008.

The downgrade of ING Insurance debt ratings (senior to A2 from A1) reflects the weakening in the credit strength of ING's US operations, and the broader pressures at ING's Insurance operations overall, as well as the deterioration in the credit profile of the Bank and the Group, from which Insurance draws benefit. Overall, ING Insurance's operating profit, before impairments and other market volatility impacts, declined sharply in Q4 2008 to only EUR0.3 billion, well below Moody's expectations, compared to EUR1.7 billion for the rest of 2008. In Moody's opinion, this level of decline demonstrates the degree to which the insurance operating results are -- and are expected to remain -- correlated to the volatile market conditions. The rating agency expects the negative global economic outlook, equity market volatility and declining government interest rates to continue to exert pressure on insurance sales volumes and profitability.

ING GROUP RATINGS

The downgrade at the holding company level reflects the credit deterioration at both ING Bank and ING Insurance; ING Group's rating continues to incorporate the benefits deriving from a highly integrated and diversified financial conglomerate. ING Group's debt ratings also reflect the different level of subordination of the holding company's senior obligations with reference to the obligations of the banking and insurance operating entities.

RATING OUTLOOKS

The negative outlook on ING Bank's C+ BFSR reflects Moody's view that the bank's profitability and capitalisation are likely to continue to come under pressure during 2009, as loan loss provisions potentially increase and as further asset impairments materialise on the non-Alt-A portfolio.

The stable outlook on ING Bank's debt rating reflects the stability of ING Bank's Aa3 senior debt rating in the event of a further one-notch downgrade of ING Bank's C+ BFSR.

The stable outlooks on ING Insurance and ING Group's ratings reflect Moody's view that the current ratings already take into consideration an expected deterioration in the earnings profile of the group.

The outlooks on Moody's senior debt ratings also reflect the view that the nature and extent of support provided to ING Group by the Dutch State is a strong example of systemic support available for the group, which is expected to be forthcoming in these challenging market conditions. Finally, the stable outlook reflects the beneficial impact of the additional actions announced by the management as a part of a programme of de-risking, including, inter alia, the EUR1.0 billion reduction in operating expenses, the reduction in direct and indirect equity exposure, measures to protect against interest rate decline, a reduction in the fixed income portfolio of financial institutions and the repricing of variable annuity products.

RATINGS AFFECTED

The following ratings were downgraded with a negative outlook:

ING Bank N.V.: bank financial strength rating to C+ from B-;

ING Belgium SA/NV: bank financial strength rating C+ from B-;

ING Bank of Canada: long-term bank deposits to A2 from A1;

ING Bank, S.A. (Mexico): local currency long-term bank deposits to A2 from A1;

The following ratings were downgraded with a stable outlook:

ING Groep N.V.: senior debt to A1 from Aa3;

ING Groep N.V.: subordinated debt to A2 from A1;

ING Groep N.V.: preference stocks to A3 from A2;

ING Verzekeringen, N.V.: senior debt to A2 from A1;

ING Verzekeringen, N.V.: subordinated debt to A3 from A2;

Lion Connecticut Holdings, Inc.: guaranteed (by ING Groep N.V.): senior debt to A1 from Aa3;

ING America Insurance Holdings, Inc. guaranteed (by ING Verzekeringen, N.V.): senior debt to A2 from A1;

ING Capital Funding Trust I; guaranteed (by ING Groep N.V.): preferred debt to A3 from A2;

ING Capital Funding Trust II; guaranteed (by ING Groep N.V.): preferred debt to A3 from A2;

ING Capital Funding Trust III; guaranteed (by ING Groep N.V.): preferred debt to A3 from A2;

ING Capital Funding I LLC; guaranteed (by ING Groep N.V.): preferred debt to A3 from A2;

Security Life of Denver Insurance Company: insurance financial strength to A1 from Aa3;

ING Life Insurance & Annuity Company: insurance financial strength to A1 from Aa3;

ING USA Annuity and Life Insurance Company: insurance financial strength to A1 from Aa3;

Reliastar Life Insurance Company: insurance financial strength to A1 from Aa3;

Reliastar Life Insurance Company of New York: insurance financial strength to A1 from Aa3;

ING USA Global Funding Trusts 1-6: senior secured debt to A1 from Aa3;

Lion Connecticut Holdings, Inc.: unguaranteed senior unsecured debt to A3 from Aa3; long-term issuer rating to A3 from A1;

Equitable of Iowa Companies Capital Trust II: preferred stock to Baa1 from A2

ING Security Life Institutional Funding: senior secured debt rating to A1 from Aa3

ING Bank N.V.: long-term bank deposits, senior unsecured and senior unsecured MTN to Aa3 from Aa2;

ING Bank N.V.: subordinate MTN and junior subordinate MTN to A1 from Aa3;

ING Belgium SA/NV: long-term bank deposits to Aa3 from Aa2;

ING Belgium International Finance S.A.: senior unsecured and senior unsecured MTN to Aa3 from Aa2 (guaranteed by ING Belgium SA/NV);

ING Belgium International Finance S.A.: subordinated debt to A1 from Aa3 (guaranteed by ING Belgium SA/NV);

Internationale Nederlanden Bank N.V., Paris: long-term bank deposits to Aa3 from Aa2;

ING Bank N.V., Tokyo Branch: long-term bank deposits to Aa3 from Aa2;

Postbank Groen N.V.: senior unsecured MTN to Aa3 from Aa2;

Postbank Groen N.V.: subordinate MTN and junior subordinate MTN to A1 from Aa3;

Postbank Groen N.V.: Tier III debt MTN to A1 from Aa3;

ING Bank of Canada: subordinate and subordinate MTN (guaranteed by ING Bank N.V.) to A1 from Aa3;

ING Bank (Australia) Ltd.: backed senior unsecured and senior unsecured MTN to Aa3 from Aa2;

ING Bank (Australia) Ltd.: backed long-term deposit note/CD program to Aa3 from Aa2.

ING Bank (Australia) Ltd.: long-term bank deposit to A1 from Aa3

ING Bank (Australia) Ltd.: long-term issuer rating to A1 from Aa3

ING Bank Slaski S.A.: local currency long-term bank deposits to A2 from A1;

ING (US) Issuance LLC: long-term debt rating to Aa3 from Aa2;

ING Americas Issuance B.V.: long-term debt rating to Aa3 from Aa2;

The following ratings were affirmed with a stable outlook:

ING Bank N.V., Sao Paulo: local currency long-term bank deposits at A1;

ING Bank N.V., Sao Paulo: foreign currency long-term bank deposits at Ba2;

ING Bank N.V., Sao Paulo: foreign currency short-term bank deposits at Non-Prime;

ING Bank N.V., Sao Paulo: long-term national scale rating at Aaa.br;

ING Bank N.V., Sao Paulo: short-term national scale rating at BR-1;

ING Bank Slaski S.A.: bank financial strength rating at D+;

ING Bank Slaski S.A.: foreign currency long-term bank deposits at A2;

ING Bank Slaski S.A.: local and foreign currency short-term bank deposits at Prime-1;

ING Bank Ukraine: bank financial strength rating at D;

ING Bank Ukraine: local currency long-term bank deposits at Ba1;

ING Bank Ukraine: foreign currency long-term bank deposits at B2;

ING Bank Ukraine: local and foreign currency short-term bank deposits at Non-Prime;

ING Bank Ukraine: long-term national scale rating at Aa1.ua;

ING Bank Eurasia: bank financial strength rating at D;

ING Bank Eurasia: long-term national scale rating at Aaa.ru;

ING Bank, S.A. (Mexico): bank financial strength rating at D+;

ING Bank, S.A. (Mexico): foreign currency long-term bank deposits at Baa1;

ING Bank, S.A. (Mexico): long-term national scale rating at Aaa.mx;

ING Bank, S.A. (Mexico): short-term national scale rating at MX-1;

ING Bank, S.A. (Mexico): local currency short-term bank deposits at Prime-1;

ING Bank, S.A. (Mexico): foreign currency short-term bank deposits at Prime-2;

ING Bank of Canada: bank financial strength at C;

ING Bank (Australia) Ltd.: bank financial strength rating at C+;

The following ratings were affirmed:

ING Verzekeringen, N.V.: short-term rating for commercial paper at Prime-1

Security Life of Denver Insurance Company: short-term insurance financial strength at Prime-1;

ING USA Annuity and Life Insurance Company: short-term insurance financial strength rating at Prime-1;

ING America Insurance Holdings, Inc.: short-term rating for commercial paper (guaranteed by ING Verzekeringen, N.V.) at Prime-1;

ING Bank N.V.: short-term bank deposits, commercial paper at Prime-1;

ING Belgium SA/NV: short-term bank deposits at Prime-1;

ING (U.S.) Funding LLC: commercial paper at Prime-1 (guaranteed by ING Bank N.V.);

Internationale Nederlanden Bank N.V., Paris: short-term bank deposits at Prime-1;

ING Bank N.V., Tokyo Branch: short-term bank deposits and commercial paper at Prime-1;

ING Bank N.V., Sao Paulo: local currency short-term bank deposits at Prime-1;

Postbank Groen N.V.: short-term debt at Prime-1;

ING Bank Eurasia: short-term bank deposits at Prime-2;

ING Bank, S.A. (Mexico): local currency short-term bank deposits at Prime-1;

ING Bank, S.A. (Mexico): foreign currency short-term bank deposits at Prime-2;

ING Bank of Canada: short-term deposit note/CD program at Prime-1;

ING Bank (Australia) Ltd.: short-term bank deposits and issuer rating at Prime-1.

The following ratings were affirmed with a negative outlook:

ING Bank Eurasia: long-term bank deposits at Baa1;

The last rating actions took place on 21 October 2008, when Moody's downgraded the BFSR of ING Bank to B- from B and its long-term senior debt ratings to Aa2 from Aa1. The senior debt of ING Insurance was also downgraded by one notch to A1 from Aa3. At the same time, Moody's downgraded the senior debt rating of ING Group to Aa3 from Aa2. All these ratings had stable outlooks. Moody's also placed on review for possible downgrade the Aa3 insurance financial strength ratings of ING US. Moody's rating actions reflected the view that the group's profitability, particularly at ING Bank, had deteriorated.

The principal methodologies used in rating the issuers covered by this press release are "Moody's Global Rating Methodology for Life Insurers", "Moody's Global Rating Methodology for Property and Casualty Insurers", "Bank Financial Strength Ratings: Global Methodology" and "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology", which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Rating Methodologies subdirectory. Other methodologies and factors that may have been considered in the process of rating these issuers can also be found in the Credit Policy & Methodologies directory.

Based in Amsterdam, ING Groep N.V. had total assets amounting to EUR1,370 billion at end-June 2008 (YE 2007: EUR1,312 billion) and reported a net profit of EUR3.46 billion for the six months ending June 2008 (end-June 2007: EUR4.45 billion).

Based in Amsterdam, ING Banking activities had total assets amounting to EUR1,072 billion at end-June 2008 (YE 2007: EUR994 billion) and its Tier 1 ratio stood at 8.15% (YE 2007: 9.9%), on a Basel II basis. At year-end 2007, the Tier 1 ratio under Basel I was 7.39%. In H1 2008, the banking activities of ING Groep reported a net profit of EUR1.77 billion, down from EUR1.96 billion in H1 2007.

The insurance activities of ING Groep had total assets amounting to EUR304.4 billion at end-June 2008, down from EUR322.1 billion at year-end 2007 and the insurance capital coverage ratios for insurance activities was 281%, up from 244% at year-end 2007. In H1 2008, the insurance activities of ING Groep reported a net profit of EUR1.69 billion, down from EUR2.50 billion in H1 2007.

The ING Americas segment reported total assets (general and separate accounts) of $207 billion and total capital of close to $14 billion (on an IFRS basis) at end-June 2008.

London
Antonello Aquino
VP - Senior Credit Officer
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Paris
Stephane Le Priol
VP - Senior Credit Officer
Financial Institutions Group
Moody's France S.A.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's downgrades ING's ratings
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