FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: ING Bank, fsb (In Organization)
Wilmington, Delaware
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all relevant facts and information relating to the factors of Section 6 of the Federal Deposit Insurance Act regarding the application for Federal deposit insurance for ING Bank, fsb, a proposed new Federal savings bank to be located at 1 South Orange Street, Wilmington, New Castle County, Delaware, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by ING Bank, fsb, for Federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in-capital funds of not less than $210,000,000 be provided;

2. That the Tier 1 capital to assets ratio as defined in Part 325 of the FDIC's Rules and Regulations at the time of application, be maintained at not less than eight percent during the first three years of operation;

3. That any changes in proposed management or proposed ownership (10 percent or more of stock including new acquisitions of or subscriptions to 10 percent or more of the stock), will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's New York Regional Office ("Regional Director") prior to the opening of the bank;

4. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a Federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the Office of Thrift Supervision;

5. That ING USA Holding Corporation, a newly formed unitary thrift holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the bank prior to its opening;

6. That until the conditional commitment herein granted for deposit insurance becomes effective, the FDIC shall have the right to alter, suspend, or withdraw said commitment should any interim development be deemed by the FDIC to warrant such action;

7. That if Federal deposit insurance has not become effective within twelve months from the date of the ORDER, or unless, in the meantime, the FDIC approves a request for an extension of time, the consent granted shall expire at the end of the said twelve-month period.

Dated at Washington, D.C., this day of August, 2000.

By: John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: ING Bank, fsb (In Organization)
Wilmington, Delaware
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

Pursuant to the provision of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for Federal deposit insurance with membership in the Savings Association Insurance Fund has been filed on behalf of ING Bank, fsb, a proposed new Federal savings bank to be located at 1 South Orange Street, Wilmington, New Castle County, Delaware.

ING Bank, fsb will be a wholly owned subsidiary of ING USA Holding Company, a unitary thrift holding company located in Wilmington, Delaware. ING USA Holding Company is wholly-owned by ING Bank, N.V. a Netherlands bank and unitary savings and loan company with total assets of $355 billion as of June 30, 1999. ING Bank, N.V. is wholly owned by ING Group, a global financial institution that provides commercial and retail banking, investment banking, insurance, and asset management services in more than 60 countries.

By virtue of having a federal savings bank charter, ING Bank, fsb will be able to exercise full banking services in all 50 states and the District of Columbia. The bank's business plan is to become a consumer's true bank for savings, rather than a primary full-service retail bank. Checking accounts or transaction accounts will not be offered under the current business plan. The bank will offer a limited set of basic savings and lending products, without many of the fees or charges typically connected with comparable products offered in the United States. To support the home financing tradition of thrift banks, the proposed bank will use a mortgage-banking network to offer residential mortgages and will invest in mortgage-backed securities.

The main office in Wilmington, Delaware will be accessible to the general public but will not accept deposits or payments. Customers will carry out transactions telephonically, through a 24-hour/7-day a week call center, or through direct mail or the Internet.

Management intends to open marketing offices in Wilmington, Delaware and New York City shortly after the bank opens for business. The offices will provide promotional materials to prospective customers and will have telephones and computers from which customers can conduct business with the bank. Initially, products and services will be mass-marketed throughout the greater Wilmington/Philadelphia and New York metropolitan and adjoining areas.

For the purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted, subject to the conditions enumerated in the ORDER.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION