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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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AEGON N.V.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

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AEGONplein 50, PO Box 202, 2501 CE, The Hague, The Netherlands
011-31-70-344-7308
(Address and telephone number of Registrant's principal execute offices)

Craig D. Vermie
AEGON USA, LLC
4333 Edgewood Road NE
Cedar Rapids, IA 52499
(319) 355-8814
(Name, address and telephone number of agent for service)

Copies of all communications to:
A. Peter Harwich, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 610-6300

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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

         If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box. ý

         If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box. o

CALCULATION OF REGISTRATION FEE

(1)

Consists of shares of Common Stock to be delivered pursuant to the AEGON USA Producer Stock Option and Award Plan.

(2)

Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c), based upon the average of the high and low prices of the Common Stock reported by New York Stock Exchange on November 25, 2008.

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Prospectus

3,500,000 Shares of Common Stock

AEGON N.V.
(a Netherlands public company with limited liability)

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AEGON USA Producer Stock Option and Award Plan

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        This prospectus relates to up to 3,500,000 shares of common stock, par value EUR 0.12 per share of AEGON N.V. (the "Common Stock") we may offer under the AEGON USA Producer Stock Option and Award Plan (the "Plan") as described herein. The shares of our Common Stock may be acquired pursuant to options and stock awards granted under the Plan to certain non-employee producers, contractors, consultants and agents of AEGON USA, LLC, its affiliates and subsidiaries. AEGON USA, LLC is a wholly-owned subsidiary of AEGON N.V.

        Investing in the Common Stock involves risks. See "Risk Factors" on page 5.

        No underwriting discounts or commissions will be paid in connection with the offering of these shares of Common Stock. The Common Stock is listed on the Official Segment of the stock market of Euronext Amsterdam, the principal market for the Common Stock, on which it trades under the symbol "AGN". The Common Stock is also listed on the New York Stock Exchange under the symbol "AEG", and on the London and Tokyo stock exchanges. On November 25, 2008, the closing sales price per share on the New York Stock Exchange for the Common Stock was $4.29.

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        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this Prospectus is December 2, 2008.

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TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

        The statements contained and incorporated by reference in this prospectus that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe", "estimate", "intend", "target", "may", "expect", "anticipate", "predict", "project", "counting on", "plan", "continue", "want", "forecast", "should", "would", "is confident" and "will" and similar expressions as they relate to us are intended to identify such forward looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. We undertake no obligation to publicly update or revise any forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which merely reflect company expectations at the time of writing. Actual results may differ materially from expectations conveyed in forward looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties include but are not limited to the following:

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changes in general economic conditions, particularly in the United States, the Netherlands and the United Kingdom;



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changes in the performance of financial markets, including emerging markets, such as with regard to:



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the frequency and severity of defaults by issuers in our fixed income investment portfolios; and



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the effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting decline in value of equity and debt securities we hold;



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the frequency and severity of insured loss events;



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changes affecting mortality, morbidity and other factors that may affect the profitability of our insurance products;



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changes affecting interest rate levels and continuing low or rapidly changing interest rate levels;



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changes affecting currency exchange rates, including the euro/U.S. dollar and euro/UK pound exchange rates;



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increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets;



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changes in laws and regulations, particularly those affecting our operations, the products we sell and the attractiveness of certain products to our consumers;



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regulatory changes relating to the insurance industry in the jurisdictions in which we operate;



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acts of God, acts of terrorism, acts of war and pandemics;



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changes in the policies of central banks and/or foreign governments;



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litigation or regulatory action that could require us to pay significant damages or change the way we do business;



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customer responsiveness to both new products and distribution channels;



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competitive, legal, regulatory, or tax changes that affect the distribution cost of or demand for our products;



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our failure to achieve anticipated levels of earnings or operational efficiencies as well as other cost saving initiatives; and



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changes in our reported results of operations or financial condition as a result of preparing our financial statements in accordance with International Financial Reporting Standards.

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ABOUT THIS PROSPECTUS

        You should rely only on the information contained in or incorporated into this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell the Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus, as well as information incorporated by reference, is current only as of the date of such information, regardless of the time of delivery of this prospectus or the time of any purchases of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since the relevant date. In this prospectus, except as otherwise noted "we," "us," "our," "AEGON" and the "AEGON Group" refer to AEGON N.V. and any or all of our subsidiaries and joint ventures as the context requires.

        It is important for you to read and consider all information contained this prospectus in making your decision to participate in the Plan and to invest in our Common Stock. In addition, you should read and consider the information in the documents we have referred you to under "Incorporation of Certain Information We File With The SEC" below.

AEGON N.V.

        With roots dating back 150 years, AEGON N.V., through its member companies, which we collectively refer to as "AEGON" or the "AEGON Group", is one of the world's largest listed life insurance and pension companies as ranked by market capitalization and assets with its headquarters in The Hague, the Netherlands. Our Common Stock is listed on the Official Segment of the stock market of Euronext Amsterdam, the principal market for our Common Stock, on which it trades under the symbol "AGN". Our Common Stock is also listed on the New York Stock Exchange under the symbol "AEG", and on the London and Tokyo stock exchanges. AEGON's established markets are the United States, the Netherlands and the United Kingdom. In addition, AEGON is present in over 20 other markets in the Americas, Europe and Asia, including Canada, Mexico, Hungary, Spain, Taiwan, China, Poland, India and a number of other countries with smaller operations. AEGON encourages product innovation and fosters an entrepreneurial spirit within its businesses. New products and services are developed by local business units with a continuous focus on cost control. AEGON uses a multi-brand, multi-channel distribution approach to meet its customers' needs. AEGON faces intense competition from a large number of other insurers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products.

        The AEGON Group's core business is life insurance, pensions, savings and investment products. The AEGON Group is also active in accident, supplemental health, general insurance and limited banking activities. AEGON's headquarters are located at AEGONplein 50, P.O. Box 85, 2501 CB The Hague, the Netherlands (telephone 011-31-70-344-3210; internet: www.AEGON.com).

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        We file annual reports with and furnish other information to the U.S. Securities and Exchange Commission (the "SEC"). You may read and copy any document that we have filed with or furnished to the SEC at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Our SEC filings are also available to the public through the SEC's web site at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington, D.C. and in other locations.

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INCORPORATION OF CERTAIN INFORMATION WE FILE WITH THE SEC

        As permitted by the SEC, this prospectus does not contain all the information you can find in our registration statement or the exhibits to the registration statement. The SEC allows us to "incorporate by reference" information into this prospectus, which means that:

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incorporated documents are considered part of this prospectus; and



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we can disclose important information to you by referring you to those documents; and



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information that we file with the SEC after the date of this prospectus that is incorporated by reference in this prospectus automatically updates and supersedes this prospectus; and



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information that is more recent that is included in this prospectus automatically updates and supersedes information in documents incorporated by reference with a date earlier than this prospectus.

        We incorporate by reference into this prospectus the documents listed below. Unless otherwise noted, all documents incorporated by reference have the SEC file number 1-10882.

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Annual Report on Form 20-F for the fiscal year ended December 31, 2007;



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Report on Form 6-K furnished to the SEC on April 23, 2008 relating to the Summary of Annual General Meeting of Shareholders;



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Report on Form 6-K furnished to the SEC on May 7, 2008;



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Report on Form 6-K furnished to the SEC on May 8, 2008;



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Report on Form 6-K furnished to the SEC on May 16, 2008;



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Report on Form 6-K furnished to the SEC on August 8, 2008;



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Report on Form 6-K furnished to the SEC on September 5, 2008;



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Report on Form 6-K furnished to the SEC on September 16, 2008;



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Report on Form 6-K furnished to the SEC on September 19, 2008 relating to details of AEGON's AIG-exposure;



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Report on Form 6-K furnished to the SEC on September 24, 2008;



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Report on Form 6-K furnished to the SEC on September 29, 2008;



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Report on Form 6-K furnished to the SEC on October 28, 2008; and



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Report on Form 6-K furnished to the SEC on November 7, 2008.

        In, addition, all annual reports on Form 20-F and all reports on Form 6-K that we file with or furnish to the SEC, as applicable, subsequent to the date hereof and prior to the termination of the offering of securities under this prospectus shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date such reports are filed or furnished, as applicable.

        Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.

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        These documents contain important information about us and our financial condition. You may obtain copies of these documents in the manner described above. You may also request a copy of these filings (excluding exhibits) at no cost by contacting us as follows:

        No person is authorized to give any information or represent anything not contained in this prospectus. We are only offering the securities in places where sales of those securities are permitted.

        The information contained in this prospectus, as well as information incorporated by reference, is current only as of the date of that information. Our business, financial condition, results of operations and prospects may have changed since that date.

FINANCIAL INFORMATION

        Except as otherwise noted, we present the financial statement amounts in this prospectus and in the documents incorporated by reference in this prospectus in accordance with International Financial Reporting Standards as adopted by the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").

        We have derived the financial data in this prospectus presenting year-end figures from our consolidated financial statements. We have derived all financial data in this prospectus presenting interim figures from unaudited financial statements.

        As used in this prospectus, "dollar", "USD" and "$" refer to the U.S. dollar and "euro", "EUR" and "€" refer to the unified currency that was introduced in connection with the European Economic and Monetary Union in the Netherlands and the other participating member states of the European Union on January 1, 1999.

ENFORCEMENT OF CIVIL LIABILITIES

        AEGON N.V. is a Dutch company located in the Netherlands. Many of our directors and officers are residents of the Netherlands or countries other than the United States. In addition, although we have substantial assets in the United States in subsidiary companies, a large portion of our assets and the assets of our directors and officers are located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. Federal securities laws:

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to effect service of process within the United States upon AEGON N.V. and our directors and officers located outside the United States;



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to enforce in U.S. courts or outside the United States judgments obtained against those persons in U.S. courts;

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to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the United States; and



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to enforce against those persons in the Netherlands, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. Federal securities laws.

        The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, except arbitration awards. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely upon the federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor a final judgment is rendered brings a new suit in a competent court in the Netherlands, such party may submit to the Dutch court the final judgment that has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that proper legal procedures have been observed, the court in the Netherlands would, in principle, give binding effect to the final judgment that has been rendered in the United States unless such judgment contravenes Dutch public policy.

        A shareholder of a company incorporated under the laws of the Netherlands cannot sue individual members of the supervisory board or executive board derivatively; that is, in the name of and for the benefit of AEGON N.V. Moreover, under Dutch law, the duties owed by members of the AEGON Supervisory Board and AEGON Executive Board are owed primarily to AEGON N.V., not to our shareholders. This may limit the rights of the shareholders of a Dutch company to sue members of its supervisory or executive boards. Dutch law does not specifically provide for class action suits, such as a suit by one shareholder for his benefit and the benefit of others similarly situated against a company or its supervisory or executive directors.

USE OF PROCEEDS

        The purpose of the Plan is to provide an additional incentive for Eligible Agents to promote the insurance and other products of AEGON USA and to generally promote the success of the our business, rather than to obtain proceeds for any particular purpose. The net proceeds that become available to AEGON through the exercise of options and sales of Common Stock pursuant to the terms of the Plan will be used for general corporate purposes.

RISK FACTORS

        Investing in our Common Stock involves risks. Before making your decision to participate in the Plan and to invest in our Common Stock, you should read and carefully consider the "Risk Factors" beginning on page 7 of our Annual Report on Form 20-F for the year ended December 31, 2007, which are incorporated herein by reference. Any of these risks as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial may materially and adversely affect our business, financial condition, results of operations and prospects. As a result, the trading price of our Common Stock could decline, and you may lose all or part of your investment.

        You should also read and consider any other information included in this prospectus and the documents incorporated by reference in this prospectus as described under "Incorporation of Certain Information We File With The SEC" on page 3 of this prospectus, including any reports we may file with or furnish to the SEC subsequent to the date hereof.

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DESCRIPTION OF THE PLAN

        The following is a summary of the material features of the Plan. This description of the Plan is not complete and is subject to, and qualified in its entirety by, the provisions of the Plan which is incorporated by reference into this prospectus and has been filed as an exhibit to the registration statement of which this prospectus is a part.

General

        The Plan has been established to further the long-term growth and profitability of AEGON USA, LLC, its affiliates and subsidiaries ("AEGON USA"), by offering nonqualified stock options to certain non-employee producers, contractors, consultants and agents (collectively the "Producers") of AEGON USA and to provide such Producers with an equity position in AEGON N.V., and to further align their interests with those of the stockholders of AEGON N.V. AEGON USA believes that the Plan will stimulate such Producers' efforts on AEGON USA's and AEGON N.V.'s behalf, will tend to maintain and strengthen their desire to remain a Producer with AEGON USA, will be in the interest of AEGON USA and the stockholders of AEGON N.V., and will encourage such Producers to have a greater personal financial investment in AEGON N.V. through ownership of its Common Stock.

        The shares of our Common Stock offered by this prospectus may be acquired pursuant to options and stock awards granted under the Plan.

Administration

        The Plan is administered by the Chief Executive Officer of AEGON USA or any other individual or committee (the "Committee") as selected and appointed by the Chief Executive Officer of AEGON USA. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems prudent and necessary for the proper administration of the Plan, and to make such determinations and to take such action in its sole discretion in connection therewith or in relation to the Plan as it deems necessary or advisable, consistent with the Plan.

Eligibility

        Producers of AEGON USA who have a current license, contract or agreement with AEGON USA or one of its subsidiaries, affiliates or divisions ("Licensed Agents") and who are in Good Standing, as defined below, are eligible to participate in the Plan ("Eligible Agents") if designated by the Committee. The term "Licensed Agents" may include corporations, partnerships and natural persons.

        Licensed Agents are in "Good Standing" if such Licensed Agents have a license, contract or agreement with AEGON USA at the time of the grant of Options, and maintain said license, contract or agreement during the Vesting Period, as defined below. A Licensed Agent's failure to remain in Good Standing during the entirety of the Vesting Period, for any reason, shall result in a total forfeiture of non-vested Options granted.

Options

        Options to purchase whole shares of Common Stock will be granted by AEGON USA in the form of Nonqualified Stock Options ("Options"). All Options will be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee. Determinations by the Committee under the Plan including, without limitation, determinations of the Eligible Agents, the form, amount and timing of Options, the terms and provisions of Options, and the agreements evidencing Options, need not be uniform and may be made selectively among Eligible Agents who receive, or are eligible to receive Options hereunder, whether or not such Eligible Agents are similarly situated.

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Shares Available for Option and Award

        A total of 3.5 million shares of Common Stock were authorized for delivery upon the exercise of options granted under the Plan, which may be allocated among the participating subsidiaries, affiliates and divisions of AEGON USA as determined by the Committee.

        The shares available for granting Options will be increased by the number of shares as to which options or awards granted under the Plan have lapsed, expired, terminated or been canceled for any reason.

        In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of AEGON N.V., the Committee will make such adjustment, if any, as it may deem appropriate in the number and kind of shares authorized by the Plan, in the number and kind of shares covered by Options granted, and in the option price.

Stock Option Terms and Conditions

        The Options granted under the Plan will be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

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Option Price.  The option price per share with respect to each Option will be determined by the Committee and will not be less than 100% of the closing price on the date the Option is granted of the Common Stock, as provided on the New York Stock Exchange.



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Period of Option.  The period of each Option will be the period commencing on the date the Option is granted and ending on the day prior to the fifth anniversary of the grant of the Option. After such date, the Option will expire and no longer be exercisable.



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Payment.  The option price will be payable in cash, or if permitted by the Committee, in shares of the Common Stock that otherwise would be distributed to such grantee upon exercise of the Option. Such payment will be made at the time the Option is exercised. No shares will be issued until full payment therefor has been made. A grantee of an Option will have none of the rights of a stockholder until the shares are issued.



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Receipt of Cash Instead of Shares.  If permitted by the Committee, the grantee may elect to receive cash instead of shares of Common Stock upon his exercise of an Option. Cash will be paid to the grantee by AEGON USA in lieu of shares only if he elects to pay the option price by using shares of the Common Stock that otherwise would be distributed to such grantee upon exercise of the Options. The timing of the payment, the amount of the payment and the costs of the transaction will be in accordance with the procedures established and applied uniformly by the Committee.



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Exercise of Option.  Unless provided otherwise by the Committee, the Options will become exercisable by the grantee on the third anniversary of the grant of the Option (such three year period following the date of grant will herein be referred to as the "Vesting Period"); provided that the grantee is an Eligible Agent in Good Standing on such date and on each day prior to the third anniversary. Until the end of the Vesting Period, the Option will be forfeited at any time the grantee is not in Good Standing with AEGON USA.



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Number of Options to Exercise.  All the Options granted to the grantee in each individual grant must be exercised by such grantee at the same time.



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Termination of Agency or Contract.  Upon the termination, without cause, of an Option grantee's agency, or contract, as the case may be, with AEGON USA (for any reason other than death, if a natural person), Option privileges will be limited to the shares which were vested on the date

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of such termination. Such Option privileges will expire unless exercised within a period of time which is the lesser of ninety (90) days from the date of such termination without cause, or five (5) years from the date of grant, as described herein. If an Option grantee's agency, or contract, is terminated for Cause, as defined below, the Committee may provide that all rights with respect to vested and unvested Options under such Stock Option will expire upon receipt of the notice of such termination.

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Termination for Cause.  If a Licensed Agent is terminated for any of the following reasons, the Licensed Agent will be deemed to have been terminated for Cause:



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any conduct undertaken by a Licensed Agent which demonstrates a deliberate and willful act intended to result in personal enrichment to the Licensed Agent at the expense of AEGON USA, its subsidiaries or affiliates or intended to result in injury to AEGON USA, its subsidiaries or affiliates; or



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the commission of a misdemeanor, felony or any other crime of moral turpitude; or



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such other acts which may be cause for termination under the Licensed Agent's Agreement with AEGON USA.



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Death.  Upon the death of an Option grantee, Option privileges will only apply to those Options which were immediately exercisable at the time of death. The Committee, however, in its discretion, may provide that any Options outstanding but not yet exercisable upon the death of an Option grantee may become exercisable in accordance with a schedule to be determined by the Committee. Such privileges will expire unless exercised by legal representatives prior to the fifth anniversary of the grant of the Options.



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Substitute Shares for Options.  At the discretion of the Committee, AEGON USA may substitute shares of Common Stock for the value of the options held by a grantee. The procedure for making such substitution, including the value thereof, will be determined by the Committee.



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Compliance with Securities Laws.  The Options will provide that AEGON USA will not be obligated to sell or issue any shares pursuant to any Option unless the shares with respect to which the option is being exercised are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws.

Discontinuance or Amendment of the Plan

        The Committee may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes, except that it may not revoke or alter, in a manner unfavorable to the grantees of any Options hereunder, any Options then outstanding, nor may the Committee amend the Plan where such amendment would cause the Plan to fail to comply with any requirement of applicable law or regulation. The Plan will continue until all awards granted under the Plan have been satisfied or expired, unless earlier terminated or suspended.

Nontransferability

        Any Options granted under the Plan will not be transferable except under terms and conditions as may be established by the Committee in accordance with regulations promulgated under the Securities Exchange Act of 1934, as amended, or any other applicable law or regulation. Such Options will be the exclusive property of the grantee.

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No Right of Agency

        The Plan and the Options granted hereunder will not confer upon any Eligible Agent the right to continued affiliation, agency, or any other relationship with AEGON USA, its subsidiaries, affiliates or divisions or affect in any way the right of such entities to terminate the affiliation, agency, or other relationship of an Eligible Agent at any time and for any reason.

Taxes

        AEGON USA will be entitled to withhold the amount of any tax attributable to any Option granted, any amount payable or shares of Common Stock deliverable under the Plan after giving the person entitled to receive such amount or shares notice. Alternatively, the Committee may require the grantee to remit an amount in cash or in Common Stock to satisfy such tax withholding requirements.

Written Agreements

        Each award of Options will be evidenced by a written agreement, executed by the Eligible Agent and AEGON USA, which will contain such restrictions, terms and conditions as the Committee may require.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        This discussion is the opinion of Allen & Overy LLP insofar as it relates to matters of U.S. federal income tax law and describes certain U.S. federal income tax consequences of participation in the Plan.

        It is intended that options issued pursuant to the Plan will be nonqualified stock options. A nonqualified stock option is an option that does not qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. With respect to a nonqualified stock option, the participant will not recognize income upon the grant of such option unless such option has a "readily ascertainable fair market value" at the time of grant. The participant will recognize ordinary income upon the exercise of such option equal to the amount by which the fair market value of the Common Stock at the time of exercise exceeds the exercise price of the option. Upon the later sale or exchange of the Common Stock by the participant, any difference between the sales price and the exercise price will be treated as capital gain or loss to the extent not recognized as ordinary income as provided above, and will be long-term if the Common Stock has been held for more than one year.

        Generally, AEGON will be entitled to take a deduction for federal income tax purposes in an amount equal to the amount included in the participant's income in AEGON's taxable year in which or with which the participant's taxable year of income inclusion ends.

        AEGON shall be entitled to withhold the amount of any tax attributable to any option granted, any amount payable or shares deliverable under the Plan after giving the person entitled to receive such amount or shares notice. Alternatively, the Committee may require the grantee to remit an amount in cash or in Common Stock to satisfy such tax withholding requirements.

        The following is a summary of the material federal income tax consequences of participation in the Plan based on existing federal income tax law as of the date hereof:

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Unless the option has a "readily ascertainable value", participants will recognize ordinary taxable income on the date the option is exercised in an amount equal to the difference between the fair market value of the Common Stock on the date of exercise and the exercise price.



2.

AEGON will be entitled to a deduction on the date of exercise equal to the amount that the participant is required to include in income.



3.

Upon the disposition of the Common Stock by the participant, to the extent that the capital gains holding period is satisfied, the participant will recognize capital gains equal to the amount received upon disposition less the exercise price and the amount previously included in the participant's taxable income.

        The foregoing discussion is a general discussion of certain material income tax aspects of nonqualified stock options and relates only to United States federal income taxes; participants may be subject to United States state and local taxation or to certain Netherlands foreign taxes. Accordingly, each participant should consult with his or her tax advisers regarding the specific tax consequences of this Plan, including, but not limited to, potential state and local taxation or Netherlands foreign taxes with respect to their participation in the Plan.

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DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION OF AEGON N.V.

        The following is a summary of the terms of AEGON N.V.'s share capital, including brief descriptions of provisions contained in AEGON N.V.'s articles of incorporation, as last amended on May 3, 2007. These summaries and descriptions do not purport to be complete statements of these provisions.

Share Capital

        The total authorized share capital of AEGON N.V. consists of 3,000,000,000 common shares, par value EUR 0.12 per share (the "Common Stock"), and 1,000,000,000 class A and class B preferred shares, par value EUR 0.25 per share, of which 500,000,000 are class A preferred shares (the "Preferred A Shares") and 500,000,000 are class B preferred shares (the "Preferred B Shares" and together with the Preferred A Shares, the "Preferred Shares")). As of September 30, 2008, 1,578,227,139 shares of our Common Stock, 211,680,000 Preferred A Shares and 35,170,000 Preferred B Shares were issued and outstanding. Of the issued Common Stock, 56,044,790 shares of Common Stock were held by AEGON N.V. as treasury shares.

        All shares of our Common Stock and all our Preferred Shares are fully paid and not subject to calls for additional payments of any kind. All shares of our Common Stock are registered shares and held by shareholders worldwide either through Euroclear Netherlands as Deposit Shares or directly registered in our Register of Shareholders. Holders of New York Shares hold their shares of our Common Stock in registered form issued by our New York transfer agent on our behalf (the "New York Shares"). New York Shares and Deposit Shares are exchangeable on a one-to-one basis and are entitled to the same rights, except that cash dividends are paid in US dollars on New York Shares.

        As of September 30, 2008, 229,650,735 shares of our Common Stock were registered in our Register of Shareholders and 212,036,980 shares of our Common Stock were held in the form of New York Shares.

Dividends

        Under Dutch law and AEGON N.V.'s articles of incorporation, the holders of shares of our Common Stock are entitled to payment of dividends out of the profits remaining after the creation of a reserve account, if any. The AEGON Executive Board may determine the dividend payment date for our Common Stock and Preferred Shares, the record date for payment applicable to holders of registered shares of our Common Stock and, with the approval of the AEGON Supervisory Board, the currency or currencies in which dividends will be paid. For dividends on New York Shares therefore, AEGON N.V. is empowered to make payment in U.S. dollars.

        Preferred dividends are payable on the capital actually paid in on the Preferred Shares at a percentage, on an annual basis, which will be equal to the European Central Bank's fixed interest percentage for basic refinancing transactions, to be increased by 1.75 percentage points, all applicable to the first day of trading on Euronext Amsterdam in the financial year to which the dividend relates.

Voting Rights and Appointment of AEGON Supervisory and AEGON Executive Boards

         General Meeting of Shareholders.    All holders of shares of our Common Stock and of our Preferred Shares are entitled to attend personally or by proxy any general meeting of shareholders upon compliance with the procedures described below. A holder of shares of our Common Stock is entitled to one vote for each share held by such holder and represented at the meeting. However, a holder of Preferred Shares is entitled, instead of casting one vote per Preferred Share, to cast such number of votes as are equal to the number of Preferred Shares held multiplied by twenty-five-twelfths (²⁵/12), provided that any resulting fraction of a vote is disregarded. AEGON N.V. and Vereniging

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AEGON have entered into a preferred shares voting rights agreement, pursuant to which Vereniging AEGON has voluntarily waived its right to cast ²⁵/12 votes per Preferred A Share or Preferred B Share. Instead, Vereniging AEGON has agreed to exercise only one vote per Preferred Share, except in the event of a "special cause," such as the acquisition of a 15% interest in AEGON N.V., a tender offer for AEGON N.V. shares or a proposed business combination by any person or group of persons whether individually or as a group, other than in a transaction approved by the AEGON Executive Board and the AEGON Supervisory Board. If, in its sole discretion, Vereniging AEGON determines that a "special cause" exists, Vereniging AEGON will notify the general meeting of shareholders and retain its right to exercise the full voting power of ²⁵/12 votes per Preferred Share for a limited period of six months.

        A general meeting of shareholders is required to be held not later than June 30 of each year. General meetings of shareholders are called by the AEGON Supervisory Board or the AEGON Executive Board and are required to be held in Amsterdam, The Hague, Haarlemmermeer (including Schiphol Airport), Leidschendam, Rijswijk (ZH), Rotterdam or Voorburg, at the choice of the corporate body that calls the meeting. The AEGON Executive Board is authorized to decide that with respect to a general meeting of shareholders, a record date will be applied on the basis of which it shall be determined in accordance with Section 2:119 of the Dutch Civil Code which persons are deemed to be shareholders for the purpose of attending and exercising voting rights at a general meeting of shareholders. Such record date and the manner in which shareholders can register and exercise their rights will be set out in the notice of the meeting. Action is taken at general meetings by an absolute majority of the valid votes cast unless a larger majority is explicitly provided by law or by AEGON N.V.'s articles of incorporation.

        AEGON N.V. may not vote shares held by it or its subsidiaries.

         Major Shareholders of AEGON N.V.    As of March 31, 2008, Vereniging AEGON held approximately 10.5% of our Common Stock and 100% of our Preferred Shares. These holdings give Vereniging AEGON approximately 24.1% of AEGON N.V.'s voting shares. In the event of a "special cause," as describe above, Vereniging AEGON's voting rights will increase to approximately 34.2% for up to six months per "special cause." Vereniging AEGON is a membership association under Dutch law. One of the principal characteristics of a membership association is that it has no share capital. The objective of Vereniging AEGON is the balanced representation of the interests of AEGON N.V. and all of its stockholders, AEGON Group companies, insured parties, employees and other constituencies of the AEGON Group. The table below shows the ownership percentage of Vereniging AEGON as of September 30, 2008.

        Vereniging AEGON has two administrative bodies: the General Meeting of Members and the Executive Committee. At September 30, 2008, the General Meeting of Members consisted of 19 individuals who were elected as members of Vereniging AEGON. The majority of the voting rights is with the 17 members not being employees or former employees of AEGON N.V. or one of the AEGON Group companies, nor current or former members of the AEGON Supervisory Board or the AEGON Executive Board. Those members represent a broad cross-section of Dutch society, and are called elected members.

        The other two members are both elected by the General Meeting of Members of Vereniging AEGON from among the members of the AEGON Executive Board.

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        The Executive Committee of Vereniging AEGON consists of seven members. Five of those members, including the chairman and vice-chairman, are not nor have ever been, related to AEGON N.V. The other two members are also members of the AEGON Executive Board. Resolutions of the Executive Committee, other than with regard to amendment of the articles of association of Vereniging AEGON, require an absolute majority of votes. When a vote in the Executive Committee results in a tie, the General Meeting of Members has the deciding vote. Amendments of the articles of association of Vereniging AEGON requires a unanimous proposal from the Executive Committee of Vereniging AEGON (including consent of the two representatives of AEGON N.V.) pursuant to a special procedure. Following an amendment of the articles of association of Vereniging AEGON as effected on September 13, 2005, this special requirement does not apply in the event of a hostile change of control at the general meeting of shareholders of AEGON N.V., in which event Vereniging AEGON may amend its articles of association without the cooperation of AEGON N.V.

         Appointment of the AEGON Supervisory Board and the AEGON Executive Board.    AEGON N.V. has a two-tier management system consisting of an executive board and a supervisory board. Members of the AEGON Supervisory Board are nominated by the AEGON Supervisory Board and are appointed by the general meeting of shareholders. The number of members of the AEGON Supervisory Board is determined from time to time by the AEGON Supervisory Board but may not consist of less than seven members. Members of the AEGON Executive Board are nominated by the AEGON Supervisory Board and are appointed by the general meeting of shareholders. For more information please see "Item 6. Directors, Senior Management and Employees" of AEGON N.V.'s 2007 Annual Report on Form 20-F.

         Shareholder Proposals.    Shareholders who, alone or jointly, represent at least one-tenth percent (0.1%) of the issued capital or a block of shares, alone or jointly, worth at least fifty million euro (EUR 50,000,000) according to the Official Price List of Euronext Amsterdam N.V. (or any publication taking its place), shall have the right to request of the AEGON Executive Board or the AEGON Supervisory Board that items be placed on the agenda of the general meeting of shareholders. These requests shall be honored by the AEGON Executive Board or the AEGON Supervisory Board under the conditions that (a) important AEGON interests do not dictate otherwise; and (b) the request is received by the chairman of the AEGON Executive Board or the chairman of the AEGON Supervisory Board in writing at least sixty (60) days before the date of the general meeting of shareholders.

         Amendment of Articles.    The articles of incorporation of AEGON N.V. may be amended at any general meeting of shareholders by an absolute majority of the votes cast. Any such amendment must have been proposed by the AEGON Executive Board which proposal must have been approved by the AEGON Supervisory Board.

         Annual Accounts.    The general meeting of the shareholders adopts annually AEGON N.V.'s annual accounts with respect to the previous calendar year.

Liquidation Rights

        In the event of the liquidation of AEGON N.V., the general meeting of shareholders determines the remuneration of the liquidators and of the members of the AEGON Supervisory Board. The AEGON Executive Board is responsible for effecting the liquidation, which is to be overseen by the AEGON Supervisory Board. The assets remaining after payment of all debts, liquidation expenses and taxes are to be distributed first to the holders of Preferred Shares in the amount of their paid-in capital. The amount left after such payment will be distributed to the holders of shares of our Common Stock.

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Issuance of Additional Rights

        Shares of AEGON N.V.'s authorized but unissued capital stock may be issued at such times and on such conditions as may be determined at a general meeting of shareholders or by the AEGON Executive Board if authorized by the shareholders. At the general meeting of shareholders of AEGON N.V. held on April 23, 2008, the AEGON Executive Board was designated, for a period of eighteen months effective April 23, 2008, by a resolution approved by the shareholders, as the company body which shall, subject to the approval of the AEGON Supervisory Board, be authorized to decide upon the issue of shares and to grant rights to acquire shares. The authority granted thereby is limited annually to 10% of the capital, plus 10% of the capital if the issuance or the granting of rights occurs on the occasion of the acquisition of an enterprise or a corporation. For purposes of this paragraph, the term "capital" means the total par value of the shares of our Common Stock issued at the time this authorization is used for the first time in any calendar year. The authorization described above may only be withdrawn by a resolution of the general meeting of shareholders following a proposal by the AEGON Executive Board which has been approved by the AEGON Supervisory Board.

Preemptive Rights

        Except in certain instances prescribed by law, the holders of shares of our Common Stock have preemptive rights on a pro rata basis to purchase the number of shares of our Common Stock to be issued. Holders of Preferred Shares, as such, have no preemptive rights in respect of any shares of our Common Stock.

        Preemptive rights in respect of our Common Stock may be restricted or excluded by a resolution passed by the general meeting of shareholders. In the notice of the meeting, the reasons for the proposal to restrict or exclude the preemptive rights in respect of our Common Stock and the intended issue price must be explained in writing. Preemptive rights may also be restricted or excluded by the AEGON Executive Board if a resolution is passed by the general meeting of shareholders which confers such power on the AEGON Executive Board for a maximum of five years. This power may from time to time be extended, but never for a period longer than five years. A resolution of the general meeting that restricts or excludes preemptive rights or that confers this power to the AEGON Executive Board can only be adopted at the proposal of the AEGON Executive Board which is approved by the AEGON Supervisory Board. A resolution of the general meeting to restrict or exclude the preemptive rights or to confer this power to the AEGON Executive Board shall require a majority of not less than two thirds of the votes cast if less than one half of AEGON N.V.'s issued capital is represented at the meeting. If AEGON N.V. makes a rights offering to the holders of our Common Stock, the rights of holders of New York Shares to exercise the rights so offered is subject to a restriction which permits AEGON N.V. to sell such rights in a manner to be determined by the AEGON Executive Board and to remit the cash proceeds of such sale to such holders if the additional shares of Common Stock are not registered under the Securities Act.

        At the general meeting of shareholders of AEGON N.V. held on April 23, 2008, the AEGON Executive Board was designated, for a period of eighteen months effective April 23, 2008, by a resolution approved by the shareholders, as the company body which shall, subject to the approval of the AEGON Supervisory Board, be authorized to restrict or exclude the preemptive rights of the shareholders with regard to the issuance of shares of our Common Stock or the granting of rights to subscribe for shares of our Common Stock. In respect of the issuance of shares of our Common Stock without preemptive rights, the authority given thereby shall be limited annually to 10% of the capital, plus 10% of the capital if the issuance occurs on the occasion of the acquisition of an enterprise or a corporation. For purposes of this paragraph, the term "capital" means the total par value of the shares of our Common Stock issued at the time this authorization is used for the first time in any calendar year.

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        The authorization described above may only be withdrawn by a resolution of the general meeting of shareholders following a proposal by the AEGON Executive Board which has been approved by the AEGON Supervisory Board.

Repurchase by AEGON N.V. of its Own Shares

        Subject to certain restrictions contained in the laws of the Netherlands and AEGON N.V.'s articles of incorporation, the AEGON Executive Board may cause AEGON N.V. to purchase its own fully-paid shares, provided that the total number of AEGON N.V. shares so repurchased, together with shares already held in treasury by AEGON N.V. or held by its subsidiaries, may not exceed, in the aggregate, 10% of the issued capital. Such purchase may be made only upon authorization by the general meeting of shareholders, which authorization is valid for a maximum of eighteen months and must include the number of shares to be acquired, the way in which they may be acquired and the minimum and maximum purchase price. In addition, the approval of the AEGON Supervisory Board shall be required for any such acquisition. At the general meeting of shareholders held on April 23, 2008, the shareholders authorized the AEGON Executive Board for a period of eighteen months to acquire shares up to the maximum number permitted by law and AEGON N.V.'s articles of incorporation at a price not higher than 10% above the quoted local market price immediately prior to the acquisition. Preferred shares may only be acquired at a price not higher than 10% above the average paid-in amount on the preferred shares being acquired, to be increased with dividends accrued but not yet paid at the time of the acquisition.

Certificates for Common Stock and their Transfer

        Certificates evidencing shares of our Common Stock are issuable, upon a resolution of the AEGON Executive Board, only in registered form. Certificates issued by the New York registrar are printed in the English language. New York Shares may be held by residents as well as non-residents of the Netherlands. Only New York Shares may be traded on the New York Stock Exchange. New York Shares may be transferred on the books of AEGON N.V. at the office of the New York transfer agent by surrendering the New York Shares with the deed of transfer on the New York Shares or in a separate instrument completed in full and signed by the transferor. Upon surrender, AEGON N.V., acting through its New York transfer agent, will either note the transfer on the surrendered New York Shares or issue replacement New York Shares registered in the name of the new owner. In addition, a shareholder may, in accordance with AEGON N.V.'s articles of incorporation, upon the surrender for cancellation of any share certificate previously issued, request the consent of the Executive Board to have his name entered in the register of shareholders maintained by AEGON N.V. with respect to the share or shares owned by him and to receive, in lieu of a certificate, a non-negotiable declaration of registration of such share or shares.

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PRICE RANGE OF COMMON STOCK

        The principal market for our Common Stock is Euronext Amsterdam. Our Common Stock is also listed on the New York Stock Exchange and the London and Tokyo stock exchanges.

        The following table sets forth, for the calendar periods indicated, the high and low sales prices of our Common Stock on Euronext Amsterdam and the New York Stock Exchange as reported by Bloomberg and is based on closing prices. Share prices have been adjusted for all stock splits and stock dividends through September 30, 2008.

        On Euronext Amsterdam only Euronext registered shares may be traded and on the New York Stock Exchange only New York Registry Shares may be traded.

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PLAN OF DISTRIBUTION

        The shares of Common Stock registered under this registration statement will be offered by AEGON to certain non-employee producers, contractors, consultants and agents of AEGON USA pursuant to options and stock awards granted under the Plan as described under "Description of the Plan" above, without the use of any underwriters in connection with such offering. No underwriting discounts or commissions will be paid in connection with the offering.

LEGAL MATTERS

        Certain matters with respect to the legality of the shares of Common Stock registered hereby have been passed upon for us by Erik Lagendijk, General Counsel for AEGON N.V. Erik Lagendijk is regularly employed by AEGON N.V, participates in various AEGON employee benefit plans under which he may receive shares of Common Stock and currently owns or has rights to acquire an aggregate of less than 0.1% of our Common Stock.

        Certain matters of United States federal income tax law have been passed upon for us by Allen & Overy LLP, New York, New York.

EXPERTS

        Ernst & Young Accountants, independent registered public accounting firm, have audited our consolidated financial statements and schedules included in our Annual Report on Form 20-F for the year ended December 31, 2007, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. The consolidated financial statements and schedules are incorporated by reference in reliance on Ernst & Young Accountants' report, given on their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Indemnification of Directors and Officers

        AEGON maintains insurance to indemnify members of the AEGON Executive and Supervisory Boards and officers of AEGON. The concept of indemnification of directors of a company from liabilities arising from their actions as members of the executive or supervisory boards is, in principle, accepted in The Netherlands and sometimes is provided for in the company's articles of incorporation. Although neither the laws of The Netherlands nor the articles of incorporation of AEGON contain any provisions in this respect, AEGON has contractually agreed to indemnify members of the AEGON Executive and Supervisory Boards and officers of AEGON.

Item 9.    Exhibits

Item 10.    Undertakings

        (a)   The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the Securities Act.

        (ii)   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement.

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        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

        (5)   That, for the purpose of determining liability under the Securities Act to any purchaser:

        (i)    If the registrant is relying on Rule 430B:

        (A)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

        (B)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430(B), for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus related, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the

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registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

        (ii)   If the registrant is subject to Rule 430(C), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (6)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (i)    Any preliminary prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

        (ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, AEGON N.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Hague, The Netherlands, on this 2^nd day of December, 2008.

POWER OF ATTORNEY

        The officers and directors of AEGON N.V. whose signatures appear below hereby constitute and appoint Craig D. Vermie and Pat Baird, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments (including post-effective amendments) to this registration statement on Form F-3 and to file the same, with all exhibits thereto, and other documents in connection therewith, including registration statements filed in connection with this offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, (the "Securities Act")with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do everything necessary to accomplish the foregoing, as fully to all intents and purposes as he or she might or could do in person, and each of the undersigned does hereby ratify and confirm all that each of said attorneys and agents, or their substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons (who comprise a majority of the Executive and Supervisory Boards) in the capacities indicated on December 2, 2008.

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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
ABOUT THIS PROSPECTUS
AEGON N.V.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
INCORPORATION OF CERTAIN INFORMATION WE FILE WITH THE SEC
FINANCIAL INFORMATION
ENFORCEMENT OF CIVIL LIABILITIES
USE OF PROCEEDS
RISK FACTORS
DESCRIPTION OF THE PLAN
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION OF AEGON N.V.
PRICE RANGE OF COMMON STOCK
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers
Item 9. Exhibits
Item 10. Undertakings

SIGNATURES
POWER OF ATTORNEY