POSASR

Registration No. 333-174878

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AEGON N.V.	AEGON FUNDING COMPANY LLC
(Exact name of Registrant as specified in its charter)	(Exact name of Registrant as specified in its charter)
Not Applicable	Delaware
(Translation of Registrant’s name into English)	(State or other jurisdiction of incorporation or organization)
The Netherlands	42-1489646
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Not Applicable	Corporation Trust Center
(I.R.S. Employer Identification No.)	1209 Orange Street
	Wilmington, DE 19801
AEGONplein 50	(302) 658-7581
PO Box 85	(Address and telephone number of
2501 CB The Hague	Registrant’s principal executive offices)
The Netherlands
+31-70-344-3210
(Address and telephone number of
Registrant’s principal executive offices)

Craig D. Vermie, Esq.

AEGON USA, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499

(319) 355-8511

(Name, address and telephone number of agent for service)

Copy of communications to:

A. Peter Harwich, Esq.

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

(212) 610-6300

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.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, 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, check the following box.  x

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, check the following box.  o

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Explanatory Note

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to file certain exhibits to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 9.   Exhibits

Exhibit Number	Description
1.1	Form of Underwriting Agreement(1)
1.2	Underwriting Agreement, dated January 24, 2012 among AEGON N.V. and the underwriters named therein
4.1	Articles of Association of AEGON N.V., as amended and restated May 4, 2010(2)
4.2	Amendment of the 1983 Merger Agreement among AEGON and Vereniging AEGON(3)
4.3	Preferred Shares Voting Rights Agreement(4)
4.4	Specimen Share Certificate(5)
4.5	Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as Trustee(6)
4.6	Form of Guarantee(included in Exhibit 4.5)
4.7	Form of Warrant Agreement(7)
4.8	Form of Purchase Contract Agreement(8)
4.9	Form of Unit Agreement(9)
4.10	Eighth Supplemental Indenture, dated as of January 31, 2012, among AEGON N.V., The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A.
4.11	Form of 8.00% Non-Cumulative Subordinated Note due 2042(included in Exhibit 4.10)
5.1	Opinion of Allen & Overy, New York, New York(10)
5.2	Opinion of Allen & Overy, Amsterdam, The Netherlands(11)
5.3	Opinion of Allen & Overy, New York, New York
8.1	Tax Opinion of Allen & Overy, New York, New York(12)
8.2	Tax Opinion of Allen & Overy, New York, New York
8.3	Tax Opinion of Allen & Overy, Amsterdam, The Netherlands
23.1	Consent of Allen & Overy, New York, New York (included in Exhibit 5.1 and Exhibit 8.1)
23.2	Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2)
23.3	Consent of Ernst & Young Accountants, Independent Registered Public Accounting Firm(13)
23.4	Consent of Allen & Overy, New York, New York (included in Exhibit 5.3)
23.5	Consent of Allen & Overy, New York, New York (included in Exhibit 8.2)

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23.6	Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 8.3)
24.1	Powers of Attorney(14)
25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. under the Trust Indenture Act of 1939 on Form T-1(15)

(1)	Incorporated by reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(2)	Incorporated by reference to Form 6-K furnished to the SEC on May 18, 2011.
(3)	Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.
(4)	Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.
(5)	Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.
(6)	Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.
(7)	Incorporated by reference to Exhibit 4.12 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(8)	Incorporated by reference to Exhibit 4.13 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(9)	Incorporated by reference to Exhibit 4.14 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(10)	Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(11)	Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(12)	Incorporated by reference to Exhibit 8.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(13)	Incorporated by reference to Exhibit 23.3 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(14)	Incorporated by reference to the signature pages to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(15)	Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, The Netherlands, on this 31st day of January, 2012.

AEGON N.V.
By:	/s/ C.M. van Katwijk
Name:	C.M. van Katwijk
Title:	Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons (who comprise a majority of the Executive and Supervisory Boards) in the capacities and on the dates indicated.

Signature	Title	Date
*
A.R. WYNAENDTS	Chief Executive Officer and Chairman of the Executive Board (Principal Executive Officer)	January 31, 2012
*
J.J. NOOITGEDAGT	Member of the Executive Board and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 31, 2012
*
R.J. ROUTS	Chairman of the Supervisory Board	January 31, 2012
*
I.W. BAILEY, II	Supervisory Board Member	January 31, 2012
*
A. BURGMANS	Supervisory Board Member	January 31, 2012
*
S. LEVY	Supervisory Board Member	January 31, 2012
*
K.M.H. PEIJS	Supervisory Board Member	January 31, 2012
*
K.J. STORM	Supervisory Board Member	January 31, 2012
*
B. VAN DER VEER	Supervisory Board Member	January 31, 2012

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*
L.M. VAN WIJK	Supervisory Board Member	January 31, 2012
*
D.P.M. VERBEEK	Supervisory Board Member	January 31, 2012
*
C.D. VERMIE	Authorized U.S. Representative	January 31, 2012

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Pursuant to the requirements of the Securities Act of 1933, the Registrant, AEGON Funding Company LLC, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 31st day of January, 2012.

AEGON FUNDING COMPANY LLC.
By:	/s/ C.M. van Katwijk
Name:	C.M. van Katwijk
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons (who comprise a majority of the Board of Directors) in the capacities and on the dates indicated.

Signature	Title	Date
*
C.M. VAN KATWIJK	President (Principal Executive Officer)	January 31, 2012
*
K.R. WRIGHT	Treasurer (Principal Financial Officer and Principal Accounting Officer)	January 31, 2012
*
C.D. VERMIE	Secretary	January 31, 2012

*By his signature below, the undersigned, pursuant to a duly authorized power of attorney filed with the Securities and Exchange Commission, has signed this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the person indicated.

/s/ C.M. van Katwijk

C.M. VAN KATWIJK

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement(1)
1.2	Underwriting Agreement, dated January 24, 2012 among AEGON N.V. and the underwriters named therein
4.1	Articles of Association of AEGON N.V., as amended and restated May 4, 2010(2)
4.2	Amendment of the 1983 Merger Agreement among AEGON and Vereniging AEGON(3)
4.3	Preferred Shares Voting Rights Agreement(4)
4.4	Specimen Share Certificate(5)
4.5	Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as Trustee(6)
4.6	Form of Guarantee(included in Exhibit 4.5)
4.7	Form of Warrant Agreement(7)
4.8	Form of Purchase Contract Agreement(8)
4.9	Form of Unit Agreement(9)
4.10	Eighth Supplemental Indenture, dated as of January 31, 2012, among AEGON N.V., The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A.
4.11	Form of 8.00% Non-Cumulative Subordinated Note due 2042(included in Exhibit 4.10)
5.1	Opinion of Allen & Overy, New York, New York(10)
5.2	Opinion of Allen & Overy, Amsterdam, The Netherlands(11)
5.3	Opinion of Allen & Overy, New York, New York
8.1	Tax Opinion of Allen & Overy, New York, New York(12)
8.2	Tax Opinion of Allen & Overy, New York, New York
8.3	Tax Opinion of Allen & Overy, Amsterdam, The Netherlands
23.1	Consent of Allen & Overy, New York, New York (included in Exhibit 5.1 and Exhibit 8.1)
23.2	Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2)
23.3	Consent of Ernst & Young Accountants, Independent Registered Public Accounting Firm(13)
23.4	Consent of Allen & Overy, New York, New York (included in Exhibit 5.3)
23.5	Consent of Allen & Overy, New York, New York (included in Exhibit 8.2)
23.6	Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 8.3)
24.1	Powers of Attorney(14)
25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. under the Trust Indenture Act of 1939 on Form T-1(15)

(1) Incorporated by reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.

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(2)	Incorporated by reference to Form 6-K furnished to the SEC on May 18, 2011.
(3)	Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.
(4)	Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.
(5)	Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.
(6)	Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.
(7)	Incorporated by reference to Exhibit 4.12 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(8)	Incorporated by reference to Exhibit 4.13 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(9)	Incorporated by reference to Exhibit 4.14 to Pre-Effective Amendment No. 2 to Form F-3 (file no. 333-106497) filed with the SEC on September 23, 2003.
(10)	Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(11)	Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(12)	Incorporated by reference to Exhibit 8.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(13)	Incorporated by reference to Exhibit 23.3 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(14)	Incorporated by reference to the signature pages to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.
(15)	Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-174878) filed with the SEC on June 14, 2011.

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EX-1.2

Exhibit 1.2

US$500,000,000

AEGON N.V.

8.000% NON-CUMULATIVE SUBORDINATED NOTES DUE 2042

UNDERWRITING AGREEMENT

dated January 24, 2012

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

January 24, 2012

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC 28202

As Representatives of the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands and having its statutory seat at The Hague, The Netherlands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the aggregate principal amount of its securities identified in Schedule I hereto, (the “Firm Securities”), to be issued under an indenture (the “Base Indenture”) dated as of October 11, 2001 among the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to Citibank, N.A. under the Agreement of Resignation, Appointment and Acceptance dated as of August 21, 2007 by and among the Company, AEGON Funding Company LLC, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A., the “Trustee”), as supplemented and modified to the date hereof, and as shall be further supplemented and modified by an eighth supplemental indenture to be dated as of the Closing Date as defined hereinafter (the “Eighth Supplemental Indenture” and collectively, with the Base Indenture as supplemented to the date hereof, the “Indenture”).  The Company also proposes to issue and sell to the several Underwriters, in aggregate, not more than an additional US$75,000,000 principal amount of such securities (the “Additional Securities”) if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such securities granted to the Underwriters pursuant to

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Section 2 hereof.  The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.”

The Company has filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3 (No. 333-174878) covering the registration of various types of securities under the United States Securities Act of 1933, as amended (the “Securities Act”), including the Securities, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Prospectus Supplement”) specifically relating to the Securities pursuant to Rule 424 under the Securities Act.  The term “Registration Statement” means the registration statement, including the exhibits thereto, as amended to the date of this Agreement and includes any prospectus supplement that is filed with the Commission and deemed by virtue of Rule 430B to be part of the Registration Statement.  The term “Basic Prospectus” means the prospectus dated June 14, 2011 included in the Registration Statement.  The term “Prospectus” means the Basic Prospectus together with the Prospectus Supplement in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act).  The term “preliminary prospectus” means a preliminary prospectus supplement specifically relating to the Securities, together with the Basic Prospectus.  The preliminary prospectus, the Time of Sale Prospectus (as defined below) and the Prospectus will be used in connection with the offering and sale of the Securities.

As used in this Agreement, the following terms have the following meanings:

“Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

“Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 under the Securities Act.

“Time of Sale” means 7:17 pm (New York time) on January 24, 2012.

“Time of Sale Prospectus” means the preliminary prospectus, together with any Free Writing Prospectus listed on Schedule III hereof.

As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Prospectus”, “preliminary prospectus” and the “Time of Sale Prospectus” shall include, in each case, the documents, if any, incorporated by reference therein.  The terms “supplement,” “amendment” and “amend” as used herein shall include all documents deemed to be incorporated by reference in the Registration Statement, the Basic Prospectus, the Prospectus, the preliminary prospectus and the Time of Sale Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the

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United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) but, with respect to the Time of Sale Prospectus, shall not include any incorporated documents filed after the Time of Sale.

1.Representations and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission.

(b)(i) Each document, if any, incorporated by reference or deemed to be incorporated by reference in the Time of Sale Prospectus and the Prospectus, complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, the Time of Sale Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the requirements of the Securities Act and the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the applicable rules and regulations of the Commission thereunder and (iv) the Time of Sale Prospectus as of the Time of Sale did not contain and the Prospectus does not contain and the Prospectus, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in (A) that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (B) the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(c)The Company (including its agents and representatives, other than the Underwriters) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to or make any offer relating to the Securities that would constitute a Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities

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Act; (ii) other written communications approved in writing in advance by the Representatives including the term sheet substantially as set forth in Schedule I; or (iii) an electronic road show, if any, furnished to the Representatives for their approval before first use.  Any such Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, complies or will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and has been, or will be, filed with the Commission in accordance with the Securities Act (to the extent required pursuant to Rule 433(d) thereunder).

(d)The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary prospectus, the Prospectus, the Time of Sale Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the Representatives or included in Schedule I hereto or the Registration Statement.

(e)The Company has been duly incorporated and is validly existing as a public company with limited liability under the laws of The Netherlands, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification and in which the failure to be so qualified would have a material adverse effect on the condition, financial or otherwise, or on the earnings, business, prospects or operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(f)Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification and in which the failure to be so qualified would have a Material Adverse Effect.

(g)The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Time of Sale Prospectus and the Prospectus.

(h)At the Closing Date (as defined below), the Securities will have been duly authorized, and, when executed and authenticated in

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accordance with the provisions of the Indenture and delivered and paid for pursuant to this Agreement, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Company and, at the Closing Date, as defined hereinafter, will have been executed and delivered by the Company and duly qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will, at the Closing Date, be a valid and legally binding instrument of the Company enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights.

(i)This Agreement has been duly authorized, executed and delivered by the Company.

(j)The execution and delivery by the Company of, and the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated in, this Agreement, the Securities and the Indenture, will not contravene any provision of (i) applicable law or (ii) the Articles of Association of the Company or any equivalent corporate governance document of any subsidiary or (iii) any license, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, and no consent, approval, authorization, registration, notification, clearance, order or qualification of or with any court, governmental or supranational body or agency or taxing authority is required for the performance by the Company of its obligations under this Agreement, the Securities and the Indenture, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.

(k)There are (i) no legal or governmental, administrative or other proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that (A) except as disclosed in the Time of Sale Prospectus, would have a Material Adverse Effect or in any manner question the validity of this Agreement, the Indenture or the Securities or the ability of the Company to perform its obligations thereunder or (B) are required to be described in the Registration Statement or the Time of Sale Prospectus and are not so

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described and (ii) no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Time of Sale Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

(l)There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the Time of Sale).

(m)Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, and the Basic Prospectus complied when so filed in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

(n)The Company is not, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus, will not be required to register as an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended.

(o)Neither the Company nor, to the knowledge of the Company, any director, officer, employee or affiliate is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person who, at the time of such financing, is the subject of any U.S. sanctions administered by OFAC (for purposes of this Section 1(o), “subject to U.S. sanctions” means that a U.S. person would be prohibited by sanctions administered by OFAC from transacting with such a person).

(p)At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” and the Company was and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act.

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2.Agreements to Sell and Purchase.  Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule II hereto, at the purchase price of 96.85% (being equal to the issue price of 100% less a gross spread of 3.15% representing a combined sales concession, management commission and underwriters’ commission) of the principal amount of the Securities plus accrued interest, if any, from January 31, 2012 if settlement occurs after that date; provided that in the case of sales by an Underwriter to certain institutions, the purchase price per Firm Security shall be an amount equal to 98.00% of the principal amount of the Firm Securities so sold (being equal to the issue price of 100% less a gross spread of 2.00% representing a combined sales concession, management commission and underwriters’ commission).

Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to US$75,000,000 aggregate principal amount of Additional Securities at the purchase price as described in the paragraph immediately above. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Securities to be purchased by the Underwriters and the date on which such Securities are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject to such adjustments as the Representatives, in their discretion, may make to eliminate any sales or purchases of a fractional aggregate principal amount of Additional Securities plus any additional principal amount of Securities which such underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereof.

3.Terms of the Offering.  The Company is advised by you that the Underwriters propose to offer the Securities for sale to the public as set forth in the Time of Sale Prospectus.

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4.Payment and Delivery. Payment for the Firm Securities shall be made to the Company in immediately available funds in New York, New York against delivery of such Firm Securities for the respective accounts of the several Underwriters by 10:00 am, New York time, on January 31, 2012, or at such other time on the same or such later date not more than three business days after that date as shall be designated in writing by you, which time and date may be postponed by agreement between the Representatives and the Company or as provided in Section 10.  The time and date of such payment are herein referred to as the “Closing Date”.  Payment for any Additional Securities shall be made to the Company in immediately available funds in New York, New York against delivery of such Additional Securities for the respective accounts of the several Underwriters at 10:00 am, New York time, on the Option Closing Date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than three business days after the date, as shall be designated in writing by you.

Delivery of the Securities shall be made through the facilities of The Depository Trust Company.

5.Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)Subsequent to the Time of Sale and prior to the Closing Date there shall have been no material adverse change in the condition, financial or otherwise, or in the earnings, business, prospects or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

(b)The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such Closing Date.  The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)The Underwriters shall have received on the Closing Date an opinion of Erik Lagendijk, general counsel for the Company, dated the Closing Date, substantially in the form attached to this Agreement as Exhibit A.

(d)The Underwriters shall have received on the Closing Date an opinion of Allen & Overy LLP, outside Dutch counsel for the

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Company, dated the Closing Date, substantially in the form attached to this Agreement as Exhibit B.

(e)The Underwriters shall have received on the Closing Date an opinion and a disclosure letter of Allen & Overy LLP, outside U.S. counsel for the Company, dated the Closing Date, substantially in the forms attached to this Agreement as Exhibits C-1 and C-2, respectively.

(f)The Underwriters shall have received on the Closing Date an opinion and a disclosure letter of Davis Polk & Wardwell LLP, outside U.S. counsel for the Underwriters, dated the Closing Date, substantially in the forms attached to this Agreement as Exhibits D-1 and D-2, respectively.

(g)The Underwriters shall have received on the Closing Date an opinion of Bryan Cave LLP, counsel for the Trustee, dated the Closing Date, substantially in the form attached to this Agreement as Exhibit E.

(h)The Underwriters shall have received on the date hereof, and on the Closing Date, a letter dated as of the date hereof and the Closing Date, respectively, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young Accountants LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(i)The several obligations of the Underwriters to purchase Additional Securities hereunder are subject to the delivery to you on the applicable Option Closing Date of the certificates, opinions and comfort letter required to be delivered pursuant to subsections (b) through, and including, (h) of this Section, all dated the applicable Option Closing Date.

6.Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows:

(a)To furnish to you upon request, without charge, three signed copies of the Registration Statement (including exhibits thereto and documents incorporated therein by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York, New York, without charge, prior to 10:00 am New York time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(e) below, as many copies of the Prospectus, each Free Writing

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Prospectus, the Time of Sale Prospectus and/or the Registration Statement as you may reasonably request.

(b)Before amending or supplementing the Registration Statement, the Time of Sale Prospectus and/or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c)To prepare any Free Writing Prospectus to be included in the Time of Sale Prospectus in relation to the Securities in a form which shall be provided to the Representatives for their review and comment prior to the Time of Sale.

(d)If required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in a form which shall be provided to the Representatives for their review and comment prior to any filing and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act.

(e)If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which any Free Writing Prospectus included as part of the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall forthwith prepare (subject to Sections 6(b) and 6(c) hereof), file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements therein as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that any Free Writing Prospectus which is included as part of the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus as amended or supplemented, will comply with applicable law.

(f)If, during such period after the first date of the offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under

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the Securities Act) is required by law to be delivered or made available to investors in connection with sales by an Underwriter, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare (subject to Section 6(b) hereof), file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(g)Before preparing, using, authorizing, approving, referring to or filing any Free Writing Prospectus, the Company, will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Free Writing Prospectus.  The Company will not use, authorize, approve, refer to or file any Free Writing Prospectus to which the Underwriters reasonably object.  The Company will not take any action that would result in an Underwriter being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(h)To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.

(i)To use all reasonable efforts to list the Securities on the New York Stock Exchange.

(j)To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(k)Pursuant to reasonable procedures developed in good faith, to retain copies of each Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433 under the Securities Act.

(l)Except as otherwise expressly provided or agreed, whether or not the transactions contemplated in this Agreement are consummated

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or this Agreement is terminated, to pay or cause to be paid the following expenses incident to the performance of its obligations under this Agreement: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Free Writing Prospectus or the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters, in the quantities hereinabove specified, (ii) all costs and expenses related to the delivery of the Securities to the Underwriters, including any taxes payable thereon,  (iii) the costs and charges of any transfer agent, registrar or depositary, (iv) the fees and disbursements of the Trustee and its counsel, and (v) any fees charged by rating agencies for the rating of the Securities.  Except as expressly provided otherwise, the Underwriters shall pay all their costs and expenses including, without limitation, fees and disbursements of their counsel.

7.Covenants of Underwriters.

(a)Each Underwriter understands that no action has been or will be taken in any jurisdiction, except in the United States, that would permit a public offering of the Securities, or the possession, circulation or distribution of the Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or any other material relating to the Company in any jurisdiction where action for that purpose is required.

(b)(i) Each of the Underwriters has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and (ii) each of the Underwriters has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

(c)In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if

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the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the Company for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, and provided further that no such offer of the Securities shall be made in the Netherlands except pursuant to (a) above.  For the purpose of the above provisions, the expression “an offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

(d)The Underwriters will not take any action (including without limitation, the possession or distribution of the Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus, the Prospectus or any other offering document or any publicity or other material relating to the Securities) in any country or jurisdiction where such action would (i) result in any violation of applicable law, or (ii) cause the issuance of the Securities to be considered an offering to the public under applicable law.

(e)The Underwriters shall not use, refer to or distribute any Free Writing Prospectus except:

(i)a Free Writing Prospectus that (A) is not an Issuer Free Writing Prospectus, and (B) contains only information describing the preliminary terms of the Securities or their offering, which information is limited to the categories of terms referenced on Schedule I or otherwise permitted under Rule 134 of the Securities Act;

(ii)a Free Writing Prospectus as shall be agreed in writing with the Company that has not been distributed, used or referenced by such Underwriter in a manner reasonably designed

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to lead to its broad unrestricted dissemination unless the Company consents in writing to such dissemination; and

(iii)a Free Writing Prospectus identified in Schedule III hereto as forming part of the Time of Sale Prospectus.

The Company hereby agrees that the Underwriters shall distribute to investors a Free Writing Prospectus that contains the final terms of the Securities substantially in the form set forth in Schedule I hereto and that such Free Writing Prospectus shall be filed by the Company in accordance with Rule 433(d) and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.

8.Indemnity and Contribution.

(a)The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any Time of Sale Prospectus and the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(b)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Free Writing Prospectus that

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the Company has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto.

(c)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 8(a), and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (1) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (2) does not include a statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d)To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect

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of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

(e)The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the principal amount of Securities underwritten by it and distributed to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue

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or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement,  (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, the officers or directors of the Company or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

9.Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (a) trading generally, or trading in the Company’s common shares, shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, Euronext Amsterdam N.V. or the London Stock Exchange, (b) a material disruption in securities settlement, payment or clearance services in the United States, The Netherlands or the United Kingdom shall have occurred, (c) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or by the competent governmental or regulatory authorities in The Netherlands or the United Kingdom or (d) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in your judgment after consultation with us, to the extent practicable, is material and adverse and which, singly or together with any other event specified in this clause (d), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

10.Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal

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amount of Firm Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased, and arrangements satisfactory to you and the Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.  If, on an Option Closing Date (other than the Closing Date), any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11.Arm’s Length Relationship; No Fiduciary Duty.  The Company acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several

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Underwriters, on the other hand; (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

12.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13.Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15.Submission to Jurisdiction; Appointment of Agent for Service.

(a)The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Securities, and agrees that any such suit, action, or proceeding may be brought in any such court.  The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

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(b)        The Company hereby irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as its authorized agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent.  The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.  The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

16.        Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given.  The obligation of the Company with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency.  If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss.  If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

[SIGNATURE PAGES FOLLOW]

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Very truly yours,
AEGON N.V.
By:	/s/ C. Michiel van Katwijk
	Name:	C. Michiel van Katwijk
	Title:	Executive Vice President

Accepted as of the date hereof.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto.
By:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ Joseph A. Crowley
	Name:	Joseph A. Crowley
	Title:	Director
By:	Citigroup Global Markets Inc.
By:	/s/ Chandru M. Harjani
	Name:	Chandru M. Harjani
	Title:	Director
By:	Morgan Stanley & Co. LLC
By:	/s/ Yurij Slyz
	Name:	Yurij Slyz
	Title:	Executive Director
By:	Wells Fargo Securities, LLC
By:	/s/ Carolyn Hurley
	Name:	Carolyn Hurley
	Title:	Director

SCHEDULE I

FINAL PRICING TERM SHEET

DATE: JANUARY 24, 2012

This communication relates only to the securities described below and should only be read together with the Preliminary Prospectus Supplement dated January 23, 2012 and the Prospectus dated June 14, 2011 relating to these securities.

FINAL PRICING TERMS ON AEGON 8.000% NON-CUMULATIVE SUBORDINATED NOTES DUE 2042

ISSUER:	AEGON N.V.
SECURITIES OFFERED:	8.000% Non-Cumulative Subordinated Notes due 2042
FORMAT:	SEC-Registered Global Securities
AGGREGATE PRINCIPAL AMOUNT:	US$500,000,000 (excluding the underwriters’ option to purchase up to US$75,000,000 of additional aggregate principal amount of Non-Cumulative Subordinated Notes to cover overallotments, if any)
FORM AND DENOMINATION:	US$25 and integral multiples thereof
TRADE DATE:	January 24, 2012
SETTLEMENT DATE:	January 31, 2012 (T+5)
MATURITY DATE:	February 15, 2042, unless earlier redeemed or mandatorily postponed
INTEREST RATE:	8.000%
PRICE TO PUBLIC PER SUBORDINATED NOTE:	$25 per Non-Cumulative Subordinated Note
UNDERWRITING DISCOUNT:	$0.7875 per Non-Cumulative Subordinated Note for retail orders$0.5000 per Non-Cumulative Subordinated Note for institutional orders
PRICE TO ISSUER:	$24.2264 per Non-Cumulative Subordinated Note. Calculated based on actual retail sales and actual institutional sales
PROCEEDS, BEFORE EXPENSES, TO THE ISSUER:	$484,528,875, not including proceeds, if any, from the exercise of the Overallotment Option
INTEREST PAYMENT DATES:	Quarterly in arrears on the 15th of February, May, August and November beginning May 15, 2012.  Interest payments may be cancelled under certain circumstances
OPTIONAL REDEMPTION:	Callable at par plus accrued and unpaid interest on August 15, 2017 or any Interest Payment Date thereafter
LISTING:	NYSE expected
CUSIP / ISIN:	007924 608 / US0079246080
JOINT BOOK-RUNNING MANAGERS:	Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC
CO-MANAGERS:	RBC Capital Markets, LLC, Barclays Capital, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC

The Company has filed a registration statement (including a preliminary prospectus supplement and prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the Company and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free: Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, Citigroup Global Markets Inc. at 1-877-858-5407, Morgan Stanley & Co. LLC at 1-800-584-6837 or Wells Fargo Securities, LLC at 1-800-326-5897.

SCHEDULE II

Underwriters	Principal Amount of Firm Securities to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	102,187,500
Citigroup Global Markets Inc.	102,187,500
Morgan Stanley & Co. LLC	102,187,500
Wells Fargo Securities, LLC	102,187,500
RBC Capital Markets, LLC	25,000,000
Barclays Capital Inc.	8,750,000
Deutsche Bank Securities Inc.	8,750,000
HSBC Securities (USA) Inc.	8,750,000
J.P. Morgan Securities LLC	8,750,000
Janney Montgomery Scott LLC	2,500,000
Oppenheimer & Co. Inc.	2,500,000
Pershing LLC	2,500,000
Robert W. Baird & Co. Incorporated	2,500,000
Stifel, Nicolaus & Company, Incorporated	2,500,000
Wedbush Securities Inc.	2,500,000
B.C. Ziegler and Company	1,250,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC	1,250,000
C. L. King & Associates, Inc.	1,250,000
City Securities Corporation	1,250,000
D.A. Davidson & Co.	1,250,000
Davenport & Company LLC	1,250,000
HRC Investment Services, Inc.	1,250,000
J.J.B. Hilliard, W.L. Lyons, LLC	1,250,000
Keefe, Bruyette & Woods, Inc.	1,250,000
KeyBanc Capital Markets Inc.	1,250,000
Mesirow Financial, Inc.	1,250,000
Morgan Keegan & Company, Inc.	1,250,000
William Blair & Company, L.L.C.	1,250,000
Total	$	500,000,000

SCHEDULE III

Free Writing Prospectus filed with the Commission under Rule 433

1. Final Term Sheet containing the final terms of the Securities substantially as set forth in Schedule I hereto

EXHIBIT A

[FORM OF OPINION OF THE GENERAL COUNSEL TO THE COMPANY]

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC 28202

Acting severally on behalf of themselves and as Representatives of the several Underwriters named in the Underwriting Agreement

Ladies and Gentlemen:

I refer to the Underwriting Agreement (the “Underwriting Agreement”) dated January 24, 2012 between (among others) AEGON N.V. (the “Company”), and the Underwriters named therein (the “Underwriters”).  All expressions defined in the Underwriting Agreement have the same meanings in this opinion unless otherwise defined herein.

I have acted as General Counsel to the Company in connection with the Underwriting Agreement.

I have examined originals or copies certified to my satisfaction of the following documents:

(a)the Underwriting Agreement;

(b)the Articles of Association of the Company;

(c)the Prospectus and the Time of Sale Prospectus;

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(d)the Indenture;

(e)a specimen copy of the Securities;

(f)a copy of the resolutions of the Company’s Executive Board dated ·, 2012, a copy of the certificate of the relevant Authorized Officer of the Company’s Executive Board dated ·, 2012 and a copy of a certified statement dated ·, 2012, by ·, secretary to the Supervisory Board of AEGON N.V., concerning the approval of the funding plan of the AEGON Group for 2012;

and such other documents and certificates/searches/records as I have felt necessary to give this opinion.

I have not investigated the laws of any country other than the Netherlands.  In particular I have made no independent investigation of the laws of the State of New York, United States of America.

For the purpose of the opinions expressed herein, I have assumed:

(i)that (a) each party to the Underwriting Agreement and to the Indenture other than the Company has all requisite power (corporate and otherwise) to execute and deliver, and to perform its obligations under, the Underwriting Agreement and the Indenture, (b) the Underwriting Agreement and the Indenture have been duly authorised, executed and delivered by or on behalf of the parties thereto other than the Company and (c) each party to the Underwriting Agreement and the Indenture other than the Company has performed all of its obligations and otherwise complied in all respects with such agreements; and

(ii)that the Underwriting Agreement and the Indenture constitute the legal, valid and binding obligations of the parties thereto and are enforceable against those parties in accordance with their terms under the laws by which they are expressed to be governed and under the laws of any other relevant jurisdiction (other than the laws of the Netherlands).

I am of the opinion that:

1.The Company has been duly incorporated, is validly existing as a corporation under the laws of the Netherlands, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business in each jurisdiction in which the conduct of its business or the ownership or leasing of

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property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect;

2.Each of the Company’s significant subsidiaries (as defined in Rule 1-02 of Article I of Regulation S-X under the Securities Act) incorporated in the Netherlands, the United States, and the United Kingdom (the “Significant Subsidiaries”), has been duly incorporated, is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business in each jurisdiction in which the conduct of its business or the ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect;

3.The authorized share capital of the Company conforms as to legal matters to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

4.The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered and paid for pursuant to the Underwriting Agreement, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and entitled to the benefits of the Indenture;

5.The Underwriting Agreement and the Indenture, and all the transactions to which the Company is a party contemplated therein and completed or to be completed prior to or on the date hereof have been duly authorized by the Company, and the agreements (or amendments to existing agreements) entered into in connection therewith, including the Underwriting Agreement and the Indenture, have been executed and delivered by the Company and constitute valid and binding agreements of the Company enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity;

6.The execution and delivery by the Company of, and the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated in the Underwriting Agreement, the Securities and the Indenture, including the sale and delivery of the Securities, will not contravene, or result in a breach or violation of, or constitute a default under, any provision of (i) applicable law or administrative regulation or (ii) the Articles of Association of the Company or any equivalent corporate governance document of any Significant Subsidiary or, (iii) any license,

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indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including, without limitation, the Indenture, binding upon the Company or any of its Significant Subsidiaries that is material to the Company and its Significant Subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Significant Subsidiary or any of their respective properties or assets, and no consent, approval, authorization, registration, notification, clearance, order or qualification of or with, any governmental or supranational body or agency or taxing authority is required for the performance by the Company of its obligations under the Underwriting Agreement, the Securities and the Indenture, including the sale and delivery of the Securities, except for (i) notice requirements to the Netherlands Central Bank pursuant to the Act on Foreign Financial Relations (Wet Financiele Betrekkingen Buitenland 1994) and regulations promulgated thereunder, and (ii) such as have been obtained or made and are in full force and effect; however, non-observance of these notice and registration requirements does not render the Underwriting Agreement void, nor does it affect the legality, validity or enforceability of the Underwriting Agreement or the obligations of the Company thereunder;

7.After due inquiry, I am not aware of (i) any legal or governmental, administrative or other proceedings pending or threatened to which the Company or any of its Significant Subsidiaries is subject that (a) would have a Material Adverse Effect or in any manner question the validity of the Underwriting Agreement or the Securities or (b) are required to be described in the Registration Statement or the Time of Sale Prospectus and are not so described, or of (ii) any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Time of Sale Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required; and

8.The statements relating to legal matters, documents or proceedings included in (i) the Prospectus Supplement under the caption “Description of the Subordinated Notes” (ii) the Basic Prospectus under the caption “Description of Debt Securities” and (iii) Items 4, 7 and 10 (except that no opinion is rendered with respect to Item 10E, “Taxation”) of the Company’s most recent annual report on Form 20-F incorporated by reference into the Prospectus and the Time of Sale Prospectus in each case fairly summarize in all material respects such matters, documents or proceedings.

Terms not defined herein have the meaning assigned to such terms in the Underwriting Agreement.

This opinion letter is given for the sole benefit of the Underwriters which are the original parties to the Underwriting Agreement and may not be relied upon by any

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other person or entity without my prior written consent.  Without my prior written consent, this opinion letter may not be transmitted to or filed with any person, firm, company or institution.

Yours truly,

AEGON N.V.

Erik Lagendijk

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EXHIBIT B

[FORM OF OPINION OF DUTCH COUNSEL TO THE COMPANY]

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY  10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY  10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC  28202

Acting severally on behalf of themselves and as Representatives of the several Underwriters

Amsterdam, January ·, 2012

Re:Offer by AEGON N.V. (the “Company”) of US$500,000,000 aggregate principal amount of Securities (as such term is defined in the Underwriting Agreement)

Dear Madam, Sir:

We have acted as legal counsel on matters of Netherlands law to the Company in connection with the offer for sale by the Company of US$500,000,000 aggregate principal amount of Securities pursuant to an underwriting agreement among the Company and the Underwriters, dated January 24, 2012 (the “Underwriting Agreement”).

This legal opinion is rendered to you pursuant to clause 5(d) of the Underwriting Agreement.

Capitalized terms used but not defined herein are used as defined in the Underwriting Agreement, unless the context requires otherwise.

In rendering this opinion, we have examined and relied upon the following documents:

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(a)a signed scanned copy of the Underwriting Agreement;

(b)a signed scanned copy of the Indenture;

(c)a specimen copy of the Securities;

(d)a scanned copy of an excerpt dated January ·, 2012 of the registration of the Company in the trade register of the Chamber of Commerce of The Hague, the Netherlands (the “Trade Register”), confirmed by telephone to be correct on the date hereof  (the “Excerpt”);

(e)a copy of the deed of incorporation (oprichtingsakte) of the Company;

(f)a copy of the articles of association (statuten) of the Company as, according to the Excerpt, deposited with the Trade Register as being in force on the date hereof (the “Articles”);

(g)copies of (i) the resolution of the Company’s Executive Board dated ·, 2012 and (ii) the certificate of the Company Secretary dated ·, 2012 confirming the resolution of the Supervisory Board dated ·, 2012 (the “Secretary’s Certificate”); and

(h)a copy of the Registration Statement, the preliminary prospectus, the Time of Sale Prospectus, the Free Writing Prospectus and the Prospectus;

For the purpose of the opinions expressed herein, we have assumed:

(i)the genuineness of all signatures, the authenticity of all agreements, certificates, instruments and other documents submitted to us as originals and the conformity of all agreements, certificates, instruments and other documents submitted to us as copies;

(ii)that all factual matters, statements, certificates and other results of our investigation, relied upon or expressly assumed herein, are true and complete on the date of execution of the Underwriting Agreement;

(iii)that the deed of incorporation of the Company is a valid notarial deed (authentieke akte), that the contents thereof are correct and complete and that there were no defects in the incorporation (not appearing on the face of this deed) on the basis of which a court might dissolve the Company;

(iv)that the Company has not been dissolved (ontbonden), granted a suspension of payments (surséance van betaling verleend), or declared bankrupt (failliet verklaard).  Although not constituting conclusive evidence thereof, our assumption is supported by (a) the contents of the

B-2

Excerpt, and (b) information obtained by telephone today from the bankruptcy clerk’s office (faillissementsgriffie) of the district court (arrondissementsrechtbank) in The Hague;

(v)that the resolutions referred to above under (g) above have been validly passed and have not been, and will not be, revoked or declared null and void by a competent court (we know of no reason, without having made any investigation, to suppose that such resolutions will be declared null and void);

(vi)that (a) each party to the Underwriting Agreement and to the Indenture other than the Company has all requisite power (corporate and otherwise) to execute and deliver, and to perform its obligations under, the Underwriting Agreement and the Indenture, (b) the Underwriting Agreement and the Indenture have been duly authorized, executed and delivered by or on behalf of the parties thereto other than the Company and (c) each party to the Underwriting Agreement and the Indenture other than the Company has performed all its obligations and otherwise complied in all respects with the Underwriting Agreement and the Indenture;

(vii)that the Underwriting Agreement, the Securities and the Indenture constitute the legal, valid and binding obligations of the parties thereto and are enforceable against those parties in accordance with their terms, and that the Securities will be entitled to the benefits of the Indenture, in each case under the laws by which they are expressed to be governed and under the laws of any other relevant jurisdiction (other than the laws of the Netherlands);

(viii)that the Underwriting Agreement and the Indenture have been, and that the Securities will be, signed on behalf of the Company by ·;

(ix)that the Securities will be issued in the form of the specimen copy of the Securities that we have reviewed, duly completed;

(x)that any law, other than Dutch law, which may apply to the Securities, the Indenture or the Underwriting Agreement (or any transactions contemplated thereby) or to any power of attorney issued by the Company would not be such as to affect any conclusion stated in this opinion; and

(xii)that the statements as made in Secretary’s Certificate are correct as of the date hereof.

Based upon the foregoing and subject to any factual matters or documents not disclosed to us in the course of our investigation, and subject to the qualifications and limitations stated hereafter, we are of the opinion that:

B-3

1.The Company has been duly incorporated and is validly existing as a naamloze vennootschap (public company with limited liability) under the laws of the Netherlands.

2.The Company has the corporate power to issue, execute, sell and deliver the Securities and to enter into the Underwriting Agreement and the Indenture and to perform its obligations thereunder.

3.The Company has taken all necessary corporate action to authorise the execution and delivery by the Company of the Underwriting Agreement and the Indenture and the issuance, execution, sale and delivery by the Company of the Securities.

4.The Securities have been duly authorised and when executed in accordance with assumption (viii) above and authenticated in accordance with the provisions of the Indenture and delivered and paid for pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture.

5.The Indenture constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms.

6.The Underwriting Agreement constitutes a valid and binding obligation of the Company.

7.The subordination as provided for in Article · of the Eighth Supplemental Indenture is recognized under Dutch law as valid, binding and enforceable.  Accordingly, the Securities will rank pari passu, without preference among themselves and will be subordinated to Senior Debt as defined in the Eighth Supplemental Indenture.

8.No approval, authorisation, or other action by, or registration or filing with any governmental authority is required in connection with the execution by the Company of the Underwriting Agreement and the Indenture and the performance by the Company of its obligations thereunder, and no relevant exchange control regulations are currently in force in the Netherlands in connection therewith, except for (i) notice requirements to the Netherlands Central Bank (De Nederlandsche Bank N.V.) pursuant to the Act on Foreign Financial Relations (Wet Financiële Betrekkingen Buitenland 1994) and regulations promulgated thereunder, and (ii) such as have been obtained or made and are in full force and effect; however, non-observance of these notice and registration requirements does not render the Underwriting Agreement, the Indenture or the Securities void, nor does it affect the

B-4

legality, validity or enforceability of the obligations of the Company under the Underwriting Agreement and the Indenture.

9.The execution and delivery by the Company of, and the performance by the Company of its obligations under, and the consummation by the Company of all of the transactions contemplated in the Underwriting Agreement, the Indenture and the Securities do not conflict with or result in a violation of the Articles or the provisions of any applicable law, rule or regulation of general application of the Netherlands or published case law of the courts of the Netherlands.

10.The choice of the laws of the State of New York as the law governing the Underwriting Agreement, the Indenture and the Securities is valid and binding under the laws of the Netherlands, except (i) to the extent that any term of the Underwriting Agreement, the Indenture or the Securities or any provision of the laws of the State of New York applicable to the Underwriting Agreement, the Indenture or the Securities is manifestly incompatible with the public policy (ordre public) of the Netherlands, and except (ii) that a Dutch court may give effect to mandatory rules of the laws of another (including the Dutch) jurisdiction with which the situation has a close connection, if and insofar as, under the laws of that other jurisdiction those rules must be applied, whatever the chosen law.

11.The consent to jurisdiction, as provided in Section 15 of the Underwriting Agreement and Section 114 of the Indenture is, in each case, valid and binding upon the Company under the laws of the Netherlands, provided, however, that such consent does not preclude that claims for provisional measures be brought before the president of a competent court in the Netherlands.

12.In the absence of an applicable convention between the United States and the Netherlands, a judgement rendered by a New York court in the jurisdiction of that court will not be enforced by the courts of the Netherlands. In order to obtain a judgement which is enforceable in the Netherlands the claim must be re-litigated before a competent Netherlands court. A judgement rendered by a foreign court pursuant to the Underwriting Agreement, the Indenture or the Securities will, under current practice, be recognised by a Netherlands court (i) if that judgement results from proceedings compatible with Netherlands concepts of due process, and (ii) if that judgement does not contravene public policy (ordre public) of the Netherlands. If the judgement is recognised by a Netherlands court, that court will generally grant the same claim without re-litigation on the merits.

13.Under the laws of the Netherlands, the Company would in the courts of the Netherlands not be entitled to invoke immunity from jurisdiction or immunity from execution on the grounds of sovereignty in respect of any

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action arising out of its obligations under the Underwriting Agreement, the Indenture or the Securities.

14.With respect to the execution and delivery of the Underwriting Agreement, no stamp duties (zegelrechten), issuance tax, transfer tax or similar taxes or duties except for capital tax which is payable by the Company will be imposed upon any of the parties thereto or the purchasers of the Securities procured by the Underwriters.

15.In order to ensure the legality, validity or admissibility in evidence of the Underwriting Agreement, the Indenture or the Securities it is not necessary that any of these be filed, recorded or enrolled in any public office in the Netherlands.

16.The statements set forth in the preliminary prospectus supplement specifically relating to the Securities which forms a part of the Time of Sale Prospectus under the caption “Taxation in the Netherlands” insofar as they purport to be a summary of Dutch tax laws, are fair and accurate.

This opinion is subject to the following qualifications:

(A)The opinions expressed herein may be affected or limited by (i) the general defences available to obligors under Netherlands law in respect of the validity and enforceability of agreements and (ii) the provisions of any applicable bankruptcy (faillissement), insolvency, fraudulent conveyance (actio Pauliana), reorganisation, moratorium (surseánce van betaling), and other or similar laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

(B)The enforcement in the Netherlands of the Underwriting Agreement, the Indenture, or the Securities will be subject to the rules of civil procedure as applied by the Netherlands courts.  Specific performance may not always be available under Netherlands law.  Enforcement in the Netherlands of a judgement expressed in a currency other than in euro may give rise to complications and it is, therefore, advisable to obtain a judgement expressed both in that currency and the equivalent thereof in euro.

(C)Under the laws of the Netherlands each power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, granted by the Company in the Underwriting Agreement, the Indenture, or the Securities will terminate by force of law, and without notice, upon bankruptcy of the Company.  To the extent that the appointment by the Company of a process agent would be deemed to constitute a power of attorney or a mandate, this qualification would apply.

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We express no opinion on any law other than the law of the Netherlands (unpublished case law not included) as it currently stands. We express no opinion on European Community law (insofar as it is not directly implemented in the Netherlands in statutes, rules or other regulations of general application) or on any anti-trust laws.

In this opinion Netherlands legal concepts are expressed in English terms and not in their original Netherlands terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions.  This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising under the present legal opinion will be governed by Netherlands law and be brought before a Netherlands court only.

This opinion is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to.  Nothing in this opinion should be taken as expressing an opinion in respect of the factual accuracy of the truthfulness of any representations or warranties, or other information as to factual matters, contained in the Underwriting Agreement, the Indenture, the Securities or any other document referred to herein or examined in connection with this opinion except as expressly confirmed herein.

This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent.  We undertake no responsibility to update or supplement this opinion.

Yours sincerely,

Allen & Overy LLP

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EXHIBIT C-1

[FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY]

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY  10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC  28202

Acting severally on behalf of themselves and as Representatives of the several Underwriters

Offering of $500,000,000 aggregate principal amount of 8.000% Non-Cumulative Subordinated Notes due 2042 (the “Securities”) by AEGON N.V.

Ladies and Gentlemen:

We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the “Company”), on matters of New York and United States federal law in connection with the offer and sale of $500,000,000 aggregate principal amount of Securities.  We are furnishing this opinion to you pursuant to Section 5(e) of the underwriting agreement dated January 24, 2012 (the “Underwriting Agreement”), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as Representatives, and the other Underwriters and the Company.  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement.

A.SCOPE OF REVIEW AND RELIANCE

For purposes of this opinion letter, we have reviewed such documents and made such other investigations as we have deemed appropriate.  As to certain matters of fact material to the opinions expressed, we have relied on the representations and

C-1-1

statements of fact made in the Underwriting Agreement and the other documents referred to below and other certificates of public officials and officers’ certificates provided by the Company and others.  We have not independently verified or established the facts so relied on.

Without limiting the generality of the foregoing, we have examined copies of:

(i)the registration statement of the Company on Form F-3 (No. 333-174878) filed with the Commission on June 14, 2011, and the exhibits thereto as such registration statement has been amended through the date of the Underwriting Agreement (the “Registration Statement”), including the information deemed to be a part thereof as of the effective date thereof pursuant to Rule 430A under the Securities Act;

(ii)the Basic Prospectus, the Prospectus Supplement, any Free Writing Prospectus and the Time of Sale Prospectus;

(iii)an executed copy of the Base Indenture;

(iv)an executed copy of the Eighth Supplemental Indenture;

(v)a specimen copy of the Securities; and

(vi)an executed copy of the Underwriting Agreement.

B.ASSUMPTIONS

In giving this opinion, we have assumed, without independent verification:

(i)that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(ii)the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals;

(iii)that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the

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extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms;

(iv)that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement,  and that such Securities have been duly and validly authorized and issued;

(v)the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and

(vi)that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Time of Sale Prospectus, the Underwriting Agreement and the Indenture, will not violate any applicable law (other than Applicable Laws) or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

C.LIMITATIONS

Our opinion expressed below is subject to the following limitations:

1.We are admitted to practice in the State of New York and we have not investigated and do not express any opinion as to the laws of any jurisdiction other than the Applicable Laws.  As used in this opinion, the term “Applicable Laws” refers to the laws of the State of New York and to the federal laws of the United States of America, in each case in effect on the date of this opinion, and to the extent they are normally applicable in relation to transactions of the type provided for in the Underwriting Agreement or the Indenture and excluding any law, rule or regulation relating to the securities or “blue sky” laws of any State of the United States. In particular, in this opinion we do not purport to pass on any matters governed by the laws of the Netherlands.  In addition, our opinions do not address the effect on our opinions of laws not addressed by our opinions.

2.We express no opinion as to matters of fact.

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D.OPINIONS

On the basis of the foregoing, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

1.The Underwriting Agreement has been duly executed and delivered by the Company insofar as New York law is concerned.

2.The Indenture has been duly executed and delivered by the Company insofar as New York law is concerned.

3.The Indenture has been duly qualified under the Trust Indenture Act.

4.The Indenture constitutes a valid and binding obligation of the Company (except that we express no opinion with respect to Article · (Subordination) of the Eighth Supplemental Indenture or any other provision(s) relating to subordination, priority or ranking contained in the Indenture) enforceable against the Company in accordance with its terms.  If the choice of Dutch law as the law governing Article · (Subordination) of the Eighth Supplemental Indenture would be upheld as a valid choice of law under Dutch law, a New York court or a U.S. federal court sitting in New York, having proper jurisdiction and applying New York law, would give effect to the express choice of Dutch law contained in Article · (Subordination) of the Eighth Supplemental Indenture, so long as it was determined that: (a) the transactions contemplated by the Indenture bear a reasonable relationship to the Netherlands and (b) neither the provisions of the Indenture, nor the application of the laws of the Netherlands in accordance with the choice of law provisions in the Indenture, would violate any public policy of the State of New York, the United States or any other jurisdiction having an interest in the matter.

5.When authenticated in accordance with the provisions of the Indenture and delivered and paid for pursuant to the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture insofar as New York law is concerned.

6.The execution and delivery by the Company of the Underwriting Agreement and the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby do not and will not result in any violation of any Applicable Laws (other than the federal securities laws of the United States as to which we express no opinion) or any agreement or other instrument that is listed as an exhibit to the Registration Statement as in effect on the date hereof and that is governed by the laws of the State of New York and is binding upon the Company or any of its subsidiaries.

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7.No authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of the United States or of the State of New York that in our experience is normally applicable to companies such as the Company in relation to transactions of the type contemplated by the Underwriting Agreement is required under Applicable Laws on the part of the Company for the execution, delivery or performance by the Company of the Underwriting Agreement, the Indenture or the Securities other than those required under the Securities Act, Exchange Act or the Trust Indenture Act, or the rules and regulations thereunder, which have been obtained or effected (or as may be required under the securities or blue sky laws of the various States of the United States, as to which we express no opinion).

8.The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus will not be, required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

9.Assuming the validity of such actions under the laws of the Netherlands, the Company has, under the laws of the State of New York and the applicable federal laws of the United States relating to submission to jurisdiction, pursuant to Section 15 of the Underwriting Agreement and Section 114 of the Indenture (i) validly and irrevocably submitted to the non-exclusive personal jurisdiction of any federal or state court in The City of New York, State of New York, in any action arising out of or relating to the Underwriting Agreement and the Indenture or the transactions contemplated thereby, (ii) validly and effectively waived, to the extent it may effectively do so, any objection to the venue of a proceeding in any such court and (iii) validly appointed CT Corporation as its initial authorized agent for the purpose described in Section 15 of the Underwriting Agreement; and service of process effected on such agent in the manner set forth in the Underwriting Agreement will be effective under the laws of the State of New York to confer valid personal jurisdiction over the Company for such purposes.

10.The discussions set forth in the preliminary prospectus supplement specifically relating to the Securities which forms a part of the Time of Sale Prospectus under “Taxation in the United States”, to the extent that they constitute matters of United States federal income tax law or legal conclusions with respect thereto currently applicable to U.S. holders and non-U.S. holders described therein, are (subject to the qualifications set forth therein) fair summaries of such matters in all material respects.

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11.The statements relating to legal matters set forth in (i) the Prospectus Supplement under “Description of the Subordinated Notes” and (ii) the Basic Prospectus under “Description of Debt Securities,” in each case, are fair summaries of such legal matters in all material respects.

E.LIMITATIONS AND QUALIFICATIONS

The foregoing opinion is subject to the following comments and qualifications:

1.Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.  Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

2.We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy.

3.The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

4.We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court.

5.The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion.  These authorities are all subject to change and such change may be made with retroactive effect.  We can give no assurance that after any such change, this opinion would not be different.  Moreover, this opinion is not binding on the Internal Revenue Service or the courts.

6.We undertake no responsibility to update or supplement this opinion.

7.In expressing the opinions set forth in paragraphs D.4 and D.5 above:

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(a)we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action.  Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States;

(b)we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action;

(c)we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and

(d)we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court.

8.The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America.

This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent.

*                      *                      *                      *                      *                      *

To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States

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Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities.  Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances.

Yours faithfully,

Allen & Overy LLP

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EXHIBIT C-2

[FORM OF DISCLOSURE LETTER OF U.S. COUNSEL TO THE COMPANY]

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY  10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC  28202

Acting severally on behalf of themselves and as Representatives of the several Underwriters

Offering of US$500,000,000 aggregate principal amount of Securities by AEGON N.V.

Ladies and Gentlemen:

We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the “Company”), on matters of New York and United States federal law in connection with the offer and sale of US$500,000,000 aggregate principal amount of Securities.  We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated January 24, 2012 (the “Underwriting Agreement”), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives, and the other Underwriters named therein and the Company.

This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-174878) filed with the Commission on June 14, 2011, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the base prospectus dated June 14, 2011 (the “Basic Prospectus”) filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus

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supplement dated January 23, 2012 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “Preliminary Prospectus Supplement”); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “Issuer Free Writing Prospectus”); and the prospectus supplement of the Company dated January 24, 2012, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities.  The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”.

Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement.

We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of Davis Polk & Wardwell LLP as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed.

Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us.  We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration Statement, the Time of Sale Prospectus or the Prospectus.

Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, appeared to be appropriately responsive

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on its face in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), appeared to be appropriately responsive on its face in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) any part of the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), insofar as it relates to the offering of the Securities, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of Securities, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), insofar as it relates to the offering of the Securities, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading.

This letter is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent.  We undertake no responsibility to update or supplement this letter.

Yours faithfully,

Allen & Overy LLP

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EXHIBIT D-1

[FORM OF OPINION OF U.S. COUNSEL TO THE UNDERWRITERS]

(1)Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company.

(2)Assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Indenture has been duly executed and delivered by the Company, and the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law.

(3)Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law.

(4)Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.

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EXHIBIT D-2

[FORM OF DISCLOSURE LETTER OF U.S. COUNSEL TO THE UNDERWRITERS]

(i)the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and

(ii)nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Securities:

(a)on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

(b)at the Time of Sale,  the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(c)the Prospectus as of its date or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT E

[FORM OF OPINION OF COUNSEL TO THE TRUSTEE]

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC  28202

Acting severally on behalf of themselves and as Representatives of the several Underwriters

Re:Aegon N.V. – 8.000% Non-Cumulative Subordinated Notes due 2042

Ladies and Gentlemen:

We have acted as special counsel to The Bank of New York Mellon Trust Company, National Association, a national banking association (“BNYMTC” or the “Trustee”), in connection with the issuance by AEGON N.V. (the “Issuer”) of $500,000,000 aggregate principal amount of its 8.000% Non-Cumulative Subordinated Notes due 2042 (the “Securities”), established pursuant to that certain Eighth Supplemental Indenture, dated as of the date hereof, between the Issuer and the Trustee (the “Supplemental Indenture”), to the Indenture, dated as of October 11, 2001 (the “Base Indenture”), among the Issuer, AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as predecessor trustee. The Supplemental Indenture and the Base Indenture are collectively referred to herein as the “Indenture”.

In connection herewith, we have examined the following (the “Documents”):

(1)a certificate from BNYMTC dated January ·, 2012, a copy of which certificate is attached hereto as Exhibit A (the “Certificate”),

(2)a copy of the Supplemental Indenture and the Base Indenture, and

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(3)copies of the certificates representing the Securities.

Except as otherwise expressly set forth herein, for purposes of this opinion letter, we have not reviewed any document other than the Documents.  In particular, we have not reviewed any document that is referred to in or incorporated by reference into any Document (other than the Documents).  We have assumed that there exists no provision in any document that we have not reviewed, or any other agreement, that bears upon or is inconsistent with the opinions stated herein.  Except as provided in the immediately succeeding paragraph, we have conducted no independent factual investigation of our own, but rather have relied solely upon the Documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements and instruments of BNYMTC, certificates of public officials and officers of BNYMTC, and such other documents, records and instruments, and we have made such legal inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed.  In our examination of the Documents and otherwise, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations and warranties made in or pursuant to the Documents and certificates or statements of appropriate representatives of BNYMTC.

We have assumed, with your permission, that (i) each of the parties to the Documents (other than BNYMTC with respect to the Supplemental Indenture) has been duly organized, formed or created, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its organization, formation or creation, and has all requisite power and authority (corporate and other) to execute, deliver and perform the Documents, (ii) each of the parties to the Documents is duly qualified or admitted to transact business in each other jurisdiction where the nature of the business conducted therein or the property owned or leased therein makes such qualification or admission necessary, (iii) the Documents have been duly and validly authorized, executed and delivered by the each of the parties thereto (other than BNYMTC with respect to the Supplemental Indenture), and (iv) the Documents constitute legal, valid, binding and enforceable obligations of each of the parties thereto (other than, with respect to the Supplemental Indenture, BNYMTC).

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Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.Based solely on the Certificate, BNYMTC is a national banking association validly existing and active as a “trust bank” under the national banking laws of the United States of America.

2.BNYMTC has the requisite power and authority to execute, deliver and perform its obligations under the Indenture.

3.The Supplemental Indenture has been duly authorized, executed and delivered by BNYMTC.

4.The Indenture constitutes the valid and binding obligation of BNYMTC, enforceable against BNYMTC in accordance with its terms.

5.No consent, approval, authorization or other action by, and no notice to or filing with, any federal or New York State governmental authority or regulatory body that we, based on our experience, recognize as applicable to BNYMTC in a transaction of this type is required for the due execution and delivery by BNYMTC of, and performance by BNYMTC of its obligations under, the Indenture, except for such consents, approvals, filings or registrations that have been obtained or made on or prior to the date hereof and are in full force and effect.

6.The execution and delivery by BNYMTC of the Supplemental Indenture and the consummation by BNYMTC of its obligations under the Indenture do not result in any violation by BNYMTC of (i) the provisions of its organizational documents, or (ii) any provision of Applicable Law that we, based on our experience, recognize as applicable to BNYMTC in a transaction of this type.

7.The certificates of authentication on the Securities have been duly executed by BNYMTC, in its capacity as trustee.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

(a)Wherever this opinion letter refers to matters “known to us,” or to our “knowledge,” or words of similar import, such reference means that, during the course of our representation of BNYMTC with respect to the Documents, we have requested information of BNYMTC concerning the matter referred to and no information has come to the attention of (either as a result of such request for information or otherwise) the attorneys

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currently employed by our Firm devoting substantive attention or a material amount of time thereto, which has given us actual knowledge of the existence (or absence) of facts to the contrary.  Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters, and no inference should be drawn to the contrary from the fact of our representation of BNYMTC and its affiliates.

(b)Our opinions herein reflect only the application of the following (“Applicable Law”): (1) the applicable laws of the State of New York (excluding all laws, rules and regulations of cities, counties and other political subdivisions within such State and all securities laws (including blue sky laws), insurance laws and tax laws of such State), and (2) the federal laws of the United States of America (excluding all securities laws, insurance laws and tax laws). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the facts, and we undertake no duty to advise you of the same.  The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

(c)The validity, binding effect and enforceability of the Documents against BNYMTC may be limited by: (i) applicable insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.

(d)Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable

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portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

(e)We express no opinion as to the enforceability of any provision in the Documents, purporting or attempting to: (i) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue; (ii) confer subject matter jurisdiction on a court not having independent grounds therefor; (iii) modify or waive the requirements for effective service of process for any action that may be brought; (iv) waive the right of BNYMTC or any other person to a trial by jury; (v) provide that remedies are cumulative or that decisions by a party are conclusive; (vi) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law; (vii) leave open terms for later resolution by the parties or allow one party to alter the obligations of another party without the consent of such other party; or (viii) govern conflict of laws or choice of applicable law.

(f)We express no opinion as to the existence, title, value, grant, attachment, perfection, priority, validity or enforceability of any property or property interest, including any security interest, purported to be created, delivered or established under any Document.

This opinion letter is being delivered by us solely for your benefit in connection with the Documents.  By your acceptance of this opinion letter, you agree that it may not be relied upon, circulated, quoted or otherwise referred to by any other person or for any other purpose without our prior written consent in each instance except that this opinion may be disclosed to and relied upon without our consent by the permitted successors of the addressees hereof.

Very truly yours,

E-6

EX-4.10

Exhibit 4.10

Allen & Overy LLP

EIGHTH SUPPLEMENTAL INDENTURE

among

AEGON N.V.,

as issuer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as trustee

and

CITIBANK, N.A.,

as paying agent

dated as of January 31, 2012

to the Indenture among

AEGON N.V.,

AEGON FUNDING COMPANY LLC,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in interest to Citibank, N.A.),

as trustee

dated as of October 11, 2001

$500,000,000 principal amount of 8.00% Non-Cumulative Subordinated Notes due 2042

TABLE OF CONTENTS

Section			Page
1.	Definitions		2
	1.1	Definitions of Terms	2
2.	General Terms and Conditions of the Subordinated Notes		7
	2.1	Designation and Principal Amount	7
	2.2	Maturity	7
	2.3	Form, Issuance, Registration and Exchange	7
	2.4	Payments	7
3.	Redemption, Conversion, Substitution, Variation and Purchases		9
	3.1	General	9
	3.2	Optional Redemption	9
	3.3	Redemption for Tax Reasons	9
	3.4	Redemption, Conversion, Substitution, Exchange or Variation for Regulatory Reasons	10
	3.5	Notice of Redemption	11
	3.6	Postponement of Redemption and Payment at Maturity	11
	3.7	Purchases	12
	3.8	Cancellation	12
4.	Remedies		12
	4.1	Non-Payment When Due; Limitation of Remedies	12
5.	Subordination		13
	5.1	Agreement to Subordinate	13
	5.2	Section 1402 of the Base Indenture	13
6.	Covenants of the Company		13
	6.1	Listing	13
	6.2	Officers’ Certificate on Cancellation or Postponement	14
7.	Form of Subordinated Notes		14
	7.1	Form of Subordinated Notes	14
8.	Original Issue of Subordinated Notes		14
	8.1	Original Issue of Subordinated Notes	14
9.	Winding Up		14
	9.1	Winding Up	14
10.	Satisfaction and Discharge		14
	10.1	Satisfaction and Discharge	14
11.	Taxation; Additional Amounts		15
	11.1	General	15
	11.2	Section 1006 of the Base Indenture	16
12.	Miscellaneous		16
	12.1	Issuance of Definitive Subordinated Notes	16

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	12.2	Further Issuances	17
	12.3	Ratification of Base Indenture; Eighth Supplemental Indenture Controls	17
	12.4	Trustee Not Responsible for Recitals	17
	12.5	Governing Law	17
	12.6	Severability	17
	12.7	Counterparts	17
	12.8	Paying Agent	18
13.	Definition of Officers’ Certificate, Company Request and Company Order Amended		18
Schedule
1.	Form of 8.00% Non-Cumulative Subordinated Notes due 2042		1

iii

EIGHTH SUPPLEMENTAL INDENTURE

EIGHTH SUPPLEMENTAL INDENTURE dated as of January 31, 2012 (the Eighth Supplemental Indenture)

AMONG:

(1)AEGON N.V., a Netherlands public company with limited liability (AEGON N.V. or the Company), having its principal executive office at AEGONplein 50, 2501 CB, The Hague, The Netherlands;

(2)THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the Trustee) under the Indenture dated as of October 11, 2001 (the Base Indenture), among the Company, AEGON Funding Company LLC (AEGON Funding) and the Trustee (as successor in interest to Citibank, N.A.), as modified and supplemented by a supplemental indenture dated as of November 14, 2003, a second supplemental indenture dated as of June 1, 2005, a third supplemental indenture dated as of November 23, 2005, a fourth supplemental indenture dated as of December 12, 2005, a fifth supplemental indenture dated as of June 28, 2006, a sixth supplemental indenture dated as of September 21, 2007, a seventh supplemental indenture dated as of November 27, 2009 and as shall be further supplemented by this Eighth Supplemental Indenture (this Eighth Supplemental Indenture together with the Base Indenture, the Indenture); and

(3)CITIBANK, N.A., a national banking association, through its New York branch, which has agreed to act as Paying Agent hereunder.

WHEREAS:

(A)the Company, AEGON Funding and Citibank, N.A. executed and delivered the Base Indenture to provide for the future issuance by the Company of its Securities to be issued from time to time in one or more series as might be determined under the Base Indenture, in an unlimited aggregate principal amount, which may be authenticated and delivered as provided in the Base Indenture;

(B)the Trustee is the successor in interest to Citibank, N.A. under the Indenture pursuant to the terms of the Agreement of Resignation, Appointment and Acceptance dated as of August 21, 2007 by and among the Company, AEGON Funding Corp., the Trustee and Citibank, N.A.;

(C)Section 301 of the Base Indenture permits the terms of any series of Securities to be established pursuant to a Board Resolution or in one or more indentures supplemental to the Base Indenture;

(D)the Company desires to issue a series of Securities, the terms of which it deems appropriate to set out in this Eighth Supplemental Indenture;

(E)pursuant to the terms of the Base Indenture, the Company may issue Securities now and additional Securities of the same or different series at later dates under the Base Indenture, as established by the Company, and the Company desires to initially issue $500,000,000 aggregate principal amount of Securities, entitled the 8.00% Non-Cumulative Subordinated Notes due 2042 (the Subordinated Notes) plus up to an additional $75,000,000 if, and to the extent that, the underwriters of the Subordinated Notes elect to exercise their over-allotment option in whole or in part, the form and substance of such Subordinated Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture as supplemented by this Eighth Supplemental Indenture;

(F)pursuant to Section 301 of the Base Indenture, the Company desires to appoint Citibank, N.A., through its New York branch, to act as Paying Agent with respect to the Subordinated Notes;

(G)the Subordinated Notes shall be treated as a separate series of Securities in accordance with the terms of the Indenture and for all purposes under the Indenture; and

(H)the Company has duly authorized the execution and delivery of this Eighth Supplemental Indenture and requested that the Trustee execute and deliver this Eighth Supplemental Indenture, and all requirements necessary to make this Eighth Supplemental Indenture a valid and binding instrument in accordance with its terms have been done.

NOW THEREFORE, in consideration of the purchase and acceptance of the Subordinated Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Subordinated Notes and the terms, provisions and conditions thereof, as well as for other purposes set forth herein, the parties hereto hereby agree as follows:

1.DEFINITIONS

1.1Definitions of Terms

For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)a term defined in the Base Indenture and not otherwise defined herein has the same meaning when used in this Eighth Supplemental Indenture;

(b)unless otherwise specified, a reference to a Section or Article is to a Section or Article of this Eighth Supplemental Indenture;

(c)headings are for convenience of reference only and do not affect interpretation; and

(d)the following terms have the meanings set forth below for purposes of this Eighth Supplemental Indenture and the Base Indenture as it relates to the series of Subordinated Notes issued hereunder.

Accrued Interest Payment means, at any time, the amount of interest (if any) that has continued to accrue after an Interest Payment Date in respect of the failure to make a payment when due on an Interest Payment Date.

Additional Amounts has the meaning specified in Section 11.1.

Base Indenture has the meaning specified in the Preamble.

Base Redemption Price means, in respect of any date fixed for redemption of the Subordinated Notes or the Scheduled Maturity Date, the aggregate principal amount of the Subordinated Notes, together with any accrued but unpaid Interest to such date fixed for redemption or the Scheduled Maturity Date that has not previously been cancelled in accordance with Section 2.4(d) or Section 2.4(e).

Business Day means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for general business in New York and Amsterdam.

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Capital Adequacy Event means that the Company’s solvency margin, additional solvency margin or any other regulatory capital resources or levels, or any equivalent terminology employed by the then applicable Capital Adequacy Regulations, is/are below the capital adequacy requirements imposed upon the Company by its Supervisory Authority pursuant to the then applicable Capital Adequacy Regulations which, following the implementation of the Solvency II Directive, includes the Company’s “Solvency Capital Requirements” (as defined in the Solvency II Directive) or any equivalent terminology employed by the then applicable Capital Adequacy Regulations.

Capital Adequacy Regulations means the solvency margin, capital adequacy regulations or any other regulatory capital rules applicable to the Company from time to time pursuant to Dutch law and/or the laws of any other relevant jurisdiction and which set out the requirements to be satisfied by financial instruments to qualify as solvency margin or additional solvency margin or regulatory capital (or any equivalent terminology employed by the then applicable Capital Adequacy Regulations).

Capital Disqualification Event means that the Subordinated Notes cease to be capable of qualifying, in whole or (as a result of any transitional or grandfathering provisions) in part, under the then applicable Capital Adequacy Regulations for the purposes of determining the Company’s solvency margin, capital adequacy ratios or comparable margins or ratios, of the Group or any member thereof, or, where subdivided in tiers, as Tier 2 own funds, on a solo and/or consolidated basis, except where such nonqualification is only as a result of any applicable limitation on the amount of such capital.

Compliant Securities means securities issued directly or indirectly by the Company that:

(a)have terms which are not materially less favorable to the holders of the Subordinated Notes, from a financial point of view, than the terms of the Subordinated Notes (as reasonably determined by the Company, and provided that an Officers’ Certificate to such effect shall have been delivered to the Trustee prior to the issuance of the relevant securities), provided that such securities (i) contain terms such that they comply with the then current requirements of the Company’sSupervisory Authority in relation to Tier 2 capital, (ii) include terms which provide for at least the same interest rate from time to time applying to the Subordinated Notes, and (iii) rank at least pari passu with the Subordinated Notes; and

(b)if the Subordinated Notes which have been substituted or varied were listed immediately prior to their substitution or variation, are listed on (i) the New York Stock Exchange or (ii) such other internationally recognized stock exchange as selected by the Company.

Change in Law has the meaning set forth in Section 3.3(c).

Clearstream, Luxembourg means Clearstream Banking, société anonyme.

DTC means The Depository Trust Company.

Euroclear means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

Exchange Act means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

Executive Board means the executive board of AEGON N.V.

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Existing Capital Securities means three series of the Company’s perpetual capital securities in aggregate principal amounts of €950 million, $500 million and €200 million, respectively, issued under a trust deed dated July 15, 2004 between AEGON N.V., as issuer, and ATC Financial Services B.V., as trustee, together with five series of the Company’s perpetual capital securities in aggregate principal amounts of $1 billion, $500 million, $1,050 million, $250 million and $550 million, respectively, issued under the Base Indenture, as modified and supplemented from time to time in connection with the issuance of such securities.

Final Payment Date has the meaning set forth in Section 3.6(b).

Global Securities has the meaning set forth in the Base Indenture.

Group means AEGON N.V. and all of its consolidated subsidiaries and Undertakings, as reflected in the primary consolidated financial statements of AEGON N.V.

Indenture has the meaning specified in the Recitals.

Interest shall, where appropriate, include any Interest Amounts and/or Accrued Interest Payments.

Interest Amount means:

(a)in respect of an Interest Payment Date, the amount of interest payable on a Subordinated Note for the relevant Interest Period; and

(b)in the event of redemption due to a Tax Event or a Capital Disqualification Event or a payment on the Final Payment Date, any interest accrued in the period from (and including) the preceding Interest Payment Date (or, if none, the Issue Date) to (but excluding) the due date for such redemption or the Final Payment Date, and, if not an Interest Payment Date, as calculated on the basis of a 360-day year consisting of 12 months of 30 days each.

Interest Payment means (a) in respect of an Interest Payment Date, the aggregate Interest Amount for the Interest Period ending on such Interest Payment Date and (b) in respect of a payment on any other date on which an Interest Amount is payable, the aggregate Interest Amount for the relevant period.

Interest Payment Date has the meaning specified in Section 2.4(c).

Interest Period has the meaning specified in Section 2.4(b).

Interest Rate has the meaning specified in Section 2.4(a).

Issue Date means January 31, 2012.

Junior Guarantee means any guarantee, indemnity or other contractual support arrangement entered into by the Company in respect of securities (regardless of name or designation) issued by one of the Company’s subsidiaries or Undertakings and ranking, in a Winding-Up or in respect of distributions or payment of dividends or any other payment thereon, after the Subordinated Notes.

Junior Securities means all classes of share capital, capital securities or any of the Company’s other securities which rank or are expressed to rank after the Subordinated Notes with respect to distributions

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on a return of assets in a Winding-Up or in respect of distributions or payment of dividends or any other payments thereon.

Mandatory Cancellation Condition means that, on the 20th Business Day preceding any Interest Payment Date, (a) the Company has determined that (i) the Company is not Solvent or (ii) payment of the Interest Payment (or part thereof) on such Interest Payment Date would result in the Company becoming not Solvent or (b) the Company is then subject to the Capital Adequacy Regulations and the Company has determined that (i) a Capital Adequacy Event has occurred and continues to exist or (ii) payment of the Interest Payment (or part thereof) on such Interest Payment Date would result in a Capital Adequacy Event occurring or continuing to exist.

Mandatory Postponement Condition means that, on the 10th Business Day preceding any date fixed for redemption of the Subordinated Notes or the Scheduled Maturity Date, as the case may be, (a) the Company has determined that (i) the Company is not Solvent or (ii) that payment of the Base Redemption Price on such date fixed for redemption or the Scheduled Maturity Date, as the case may be, would result in the Company becoming not Solvent or (b) the Company is then subject to the Capital Adequacy Regulations and the Company has determined that (i) a Capital Adequacy Event has occurred and continues to exist or (ii) payment of the Base Redemption Price on such date fixed for redemption or the Scheduled Maturity Date, as the case may be, would result in a Capital Adequacy Event occurring or continuing to exist.

Non-Payment Event has the meaning set forth in Section 4.1(a).

Parity Guarantee means any guarantee, indemnity or other contractual support arrangement the Company enters into with respect to securities (regardless of name or designation) issued by any of the Company’s subsidiaries or Undertakings that rank, or are expressed to rank, in a Winding-Up or in respect of distributions or payments thereon equally with the Subordinated Notes.

Parity Securities means the Company’s Perpetual Cumulative Subordinated Bonds and any of the Company’s securities that rank or are expressed to rank equally with the Subordinated Notes with respect to distributions on a return of assets in a Winding-Up or in respect of distribution or payment of any amounts thereunder by the Company.

Paying Agent means Citibank, N.A. as paying agent in relation to the Subordinated Notes, or its successor or successors for the time being appointed in accordance with the terms of the Indenture.

Perpetual Cumulative Subordinated Bonds means three series of the Company’s perpetual capital securities in aggregate principal amounts of €203 million, $114 million and €136 million, respectively, issued under a prospectus dated January 28, 1996, June 2, 1995 and October 9, 1996, respectively.

Person has the meaning set forth in the Base Indenture.

Regular Record Date means the February 1, May 1, August 1 or November 1 of each year, as the case may be, immediately preceding an Interest Payment Date.

Relevant Date means:

(a)in respect of any payment other than a Winding-Up Claim, the date on which such payment first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the Trustee on or prior to such date, the “Relevant Date” means the date

5

on which such monies shall have been so received and notice to that effect shall have been given to the holders in accordance with Section 106 of the Base Indenture; and

(b)in respect of a Winding-Up Claim, the date which is one day prior to the commencement of a Winding-Up, or the date that is one day prior to the date of redemption of the Subordinated Notes, as applicable.

Securities has the meaning set forth in the Base Indenture.

Senior Creditors means all the present and future unsubordinated creditors of the Company.

Senior Debt means indebtedness of the Company held by one or more of its Senior Creditors as Senior Creditors.

Solvency II Directive means Directive 2009/138/EC of the European Union of November 25, 2009 and the implementing measures adopted by the European Commission thereunder.

Solvent means the Company is (a) able to pay its debts to Senior Creditors as they fall due and (b) the Company’s assets exceed its liabilities (other than its liabilities to Persons who are not Senior Creditors). For the purposes of this definition, “assets” refers to the Company’s non-consolidated gross assets and “liabilities” means its non-consolidated gross liabilities, in each case as shown on the Company’s then latest published audited balance sheet but adjusted for contingencies and for subsequent events in such manner and to such extent as the Executive Board, the Company’s auditors or, as the case may be, the Company’s liquidator may determine.

Subordinated Notes has the meaning specified in the Recitals.

Successor Jurisdiction has the meaning set forth in Section 11.1.

Supervisory Authority means De Nederlandsche Bank N.V., or such other governmental authority in the Netherlands (or any Successor Jurisdiction) having primary supervisory authority with respect to supplementary prudential aspects of AEGON N.V. in accordance with the relevant directives of the European Union applicable to AEGON N.V.

Tax Event has the meaning specified in Section 3.3(a).

Undertaking means a corporate body, partnership, limited partnership, cooperative or an incorporated association carrying on a trade or business with or without a view to profit in which the Company has a direct or indirect financial, commercial or contractual majority interest.

Winding-Up means a winding-up, bankruptcy or moratorium (vereffening na ontbinding, faillissement or surseance van betaling) of the Company.

Winding-Up Claim means, in a Winding-Up (other than in connection with a moratorium (surseance van betaling)), amounts in respect of the aggregate principal amount of the Subordinated Notes (whether or not yet due), together with any accrued but unpaid Interest that has not been cancelled in accordance with Section 2.4(d) or Section 2.4(e), which have not been satisfied on the date of a Winding-Up.

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2.GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES

2.1Designation and Principal Amount

The aggregate principal amount of Subordinated Notes which may be authenticated and delivered under this Indenture is unlimited.

2.2Maturity

Unless otherwise redeemed or purchased and cancelled, but subject to the conditions set forth in Section 3.6, the principal amount of the Subordinated Notes shall be due and payable on February 15, 2042.

2.3Form, Issuance, Registration and Exchange

The Subordinated Notes shall:

(a)be issued as Securities in minimum denominations of $25 and integral multiples thereof represented by one or more Global Securities, and shall not be exchangeable for definitive Subordinated Notes except in the limited circumstances as provided in Section 12.1; and

(b)be issued as Global Securities deposited with or on behalf of DTC or its nominee and registered in the name of Cede & Co., as nominee of DTC; provided, however, (i) such Global Securities may not be transferred except as a whole by DTC to a nominee or a successor to DTC, unless and until the Subordinated Notes are exchanged for definitive Subordinated Notes in the limited instances as provided in Section 12.1; (ii) beneficial interests in Global Securities shall be shown on, and transfers thereof shall be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg; and (iii) so long as DTC, or its nominee, is the holder of the Global Securities, it shall be considered the sole holder of the Global Securities for all purposes under the Indenture.

2.4Payments

(a)Interest Rate.

Subject to Section 2.4(d) and Section 2.4(e), the Subordinated Notes shall bear Interest for any full Interest Period at a fixed rate per annum on their outstanding principal amount equal to 8.00% (the Interest Rate). Interest shall be computed and paid on the basis of a 360-day year consisting of 12 months of 30 days each. If any Interest Payment Date, any redemption date, the Scheduled Maturity Date or the Final Payment Date of the Subordinated Notes falls on a day that is not a Business Day, the Company shall make any required payment on the next succeeding Business Day, and no additional Interest shall accrue in respect of the payment made on the next succeeding Business Day.

(b)Interest Period.

Subject to the conditions contained in the Indenture (including the Company’s right or obligation to cancel Interest Payments pursuant to Section 2.4(d) and Section 2.4(e)), Interest accrues on the Subordinated Notes from the Issue Date until the full outstanding principal amount of the Subordinated Notes is paid or duly made available for final payment. Interest

7

shall accrue from (and including) the immediately preceding Interest Payment Date or from (and including) the Issue Date, in the case of the first Interest Payment Date, to (but excluding) the next succeeding applicable Interest Payment Date (each, an Interest Period). The Company shall make Interest Payments through the Paying Agent to the Person in whose name a Subordinated Note is registered at the close of business on the Regular Record Date. Each Subordinated Note shall cease to bear Interest from the relevant date on which payment is due, unless, upon due presentation, payment of principal is improperly withheld or refused. In such event, each Subordinated Note shall continue to bear Interest at the Interest Rate as provided herein.

(c)Interest Payment Dates.

Subject to Section 2.4(d) and Section 2.4(e), Interest shall be payable quarterly in arrears in equal payments for any full Interest Period on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2012 (each such date an Interest Payment Date).

(d)Mandatory Cancellation of Interest Payments

(i)If, on the 20th Business Day preceding any Interest Payment Date, the Company is subject to a Mandatory Cancellation Condition, then, unless the Mandatory Cancellation Condition is waived by the Company’s Supervisory Authority, the Company shall cancel such Interest Payment by giving written notice of the Mandatory Cancellation Condition to the Trustee, the Paying Agent and the holders of Subordinated Notes not less than 10 Business Days prior to the relevant Interest Payment Date.

(ii)Interest Payments cancelled pursuant to Section 2.4(d)(i) shall (A) not accumulate or be payable at any time thereafter, and holders of the Subordinated Notes shall have no right thereto, whether in a Winding-Up or otherwise and (B) be at the sole disposal of the Company.

(e)Optionally Cancelled Payment

(i)The Company has the option at any time and from time to time, in its sole discretion and for any reason, to cancel all or part of any Interest Payment that would in the absence of such election be due and payable on the relevant Interest Payment Date by giving written notice to the Trustee, the Paying Agent and the holders of Subordinated Notes not less than 10 Business Days prior to the relevant Interest Payment Date.

(ii)Interest Payments cancelled pursuant to Section 2.4(e)(i) shall (A) not accumulate or be payable at any time thereafter, and holders of the Subordinated Notes shall have no right thereto, whether in a Winding-Up or otherwise and (B) be at the sole disposal of the Company.

(f)Restrictions Following Cancellation of Interest Payments

If, on any Interest Payment Date, an Interest Payment scheduled to be made on such date is not paid in full, the Company shall not, and the Company’s Executive Board shall not, to the fullest extent permitted by applicable law, recommend to the Company’s shareholders, as applicable,

8

and the Company and the Company’s Executive Board, as applicable, shall otherwise act to prevent:

(i)The declaration or payment of any distribution or dividend (other than a distribution or dividend declared by our Executive Board before the Company gives notice that payment of such Interest Payment is not to be paid in full) or the making of any other payment (including any interest payment) on, and shall procure that no distribution or dividend or other payment is made on, any Junior Securities or Junior Guarantees; or

(ii)the redemption, purchase, cancellation, reduction or acquisition in any other way of any Junior Securities or Junior Guarantees,

in each case unless or until the earlier of: (x) an Interest Payment scheduled to be made on any subsequent Interest Payment Date has been paid in full (i) to the holders of the Subordinated Notes or (ii) to a designated third party trust account for the benefit of the holders of the Subordinated Notes pending payment by the Paying Agent to the holders of the Subordinated Notes on such subsequent Interest Payment Date, or (y) the redemption or purchase and cancellation of the Subordinated Notes in full; provided that this Section 2.4(f) shall not apply to interest payments on any Existing Capital Securities outstanding on the date of the Indenture that are mandatory in accordance with the terms and conditions of such capital securities.

(g)Set-Off

By purchasing Subordinated Notes, the holders of Subordinated Notes and the Trustee shall be deemed to have waived any right of set off, counterclaim or combination of accounts with respect to the Subordinated Notes or the Indenture (or between the Company’s obligations regarding the Subordinated Notes and any liability owed by a holder of Subordinated Notes or the Trustee to the Company) that the holders of Subordinated Notes or the Trustee might otherwise have against the Company. Each holder of Subordinated Notes shall, by virtue of holding any Subordinated Note, be deemed to have waived all such rights of set-off.

3.REDEMPTION, CONVERSION, SUBSTITUTION, VARIATION AND PURCHASES

3.1General

Any redemption made in accordance with this Article 3 shall be made in accordance with Section 1102, Section 1104 and Section 1105 of the Base Indenture.

3.2Optional Redemption

Subject to Section 3.6 and subject to the Company first obtaining any required consent of its Supervisory Authority, the Company may, by giving notice in accordance with Section 3.5, redeem the Subordinated Notes in whole (but not in part) at its option, on August 15, 2017, or on any Interest Payment Date thereafter at the Base Redemption Price.

3.3Redemption for Tax Reasons

(a)Subject to Section 3.6 and subject to the Company first obtaining any required consent of its Supervisory Authority, the Company may, by giving notice in accordance with Section 3.5, redeem in whole (but not in part) the Subordinated Notes at their Base Redemption Price if a

9

Tax Event occurs. A Tax Event shall occur if the Company determines that immediately prior to the giving of the notice of redemption pursuant to Section 3.5, that on the next Interest Payment Date any of the following is true or would be true, in each case as a result of a Change in Law:

(i)the Company would, for reasons outside its control, be unable to make the Interest Payment on such Interest Payment Date without being required to pay Additional Amounts, and the Company cannot avoid the requirement or circumstance by taking reasonable measures available to it;

(ii)payments of amounts in respect of Interest on the Subordinated Notes would be treated as “distributions” within the meaning of Section II of the Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965, or such other provision as may from time to time supersede or replace Section II of the Dividend Withholding Tax Act 1965 for the purposes of such definition), and the Company cannot avoid the requirement or circumstance by taking such measures as it (acting in good faith) deems appropriate; or

(iii)there is more than an insubstantial risk that the Company will not obtain substantially full relief for the purposes of Dutch corporation tax for any payment of Interest, and the Company cannot avoid this risk by taking such measures as it (acting in good faith) deems appropriate.

(b)In the case of redemption upon the occurrence of a Tax Event, the Company shall, before it gives a notice of redemption pursuant to Section 3.5, deliver to the Trustee a written legal opinion of independent Dutch counsel (or independent counsel in a Successor Jurisdiction, if applicable) of recognized standing, selected by the Company, in a form satisfactory to the Trustee, confirming that the Company is entitled under the terms of this Section 3.3 to exercise its right of redemption. The Trustee shall accept such opinion as sufficient evidence of the conditions set out in Section 3.3(a), which shall be conclusive and binding on the holders of Subordinated Notes.

(c)Change in Law means any change or amendment to the laws of the Netherlands, or any change in the application of official or generally published interpretation of such laws, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such law or regulations that differs from the previously generally accepted position in relation to similar transactions or which differs from any specific written confirmation given by a tax authority in respect of the Subordinated Notes, which change or amendment becomes effective, or is enacted by Act of Parliament or made by Statutory Instrument, on or after January 24, 2012, provided that if Additional Amounts are payable on account of taxes imposed by a Successor Jurisdiction, a Tax Event shall not have occurred unless such Additional Amounts are required to be paid as a result of a change in law affecting taxation in such Successor Jurisdiction occurring on or after the date that such jurisdiction becomes a Successor Jurisdiction.

(d)Section 1109 of the Base Indenture shall not apply to the Subordinated Notes.

3.4Redemption, Conversion, Substitution, Exchange or Variation for Regulatory Reasons

If a Capital Disqualification Event occurs, the Company may:

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(a)subject to Section 3.6 and subject to the Company first obtaining any required consent of its Supervisory Authority, by giving notice in accordance with Section 3.5, redeem the Subordinated Notes in whole (but not in part) at their Base Redemption Price; or

(b)subject to compliance with applicable regulatory and legal requirements, elect, at any time, and without the consent of the holders of the Subordinated Notes, to convert, substitute or exchange the Subordinated Notes in whole (but not in part) for Compliant Securities, or vary the terms of the Subordinated Notes, such that the Subordinated Notes, after giving effect to such variation, become or do not cease to be Compliant Securities; provided that any conversion, substitution, exchange or variation of the Subordinated Notes shall be (x) made after notice is given to the holders of the Subordinated Notes, the Paying Agent and the Trustee not less than 30 days nor more than 60 days prior to the date fixed for conversion, substitution, exchange or variation, as applicable, and (y) subject to the Company first obtaining the required consent of its Supervisory Authority.

Prior to the publication of any notice of conversion, substitution, exchange or variation pursuant to Section 3.4(b), the Company shall first deliver to the Trustee an Officers’ Certificate, certifying that the securities to be offered on conversion, in substitution or in exchange for the Subordinated Notes or the terms of the Subordinated Notes as so varied are not materially less favorable to the holders of the Subordinated Notes, from a financial point of view (as reasonably determined by the Company).

3.5Notice of Redemption

In the event of redemption pursuant to Section 3.2, Section 3.3 or Section 3.4(a), the Company shall give written notice to the Trustee, the Paying Agent and holders of the Subordinated Notes not less than 30 nor more than 60 days prior to the date fixed for redemption. Subject to the provisions of Section 3.6, any notice of redemption is irrevocable and must be given in accordance with Sections 1102 and 1104 of the Base Indenture. If the Base Redemption Price in respect of any of the Subordinated Notes is improperly withheld or refused and is not paid by the Company, any Interest Payments otherwise payable on the Subordinated Notes shall continue to be payable until the Base Redemption Price is actually paid, subject to Section 2.4(d) and Section 2.4(e).

3.6Postponement of Redemption and Payment at Maturity

(a)If, on the 10th Business Day preceding any date fixed for redemption of the Subordinated Notes or the Scheduled Maturity Date, as the case may be, the Company is subject to a Mandatory Postponement Condition, then, unless the Mandatory Postponement Condition is waived by the Company’s Supervisory Authority, such date fixed for redemption or the Scheduled Maturity Date (as the case may be), and payment of the Base Redemption Price thereon, shall be postponed and written notice of the Mandatory Postponement Condition shall be given to the Trustee and the Paying Agent. The payment of the Base Redemption Price which has been postponed pursuant to this Section 3.6(a) shall become due and payable, and further written notice shall be given to the Trustee and the Paying Agent, on the Final Payment Date.

(b)Final Payment Date means the date falling 10 Business Days after the date on which the Company determines that (i) the Company is Solvent and that payment of the Base Redemption Price on such Final Payment Date would not result in the Company becoming not Solvent and (ii) a Capital Adequacy Event has not occurred or, if it has occurred, does not continue to exist or that payment of the Base Redemption Price on such Final Payment Date would not result in a

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Capital Adequacy Event occurring or continuing to exist or (iii) the Mandatory Postponement Condition has been waived by the Company’s Supervisory Authority.

3.7Purchases

Subject to the Company first obtaining any required consent of its Supervisory Authority, the Company may purchase on the open market at any time Subordinated Notes in any manner and at any price. Purchased Subordinated Notes may be held, resold or, at the Company’s option, cancelled, as provided in Section 3.8.

3.8Cancellation

Cancellation of any Subordinated Notes so redeemed or purchased by the Company shall be effected by reducing the principal amount of the Global Securities, and any Subordinated Notes so cancelled may not be reissued or resold and the Company’s obligations in respect of any such cancelled Subordinated Notes shall be discharged.

4.REMEDIES

4.1Non-Payment When Due; Limitation of Remedies

(a)A Non-Payment Event shall occur with respect to the Subordinated Notes only if the Company does not elect to cancel an Interest Payment, is not obliged to cancel an Interest Payment or is not required to postpone the payment of the Base Redemption Price and nevertheless fails to pay or set aside for payment the amount due to satisfy, when due, any such Interest Payment or payment of the Base Redemption Price, and such failure continues for 14 days.

(b)If a Non-Payment Event occurs and is continuing with respect to the Subordinated Notes, the Trustee may pursue all legal remedies available to it, including the commencement of a judicial proceeding in the Netherlands (but not elsewhere) for the collection of the sums due and unpaid or a Winding-Up, subject to the limitations that may exist under the law of the Netherlands in bankruptcy or insolvency proceedings, but the Trustee may not, in the case of a Non-Payment Event in respect of an Interest Payment, declare the principal amount of any outstanding Subordinated Note to be due and payable.

(c)Subject to the provisions of this Section 4.1, and without prejudice to Sections 504 and 505 of the Base Indenture, the Trustee may at its discretion and without further notice institute such proceedings against the Company as it may think fit to enforce any term or condition binding on the Company under this Indenture and the Subordinated Notes (other than for the payment of any principal or satisfaction of any Interest Payments in respect of the Subordinated Notes); provided that the Company shall not by virtue of the institution of any such proceedings be obligated to pay any sum or sums, in cash or otherwise, sooner than it would otherwise have been obligated to pay.

(d)The Trustee shall not be bound to take any of the foregoing actions against the Company to enforce the terms of this Indenture or the Subordinated Notes unless (i) it shall have been so requested by an extraordinary resolution or in writing by the holders of at least 25% in principal amount of the Subordinated Notes then outstanding and (ii) it shall have been offered reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

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(e)Notwithstanding the foregoing, in accordance with Section 508 of the Base Indenture, holders of the Subordinated Notes have the absolute and unconditional right to institute suit for the enforcement of any Interest Payment that the Company does not timely elect to cancel or is not obliged to cancel, or any payment of the Base Redemption Price that the Company is not required to postpone, and such right may not be impaired without the consent of the holder of the Subordinated Notes.

(f)Without prejudice to Sections 504 and 505 of the Base Indenture, the Trustee is and shall be fully authorized by each and any holder of record of a Subordinated Note to commence proceedings for a Winding-Up in the Netherlands.

(g)Sections 501, 502 and 503 of the Base Indenture shall not apply with respect to the Subordinated Notes.

5.SUBORDINATION

5.1Agreement to Subordinate

The Company covenants and agrees, and each holder of Subordinated Notes issued hereunder, by such holder’s acceptance thereof, likewise covenants and agrees, that the Subordinated Notes issued hereunder (i)(A) shall rank pari passu with respect to each other, (B) shall rank pari passu with other Parity Securities, Parity Guarantees and other debt obligations expressed to be similarly subordinated as and, accordingly, ranking pari passu with, the Subordinated Notes, such other Parity Guarantees and Parity Securities, (ii) are and shall be subordinated (achtergesteld), and accordingly be subject in right of payment to prior payment in full upon liquidation, moratorium of payments or bankruptcy of the Company, to the claims of Senior Creditors, present and future, and (iii) shall rank in priority to any Junior Securities and Junior Guarantees.

5.2Section 1402 of the Base Indenture

With respect to the Subordinated Notes, the provisions of Section 5.1 replace in their entirety Section 1402 of the Base Indenture. In addition, with respect to the Subordinated Notes, Section 1403 through Section 1416 of Article Fourteen of the Base Indenture is hereby amended by replacing the term “Senior Debt” as used in such sections with the term “Senior Debt” as defined in this Eighth Supplemental Indenture.

6.COVENANTS OF THE COMPANY

6.1Listing

The Company shall use reasonable efforts to maintain the listing of the Subordinated Notes on the stock exchange on which they were listed on or about the Issue Date or, if it is unable to do so having used such efforts or if the maintenance of any such listing is agreed by the Trustee to be unduly burdensome, use all reasonable efforts to obtain and maintain a quotation or listing of Subordinated Notes on such other stock exchange or exchanges or securities market or markets as the Company may (with the prior written approval of the Trustee) decide so that the Subordinated Notes are listed on at least one stock exchange or securities market.

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6.2Officers’ Certificate on Cancellation or Postponement

If the Company elects to or is obliged to cancel any Interest Payment in accordance with Section 2.4(d) or Section 2.4(e) or is obliged to postpone payment of the Base Redemption Price in accordance with Section 3.6, it shall deliver to the Trustee and the Paying Agent, no later than ten (10) Business Days preceding the relevant Interest Payment Date, an Officers’ Certificate, certifying that it is obliged to cancel the Interest Payment pursuant to Section 2.4(d), has elected to cancel the Interest Payment pursuant to Section 2.4(e) or is obliged to postpone payment of the Base Redemption Price pursuant to Section 3.6, as applicable.

7.FORM OF SUBORDINATED NOTES

7.1Form of Subordinated Notes

The Subordinated Notes shall be substantially in the form of Schedule 1 hereto. Schedule 1 hereto is hereby incorporated into and expressly made a part of this Eighth Supplemental Indenture.

8.ORIGINAL ISSUE OF SUBORDINATED NOTES

8.1Original Issue of Subordinated Notes

Subordinated Notes in the initial aggregate principal amount of up to $500,000,000 may, upon execution of this Eighth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Subordinated Notes to or upon the written order of the Company, in accordance with Section 303 of the Base Indenture.

There is no limit on the amount of Subordinated Notes which may be issued pursuant to this Eighth Supplemental Indenture.

9.WINDING UP

9.1Winding Up

If at any time an order is made, or an effective resolution is passed, for a Winding-Up (except in any such case a solvent Winding-Up solely for the purpose of a reconstruction, amalgamation or the substitution of a successor in business, the terms of which reconstruction, amalgamation or substitution (a) have previously been approved in writing by the Trustee or by an extraordinary resolution of the Company’s shareholders and (b) do not provide that the Subordinated Notes shall thereby become payable), holders of the Subordinated Notes shall, in respect of each Subordinated Note held, be entitled to a Winding-Up Claim, which Winding-Up Claim shall rank for payment in accordance with Section 5.1.

10.SATISFACTION AND DISCHARGE

10.1Satisfaction and Discharge

The Company covenants and agrees, and each holder of Subordinated Notes issued hereunder, by such holder’s acceptance thereof, likewise covenants and agrees, that all Subordinated Notes shall be issued as Securities subject to the provisions of Article 4 of the Base Indenture.

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11.TAXATION; ADDITIONAL AMOUNTS

11.1General

Any amounts to be paid by the Company on the Subordinated Notes (including principal, Interest Amounts, Accrued Interest Payments and payments in respect of a Winding-Up) shall be made without withholding of or deduction for any present or future taxes, duties, assessments or other charges imposed by the government of the Netherlands or the government of a jurisdiction in which a successor to the Company is organized (a Successor Jurisdiction), unless the withholding or deduction of such taxes, duties, assessments or charges is required by law. In that event, subject to the Company first obtaining any required consent of its Supervisory Authority, and subject to Section 2.4(d), Section 2.4(e) and Section 3.6, the Company shall pay such additional amounts (Additional Amounts), as may be necessary in order that the net amounts received by holders of Subordinated Notes after such withholding or deduction equal the respective amounts of principal and interest which would have been received in respect of the Subordinated Notes in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in relation to any payment with respect to any Subordinated Notes:

(a)to, or to a third party on behalf of, a holder of the Subordinated Notes who is liable to such taxes, duties, assessments or governmental charges in respect of such Subordinated Notes by reason of such holder having some connection with the Netherlands or a Successor Jurisdiction, as applicable, other than the mere holding of such Subordinated Notes;

(b)to, or to a third party on behalf of, a holder of the Subordinated Notes, if such withholding or deduction may be avoided by complying with any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority if, following a request to do so, such holder or third party fails to comply with such requirement;

(c)to, or to a third party on behalf of, a holder of the Subordinated Notes, that is a partnership, or a holder of the Subordinated Notes that is not the sole beneficial owner of the Subordinated Notes or which holds the Subordinated Notes in a fiduciary capacity, to the extent that any of the members of the partnership, the beneficial owner or the settler or beneficiary with respect to the fiduciary would not have been entitled to the payment of an Additional Amount had each of the members of the partnership, the beneficial owner, settler or beneficiary (as the case may be) received directly his beneficial or distributive share of the payment;

(d)presented for payment (where presentation is required) more than 30 days after the Relevant Date except to the extent that the holder of the Subordinated Notes would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such period of 30 days; or

(e)where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the European Union Council Directive of June 3, 2003 on the taxation of savings income, implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to such Directive, or similar measures adopted by a number of third countries and territories.

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References herein to principal, Interest Amounts and/or Accrued Interest Payments shall be deemed to include any Additional Amounts that may become payable pursuant to the terms of this Indenture.

11.2Section 1006 of the Base Indenture

The provisions of Section 1006 of the Base Indenture are hereby replaced by Section 11.1 hereof and shall not apply with respect to the Subordinated Notes.

12.MISCELLANEOUS

12.1Issuance of Definitive Subordinated Notes

(a)So long as DTC holds the Global Securities, the Global Securities shall not be exchangeable for definitive Subordinated Notes unless: (i) DTC notifies the Trustee that it is unwilling or unable to continue to hold the book-entry Subordinated Notes, or DTC ceases to be a clearing agency registered under the Exchange Act and the Trustee does not appoint a successor to DTC which is registered under the Exchange Act within 120 days; (ii) a Non-Payment Event has occurred and is continuing; (iii) in the event of a Winding-Up, it fails to make a payment in respect of the Subordinated Notes when due; or (iv) at any time following a determination by the Company in its sole discretion that the Global Securities representing the Subordinated Notes should be exchanged for definitive Subordinated Notes in registered form.

(b)Each Person having an ownership or other interest in the Subordinated Notes must rely exclusively on the rules and procedures of DTC or any participant therein, as the case may be, and any agreement with any participant of DTC or any participant therein, as the case may be, or any other securities intermediary through which that Person holds its interest to receive or direct the delivery of possession of any definitive Subordinated Notes.

(c)Any definitive Subordinated Notes shall be issued in registered form only in denominations of $25 and any integral multiples thereof and shall be substantially in the form of the Global Security included as Schedule 1 hereto with such insertions, omissions, substitutions and other variations as appropriate for definitive Subordinated Notes as evidenced by the execution of such securities. To the extent permitted by law, the Company and the Trustee are entitled to treat the Person in whose name any definitive Subordinated Note is registered as its absolute owner.

(d)Payments in respect of definitive Subordinated Notes shall be made to the Person in whose name the definitive Subordinated Notes are registered as it appears in the register. Payments shall be made in respect of the Subordinated Notes by transfer to the holder’s account in New York. Definitive Subordinated Notes must be presented to the Paying Agent for redemption.

(e)If the Company issues definitive Subordinated Notes in exchange for Global Securities, DTC, as holder of the Global Securities, shall surrender the Global Securities against receipt of thedefinitive Subordinated Notes, cancel the book-entry securities of that series and distribute the definitive Subordinated Notes of that series to the Person in the amounts that DTC determines.

(f)If definitive Subordinated Notes are issued in the limited circumstances as set forth above, such definitive Subordinated Notes may be transferred in whole or in part in denominations of any whole number of Subordinated Notes upon surrender of the definitive Subordinated Notes certificates together with the form of transfer endorsed on it, duly completed and executed at

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the specified office of the Trustee. If only part of a Subordinated Notes certificate is transferred, a new Subordinated Notes certificate representing the balance not transferred shall be issued to the transferor.

12.2Further Issuances

The Company may from time to time, without the consent of the holders of the Subordinated Notes, create and issue further subordinated notes ranking equally in all respects (or in all respects save for the date from which interest thereon accrues and the amount of the first payment of interest on such further subordinated notes) and such that the further issuance of subordinated notes shall be consolidated and form a single series with the outstanding Subordinated Notes; provided that any further subordinated notes that are not fungible with the Subordinated Notes for U.S. federal income tax purposes shall have a unique CUSIP and any other identifying number assigned to such further subordinated notes. Any further issuance of subordinated notes shall be issued pursuant to an additional supplemental indenture.

12.3Ratification of Base Indenture; Eighth Supplemental Indenture Controls

The Base Indenture, as supplemented by this Eighth Supplemental Indenture, is in all respects ratified and confirmed. This Eighth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Eighth Supplemental Indenture shall supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith with respect to the Subordinated Notes and any other Subordinated Notes issued hereunder.

12.4Trustee Not Responsible for Recitals

The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the accuracy thereof. The Trustee makes no representation as to the validity or sufficiency of this Eighth Supplemental Indenture or the Subordinated Notes. The Trustee shall not be accountable for the use or application by the Company of the Subordinated Notes or the proceeds thereof.

12.5Governing Law

This Eighth Supplemental Indenture and each Subordinated Note shall be governed by and construed in accordance with the laws of the State of New York, except for any provision of Article 5 and Article 9 relating to subordination, which provisions shall be governed by and construed in accordance with the laws of the Netherlands.

12.6Severability

If any provision in the Indenture or in the Subordinated Notes is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12.7Counterparts

The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any signed copy shall be sufficient proof of this Eighth Supplemental Indenture.

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12.8Paying Agent

The parties agree that Citibank, N.A., as Paying Agent, shall be entitled to the benefit of all the rights, protections, privileges and immunities, as applicable, contained in the Indenture with respect to the Trustee, as if set forth herein.

13.DEFINITION OF OFFICERS’ CERTIFICATE, COMPANY REQUEST AND COMPANY ORDER AMENDED

With regard to the Subordinated Notes only, the definition of “Officers’ Certificate” in Section 101 of the Base Indenture is hereby amended by deleting the first occurrence of the word “and” from the second line of the first sentence of the definition and replacing it with the word “or.”

With regard to the Subordinated Notes only, the definitions of “Company Request” and “Company Order” in Section 101 of the Base Indenture are hereby amended by deleting the first occurrence of the word “and” from the third line of the definition and replacing it with the word “or.”

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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the day and year first above written.

AEGON N.V.
as Issuer
By:	/s/ C.M. van Katwijk
	Name: C.M. van Katwijk
	Title: Executive Vice President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:	/s/ Linda Garcia
	Name: Linda Garcia
	Title: Vice President
CITIBANK, N.A.
as Paying Agent
By:	/s/ Louis Piscitelli
	Name: Louis Piscitelli
	Title: Vice President

SCHEDULE 1

FORM OF 8.00% NON-CUMULATIVE SUBORDINATED NOTES DUE 2042

[Face of Note]

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED SECURITY, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

The rights of the holders of the Subordinated Notes are, to the extent and in the manner set forth in Article 14 of the Base Indenture and Article 5 of the Eighth Supplemental Indenture, subordinated to Senior Debt, and this Note is issued subject to the provisions of Article 14 of the Base Indenture and Article 5 of the Eighth Supplemental Indenture, and the holder of this Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are governed by, and shall be construed in accordance with, the laws of the Netherlands.

AEGON N.V.

8.00% Non-Cumulative Subordinated Notes due 2042

No. [ ]
CUSIP No.:	007924 608
ISIN No.:	US0079246080

AEGON N.V., a limited liability public company duly organized and existing under the laws of the Netherlands (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of [·] MILLION U.S. DOLLARS ($[·]) on February 15, 2042, unless otherwise redeemed or purchased and cancelled in accordance with the Indenture, subject to the Company’s obligation to postpone such repayment, and to pay Interest thereon, subject to the Company’s right or obligation to cancel Interest Payments in accordance with the Indenture, from (and including) an Interest Payment Date (or the Issue Date, in respect of the first Interest Payment Date, to (but excluding) the immediately following Interest Payment Date, quarterly in arrears on February 15, May 15, August 15 and November 15 in each year, commencing on May 15, 2012, and at such other times as are set forth in the Indenture at the rate of 8.00% per annum, until the principal hereof is paid or made available for payment. The Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such Interest, which shall be the February 1, May 1, August 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. If Interest is required to be calculated for any period less than a year, it shall be calculated based on a 360-day year consisting of twelve 30-day months. If any Interest Payment Date, any redemption date, the Scheduled Maturity Date or the Final Payment Date of the Subordinated Notes falls on a day that is not a Business Day, the Company shall make the required payment on the next succeeding Business Day, and no additional Interest shall accrue in respect of the payment made on that next succeeding Business Day.

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Subject to the immediately following paragraph, if applicable, any payment in respect of this Note which is payable, and is paid or duly provided for, on any Interest Payment Date or on any date on which the Company makes any payment (including any payment of Additional Amounts in accordance with Article 11 of the Eighth Supplemental Indenture) shall be paid in U.S. dollars to the registered holder, including through a Paying Agent by wire-transfer of same-day funds to the holder or, at the option of the Company, by check mailed to the address of the holder as it appears in the Company’s Security Register. For so long as this Note is held in global form, all payments shall be made in U.S. dollars by wire-transfer of same-day funds.

The Company may under certain circumstances, and in accordance with the Indenture, cancel all or part of any Interest Payment that would in the absence of such election be scheduled to be made on the relevant Interest Payment Date. Any Interest on this Note which is not paid or duly provided for on any applicable Interest Payment Date shall not accumulate or be payable at any time thereafter, and holders shall have no right to receive such Interest at any time, whether in a Winding-Up or otherwise.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

AEGON N.V.
By:
	Name:
	Title:

Attest:

This is one of the Subordinated Notes of the series designated herein and referred to in the Eighth Supplemental Indenture.

Dated:   January 31, 2012

The Bank of New York Mellon Trust Company, N.A.

as Trustee

By:

Authorized Signatory

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[Reverse of Note]

This Note is one of a duly authorized issue of Securities of the Company (herein called the Subordinated Notes), issued and to be issued in one or more series under an indenture, dated as of October 11, 2001 (the Base Indenture), between the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee and successor in interest to Citibank, N.A. (herein called the Trustee, which term includes any successor trustee under the Indenture), as the same has been supplemented and amended from time to time, and as shall be further supplemented and amended by an eighth supplemental indenture dated January 31, 2012 (herein called the Eighth Supplemental Indenture and together with the Base Indenture, the Indenture) and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. The Subordinated Notes are subject to all such terms. This Note is one of the series designated on the face hereof and there is no limitation on the amount of Subordinated Notes of such series which may be issued. Terms not defined in this Note shall have the meaning assigned to such terms in the Indenture.

All payments on this Note shall be conditional upon, (a) in the case of any Interest Payment, the Company not being subject to the Mandatory Cancellation Condition and (b) in the case of payment of the Base Redemption Price on any date fixed for redemption or the Scheduled Maturity Date, as the case may be, the Company not being subject to the Mandatory Postponement Condition, unless the Mandatory Cancellation Condition or the Mandatory Postponement Condition, as applicable, has been waived by the Company’s Supervisory Authority.

Mandatory Cancellation Condition means that, on the 20th Business Day preceding any Interest Payment Date, (a) the Company has determined that (i) the Company is not Solvent or (ii) payment of the Interest Payment (or part thereof) on such Interest Payment Date would result in the Company becoming not Solvent or (b) the Company is then subject to the Capital Adequacy Regulations and the Company has determined that (i) a Capital Adequacy Event has occurred and continues to exist or (ii) payment of the Interest Payment (or part thereof) on such Interest Payment Date would result in a Capital Adequacy Event occurring or continuing to exist.

Mandatory Postponement Condition means that, on the 10th Business Day preceding any date fixed for redemption of the Subordinated Notes or the Scheduled Maturity Date, as the case may be, (a) the Company has determined that (i) the Company is not Solvent or (ii) that payment of the Base Redemption Price on such date fixed for redemption or the Scheduled Maturity Date, as the case may be, would result in the Company becoming not Solvent or (b) the Company is then subject to the Capital Adequacy Regulations and the Company has determined that (i) a Capital Adequacy Event has occurred and continues to exist or (ii) payment of the Base Redemption Price on such date fixed for redemption or the Scheduled Maturity Date, as the case may be, would result in a Capital Adequacy Event occurring or continuing to exist.

The Subordinated Notes shall constitute direct, unsecured subordinated Securities of the Company, subject to the subordination provisions described herein and in the Indenture, and shall rank pari passu with respect to each other and any other Parity Securities or Parity Guarantees and in priority to any Junior Securities or Junior Guarantees.

If a Non-Payment Event occurs and is continuing with respect to the Subordinated Notes, the Trustee may pursue all legal remedies available to it, including the commencement of a judicial proceeding in the Netherlands (but not elsewhere) for the collection of the sums due and unpaid or a Winding-Up, subject to the

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limitations that may exist under the law of the Netherlands in bankruptcy or insolvency proceedings, but the Trustee may not, in the case of a Non-Payment Event in respect of an Interest Payment, declare the principal amount of any outstanding Subordinated Note to be due and payable.

Any amounts paid by the Company on the Subordinated Notes (including principal, Interest Amounts, Accrued Interest Payments and payments in respect of a Winding-Up) shall be made without withholding of or deduction for any present or future taxes, duties, assessments or other charges imposed by the government of the Netherlands or the government of a jurisdiction in which a successor to the Company is organized (a Successor Jurisdiction), unless the withholding or deduction of such taxes, duties, assessments or charges is required by law. In that event, subject to the Company first obtaining any required consent of its Supervisory Authority, and subject to the Company’s right to elect to cancel or any obligation to cancel any Interest Payment or any obligation to postpone payment of the Base Redemption Price, subject to the exceptions and limitations set forth in Article 11 of the Eighth Supplemental Indenture, the Company shall pay such additional amounts (Additional Amounts) as may be necessary in order that the net amounts received by holders of the Subordinated Notes after such withholding or deduction equal the respective amounts of principal and Interest which would have been received in respect of the Subordinated Notes in the absence of such withholding or deduction.

References herein to principal, Interest Amounts and/or Accrued Interest Payments shall be deemed to include any Additional Amounts that may become payable pursuant to the terms of this Indenture.

Except as provided in the Eighth Supplemental Indenture, the Subordinated Notes are not redeemable at the option of the Company prior to August 15, 2017.

Subject to the provisions of the Eighth Supplemental Indenture, the Subordinated Notes may be redeemed in whole (but not in part), at the option of the Company and without the consent of the holders of the Subordinated Notes or the Trustee, at the Base Redemption Price: (i) on August 15, 2017, or on any Interest Payment Date thereafter, (ii) upon the occurrence of a Tax Event, provided that the Company shall have already delivered to the Trustee a written legal opinion of independent Dutch counsel (or independent counsel in a Successor Jurisdiction, if applicable) of recognized standing, selected by the Company, in a form satisfactory to the Trustee, confirming that the Company is entitled under the terms of Section 3.3 of the Eighth Supplemental Indenture to exercise such right of redemption, and (iii) in the case of a Capital Disqualification Event as described below.

If a Capital Disqualification Event occurs, the Company may, (i) subject to the provisions set forth in the Indenture, and subject to the Company first obtaining any required consent of its Supervisory Authority, redeem the Subordinated Notes in whole (but not in part) at their Base Redemption Price; or (ii) subject to compliance with applicable regulatory and legal requirements, elect, at any time and without the consent of the holders of the Subordinated Notes, to convert, substitute or exchange the Subordinated Notes in whole (but not in part), for Compliant Securities, or vary the terms of the Subordinated Notes, such that the Subordinated Notes, after giving effect to such variation, become or do not cease to be Compliant Securities; provided that any conversion, substitution, exchange or variation of the Subordinated Notes shall be (x) made after notice is given to the holders of the Subordinated Notes, the Paying Agent and the Trustee not less than 30 days nor more than 60 days prior to the date fixed for conversion, substitution, exchange or variation, as applicable, and (y) subject to the Company first obtaining the required consent of its Supervisory Authority.

The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all claims of Senior Creditors, present and future, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Note, by accepting the same, (i) agrees to and shall be bound by such provisions; (ii) authorizes and directs the Trustee on his or her

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behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided; and (iii) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Subordinated Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Subordinated Notes at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of a majority in principal amount of the Subordinated Notes of each series at the time outstanding, on behalf of the holders of all Subordinated Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Subordinated Notes of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Subordinated Notes of this series shall be represented by a Global Security.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Note is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities.

This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York except for the subordination provisions contained herein and in the Indenture, which shall be governed by and construed in accordance with the laws of the Netherlands.

6

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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EX-5.3

Exhibit 5.3

AEGON N.V. AEGONplein 50 PO Box 85 2501 CB The Hague The Netherlands	Allen & Overy LLP 1221 Avenue of the Americas New York  NY  10020  USA Tel  +1 212 610 6300 Fax +1 212 610 6399 www.allenovery.com
January 31, 2012	0042338-0000524 NY:13292009.3

Registration Statement on Form F-3 (File No. 333-174878)

Ladies and Gentlemen:

We have acted as special United States counsel for AEGON N.V., a company incorporated under the laws of the Netherlands (AEGON) and AEGON Funding Company LLC, a Delaware limited liability company (AFC), in connection with:

(a)the offering of, inter alia, an indeterminate number of, (i) debt securities of AEGON or AFC, which, if issued by AFC will be guaranteed by AEGON (the Debt Securities) and (ii) guarantees of AEGON or AFC (the Guarantees) under the Securities Act of 1933, as amended (the Securities Act), pursuant to a registration statement on Form F-3 (the Registration Statement). The Debt Securities and the Guarantees have an indeterminate aggregate offering price and will be offered from time to time on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act. The Debt Securities will be issued under the Base Indenture (as defined below).

(b)the offer and sale of $500,000,000 aggregate principal amount of 8.00% Non-Cumulative Subordinated Notes due 2042 (the Subordinated Notes) by AEGON.

The Subordinated Notes, as well as any other Debt Securities and Guarantees, are to be issued pursuant to an indenture dated as of October 11, 2001, (the Base Indenture), among AEGON, AFC and The Bank of New York Mellon Trust Company, a national banking association (as successor trustee to Citibank, N.A. under the Agreement of Resignation, Appointment and Acceptance, dated as of August 21, 2007 by and among AEGON, AFC, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A., the Trustee), as amended and supplemented prior to the date hereof.  The Subordinated Notes are to be issued pursuant to the Base Indenture, as further modified and supplemented by an eighth supplemental indenture dated as of January 31, 2012 (the Supplemental Indenture, together with the Base Indenture, the Indenture), and sold pursuant to an underwriting agreement dated January 24, 2012 (the Underwriting Agreement), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives, the other underwriters named therein and AEGON.

A.            SCOPE OF REVIEW AND RELIANCE

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner or compagnon is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD and at its Amsterdam office.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

In that connection, we have examined the Registration Statement, a copy of the Base Indenture incorporated by reference into the Registration Statement as Exhibit 4.5, a copy of the Supplemental Indenture incorporated by reference into the Registration Statement as Exhibit 4.10, the opinion of Allen & Overy LLP incorporated by reference into the Registration Statement as Exhibit 5.2 and such additional documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion.

B.	ASSUMPTIONS
In giving this opinion, we have assumed the following (without independent verification):
1.	the legal capacity of all natural persons, the authority of all persons signing each of the documents on behalf of the parties to such documents and the genuineness of all signatures;
2.	the authenticity and completeness of all documents submitted to us as originals;
3.	the conformity to original documents and the completeness of all documents submitted to us as certified or conformed copies or photocopies and the authenticity of the originals of such documents;
4.	the conformity to original documents and the completeness of all documents received by us by facsimile transmission and the authenticity of the originals of such documents;
5.	the due authorization, execution and delivery of the Indenture and the Subordinated Notes;
6.	that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to engage in the activities contemplated by the Indenture;
7.	that the Trustee is in compliance, with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and
8.	that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
C.	OPINIONS
On the basis of the foregoing, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
1.	The Debt Securities, when issued by AEGON in accordance with the terms of the Base Indenture, will constitute valid and legally binding obligations of AEGON.
2.	Each Guarantee of AEGON, when it has been duly authorized, executed and delivered by AEGON, and assuming due authorization, execution and delivery by the guarantee trustee, will constitute a valid and legally binding obligation of AEGON.
3.	When authenticated in accordance with the provisions of the Indenture and delivered and paid for pursuant to the Underwriting Agreement, the Subordinated Notes will constitute valid and legally binding obligations of AEGON.

2

In rendering the opinions expressed in Paragraphs 1 and 2, we have further assumed that: (i) the terms of the governing instruments or agreements under which the Debt Securities and the Guarantees are to be issued will have been duly authorized and established by AEGON, and the governing instruments or agreements will have been duly executed and delivered by the parties thereto; (ii) the terms of the Debt Securities and the Guarantees to be issued will have been duly established in conformity with any applicable governing instrument or agreement, will not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon AEGON and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over AEGON; (iii) the Debt Securities and the Guarantees will be sold and delivered to, and paid for by, the purchasers at the prices and in accordance with the terms of an agreement or agreements duly authorized and validly executed and delivered by the parties thereto; (iv) AEGON will authorize the offering and issuance of the Debt Securities and the Guarantees and will authorize, approve and establish the final terms and conditions thereof and of any applicable debt security, warrant agreement, guarantee agreement, purchase contract agreement, unit agreement or supplemental indenture and will take any other appropriate additional corporate action; and (v) certificates representing the Debt Securities and the Guarantees will be duly executed and delivered and, to the extent required by the applicable indenture, warrant agreement, guarantee agreement, purchase contract agreement or unit agreement, duly authenticated and countersigned and will be issued and sold as contemplated in the Registration Statement.

For purposes of Paragraph 2 hereof, we have assumed that the execution and delivery of any guarantee agreement, and any indebtedness or obligations covered by any guarantee agreement, do not violate any applicable law or any agreement or instrument to which AEGON, or the obligor of such indebtedness or obligation is a party or by which it is bound.

We are expressing no opinion as to any obligations that parties other than AEGON may have under or in respect of the Debt Securities, the Guarantees or the Subordinated Notes or as to the effect that their performance of such obligations may have upon any of the matters referred to above.

D.        LIMITATIONS AND QUALIFICATIONS

1.We do not express any opinion herein concerning any law other than the Federal law of the United States of America, the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.  In particular, we do not purport to pass on any matter governed by the laws of the Netherlands.

We know that we are referred to under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name in the Registration Statement and any amendments (including post-effective amendments) thereto, to the incorporation by reference of this opinion and consent in any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and to the filing of this opinion with the Registration Statement as Exhibit 5.3 thereto.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

Very truly yours,

/s/ Allen & Overy LLP

Allen & Overy LLP

3

EX-8.2

Exhibit 8.2

AEGON N.V. AEGONplein 50 PO Box 85 2501 CB The Hague The Netherlands	Allen & Overy LLP 1221 Avenue of the Americas New York NY 10020 USA Tel +1 212 610 6300 Fax +1 212 610 6399 www.allenovery.com
January 31, 2012	0042338-0000524 NY:13217070.4

AEGON N.V. 8.00% Non-Cumulative Subordinated Notes due 2042

Ladies and Gentlemen:

We have acted as special United States tax counsel for AEGON N.V., a company incorporated under the laws of the Netherlands (the Issuer), in connection with the preparation of the Prospectus Supplement dated January 24, 2012 (the Prospectus Supplement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), on January 24, 2012 of which the prospectus dated June 14, 2011 (the Prospectus) forms a part. The Prospectus Supplement and Prospectus have been filed with the Commission as part of the Issuer’s registration statement on Form F-3, as amended (file no. 333-174878), declared effective on June 14, 2011 (the Registration Statement). The Registration Statement, Prospectus and Prospectus Supplement relate to the registration under the Securities Act of an aggregate principal amount of $500,000,000 8.00% non-cumulative subordinated notes due 2042 (the Subordinated Notes).

As United States tax counsel, we have advised the Issuer with respect to the material United States federal income tax consequences of the proposed issuance of the Subordinated Notes. This advice is summarized under the heading “Taxation in the United States” (the Discussion) in the Prospectus Supplement. We hereby confirm that the statements set forth in the Discussion represent our opinion as to the matters of law covered by them, subject to the qualifications stated therein.

We are aware that we are referred to in the Discussion and under the heading “Legal Matters” in the Prospectus Supplement. We hereby consent to the references to us in those sections and the filing of this letter as an exhibit to the Registration Statement without thereby implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Allen & Overy LLP

Allen & Overy LLP

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practice in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

EX-8.3

Exhibit 8.3

AEGON N.V. AEGONplein 50 PO Box 85 2501 CB The Hague The Netherlands		Allen & Overy LLP Apollolaan 15 1077 AB Amsterdam The Netherlands PO Box 75440 1070 AK Amsterdam The Netherlands Temporary address Until March 2012 our visiting address is: Barbara Strozzilaan 101 1083 HN Amsterdam The Netherlands Tel   +31 20 674 1000 Fax  +31 20 674 1111
Amsterdam,	31 January 2012
Our ref	0042338-0000524 AMCO:4634947.1

AEGON N.V. 8.00% Non-Cumulative Subordinated Notes due 2042

Ladies and Gentlemen:

We have acted as legal counsel on matters of Netherlands tax law for AEGON N.V., a company incorporated under the laws of the Netherlands (the Issuer), in connection with the preparation of the Prospectus Supplement dated January 24, 2012 (the Prospectus Supplement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), on January 24, 2012, of which the prospectus dated June 14, 2011 (the Prospectus) forms a part. The Prospectus Supplement and Prospectus have been filed with the Commission as part of the Issuer’s registration statement on Form F-3, as amended (file no. 333-174878), declared effective on June 14, 2011 (the Registration Statement). The Registration Statement, Prospectus and Prospectus Supplement relate to the registration under the Securities Act of an aggregate principal amount of $500,000,000 8.00% non-cumulative subordinated notes due 2042 (the Subordinated Notes).

As Netherlands tax counsel, we have advised the Issuer with respect to certain material Dutch tax consequences of the proposed issuance of the Subordinated Notes. This advice is summarized under the heading “Taxation in the Netherlands”(the Discussion) in the Prospectus Supplement. We hereby confirm that the statements set forth in the Discussion represent our opinion as to the matters of law covered by them, subject to the qualifications stated therein.

We are aware that we are referred to in the Discussion and under the heading “Legal Matters” in the Prospectus Supplement. We hereby consent to the references to us in those sections and the filing of this letter as an exhibit to the Registration Statement without thereby implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Allen & Overy LLP

Allen & Overy LLP

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner or compagnon is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD and at its Amsterdam office.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.