AEGON NV (Form: F-3/A, Received: 09/23/2003 17:27:00)

Amount of increase in
Number of corporate
Units evidenced by
the Global Certificate

Amount of decrease in
Number of Corporate
Units evidenced by
the Global Certificate

Number of Corporate
Units evidenced by this
Global Certificate
following such
decrease or increase

Signature of
authorized Signatory
of Purchase Contract
Agent

As filed with the Securities and Exchange Commission on September 23, 2003

Registration No. 333-106497

SECURITIES AND EXCHANGE COMMISSION

PRE-EFFECTIVE AMENDMENT NO. 2 TO

FORM F-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AEGON N.V.

(Exact name of Registrant as specified in its charter)

AEGON FUNDING CORP.

(Exact name of Registrant as specified in its charter)

AEGON FUNDING
CORP. II

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

The Netherlands

(State or other jurisdiction of

incorporation or organization)

Not Applicable

(I.R.S. Employer Identification No.)

AEGONplein 50

PO Box 202

2501 CE The Hague

The Netherlands

011-31-70-344-3210

(Address and telephone number of

Registrant’s principal executive offices)

Delaware

(State or other jurisdiction of

incorporation or organization)

42-1489646

(I.R.S. Employer Identification No.)

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(Address and telephone number of

Registrant’s principal executive offices)

Delaware

(State or other jurisdiction of

incorporation or organization)

42-1510367

(I.R.S. Employer Identification No.)

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(Address and telephone number of

Registrant’s principal executive offices)

Craig D. Vermie, Esq.

AEGON USA, Inc.

4333 Edgewood Road NE

Cedar Rapids, IA 52499

(319) 398-8511

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

Copy of communications to:

A. Peter Harwich, Esq.

Allen & Overy

1221 Avenue of the Americas

New York, NY 10020

(212) 610-6471

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

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

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. ¨

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. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ¨

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus and consent solicitation statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus and consent solicitation statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION DATED SEPTEMBER 23, 2003

PROSPECTUS SUPPLEMENT AND CONSENT SOLICITATION STATEMENT

(To Prospectus dated , 2003)

SOLICITATION OF CONSENTS BY

TRANSAMERICA FINANCE CORPORATION

RELATING TO ITS

7.50% SENIOR NOTES DUE MARCH 15, 2004 (CUSIP NO. 893502 BQ 6)

ZERO COUPON DEBENTURES DUE SEPTEMBER 1, 2007 (CUSIP NO. 893502 AM 6)

6.40% SENIOR NOTES DUE SEPTEMBER 15, 2008 (CUSIP NO. 893502 CX 0)

ZERO COUPON DEBENTURES DUE MARCH 1, 2010 (CUSIP NO. 893502 AN 4)

6½% DEBENTURES DUE MARCH 15, 2011 (CUSIP NO. 893502 AH 7)

ZERO COUPON DEBENTURES DUE SEPTEMBER 1, 2012 (CUSIP NO. 893502 AP 9)

7.10% SENIOR QUARTERLY INTEREST BONDS DUE 2028 (QUIBS*) (CUSIP NO. 893950 20 4)

MEDIUM TERM NOTES, SERIES D (CUSIP NOS. 89350M DE 7, 89350M DF 4, 89350M DJ 6, 89350M DK 3)

MEDIUM TERM NOTES, SERIES E (CUSIP NOS.89350L GM 8, 89350L GP 1, 89350L GR 7, 89350L GS 5)

MEDIUM TERM NOTES, SERIES F (CUSIP NOS.89350L HY 1, 89350L JA 1, 89350L JC 7, 89350L JE 3, 89350L JK 9, 89350L JN 3, 89350L JR 4, 89350L HU 9, 89350L HX 3, 89350L JB 9)

AEGON N.V.

(a Netherlands public company with limited liability)

GUARANTEES

Transamerica Finance Corporation requests that you, as a registered holder of one or more of its debt securities listed above, consent to amend certain of the terms of your debt securities and waive certain of your rights under those debt securities. In exchange for your consent, Transamerica Finance Corporation’s parent company, AEGON N.V., hereby offers to guarantee fully and unconditionally your debt securities on the terms and subject to the conditions described in this prospectus supplement and consent solicitation statement. The debt securities of Transamerica Finance Corporation that are subject to this consent solicitation and offer are referred to in this prospectus supplement and consent solicitation statement as “TFC Notes.” If Transamerica Finance Corporation receives the requisite consents as summarized below and described in this prospectus supplement and consent solicitation statement, then AEGON N.V. will issue its guarantees of TFC Notes. The guarantees with respect to the unsubordinated, unsecured TFC Notes will rank equal in right of payment with all of AEGON N.V.’s existing and future unsubordinated, unsecured indebtedness, and the guarantees with respect to the subordinated, unsecured TFC Notes will constitute AEGON N.V.’s unsecured obligations and will be subordinated in right of payment to AEGON N.V.’s senior indebtedness.

Guarantees will be provided with respect to all of the series of TFC Notes issued under an indenture only if consents to the proposed amendments and waivers have been validly submitted and not subsequently revoked by the registered holders of the requisite principal amount of TFC Notes issued under that indenture at 5:00 p.m., New York City time, on , 2003, which is the record date for the consent solicitation. If consents to the proposed amendments and waivers have been validly submitted by the registered holders of the requisite principal amount of all of the series of TFC Notes and have not been subsequently revoked prior to the expiration of the consent solicitation, Transamerica Finance Corporation intends to effect the proposed amendments and waivers and AEGON N.V. intends to issue its guarantees with respect to all of the series of TFC Notes promptly after expiration of the consent solicitation. If consents to the proposed amendments and waivers have been validly submitted by the registered holders of the requisite principal amount of all of the series of TFC Notes issued under one or more (but not all) of the indentures and have not been subsequently revoked prior to the expiration of the consent solicitation, Transamerica Finance Corporation may effect the proposed amendments and waivers with respect to any of such indentures, provided that AEGON N.V. issues a guarantee with respect to all of the series of TFC Notes issued under that indenture. Therefore, the terms of your TFC Notes may be affected even if you do not consent. See “The Consent Solicitation,” beginning on page S-13.

The consent solicitation will expire at 5:00 p.m., New York City Time, on , 2003, unless extended. You may revoke any tendered consents prior to the expiration of the consent solicitation only in the manner described in this prospectus supplement and consent solicitation statement. The consent solicitation and offer of the guarantees is described in detail in this prospectus supplement and consent solicitation statement, and we urge you to read it carefully, including the “Risk Factors” beginning on page S-9 and beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement and consent solicitation statement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Solicitation Agent for the Consent Solicitation is:

UBS Investment Bank

, 2003

QUIBS is a servicemark of Morgan Stanley .

ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on information contained in this prospectus supplement and consent solicitation statement and the accompanying prospectus, and no one is authorized to provide you with information that is different from that contained in these documents. To understand the terms of the consent solicitation and the guarantees offered hereby, you should carefully read this prospectus supplement and consent solicitation statement and the accompanying prospectus. For more information, please see “Where You Can Find More Information About Us” beginning on page 5 of the accompanying prospectus.

AEGON N.V. is offering the guarantees and Transamerica Finance Corporation is soliciting consents with respect to TFC Notes only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and consent solicitation statement is accurate only as of its date regardless of the time of delivery of this prospectus supplement and consent solicitation statement or any grant of the guarantees.

In this prospectus supplement and consent solicitation statement, “AEGON” or “we,” “us,” “our” or comparable terms each refers to AEGON N.V. and any or all of our subsidiaries and joint ventures as the context requires, “AEGON USA” refers to AEGON USA, Inc., a wholly owned subsidiary of AEGON and “Transamerica Finance” refers to Transamerica Finance Corporation. References in this prospectus supplement and consent solicitation statement to “dollars” or “$” are to the U. S. dollar and references to “euros” or “EUR” are to the unified currency that was introduced in connection with the European Economic and Monetary Union in the Netherlands and the other participating member states of the European Union on January 1, 1999.

SUMMARY

The following is a summary of the information that is included in this prospectus supplement and consent solicitation statement and is qualified in its entirety by the more detailed information included elsewhere in this prospectus supplement and consent solicitation statement or the accompanying prospectus or incorporated by reference into this prospectus supplement and consent solicitation statement or the accompanying prospectus. As a result, this summary may not contain all the information that may be important to you. You should read the entire prospectus and reports incorporated by reference into this prospectus supplement and consent solicitation statement, before making an investment decision. In addition, you should carefully read the sections titled “Risk Factors” beginning on page S-9 and beginning on page 8 and “Forward-Looking Statements” beginning on page S-10.

AEGON N.V.

With roots dating back 150 years, AEGON, through its member companies, which we collectively refer to as the AEGON Group, is a leading international insurance group with its headquarters in The Hague, the Netherlands. Our common shares are listed on the official segment of the stock market of Euronext Amsterdam, the principal market for our common shares, on which they trade under the symbol “AGN”. Our common shares are also listed on the New York Stock Exchange (NYSE) under the symbol “AEG” and on the Frankfurt, London and Tokyo stock exchanges as well as on the SWX Swiss Exchange. The AEGON Group has operations in the United States, the Netherlands, the United Kingdom and Canada. The AEGON Group is also present in Hungary, Spain, Taiwan, Luxembourg, Ireland, Germany, Belgium, Slovakia, Hong Kong and mainland China, and has a representative office in India. Crucial differences exist in local markets and for this reason the AEGON Group emphasizes a decentralized organization structure. Our operating companies, with local management and employees, market their own unique products using tailored distribution channels. AEGON faces intense competition from a large number of other issuers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products.

Close to 90% of the AEGON Group’s core business is life insurance, pensions and related savings and investment products. The AEGON Group is also active in accident and health insurance, property and casualty insurance, and limited banking activities. AEGON’s headquarters are located at AEGONplein 50, P.O. Box 202, 2501 CE The Hague, the Netherlands (telephone 011-31-70-344-3210; internet: www.aegon.com).

Transamerica Finance Corporation

Transamerica Finance Corporation is a financial services organization that is headquartered in Rosemont, Illinois and conducts business primarily through its subsidiaries in commercial lending, intermodal leasing and real estate information services. Transamerica Finance is a wholly owned subsidiary of Transamerica Corporation, which is an indirect subsidiary of AEGON. In the normal course of its operations, Transamerica Finance has various transactions with AEGON and certain subsidiaries of AEGON.

Transamerica Finance’s principal assets are finance receivables (net of unearned finance charges and allowance for losses) and equipment held for lease, which combined totaled $7.4 billion at June 30, 2003 and $7.6 billion at December 31, 2002. In the second half of 2000, AEGON began providing all of Transamerica Finance’s long-term debt requirements. Prior to that time, Transamerica Finance offered publicly, from time to time, senior and subordinated debt securities. The most recent public debt issuance of $0.9 billion occurred in the first half of 2000. AEGON provided $1.3 billion in term debt to Transamerica Finance in 2002 and $1.1 billion in 2001. Transamerica Finance’s total debt was $5.6 billion at June 30, 2003 and $6.1 billion at December 31, 2002. The ratio of debt to tangible equity was 6.5:1 at December 31, 2002 and 2001. Tangible equity, for the purpose of this calculation, is defined as total equity less goodwill plus minority interest.

S-1

The Consent Solicitation and Guarantees

Transamerica Finance requests that you, as a registered holder of TFC Notes, consent to amend certain of the terms of the TFC Notes and waive certain of your rights under the TFC Notes. In exchange for your consent, Transamerica Finance’s ultimate parent company, AEGON, is offering to guarantee fully and unconditionally your debt securities on the terms and subject to the conditions described in this prospectus supplement and consent solicitation statement.

Reasons for the Consent Solicitation and Guarantees

Because of the dissimilarity between the operations of Transamerica Finance and AEGON’s operations, AEGON considers Transamerica Finance to be a non-core operation. On March 1, 2000, AEGON announced its intention to make opportunistic divestments of the businesses comprising Transamerica Finance. Subsequent to this announcement, however, AEGON announced that it would continue to operate Transamerica Finance’s business in light of general weakness in the commercial finance market. Over the last year, management has been concentrating Transamerica Finance’s business on market segments where there is a clear competency and strategic advantage in terms of market position. Since March 1, 2000, Transamerica Finance has sold or liquidated approximately $3.6 billion of its managed assets.

On August 5, 2003, Transamerica Finance, along with several of its affiliates including AEGON U.S. Corporation, a wholly owned subsidiary of AEGON, entered into an agreement with General Electric Capital Corporation, a subsidiary of the General Electric Company, to sell the majority of the businesses that make up Transamerica Finance’s commercial lending segment. The assets to be sold consist primarily of a portfolio of $8.4 billion of net finance receivables, including $2.5 billion of securitized distribution finance receivables, from the segment’s four primary businesses: distribution finance, equipment financial services, business capital and specialty finance. In addition to the assets sold, approximately $1 billion of liabilities, primarily consisting of third-party debt and accounts payable and other liabilities, will be assumed. Additionally, $0.3 billion of aircraft related assets, consisting of net finance receivables and equipment held for lease, are excluded from the sale. The businesses being sold, acquired in 1999 as part of AEGON’s acquisition of Transamerica Corporation, include approximately 1,700 employees and serve customers primarily in North America and Europe. Transamerica Finance intends to use the majority of the proceeds from the sale, approximately $5 billion, to retire debt other than TFC Notes, including $2.6 billion of debt owed to AEGON. The sale is subject to regulatory approval and other customary closing conditions, as well as Transamerica Finance’s implementation of the proposed amendments and waivers described herein. The closing of the sale is expected to occur before year end 2003. Upon completion of the contemplated sale, Transamerica Finance’s remaining businesses will consist primarily of the intermodal leasing and real estate information services operations. The sale is consistent with AEGON’s strategy to focus on its core business of life insurance, pensions and related investment products.

Transamerica Finance is requesting your consent to certain amendments and waivers to the indentures under which the TFC Notes were issued. Currently, as summarized below, the terms of the indentures underlying TFC Notes place certain restrictions on, among other items, Transamerica Finance’s ability to place certain liens on its assets and to divest certain assets. The proposed amendments and waivers will provide Transamerica Finance and AEGON with the necessary flexibility to continue to reorganize or divest the businesses that comprise Transamerica Finance as opportunities arise and market conditions allow.

In return for your consent to the proposed amendments and waivers and subject to the receipt of the requisite consents, as summarized below, AEGON is offering to fully and unconditionally guarantee TFC Notes as described in this prospectus supplement and consent solicitation statement. If the requisite consents are obtained in respect of each series of TFC Notes, and AEGON issues guarantees with respect to all series of TFC Notes, as described in this prospectus supplement and consent solicitation statement and accompanying prospectus, it is expected that Transamerica Finance will no longer file periodic reports pursuant to the Securities Exchange Act of 1934.

S-2

TFC Notes

The consent solicitation relates to all of the outstanding TFC Notes, which total $1,323,281,000 in aggregate principal amount. These debt securities were issued under the following four indentures:

An indenture dated as of March 15, 1981 between Transamerica Finance and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago), as trustee, pursuant to which Transamerica Finance has issued senior debt securities. We refer to this indenture in this prospectus supplement and consent solicitation statement as the 1981 U.S. Bank Indenture.

Title of Security		Aggregate Principal Amount Outstanding			CUSIP No.
6 ¹ / 2 % Debentures due March 15, 2011		$	53,167,000		893502 AH 7

An indenture dated as of July 1, 1982 between Transamerica Finance and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank), as trustee, pursuant to which Transamerica Finance has issued senior debt securities. We refer to this indenture in this prospectus supplement and consent solicitation statement as the 1982 BNY Midwest Trust Company Indenture.

Title of Security	Aggregate Principal Amount Outstanding		CUSIP No.
Zero Coupon Debentures due September 1, 2007	$	49,983,000	893502 AM 6
Zero Coupon Debentures due March 1, 2010		132,963,000	893502 AN 4
Zero Coupon Debentures due September 1, 2012		199,811,000	893502 AP 9

An indenture dated as of April 1, 1991 between Transamerica Finance and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank), as trustee, pursuant to which Transamerica Finance has issued senior debt securities. We refer to this indenture in this prospectus supplement and consent solicitation statement as the 1991 BNY Midwest Trust Company Indenture.

Title of Security(1)	Aggregate Principal Amount Outstanding		CUSIP No.
Medium Term Notes, Series E, due August 15, 2005	$	20,000,000	89350L GM 8
Medium Term Notes, Series E, due August 25, 2005		10,000,000	89350L GP 1
Medium Term Notes, Series E, due December 6, 2010		15,000,000	89350L GR 7
Medium Term Notes, Series E, due December 6, 2010		10,000,000	89350L GS 5
Medium Term Notes, Series F, due January 27, 2004		15,000,000	89350L HY 1
Medium Term Notes, Series F, due January 28, 2004		21,425,000	89350L JA 1
Medium Term Notes, Series F, due February 2, 2004		10,500,000	89350L JC 7
Medium Term Notes, Series F, due February 4, 2004		15,000,000	89350L JE 3
Medium Term Notes, Series F, due February 12, 2004		20,000,000	89350L JK 9
Medium Term Notes, Series F, due March 25, 2004		25,500,000	89350L JN 3
Medium Term Notes, Series F, due May 14, 2004		100,000,000	89350L JR 4
Medium Term Notes, Series F, due January 14, 2009		10,000,000	89350L HU 9
Medium Term Notes, Series F, due January 26, 2009		10,000,000	89350L HX 3
Medium Term Notes, Series F, due January 28, 2009		10,500,000	89350L JB 9
7.50% Senior Notes due March 15, 2004		179,099,000	893502 BQ 6
6.40% Senior Notes due September 15, 2008		146,833,000	893502 CX 0
7.10% Senior Quarterly Interest Bonds due 2028 (QUIBS)*		250,000,000	893950 20 4

(1)

Pursuant to the terms of the 1991 BNY Midwest Trust Company Indenture, all of the Series E notes collectively comprise a single series of notes and all of the Series F notes collectively comprise a single series of notes.

The QUIBS are listed on the New York Stock Exchange under the symbol “TFD.” QUIBS is a service mark of Morgan Stanley.

S-3

An indenture dated as of April 1, 1991 between Transamerica Finance and Bank of New York (formerly First Interstate Bank, Ltd.), as trustee, pursuant to which Transamerica Finance has issued subordinated debt securities. We refer to this indenture in this prospectus supplement and consent solicitation statement as the 1991 Bank of New York Indenture.

Title of Security(1)	Aggregate Principal Amount Outstanding		CUSIP No.
Medium Term Notes, Series D, due December 9, 2003	$	5,000,000	89350M DE 7
Medium Term Notes, Series D, due December 9, 2003		10,000,000	89350M DF 4
Medium Term Notes, Series D, due December 9, 2003		2,500,000	89350M DJ 6
Medium Term Notes, Series D, due December 10, 2003		1,000,000	89350M DK 3

(1)

Pursuant to the terms of the 1991 Bank of New York Indenture, all of the Series D notes collectively comprise a single series of notes.

In this prospectus supplement and consent solicitation statement, we refer to the debt securities issued pursuant to the 1981 U.S. Bank Indenture, the 1982 BNY Midwest Trust Company Indenture and the 1991 BNY Midwest Trust Company Indenture as the Senior TFC Notes, the debt securities issued pursuant to the 1991 Bank of New York Indenture as the Subordinated TFC Notes, and the Senior TFC Notes and the Subordinated TFC Notes together as TFC Notes. We refer to the 1981 U.S. Bank Indenture, the 1982 BNY Midwest Trust Company Indenture, the 1991 BNY Midwest Trust Company Indenture and the 1991 Bank of New York Indenture collectively as the TFC Indentures.

S-4

Summary Terms of the Consent Solicitation and Offer to Guarantee

Consent Solicitation	In accordance with the respective terms of each of the TFC Indentures, Transamerica Finance is seeking consents to the proposed amendments and waivers to the TFC Indentures from all registered holders of outstanding TFC Notes on the record date. Only these holders can consent to the proposed amendments and waivers.

Record Date	The record date is 5:00 p.m., New York City time, on , 2003.

TFC Notes	The proposed amendments and waivers relate to each series of TFC Notes, as described above.

Proposed Amendments and Waivers	The proposed amendments and waivers would give Transamerica Finance greater flexibility under the TFC Indentures to incur liens on its assets and the assets of its subsidiaries, allow Transamerica Finance to sell its assets substantially as an entirety without having to comply with certain conditions and, with respect to the 1981 U.S. Bank Indenture, would remove limitations on Transamerica Finance’s ability to pay dividends. The proposed amendments include:

		Ÿ	amendments to remove the covenant regarding conditions to the consolidation, merger or conveyance or transfer of Transamerica Finance’s assets substantially as an entirety for each series of TFC Notes and to replace it with a covenant prohibiting the consolidation or merger of Transamerica Finance with a non-U.S. entity and prohibiting the conveyance or transfer of Transamerica Finance’s assets substantially as an entity to a non-U.S. entity that assumes Transamerica Finance’s obligations under the Indenture;

		Ÿ	amendments to remove the limitations on liens covenant for each series of TFC Notes; and

		Ÿ	an amendment to remove the limitations on dividends covenant with respect to the 6½% Debentures due March 15, 2011.

	The proposed waivers include:

		Ÿ	waivers of future compliance with the limitations on liens covenant for each series of TFC Notes; and

		Ÿ	a waiver of future compliance with the limitations on dividends covenant in the 1981 U.S. Bank Indenture.

	See “The Consent Solicitation” beginning on page S-13, “The Proposed Amendments and Waivers” beginning on page S-19 and Annexes A through D, which contain the text of the proposed amendments and waivers.

Guarantees Offered	AEGON will fully and unconditionally guarantee the due and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest on TFC Notes, and all other obligations of Transamerica Finance under the TFC Indentures, when and as these payments become due and payable, whether at maturity, by acceleration, by call for redemption or otherwise, without any requirement that a holder of TFC Notes first proceed against Transamerica Finance.

S-5

		AEGON will (1) agree that its obligations under the guarantees will be enforceable irrespective of any invalidity, irregularity or unenforceability of the guaranteed TFC Notes or the TFC Indentures and (2) waive any right to require proceeding against Transamerica Finance before its obligations under the guarantees shall become effective. The guarantees will continue in full force and effect until all obligations of Transamerica Finance in respect of TFC Notes have been satisfied.

		AEGON will not receive any cash proceeds from the holders of TFC Notes from the issuance of the guarantees as described in this prospectus supplement and consent solicitation statement. AEGON may receive a guarantee fee from Transamerica Finance in connection with the issuance of the guarantees.

Ranking		TFC Notes comprise senior debt securities and subordinated debt securities that are unsecured obligations of Transamerica Finance. The guarantees of the Senior TFC Notes will constitute unsecured, unsubordinated obligations of AEGON and will rank equal in right of payment with all other unsecured and unsubordinated obligations of AEGON (other than obligations that by mandatory operation of law would be given priority in a dissolution of AEGON). The guarantee of the Subordinated TFC Notes will constitute unsecured obligations of AEGON and will be subordinated in right of payment to all senior indebtedness of AEGON.

Ratings		The Senior TFC Notes are currently rated “A3” by Moody’s Investors Service, “BBB+” by Standard & Poor’s Ratings Services and “A” by Fitch Ratings. The Subordinated TFC Notes are currently rated “Baa1” by Moody’s, “BBB” by Standard & Poor’s and “A-” by Fitch.

		AEGON’s senior unsecured debt is rated “A2” by Moody’s and “A+” by Standard & Poor’s. AEGON’s subordinated debt is rated “A3” by Moody’s and “A” by Standard & Poor’s. On April 8, 2003, Standard and Poor’s lowered its rating on AEGON’s senior, unsecured debt from “AA-” to “A+”, with a stable outlook. On December 12, 2002, Moody’s lowered its rating on AEGON’s senior, unsecured debt from “Aa3” to “A2”, with a negative outlook.

		Following the August 5, 2003 announcement of the transaction described above in “Reasons for the Consent Solicitation and Guarantees” beginning on page S-2, Moody’s placed the long-term debt ratings of Transamerica Finance on review for possible upgrade, Standard & Poor’s placed Transamerica Finance’s senior, unsecured and subordinated ratings on CreditWatch with positive implications, and Fitch placed Transamerica Finance’s senior debt and subordinated debt on Rating Watch Positive. There can be no assurance, however, that Moody’s, Standard & Poor’s or Fitch will take any favorable action with respect to Transamerica Finance’s ratings. The ratings and outlook of Moody’s, Standard & Poor’s and Fitch with respect to the debt of Transamerica Finance and AEGON are not recommendations to buy, sell or hold TFC Notes or any other securities of Transamerica Finance or AEGON, and may be withdrawn or revised at any time at the discretion of the assigning agency.

S-6

Required Consents	Transamerica Finance is seeking validly submitted and unrevoked consents from the registered holders on the record date of each series of TFC Notes issued under each TFC Indenture as follows:

		Ÿ	with respect to TFC Notes issued under the 1981 U.S. Bank Indenture and the 1982 BNY Midwest Trust Company Indenture, at least 66 ² / 3 % in aggregate principal amount of the notes outstanding in each series (or at least a majority in aggregate principal amount with respect to the proposed waivers only); and

		Ÿ	with respect to TFC Notes issued under the 1991 BNY Midwest Trust Company Indenture and the 1991 Bank of New York Indenture, a majority in aggregate principal amount of the notes outstanding in each series.

	See “The Consent Solicitation” beginning on page S-13.

Expiration Date	The consent solicitation will expire at 5:00 p.m., New York City time, on , 2003, unless Transamerica Finance extends the consent solicitation with respect to any series of TFC Notes. We refer to this date, as extended, if applicable, as the “Expiration Date.” See “The Consent Solicitation—Expiration Date; Extension of the Consent Solicitation Period; Amendment; Termination” beginning on page S-15.

Termination of the Consent Solicitation and the Offer to Guarantee	Transamerica Finance reserves the right to terminate, amend or modify the consent solicitation and the offering of the guarantees at any time, whether or not the requisite consents have been obtained. If the proposed amendments or waivers are effected with respect to any series of TFC Notes, however, a guarantee will be issued in respect of that series. See “The Consent Solicitation—Expiration Date; Extension of the Consent Solicitation Period; Amendment; Termination” beginning on page S-15.

Payment Provisions Unaffected	The maturity dates, payment provisions, interest rates, redemption provisions and other related provisions of TFC Notes will not be changed as a result of the proposed amendments or waivers.

Certain Material United States Federal Income Tax Considerations	The proposed amendments to and waivers with respect to the TFC Indentures, together with the issuance of the guarantees, should not constitute a taxable exchange for U.S. holders of TFC Notes. See “Certain Material U.S. Federal Income Tax Consequences” beginning on page S-21. For a description of material Dutch tax considerations see “Netherlands Taxation” beginning on page S-24.

Indenture Trustees	U.S. Bank National Association, BNY Midwest Trust Company and The Bank of New York are the trustees under the TFC Indentures.

S-7

Solicitation Fees and Expenses		The Solicitation Agent and the Information Agent will receive reasonable and customary compensation for their services. In addition, if the requisite consents with respect to the TFC Notes issued under any TFC Indenture are obtained, Transamerica Finance will pay a dealer fee to soliciting dealers with respect to such validly submitted and unrevoked consents by beneficial owners holding not more than $250,000 principal amount per series of TFC Notes, in an amount of $2.50 per $1,000 of TFC Notes. See “The Consent Solicitation—Fees and Expenses” beginning on page S-19.

Solicitation Agent		UBS Securities LLC is acting as Solicitation Agent in connection with the consent solicitation. Questions relating to the terms of the consent solicitation may be directed to UBS’s Liability Management Group at (203) 719-4210.

Information Agent		Georgeson Shareholder Communications, Inc. is acting as Information Agent in connection with the consent solicitation. Requests for assistance or additional copies of this prospectus supplement and consent solicitation statement, the accompanying letter of consent or the accompanying instruction letter may be directed to the Information Agent. You can find the telephone number for the Information Agent on the back cover of this prospectus supplement and consent solicitation statement.

Tabulation Agent		Alpine Fiduciary Services, Inc. is acting as Tabulation Agent in connection with the consent solicitation. In order to submit your consent, you must fill out the letter of consent accompanying this prospectus supplement and consent solicitation statement and fax or mail a copy to the Tabulation Agent so that it is received as set forth below in “The Consent Solicitation—Consent Procedures,” beginning on page S-16, prior to the Expiration Date. You can find the address and telephone number for the Tabulation Agent on the back cover of this prospectus supplement and consent solicitation statement.

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RISK FACTORS

Risks Relating to the Consent Solicitation and Offer to Guarantee

If the proposed amendments and waivers are approved, and the provisions of the indentures are modified accordingly, there will be fewer restrictions on Transamerica Finance’s conduct than currently exist

If the proposed amendments and waivers take effect, Transamerica Finance will be permitted to take actions with which you may not agree and which would otherwise have been restricted or conditioned, including, but not limited to, the incurrence of liens on its assets and the assets of its subsidiaries or transactions that involve the merger of Transamerica Finance with another entity or the sale or transfer of Transamerica Finance’s assets substantially as an entirety without meeting certain conditions including the assumption of obligations on TFC Notes by a successor entity domiciled in the United States. Any of these actions could impair Transamerica Finance’s ability to meet its payment obligations under the TFC Indentures. See “The Proposed Amendments and Waivers” for more information about the differences between the actions which are currently restricted by the covenants currently applicable to TFC Notes and the actions which would be restricted by the covenants as amended.

The guarantees will rank below AEGON’s secured debt and the liabilities of AEGON’s subsidiaries

The guarantees with respect to the Senior TFC Notes will constitute unsecured and unsubordinated obligations of AEGON and will rank equal in right of payment to all of AEGON’s other existing and future unsecured and unsubordinated indebtedness (other than obligations that by mandatory operation of law would be given a priority in a dissolution of AEGON) and the guarantee with respect to the Subordinated TFC Notes will be AEGON’s unsecured obligation and will be subordinated in right of payment to all of AEGON’s existing and future senior unsecured indebtedness and will rank equal with all of AEGON’s existing and future subordinated, unsecured indebtedness. All of the guarantees will be subordinated to all of AEGON’s existing and future secured indebtedness to the extent of the assets securing that indebtedness and effectively subordinated to any indebtedness and other liabilities, including obligations to policyholders, of AEGON’s subsidiaries to the extent of the assets of those subsidiaries. Further, the guarantees will not limit AEGON’s ability to create additional indebtedness or to secure any such indebtedness with additional assets. In addition, the guarantees will be unsecured and do not contain any restrictions on AEGON’s ability to pledge or otherwise encumber its assets. If AEGON incurs additional indebtedness and secures any such indebtedness with its assets, your rights to receive payments under the guarantees will be junior to the rights of the holders of such future secured indebtedness.

The guarantees are obligations exclusively of AEGON. AEGON is a holding company and conducts substantially all of its operations through its subsidiaries which own substantially all of its operating assets. AEGON’s subsidiaries are separate and distinct legal entities, and have no obligation to pay any amounts due on the guarantees or to provide AEGON with funds to meet any payment obligations that arise thereunder. AEGON’s right to receive any assets of any of its subsidiaries, as an equity holder of such subsidiaries, upon their liquidation or reorganization, and therefore the right of the holders of the guarantees to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including obligations to policyholders. At August 7, 2003 the total indebtedness and obligations of our consolidated subsidiaries to creditors aggregated EUR 3,367 million.

The guarantees do not restrict the ability of AEGON’s subsidiaries to incur additional indebtedness or other liabilities. Even if AEGON were a creditor of any of its subsidiaries, AEGON’s rights as a creditor would be subordinate to any security interest in the assets of the subsidiaries and any indebtedness of the subsidiaries senior to that held by AEGON.

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FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus supplement that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “intend”, “may”, “expect”, “anticipate”, “predict”, “project”, “counting on”, “plan”, “continue”, “want”, “forecast”, “should”, “would”, “is confident” and “will” and similar expressions as they relate to us are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. We undertake no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations, including, but not limited to, the following:

•

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

•

changes in the performance of financial markets, including emerging markets, including:

—

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

—

the effects of corporate bankruptcies and/or accounting restatements (such as Enron and WorldCom) on the financial markets and the resulting decline in value of equity and debt securities we hold;

•

the frequency and severity of insured loss events;

•

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

•

changes affecting interest rate levels and continuing low interest rate levels;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

customer responsiveness to both new products and distribution channels;

•

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

•

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

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RATIOS OF EARNINGS TO FIXED CHARGES

The following table shows AEGON’s historical ratios of earnings to fixed charges for the periods indicated, computed in accordance with Dutch GAAP and U.S. GAAP.

	For the six months ended June 30, (unaudited)				For the year ended December 31, (audited)
	2003		2002		2002		2001	2000	1999	1998
Ratio under Dutch GAAP	1.6		1.5		1.5		1.9	1.9	2.0	1.7
Ratio under U.S. GAAP	—	⁽¹⁾	—	⁽¹⁾	—	⁽¹⁾	1.3	1.8	1.8	1.8
Ratio under Dutch GAAP(2)	3.6		3.7		3.4		4.7	4.6	3.9	3.2
Ratio under U.S. GAAP(2)	—	⁽¹⁾	—	⁽¹⁾	—	⁽¹⁾	1.8	3.0	2.8	3.6

(1)

The deficiency of our earnings to fixed charges based on U.S. GAAP was EUR 691 million during 2002. Amounts based on U.S. GAAP are not available for six month periods.

(2)

This ratio is provided supplementally and presents information excluding interest on fixed annuities and investment products from earnings and fixed charges.

Calculation of Ratios

The data used to prepare the ratios have been derived from our consolidated financial statements.

For purposes of these tables, “earnings” means income before tax plus fixed charges. “Fixed charges” are calculated by adding:

(i)

interest expensed and capitalized including interest on fixed annuities and investment products other than life insurance products; and

(ii)

amortized premiums, discounts and capitalized expenses related to indebtedness.

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CAPITALIZATION

The following table sets forth our consolidated capitalization (1) as of June 30, 2003 and (2) as of June 30, 2003, adjusted to give effect to the issuance of the guarantees offered hereby and the consummation and application of the proceeds of the sale of the commercial lending segment of Transamerica Finance. The issuance of the guarantees and the sale of the commercial lending segment of Transamerica Finance are subject to the satisfaction of certain conditions. It is important that you read this table in conjunction with, and it is qualified by reference to “Selected Financial Data” and the historical financial statements and related notes in our annual report on Form 20-F for the year ended December 31, 2002, filed with the SEC, including the section titled “Operating and Financial Review and Prospects”, as well as the information relating to our results for the six months ended June 30, 2003 furnished or to be furnished to the SEC on Form 6-K and, in each case, incorporated by reference in this prospectus.

	As of June 30, 2003 (in millions of €)
	Actual(1)	Adjusted(2)
Preferred shares	53	53
Common shares	180	180
Surplus funds	13,374	13,601
Shareholders’ equity	13,607	13,834
Perpetual cumulative subordinated loans	1,517	1,517
Trust pass-through securities	450	450
Subordinated debt	579	579
Senior debt related to insurance activities	3,124	2,897
Total capital base	19,277	19,277

(1)

On June 30, 2003, our issued share capital consisted of 211,680,000 preferred shares class A, at par value EUR 0.25 per share, and 1,501,218,582 common shares, at par value EUR 0.12 per share. The figures in this table do not reflect the issuance to Vereniging AEGON of an additional 10,220,000 new class B preferred shares pursuant to its option under its 1983 Merger Agreement with AEGON, as amended, or the issuance of new common shares in connection with our 2003 interim dividend announced on August 7, 2003.

(2)

The figures in this column are adjusted to reflect the issuance of the guarantees offered hereby and the contemplated consummation and application of the proceeds of the sale of the commercial lending segment of Transamerica Finance. The issuance of the guarantees and the sale of the commercial lending segment of Transamerica Finance are subject to the satisfaction of certain conditions. The adjustment to shareholders’ equity reflects a EUR 227 million gain on the disposition of the commercial lending segment of Transamerica Finance. The proceeds from that transaction are expected to be applied to reduce the short-term debt of Transamerica Finance by EUR 1,579 million and to reduce AEGON’s external debt related to non-insurance activities by EUR 2,828 million. Because AEGON does not consolidate non-insurance assets and related debt, these items are not considered part of AEGON’s capitalization under Dutch GAAP, the repayment of this debt and the issuance of the guarantees offered hereby will not change AEGON’s shareholders’ equity or total capital base. After giving effect to these transactions, AEGON’s external debt related to non-insurance activities is expected to consist of approximately EUR 905 million of the debt of Transamerica Finance guaranteed by AEGON and EUR 453 million of external debt related to non-insurance activities. AEGON has no secured indebtedness. AEGON does not guarantee any indebtedness of its subsidiaries other than the guarantees offered hereby, the indebtedness of AEGON Funding Corp. and AEGON Funding Corp. II discussed in the accompanying prospectus and the indebtedness of Transamerica Corporation in respect of EUR 450 million trust pass-through securities and EUR 262 million senior debt related to insurance activities, both of which are included in this capitalization table.

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THE CONSENT SOLICITATION

Outstanding Notes; Requisite Consents

The consent solicitation relates to Transamerica Finance’s outstanding TFC Notes, which total $1,323,281,000 in aggregate principal amount.

In order to effect the proposed amendments and waivers with respect to the TFC Indentures, Transamerica Finance is seeking the consents of the registered holders of TFC Notes issued under each of the TFC Indentures as follows:

1981 U.S. Bank Indenture

Title of Security		Aggregate Principal Amount Outstanding			CUSIP No.
6½% Debentures due March 15, 2011		$	53,167,000		893502 AH 7

A consent to the proposed amendments shall also be a consent to the proposed waivers. The consents of the registered holders of at least 66 ² / 3 % in aggregate principal amount of the notes outstanding of TFC Notes listed in the table above are required to effect the proposed amendments. The proposed waivers require the consent of a majority in aggregate principal amount of the notes outstanding of TFC Notes listed above. Therefore, even if Transamerica Finance does not obtain the consent of at least 66 ² / 3 % in aggregate principal amount of TFC Notes listed above and is unable to effect the proposed amendments with respect to this indenture, Transamerica Finance may still effect the proposed waivers with respect to this indenture (in which case AEGON would issue a corresponding guarantee with respect to the notes issued under this indenture) if Transamerica Finance has received sufficient consents to do so.

1982 BNY Midwest Trust Company Indenture

Title of Security	Aggregate Principal Amount Outstanding		CUSIP No.
Zero Coupon Debentures due September 1, 2007	$	49,983,000	893502 AM 6
Zero Coupon Debentures due March 1, 2010		132,963,000	893502 AN 4
Zero Coupon Debentures due September 1, 2012		199,811,000	893502 AP 9

A consent to the proposed amendments shall also be a consent to the proposed waivers. The consents of the registered holders of at least 66 ² / 3 % in aggregate principal amount of the notes outstanding in each series of TFC Notes listed in the table above are required to effect the proposed amendments. The proposed waivers require the consent of a majority in aggregate principal amount of notes outstanding in each series of TFC Notes listed above. Therefore, even if Transamerica Finance does not obtain the consent of at least 66 ² / 3 % in aggregate principal amount of the notes outstanding in each series of TFC Notes listed above and is unable to effect the proposed amendments with respect to this indenture, Transamerica Finance may still effect the proposed waivers with respect to this indenture (in which case AEGON would issue a corresponding guarantee with respect to the notes issued under this indenture) if Transamerica Finance has received sufficient consents to do so.

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1991 BNY Midwest Trust Company Indenture

Title of Security(1)	Aggregate Principal Amount Outstanding		CUSIP No.
Medium Term Notes, Series E, due August 15, 2005	$	20,000,000	89350L GM 8
Medium Term Notes, Series E, due August 25, 2005		10,000,000	89350L GP 1
Medium Term Notes, Series E, due December 6, 2010		15,000,000	89350L GR 7
Medium Term Notes, Series E, due December 6, 2010		10,000,000	89350L GS 5
Medium Term Notes, Series F, due January 27, 2004		15,000,000	89350L HY 1
Medium Term Notes, Series F, due January 28, 2004		21,425,000	89350L JA 1
Medium Term Notes, Series F, due February 2, 2004		10,500,000	89350L JC 7
Medium Term Notes, Series F, due February 4, 2004		15,000,000	89350L JE 3
Medium Term Notes, Series F, due February 12, 2004		20,000,000	89350L JK 9
Medium Term Notes, Series F, due March 25, 2004		25,500,000	89350L JN 3
Medium Term Notes, Series F, due May 14, 2004		100,000,000	89350L JR 4
Medium Term Notes, Series F, due January 14, 2009		10,000,000	89350L HU 9
Medium Term Notes, Series F, due January 26, 2009		10,000,000	89350L HX 3
Medium Term Notes, Series F, due January 28, 2009		10,500,000	89350L JB 9
7.50% Senior Notes due March 15, 2004		179,099,000	893502 BQ 6
6.40% Senior Notes due September 15, 2008		146,833,000	893502 CX 0
7.10% Senior Quarterly Interest Bonds due 2028 (QUIBS)*		250,000,000	893950 20 4

(1)

The QUIBS are listed on the New York Stock Exchange under the symbol “TFD.” QUIBS is a service mark of Morgan Stanley.

A consent to the proposed amendments shall also be a consent to the proposed waivers. The consents of the registered holders of at least a majority in aggregate principal amount of the notes outstanding in each series of TFC Notes listed in the table above are required to effect the proposed amendments and waivers.

1991 Bank of New York Indenture

Title of Security(1)	Aggregate Principal Amount Outstanding		CUSIP No.
Medium Term Notes, Series D, due December 9, 2003	$	5,000,000	89350M DE 7
Medium Term Notes, Series D, due December 9, 2003		10,000,000	89350M DF 4
Medium Term Notes, Series D, due December 9, 2003		2,500,000	89350M DJ 6
Medium Term Notes, Series D, due December 10, 2003		1,000,000	89350M DK 3

(1)

Pursuant to the terms of the 1991 Bank of New York Indenture, all of the Series D notes collectively comprise a single series of notes.

For the purposes of determining whether the requisite consents have been received for each of the four TFC Indentures, TFC Notes held by Transamerica Finance or any of its affiliates will not be counted as being outstanding.

S-14

If a holder fails to deliver a consent with respect to TFC Notes, or fails to cause the delivery of a consent, including any broker non-votes, it will have the same effect as if the holder had marked “Does Not Consent” to the proposed amendments and waivers on the letter of consent.

Whether or not Transamerica Finance has received the requisite consents as described above, Transamerica Finance may terminate the consent solicitation and elect not to effect the proposed amendments and waivers by giving notice as described below. If Transamerica Finance receives the requisite consents with respect to TFC Notes issued under any TFC Indenture, the proposed amendments and waivers applicable to such TFC Indenture will only take effect upon the issuance of an AEGON guarantee of TFC Notes issued under that TFC Indenture.

Record Date

The record date for determining the holders of TFC Notes entitled to deliver consents in connection with this consent solicitation is 5:00 p.m., New York City time, on , 2003.

Expiration Date; Extension of the Consent Solicitation Period; Amendment; Termination

The consent solicitation period will expire at 5:00 p.m., New York City time, on , 2003, unless Transamerica Finance extends this period as to any series of TFC Notes. If, at that time, Transamerica Finance has obtained the requisite consents, Transamerica Finance will so certify to the indenture trustees, and the consents will be effective and irrevocable. Transamerica Finance refers in this prospectus supplement and consent solicitation statement to the time that Transamerica Finance delivers this certification with respect to any series of TFC Notes as the “consent certification time.” In the event that Transamerica Finance does not receive the requisite consents with respect to any series of TFC Notes before the expiration of the solicitation period, Transamerica Finance reserves the right to extend the solicitation period as to any series of TFC Notes on one or more occasions. If Transamerica Finance extends the solicitation period, Transamerica Finance will give oral or written notice of this extension to the relevant indenture trustees and make a public announcement of this extension by no later than 9:00 a.m., New York City time, on the next business day after the scheduled Expiration Date.

Transamerica Finance reserves the right, exercisable in its discretion, to terminate the consent solicitation and not effect the proposed amendments and waivers, whether or not Transamerica Finance has received the requisite consents, by giving oral or written notice of termination to the indenture trustees and making a public announcement of termination. Transamerica Finance also reserves the right, subject to applicable law, to amend this consent solicitation in any respect and as to any series of TFC Notes by giving oral or written notice of the amendment to the indenture trustees and making a public announcement of the amendment.

If Transamerica Finance makes any public announcement in connection with the consent solicitation, Transamerica Finance will disseminate it to holders of TFC Notes in a manner reasonably designed to inform them of the announced change on a timely basis. Without limiting the manner in which Transamerica Finance may choose to make a public announcement, except as may be required by applicable law, Transamerica Finance will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to PR Newswire.

Consequences to Non-Consenting Holders; No Dissenters’ Rights

If Transamerica Finance obtains the requisite consents and effects the proposed amendments and waivers, they will be binding on each holder of TFC Notes, regardless of whether or not that holder delivered its consent. You are not entitled to any dissenters’ rights in connection with the consent solicitation or the amendments and waivers.

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Consent Procedures

In order to consent to the proposed amendments and waivers, a holder of TFC Notes must execute and deliver to the Information Agent, at the address set forth on the back cover of this prospectus supplement and consent solicitation statement, a copy of the accompanying letter of consent, or cause a letter of consent to be delivered to the Information Agent on the holder’s behalf, before the Expiration Date in accordance with the procedures described in the following paragraphs.

In accordance with the TFC Indentures, only registered holders of TFC Notes as of the close of business on the record date may execute and deliver to the Information Agent a letter of consent. We expect that DTC will authorize its participants, which include banks, brokers and other financial institutions, to execute letters of consent with respect to TFC Notes they hold through DTC as if the participants were the registered holders of those notes. Accordingly, for purposes of the consent solicitation, when we use the term “registered holders,” we include banks, brokers and other financial institutions that are participants of DTC.

If you are a beneficial owner of TFC Notes held through a bank, broker or other financial institution, in order to consent to the proposed amendments and waivers, you must arrange for the bank, broker or other financial institution that is the registered holder to either (1) execute a letter of consent and deliver it either to the Information Agent on your behalf or to you for forwarding to the Information Agent before the expiration of the solicitation period or (2) forward a duly executed proxy from the registered holder authorizing you to execute and deliver a letter of consent with respect to the notes on behalf of the registered holder. If you receive such a proxy, you must deliver an executed letter of consent, together with the proxy, to the Information Agent before the expiration of the solicitation period. Beneficial owners of TFC Notes are urged to contact the bank, broker or other financial institution through which they hold their notes to obtain a valid proxy or to direct that a letter of consent be executed and delivered in respect of their notes. Giving a consent by submitting a letter of consent will not affect a holder’s right to sell or transfer TFC Notes. All consents received from a registered holder on the record date and not revoked by that registered holder before the consent certification time will be effective notwithstanding any transfer of those notes after the record date.

Registered holders of TFC Notes as of the record date who wish to consent should mail, hand deliver or send by overnight courier or facsimile their properly completed and executed letters of consent, a form of which accompanies this prospectus supplement and consent solicitation statement, to the Information Agent at the address set forth on the back cover page of this prospectus supplement and consent solicitation statement, in accordance with the instructions set forth in this prospectus supplement and consent solicitation statement and on the accompanying letter of consent. Letters of consent should be delivered to the Information Agent, not to AEGON, Transamerica Finance or any of the indenture trustees. We reserve the right, however, to accept any letter of consent received by AEGON, Transamerica Finance or one of the indenture trustees.

You should not tender or deliver your TFC Notes at any time.

All letters of consent that are properly completed, executed and delivered to the Information Agent, and not revoked before the consent certification time, will be given effect in accordance with the terms of those letters of consent. Registered holders who desire to consent to the amendments should mark the “CONSENTS” box on, and complete, sign and date, the letter of consent accompanying this prospectus supplement and consent solicitation statement, and mail, deliver or send by overnight courier or facsimile (confirmed by the consent certification time by physical delivery) the signed letter of consent to the Information Agent at the address set forth on the back cover page of this prospectus supplement and consent solicitation statement or on the accompanying letter of consent, all in accordance with the instructions contained in this document and in the letter of consent. If none of the boxes in the letter of consent is marked, but the letter of consent is otherwise properly completed and signed, the registered holder will be deemed to have consented to the amendment.

Letters of consent delivered by the registered holder(s) of TFC Notes as of the record date must be executed in exactly the same manner as those registered holder(s) name(s) appear(s) on the certificates representing the

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notes or on the position listings of DTC, as applicable. If notes to which a letter of consent relate are registered in the names of two or more joint holders, all of those holders must sign the letter of consent. If a letter of consent is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must so indicate when signing. In addition, if a letter of consent relates to less than the total principal amount of TFC Notes registered in the name of a holder, the registered holder must list the serial numbers and principal amount of notes registered in the name of that holder to which the letter of consent relates. If notes are registered in different names, separate letters of consent must be signed and delivered with respect to each registered note. If a letter of consent is executed by a person other than the registered holder, then it must be accompanied by a proxy executed by the registered holder.

All questions as to the validity, form and eligibility regarding the consent procedures will be determined by us, which determination will be conclusive and binding, subject only to final review as may be prescribed by the applicable indenture trustee concerning proof of execution and ownership. We also reserve the right, subject to any final review that the applicable indenture trustee prescribes for proof of execution and ownership, to waive any defects or irregularities in connection with deliveries of particular letters of consent. Our interpretations of the terms and conditions of the consent solicitation shall be conclusive and binding.

Revocation of Consents

If you hold TFC Notes and submit a letter of consent:

•

Each properly completed and executed letter of consent will be counted, notwithstanding any transfer of TFC Notes to which the letter of consent relates, unless the procedure for revoking consents described below has been followed.

•

Before the expiration of the consent solicitation any registered holder of TFC Notes as of the close of business on the record date may revoke any consent given as to its notes or any portion of its notes (in integral multiples of $1,000, or, with respect to the 7.10% Senior Quarterly Interest Bonds due 2028, $25). A registered holder of TFC Notes may revoke a consent by delivering to the Information Agent at the address set forth on the back cover page of this prospectus supplement and consent solicitation statement or to the relevant indenture trustee a written notice of revocation of the consent (which may be in the form of a subsequently dated letter of consent marked with a specification, e.g. “CONSENTS” or “DOES NOT CONSENT”) containing the name of the registered holder, the serial numbers of TFC Notes to which the revocation relates, the principal amount of TFC Notes to which the revocation relates and the signature of the registered holder. Only a registered holder of TFC Notes as of the record date is entitled to revoke a consent previously given.

•

A beneficial owner of TFC Notes who is not the registered holder as of the record date of TFC Notes in respect of which the beneficial owner desires to revoke a previously delivered consent must arrange with the registered holder either for the registered holder to (1) execute and deliver to the Information Agent on the beneficial owner’s behalf, or to the beneficial owner for forwarding to the Information Agent, in either case before the expiration of the consent solicitation, a notice of revocation of any consent already given with respect to those TFC Notes or (2) forward a duly executed proxy from the registered holder authorizing the beneficial holder to deliver a notice of revocation on behalf of the registered holder as to that consent. To revoke the consent, the beneficial owner must deliver an executed notice of revocation, together with the proxy, to the Information Agent before the expiration of the consent solicitation.

•

Any notice of revocation must be executed by a registered holder in the same manner as the holder’s name appears on the letter of consent to which the revocation relates. If a notice of revocation is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must so indicate when signing and must submit with the notice of revocation appropriate evidence of authority to execute the revocation. A revocation of a consent will be effective only as to the notes listed on the applicable notice of revocation

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and only if that notice of revocation complies with the procedures for revocation of consents described in this prospectus supplement and consent solicitation statement.

•

Transamerica Finance reserves the right to contest the validity of any revocation, and all questions as to validity, including time of receipt of any revocation will be determined by Transamerica Finance. Transamerica Finance’s determination will be conclusive and binding subject only to any final review as may be prescribed by the applicable indenture trustee concerning proof of execution and ownership. None of Transamerica Finance, any of its affiliates, the Information Agent, any of the indenture trustees or any other person will be under any duty to give notification of any defects or irregularities with respect to any revocation nor will any of them be liable for failure to give any notification.

The Solicitation Agent

Transamerica Finance has engaged UBS Securities LLC as Solicitation Agent in connection with the consent solicitation. From time to time UBS Securities LLC has provided, and may continue to provide in the future, investment banking, general financing and banking services to Transamerica Finance, for which it has received or will receive customary compensation from Transamerica Finance. UBS Securities LLC has been engaged to act as Solicitation Agent and shall not be deemed to have guaranteed, or be otherwise responsible for, the performance of any of Transamerica Finance’s obligations in connection with the consent solicitation, of its obligations under TFC Notes or of AEGON’s obligations under the guarantees. At any given time, UBS Securities LLC may trade for its own accounts, or for the accounts of its customers, and accordingly, may hold a long or short position in TFC Notes.

Questions regarding the consent solicitation may be directed to the Solicitation Agent in writing at the following address, or by telephone at the following telephone number:

UBS Securities LLC

677 Washington Blvd.

Stamford, CT 06901

Call Collect: +1 (203) 719-4210

The Information Agent

Transamerica Finance has engaged Georgeson Shareholder Communications, Inc. as the Information Agent for the consent solicitation and offer to guarantee. Questions regarding the consent solicitation, and requests for additional copies of this prospectus supplement and consent solicitation statement or the letter of consent and for assistance in delivering consents with respect to TFC Notes should be directed to the Information Agent at (866) 295-8149 (toll free).

The Tabulation Agent

Transamerica Finance has engaged Alpine Fiduciary Services, Inc. as the Tabulation Agent for the consent solicitation and offer to guarantee. All executed letters of consent and notices of revocation should be directed to the Tabulation Agent below:

Alpine Fiduciary Services, Inc.

c/o Securities Transfer and Reporting Services, Inc. (STARS)

100 William Street, Lower Galleria

New York, NY 10038

Delivery of the letter of consent or a notice of revocation to an address other than the Tabulation Agent’s address listed above or transmission of instructions via facsimile other than to the Tabulation Agent as listed above does not constitute a valid delivery.

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Fees and Expenses

The Solicitation Agent and the Information Agent will receive reasonable and customary compensation for their services, will be reimbursed by Transamerica Finance for various reasonable out-of-pocket expenses and will be indemnified against various liabilities in connection with the consent solicitation and offer to guarantee, including liabilities under the federal securities laws.

If consents to the proposed amendments and waivers have been validly submitted and not subsequently revoked prior to the expiration of the consent solicitation by the registered holders of the requisite principal amount of TFC Notes issued under any TFC Indenture, then Transamerica Finance will pay to the Soliciting Dealer (as defined below), if any, a dealer fee of $2.50 per $1,000 of TFC Notes in respect of the consents obtained from the holders of TFC Notes issued under such TFC Indenture for transactions of beneficial owners holding not more than $250,000 principal amount per series of TFC Notes. A “Soliciting Dealer” is (i) any broker or dealer in securities, including the Solicitation Agent in its capacity as a broker or dealer, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc., which we refer to as the “NASD”, (ii) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD’s Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company.

No such dealer fee will be payable to a Soliciting Dealer if the Soliciting Dealer is required for any reason to transfer the amount of the fee to a consenting holder, although a Soliciting Dealer will not be precluded from receiving a fee because the Soliciting Dealer is also a consenting holder. In addition, no such dealer fee will be paid to a Soliciting Dealer with respect to validly submitted and unrevoked consents relating to TFC Notes held for a Soliciting Dealer’s own account. No broker, dealer, bank, trust company or fiduciary shall be deemed to be an agent of Transamerica Finance, the Information Agent or the Solicitation Agent for the purposes of the consent solicitation.

THE PROPOSED AMENDMENTS AND WAIVERS

The proposed amendments and waivers would give Transamerica Finance greater flexibility under the TFC Indentures to merge with another entity or sell or transfer its assets substantially as an entirety without compliance with certain conditions, to remove the limitations on liens covenant and, with respect to the 1981 U.S. Bank Indenture, to remove the limitations on Transamerica Finance’s ability to pay dividends. These changes to the TFC Indentures will only take effect upon the issuance of the guarantees by AEGON as described under “Description of the Guarantees” beginning on page S-24. Annexes A through D contain the complete text of the proposed amendments and waivers to the TFC Indentures.

The Proposed Amendments

The proposed amendments, if approved, will be embodied in supplemental indentures to the TFC Indentures. The proposed amendments are as follows:

Amendments to remove covenants regarding merger, consolidation or transfer of Transamerica Finance’s assets substantially as an entirety

Each of the TFC Indentures contains a limitation on merger, consolidation or sale or transfer of Transamerica Finance’s assets substantially as an entirety. Pursuant to this limitation, Transamerica Finance, without the consent of the holders of any of the outstanding TFC Notes, may consolidate with or merge into, or convey or transfer its assets substantially as an entirety to, any person that is a corporation (or, pursuant to the 1991 BNY Midwest Trust Company Indenture and the 1991 Bank of New York Indenture, a partnership or trust) organized and existing under the laws of any domestic jurisdiction provided that:

•

any successor person assumes Transamerica Finance’s obligations on TFC Notes and under the TFC Indentures;

•

after giving effect to the transaction no event of default and no event which, after notice or lapse of time, would become an event of default shall have occurred and be continuing; and

•

certain other conditions are met.

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In addition, each of the TFC Indentures, other than the 1991 Bank of New York Indenture, provides that if, as a result of any such merger, consolidation, sale or transfer, any of the property or assets of Transamerica Finance would become subject to any mortgage, pledge, lien, charge or other security interest, Transamerica Finance will, prior to such transaction, secure TFC Notes, equally and ratably with any other debt of Transamerica Finance then entitled to be so secured, by a direct lien on all such property or assets equal to and ratable with all liens other than any theretofore existing thereon.

One further provision in the 1981 U.S. Bank Indenture prohibits Transamerica Finance from entering into any such transaction unless after giving effect thereto Transamerica Finance or its successor would be in compliance with the requirements set forth in the indenture’s covenant relating to limitations on senior debt.

The proposed amendments, if approved, will remove all of the foregoing provisions from the TFC Indentures, and replace them in each Indenture with a covenant that will prohibit Transamerica Finance from:

•

consolidating with or merging into a non-U.S. entity; or

•

conveying or transferring its property and assets substantially as an entirety to a non-U.S. entity that assumes Transamerica Finance’s obligations under that Indenture.

These amendments will increase Transamerica Finance’s flexibility to engage in a merger with or into a U.S. entity or sell its assets substantially as an entirety to a U.S. entity.

Amendments to remove the limitations on liens covenants

The 1981 U.S. Bank Indenture, the 1982 BNY Midwest Trust Company Indenture and the 1991 BNY Midwest Trust Company Indenture each provide that neither Transamerica Finance nor any subsidiary of Transamerica Finance will create, incur or assume any mortgage, pledge, lien, charge or other security interest on any of the assets of Transamerica Finance or of any subsidiary of Transamerica Finance (except to secure debt to Transamerica Finance or its subsidiary) without making effective provision whereby the debt issued under such indenture shall be equally and ratably secured except (i) such security interests on assets of Transamerica Finance or any subsidiary of Transamerica Finance existing at the date of the Indenture and refundings thereof; (ii) certain purchase money liens, liens on real property and any improvements thereon constructed in whole or in part by or for Transamerica Finance or any subsidiary of Transamerica Finance to secure the cost of such construction improvements made after the date of the applicable indenture (or, in the case of the 1981 U.S. Bank Indentures and the 1982 BNY Midwest Trust Company Indenture, the commencement of the construction of which occurred within one year prior to November 1, 1971), and refundings thereof, not to exceed in the aggregate $50,000,000; (iii) certain security interests affecting property of a corporation existing at the time it first becomes a subsidiary of Transamerica Finance, and refundings thereof; (iv) certain security interests in connection with taxes or legal proceedings or created in the ordinary course of business and not in connection with the borrowing of money; (v) certain security interests in connection with government and certain other contracts; and (vi) other security interests to secure statutory and similar obligations. In the case of clause (ii) above, the principal amount secured by any of such security interests may not exceed the lesser of the cost or fair value (as determined by the Board of Directors of Transamerica Finance) of the property subject to such security interests, and in the case of clause (iii) above, the principal amount secured by any of such security interests may not exceed the lesser of the book value or fair value (as determined by the Board of Directors of Transamerica Finance) of the property subject to such security interest.

The limitations contained in these covenants have the effect of reducing the flexibility of AEGON and Transamerica Finance in reorganizing and restructuring Transamerica Finance’s business to meet strategic objectives. For example, these limitations would preclude Transamerica Finance from acquiring any entity that incurs certain types of liens on its assets in the ordinary course of its business, if those liens are not otherwise excepted. The proposed amendments, if approved, will remove these provisions from the TFC Indentures.

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An amendment to remove the dividends limitations covenant in the 1981 U.S. Bank Indenture

The 1981 U.S. Bank Indenture provides that Transamerica Finance will not declare or pay any dividends (except stock dividends) on, or make any other distribution with respect to, its stock or make or permit any subsidiary of Transamerica Finance to make any payment to redeem, purchase or otherwise retire any shares of Transamerica Finance’s stock if, after giving effect thereto, the sum of all such amounts so expended after December 31, 1980 exceeds the sum of (i) net income of Transamerica Finance and its subsidiaries from December 31, 1980 to and including the calendar quarter next preceding the date thereof, (ii) $55,000,000, (iii) capital contributions to Transamerica Finance after December 31, 1980 and (iv) the net proceeds (in cash or, if a consideration other than cash, the fair value thereof as determined by the Board of Directors of Transamerica Finance) of all issuances after December 31, 1980 of stock and of debt of Transamerica Finance converted into stock of Transamerica Finance after such date; provided that (a) dividends, if in compliance with the foregoing limitation on the date of declaration thereof, may in any event be paid within 60 days after such declaration, (b) Transamerica Finance may make regular dividend payments on, and mandatory sinking fund redemptions of, preferred stock which may be issued after the date of the indenture, such preferred stock payments to be included in any computation under the foregoing limitation and (c) Transamerica Finance may retire any shares of its stock by exchange for, or out of the proceeds of the substantially concurrent sale of, shares of its stock and neither any such retirement nor any such proceeds so used shall be included in such computation determining compliance with the foregoing limitation.

The limitations contained in this provision may limit the amount of dividends that Transamerica Finance may pay to its parent company, which is also a wholly owned subsidiary of AEGON, the guarantor, and this could limit AEGON’s flexibility in managing the assets of the AEGON Group. The proposed amendment, if approved, will remove this provision from the 1981 U.S. Bank Indenture.

The Proposed Waivers

If we receive consents sufficient to amend the indentures as described above, the proposed waivers will not be required. We are seeking the proposed waivers in case we do not receive requisite consents to effect the proposed amendments. The proposed waivers include (i) a waiver of future compliance with the limitations on liens covenants in the 1981 U.S. Bank Indenture, the 1982 BNY Midwest Trust Company Indenture and the 1991 BNY Midwest Trust Company Indenture; and (ii) a waiver of future compliance with the limitations on dividends covenant in the 1981 U.S. Bank Indenture. The reasons for seeking the waivers of these covenants are identical to the reasons described above for seeking the removal of these covenants by amendment. A consent to the proposed amendments described above shall also be a consent to the proposed waivers. A waiver with respect to any of the TFC Indentures requires the consent of a majority in aggregate principal amount of each series of TFC Notes issued pursuant to that indenture.

If the requisite consents are obtained and the guarantees are issued as described herein, following the issuance of the guarantees, the terms of TFC Notes will not change, other than as contemplated by the proposed amendments and waivers described above. A description of the material terms of each series of TFC Notes (other than as may be modified upon the effectiveness of the proposed amendments and waivers) can be found in the registration statements, prospectuses and prospectus supplements filed with the Securities and Exchange Commission by Transamerica Finance in respect of each series of TFC Notes.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of certain material U.S. federal income tax consequences applicable to U.S. Holders (as defined below) that would result from the addition of the guarantees and the adoption of the proposed amendments and waivers. This summary is based upon existing U.S. federal income tax law, including the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and U.S. Treasury regulations promulgated under the Code (the “Treasury Regulations”), as in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect.

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This summary assumes that TFC Notes are held as capital assets as defined in Section 1221 of the Code at all times and that Transamerica Finance is solvent at the time that the proposed amendments and waivers are effected and the guarantees are issued. This summary does not discuss all aspects of U.S. federal income taxation that may be applicable to U.S. Holders (as defined below) nor does it address any aspects of foreign (other than with respect to Netherlands Taxation as discussed below), state or local taxation. Furthermore, this summary does not discuss all the tax consequences that may be relevant to a U.S. Holder in light of such holder’s particular circumstances, nor to U.S. Holders subject to special rules including without limitation, certain financial institutions, regulated investment companies, insurance companies, dealers in securities or currencies, tax-exempt organizations, persons who hold TFC Notes as part of a position in a “straddle” or “appreciated financial position” or as part of a “hedging” or “conversion” transaction or other integrated transaction, persons who hold TFC Notes through a partnership or any other pass-through type entity, persons engaged in a trade or business in the United States, persons who have ceased to be U.S. citizens or to be taxed as resident aliens, and U.S. Holders whose functional currency is not the U.S. dollar. No tax ruling has been sought or obtained from the Internal Revenue Service (the “IRS”) with respect to the tax consequences described below and, as a result, there can be no assurance that the IRS will not disagree with or challenge any of the conclusions described herein. Accordingly, each U.S. Holder is urged to consult its own tax advisors with regard to the consent solicitation and the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign jurisdiction, to its particular situation.

“U.S. Holder” means a holder of TFC Notes who is for U.S. federal income tax purposes:

•

a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation) organized under the laws of the United States or any political subdivision thereof, including the States and the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all substantial decisions of the trust.

If a partnership holds TFC Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding TFC Notes, you should consult your own tax advisor regarding the tax consequences resulting from the adoption of the proposed amendments and waivers and the addition of the guarantees. This summary does not discuss any U.S. federal income tax consequences applicable to persons that are not U.S. Holders.

The U.S. federal income tax consequences to a U.S. Holder resulting from the adoption of the proposed amendments and waivers and the addition of the guarantees will depend on whether such modifications to TFC Notes are treated as a “significant modification” within the meaning of Section 1001 of the Code and the applicable Treasury Regulations promulgated thereunder.

If the adoption of the proposed amendments and waivers and the addition of the guarantees are determined not to constitute a “significant modification” of TFC Notes for U.S. federal income tax purposes then the addition of the guarantees and adoption of the proposed amendments and waivers should not cause a taxable event for U.S. Holders. Consequently, a U.S. Holder would not recognize any gain or loss as a result of the addition of the guarantees and the adoption of the proposed amendments and waivers, and such holder’s holding period for and tax basis in TFC Notes would not be affected. As described below, Transamerica Finance believes that the addition of the guarantees and the adoption of the proposed amendments and waivers should not constitute a “significant modification” of TFC Notes; however, this conclusion is not free from doubt.

If the addition of the guarantees and the adoption of the proposed amendments and waivers are determined to effect a “significant modification” of TFC Notes, such modification will be treated, for U.S. federal income

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tax purposes, as resulting in a constructive exchange of TFC Notes for new debt instruments having modified terms, pursuant to which a U.S. Holder of TFC Notes may be subject to the following U.S. federal income tax consequences:

•

recognition of gain or loss in an amount equal to the difference, if any, between the amount realized by such holder in the constructive exchange and the U.S. Holder’s adjusted tax basis in TFC Notes deemed to be exchanged;

•

a new holding period in the debt instruments the U.S. Holders are deemed to receive pursuant to such constructive exchange beginning on the day after the constructive exchange;

•

a new tax basis in the debt instruments the U.S. Holders are deemed to receive pursuant to such constructive exchange equal to the amount realized by such holders in the constructive exchange;

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any TFC Notes that were not originally issued with original issue discount could be treated as having been exchanged for new debt instruments with original issue discount and thus, could be subject to the tax accounting rules that are applicable to debt instruments that are issued with original issue discount; and

•

with respect to any TFC Notes that were issued with original issue discount, the constructive exchange could affect the amount of original issue discount reported by Transamerica Finance and the amount of original issue discount that the U.S. Holders thereof are required to accrue for U.S. federal income tax purposes.

The Treasury Regulations promulgated under Section 1001 of the Code provide both a general rule for purposes of determining whether a debt instrument has been “significantly modified” and more specific tests which are applicable to a list of enumerated modifications. The general rule is a facts and circumstances based test and is dependent upon the economic significance of the modifications. For purposes of applying the general rule, the collective effect of all such modifications (other than those specifically enumerated modifications) are taken into account and thus, a series of modifications, which although separately may not be significant, could cumulatively be significant. If a modification to a debt instrument is covered by one of the specifically enumerated categories of modifications discussed above, specific rules and tests apply for purposes of determining whether such modification is significant. If the relevant modification satisfies the prescribed test then such modification will be considered as per se significant. Conversely, if such modification fails the relevant prescribed tests then it will not be considered significant. As stated above, a modification covered by one of the specifically enumerated categories is not taken into account for purposes of applying the general rule provided by the Treasury Regulations.

The Treasury Regulations promulgated under Section 1001 of the Code specifically provide as an enumerated modification that the addition, deletion or alteration of customary accounting or financial covenants relating to a debt instrument does not give rise to a “significant modification” of that debt instrument. Whether any or all of the covenants that are proposed to be amended or waived pursuant to the proposed amendments and waivers are customary accounting or financial covenants is a question of fact. Although not free from doubt, Transamerica Finance believes and intends to take the position that the covenants that are proposed to be amended or waived with respect to TFC Notes are customary accounting and financial covenants and further that the alteration of such covenants is not economically significant and, consequently, that the adoption of the proposed amendments should not result in a “significant modification” of TFC Notes under the Treasury Regulations. It should be noted that there is no authority directly on point that discusses the tax consequences of the adoption of the proposed amendments and waivers, and the IRS or a court could disagree with this determination and treat the adoption of the proposed amendments and waivers as a “significant modification” for U.S. federal income tax purposes in which case the U.S. Holders could be subject to the tax consequences discussed above.

The Treasury Regulations promulgated under Section 1001 of the Code specifically provide as an enumerated modification the addition of a guarantee to a debt instrument. The regulation provides that the addition of a guarantee on a recourse debt instrument will give rise to a “significant modification” of such debt

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instrument only if the addition of such guarantee results in: (i) a substantial enhancement of the obligor’s capacity to meet its payment obligations under the debt instrument and that capacity was primarily speculative prior to the modification and is adequate after the modification, or (ii) a substantial impairment of the obligor’s capacity to meet its payment obligations under the debt instrument and that capacity was adequate prior to the modification and is primarily speculative after the modification. Transamerica Finance believes that its capacity to meet its obligations under TFC Notes is not primarily speculative at this time and will not become primarily speculative as a result of the guarantees. Consequently, although the issue is not free from doubt, the addition of the guarantees should not constitute a “significant modification” of TFC Notes within the meaning of the applicable Treasury Regulations promulgated pursuant to Section 1001 of the Code.

This summary is provided for general information purposes only and U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences related to the consent solicitation, in particular the consequences if the addition of the guarantees and the adoption of the proposed amendments and waivers were determined to result in a constructive exchange of TFC Notes for new debt instruments having modified terms.

NETHERLANDS TAXATION

The amendments of and waivers with respect to the TFC Indentures, together with the issuance of the guarantees should not have any Dutch tax consequences for the holders of TFC Notes.

DESCRIPTION OF THE GUARANTEES

The AEGON Guarantees

In the event that the requisite consents described in this prospectus supplement and consent solicitation statement are received and Transamerica Finance implements the proposed amendments and waivers to the TFC Indentures and the other conditions to the effectiveness of the guarantees described below are satisfied, AEGON will fully, unconditionally and irrevocably guarantee the obligations of Transamerica Finance in respect of TFC Notes. The guarantees will be embodied in supplemental indentures to the TFC Indentures to be executed by AEGON, Transamerica Finance and the applicable trustee. In connection with the issuance of the guarantees, Transamerica Finance may pay a guarantee fee to AEGON.

Form of Guarantees

The guarantees will be offered in uncertificated form, subject to our obtaining the requisite consents and determining to proceed with the proposed amendments and waivers. It will not be necessary for new certificates evidencing TFC Notes to be issued. The guarantees will relate solely to, and may not be separated from, TFC Notes.

Conditions to the Effectiveness of the Guarantees

The guarantees with respect to any series of TFC Notes will not become effective unless and until (1) Transamerica Finance has received the requisite consents from the holders of each series of TFC Notes issued under the governing TFC Indenture and (2) the applicable supplemental indenture has been duly executed and delivered by all parties thereto. In the event that Transamerica Finance exercises its right to terminate the consent solicitation and not effect the proposed amendments to or waivers with respect to the TFC Indentures, whether or not the requisite consents have been received, the guarantees will not become effective.

Obligations Guaranteed

AEGON will fully and unconditionally guarantee to each holder of TFC Notes the prompt and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest represented by TFC Notes, when and as the same become due and payable, whether at maturity, by acceleration, by call for

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redemption or otherwise, without any requirement that a holder of TFC Notes first proceed against Transamerica Finance. In addition, AEGON will fully and unconditionally guarantee all other obligations of Transamerica Finance under the TFC Indentures.

The guarantees will continue in full force and effect until all obligations of Transamerica Finance in respect of TFC Notes have been satisfied.

Ranking

The guarantees of the Senior TFC Notes will constitute unsecured, unsubordinated obligations of AEGON and will rank equal in right of payment with all other unsecured and unsubordinated obligations of AEGON other than obligations that by mandatory operation of law would be given priority in a dissolution of AEGON. The guarantee of the Subordinated TFC Notes will constitute an unsecured obligation of AEGON and will be subordinated in right of payment to all senior indebtedness of AEGON and obligations that by mandatory operation of law would be given priority in a dissolution of AEGON.

No Defense, Immunity, Set-off and Counterclaim

AEGON’s liability under the guarantees will be absolute and unconditional for the duration of the guarantees, irrespective of any invalidity, irregularity or unenforceability of the guaranteed TFC Notes.

AEGON will also waive, unconditionally and irrevocably, any right of immunity on the grounds of sovereignty or other similar grounds, from any legal action, suit, process or proceeding in connection with or arising out of the guarantees, from the giving of any relief thereunder, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment from attachment in aid of execution of judgment, or from execution of judgment or other legal action, suit, process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which any proceeding may at time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the guarantees and will agree for the benefit of each holder of TFC Notes, from time to time, not to plead or claim any set-off or counterclaim.

Payments of Additional Amounts

To the extent allowed by law, AEGON will make all payments pursuant to the guarantees without withholding or deduction for or on account of, any present or future taxes, duties, assessments, levies and other governmental charges of any nature whatsoever now or hereafter imposed or established by or on behalf of the Netherlands, or any authority in the Netherlands (a “Netherlands Tax”). In the event any Netherlands Tax is so imposed or established on any amounts payable under the guarantees, AEGON will pay to you such additional amounts as may be necessary so that the net amounts received by you after any withholding or deduction of such Netherlands Tax shall equal the amounts which you would have received if no such Netherlands Tax had been deducted or withheld; provided, however, that the amounts with respect to any Netherlands Tax shall be payable only to holders that are not residents in the Netherlands for purposes of its tax laws; and provided further, that AEGON shall not be required to make any payment of any additional amounts on account of:

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your having some connection with the Netherlands other than the mere holding of the TFC Note to which the guarantee relates;

•

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

•

any tax, assessment or other governmental charge payable other than by withholding from payments on TFC Notes;

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•

any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment pursuant to the guarantees, if such payment can be made without such withholding by any other paying agent;

•

any tax, assessment or other governmental charge which would not have been imposed or withheld if the holder had declared his or her non-residence in the Netherlands, or made a similar claim for exemption so that, upon making the declaration or the claim, the holder would either have been able to avoid the tax, assessment or charge or to obtain a refund of the tax, assessment or charge;

•

your presentation of the TFC Note (where presentation is required) for payment more than 30 days after the later of (1) the due date for such payment or (2) the date we provide funds to make such payment;

•

any withholding or deduction imposed on a payment under the guarantees which is required to be made pursuant to a European Union directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such directive; or

•

any combination of the items above,

nor shall additional amounts be paid with respect to any payment pursuant to the guarantees to any holder of TFC Notes who is a fiduciary, a partnership or a beneficial owner who is other than the sole beneficial owner of the payment to the extent the fiduciary or a member of the partnership or a beneficial owner would not have been entitled to any additional amount had it been the holder of TFC Notes.

Consolidation, Merger or Disposition

AEGON may not consolidate with or merge into, or sell or lease substantially all of its assets to any person unless:

•

the successor person expressly assumes AEGON’s obligations under the guarantees; and

•

immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing under the TFC Indentures.

Governing Law and Jurisdiction

The supplemental indentures providing for the guarantees will be governed and construed in accordance with the laws of the State of California, except with respect to (1) the provisions relating solely to the guarantees and their enforcement which will be governed and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions and (2) the authorization and execution of the supplemental indentures by or on behalf of AEGON which are governed by the laws of the Netherlands.

AEGON will agree that any legal action, suit or proceeding against it arising out of or related to the guarantees may be brought in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan and will irrevocably accept and submit to the non-exclusive jurisdiction of the aforementioned courts, in personam, generally and unconditionally, with respect to any suit, action or proceeding in connection with or arising out of the guarantees.

Termination

The guarantees will not terminate unless and until the principal (premium, if any) and interest of all outstanding TFC Notes will have been paid.

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Amendment

If the guarantees become effective with respect to TFC Notes and the TFC Indentures, no amendment to the guarantees may become effective without the consent of the indenture trustee of the applicable TFC Indenture and of the requisite holders of TFC Notes with respect to amending such indenture.

LEGAL MATTERS

Certain matters of United States law relating to the guarantees offered through this prospectus supplement and consent solicitation statement will be passed upon for AEGON by Allen & Overy, New York, New York. Certain matters of United States law will be passed upon for Transamerica Finance by LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York, New York. Certain Dutch legal matters relating to the securities will be passed upon for AEGON by Eric Lagendijk, general counsel of AEGON and Allen & Overy, Amsterdam, the Netherlands.

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Annex A

Proposed Amendments and Waivers to the 1981 U.S. Bank Indenture

Proposed Amendments

Upon receipt of the requisite consents, we are proposing to amend the provisions of the 1981 U.S. Bank Indenture as indicated below. The following text in italics will be deleted from the indenture and replaced with the text in boldface.

Text of indenture to be amended:

§ 8-1. Company May Consolidate, etc., Only on Certain Terms .

The Company shall not consolidate with or merge into any other corporation or convey, or transfer its properties and assets substantially as an entirety to any Person, unless

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Debentures and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

After the proposed amendments take effect, Section 8-1 will read as follows:

§ 8-1. Limitation on Consolidation, etc. by the Company.

The Company shall not consolidate with or merge into any other corporation that is not organized and existing under the laws of the United States of America or any State or the District of Columbia and shall not convey or transfer its properties and assets substantially as an entirety to any Person that is not organized and existing under the laws of the United States of America or any State or the District of Columbia if such Person would assume the Company’s obligations under this Indenture in connection therewith.

Text of indenture to be amended:

§ 8-2. Successor Corporation Substituted .

Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; provided, however, that such conveyance or transfer shall have the effect of releasing the Original Company or any Successor Corporation from its liability as obligor and maker on any of the Debentures.

After the proposed amendments take effect, Section 8-2 will read as follows:

§ 8-2. [Intentionally omitted.]

Text of indenture to be amended:

§ 8-3. Debentures to be Secured in Certain Events .

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§ 8-1 hereof would subject any of the property or assets of the Company owned immediately prior thereto to any Security Interest, the Company, by indenture supplemental hereto, will, prior to such consolidation, merger, conveyance or transfer, secure the due and punctual payment of the principal of and interest on the Debentures (equally and ratably with any other Debt of the Company than entitled to be so secured) by a direct lien on all such property or assets of the Company equal to and ratable with all liens other than any theretofore existing thereon.

After the proposed amendments take effect, Section 8-3 will read as follows:

§ 8-3. [Intentionally omitted.]

Text of indenture to be amended:

§ 8-4. Condition to Merger, Consolidation, etc .

Notwithstanding § 8-1 hereof, the Company shall not merge or consolidate with or into any other corporation or convey or transfer its properties and assets substantially as an entity to any Person, unless immediately after giving effect to such transaction, any successor corporation formed by such consolidation or into which the Company is merged or any Person to which such conveyance or transfer is made would be in compliance with the provisions of § 10-8 hereof as if such successor corporation or Person had been named as the Company therein.

After the proposed amendments take effect, Section 8-4 will read as follows:

§ 8-4. [Intentionally omitted.]

Text of indenture to be amended:

§ 10-6. Limitations on Dividends and Other Stock Payments

The Company will not (a) declare or pay any dividend or make any distribution on any stock of the Company or to its stockholders (other than dividends or distributions payable in shares of stock of the Company), (b) purchase, redeem or otherwise acquire or retire for value any shares of its stock or (c) permit any Subsidiary to purchase, redeem or otherwise acquire for value any shares of stock of the Company, if, after giving effect thereto, the sum of such dividends (declared or paid), distributions, purchases, redemptions, acquisitions and retirements after December 31, 1980, exceeds the sum of (i) Net Income from December 31, 1980, to and including the calendar quarter next preceding the date thereof, (ii) $55,000,000, (iii) capital contributions to the Company after December 31, 1980, and the net proceeds (in cash or, if a consideration other than cash, the fair value thereof to be as determined by the Board of Directors) of the issue or sale after December 31, 1980 of stock of the Company and (iv) the net proceeds (in cash or, if a consideration other than cash, the fair value thereof to be as determined by the Board of Directors) of the issue or sale after December 31, 1980 of any Debt of the Company which has been converted into shares of stock of the Company after such date; provided that the provisions of this § 10-6 shall not prevent the payment of any dividend payable within sixty days after the date of declaration thereof, if at said date such laration complied with the provisions of this § 10-6; and provided, further, that the Company may retire any shares of its stock by exchange for, or out of the proceeds of the substantially concurrent sale of, other shares of its stock, and neither any such retirement nor any such proceeds so used shall be included in any computation under this § 10-6.

Notwithstanding the foregoing, the Company may make regular dividend payments on, and mandatory sinking fund redemptions of, all shares of any class of its preferred stock which may hereafter be issued to Persons other than Affiliates, provided, that such payments and redemptions made after December 31, 1980 shall be included in any computation under this § 10-6.

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After the proposed amendments take effect, Section 10-6 will read as follows:

§ 10-6. [Intentionally omitted.]

Text of indenture to be amended:

§ 10-7. Limitations on Liens

The Company covenants and agrees that neither it nor any Subsidiary will directly or indirectly create, incur, suffer to be created or assume any mortgage, pledge, lien, charge or other security interest, including the charge upon property in respect of conditional sales or other title retention agreements (all the foregoing being sometimes called in this Article X a “Security Interest”), in or upon any of its property or assets, real or personal, now owned or hereafter acquired, except to secure Debt to the Company or a Subsidiary, unless effective provision has been made for securing payment of the principal of and interest on the Debentures equally and ratably with any and all other indebtedness or other obligation which is or in any event may be secured by such Security Interest, so long as any such other indebtedness or other obligation shall be so secured, and the Company covenants that in any such case it will so secure the Debentures; provided, however, that this § 10-7 shall not apply to any of the following:

(a) any Security Interest in or upon any property or assets owned by the Company or any Subsidiary which Security Interest is existing at the date of this Indenture;

(b) the acquisition hereafter by the Company or any Subsidiary of any property or assets, not theretofore owned by the Company or such Subsidiary, which are subject to any Security Interest, whether or not assumed by the Company or such Subsidiary, and the creation, contemporaneously with, or within 60 days after, the acquisition hereafter by the Company or any Subsidiary of any property or assets not owned prior to such acquisition by the Company or such Subsidiary of any Security Interest in or upon such property or assets to secure or provide for the payment of any part of the purchase price thereof, provided that in each such case (i) such Security Interest shall not extend to or cover any property of the Company or any Subsidiary other than substantially the same property as that subject to such Security Interest at the time of the acquisition of such property or within 60, days thereafter as permitted by this clause (b) (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property), and (ii) the principal amount secured by such Security Interest at the time of the acquisition of such property or within 60 days thereafter as permitted by this clause (b) shall not exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property subject to such Security Interest at the time of its acquisition or within 60 days thereafter as permitted by this clause (b); and provided, further, that the aggregate amount secured by the Security Interest created under this clause (b) and clause (c) of this 10-7 shall not exceed $50,000,000 at any one time outstanding;

(c) the creation of any Security Interest in or upon any real property and any improvement thereon constructed, in whole or in part, by or for the Company or any Subsidiary after the date of this Indenture or the commencement of the construction of which occurred within one year prior to November 1, 1971 to secure or provide for the payment of any part of the cost of such construction, provided that in each such case (i) such Security Interest shall not extend to or cover any property theretofore owned by the Company or any Subsidiary, in whole or in part, other than such improvement and any real property on which such improvement is located and which was substantially unimproved at the date of commencement of construction of such improvement, (ii) the principal amount secured by such Security Interest shall not exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property and improvement subject to such Security Interest at the time construction of such improvement is completed and (iii) such Security Interest is created in connection with a construction loan to finance construction of such improvement, in whole or in part, or in connection with the permanent financing of such improvement, in whole or in part, after construction is completed; and provided, further, that the aggregate amount secured by the Security Interests created under this clause (c) and clause (b) of this § 10-7 shall not exceed $50,000,000 at any one time outstanding;

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(d) any Security Interest affecting property of a corporation, which Security Interest is existing at the time such corporation first becomes a Subsidiary, provided that in each case (i) such Security Interest shall not extend to or cover any property other than substantially the same property as that subject to such Security Interest immediately prior to the time such corporation first becomes a Subsidiary (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property), and (ii) the principal amount secured by such Security Interest at the time such corporation first becomes a Subsidiary shall not exceed the lesser of the book value or fair value (as determined by the Board of Directors) of the property subject to such Security Interest at the time such corporation first becomes a Subsidiary;

(e) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Security Interest referred to in one or more of the foregoing clauses (a), (b), (c) and (d) or of any amount secured thereby, provided that the principal amount secured thereby shall not exceed the principal amount so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Security Interest shall be limited to all or part of substantially the same property which secured the Security Interest extended, renewed or replaced (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property);

(f) any pledge or deposit to secure payment of workmen’s compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases to which the Company or any Subsidiary is a party; any deposit to secure public or statutory obligations of the Company or any Subsidiary or surety or appeal bonds to which the Company or any Subsidiary is a party;

(g) any pledge of, or other lien upon, any assets as security for the payment of any tag, assessment or other similar charge by any governmental authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;

(h) any pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or any Subsidiary or required in connection with the institution by the Company or any Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or any Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; and the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or any Subsidiary to maintain self-insurance or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;

(i) any mechanics’, carriers’, workmen’s, repairmen’s or other like liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings, or deposits to obtain the release of such liens;

(j) any pledge or assignment as collateral security of moneys or claims to moneys due or to become due under contracts with or originating from the government of the United States of America or any State thereof, or of any foreign country, or of any agency, department, municipality, political subdivision, governmental authority or other instrumentality of any thereof; and

(k) any lien or encumbrance on property in favor of the United States of America or any State thereof, or of any foreign country, or of any agency, department, municipality, political subdivision, governmental authority or other instrumentality of any thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract.

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The Company covenants and agrees that it will not, and will not permit any Subsidiary to, sign or file in any State or other jurisdiction a financing statement under the Uniform Commercial Code as in effect in any State or other jurisdiction which names the Company or any Subsidiary as debtor or sign any security agreement authorizing any secured party thereunder to file any such financing statement, except, in any such case, a financing statement filed or to be filed to perfect, or continue as perfected, a Security Interest which the Company or any Subsidiary is under the foregoing provisions of this § 10-7 entitled, without equally and ratably securing the Debentures, to create, incur, suffer to be created or assume.

After the proposed amendments take effect, Section 10-7 will read as follows:

§ 10-7. [Intentionally omitted.]

Proposed Waivers

The proposed waivers include: (i) a waiver of future compliance with § 10-7 (Limitations on Liens) quoted above and (ii) a waiver of future compliance with § 10-6 (Limitations on Dividends and Other Stock Payments), also quoted above.

S-A-5

Annex B

Proposed Amendments and Waiver to the 1982 BNY Midwest Trust Company Indenture

Proposed Amendments

Upon receipt of the requisite consents, we are proposing to amend the provisions of the 1982 BNY Midwest Trust Company Indenture as indicated below. The following text in italics will be deleted from the indenture and replaced with the text in boldface.

Text of indenture to be amended:

SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms .

The Company shall not consolidate with or merge into any other corporation or convey, or transfer its properties and assets substantially as an entirety to any Person, unless

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

After the proposed amendment take effect, Section 8.01 will read as follows:

SECTION 8.01. Limitation on Consolidation, etc. by the Company.

Text of indenture to be amended:

SECTION 8.02. Successor Corporation Substituted .

After the proposed amendment take effect, Section 8.02 will read as follows:

SECTION 8.02. [Intentionally omitted.]

Text of indenture to be amended:

SECTION 8.03. Securities to be Secured in Certain Events .

S-B-1

Section. 8.01 hereof would subject any of the property or assets of the Company owned immediately prior thereto to any Security Interest (as defined in Section 10.06), the Company, by indenture supplemental hereto, will, prior to such consolidation, merger, conveyance or transfer, secure the due and punctual payment of the principal of and interest, if any, on the Securities (equally and ratably with any other Debt of the Company then entitled to be so secured) by a direct lien on all such property or assets of the Company equal to and ratable with all liens other than any theretofore existing thereon.

After the proposed amendment take effect, Section 8.03 will read as follows:

SECTION 8.03. [Intentionally omitted.]

Text of indenture to be amended:

SECTION 10.06. Limitation on Liens

The Company covenants and agrees that neither it nor any Subsidiary will directly or indirectly create, incur, suffer to be created or assume any mortgage, pledge, lien, charge or other security interest, including the charge upon property in respect of conditional sales or other title retention agreements (all the foregoing being sometimes called in this Article a “Security Interest”), in or upon any of its property or assets, real or personal, now owned or hereafter acquired, except to secure Debt to the Company or a Subsidiary, unless effective provision has been made for securing payment of the principal of and interest, if any, on the Securities equally and ratably with any and all other indebtedness or other obligation which is or in any event may be secured by such Security Interest, so long as any such other indebtedness or other obligation shall be so secured, and the Company covenants that in any such case it will so secure the Securities; provided, however, that this Section shall not apply to any of the following:

(a) any Security Interest in or upon any property or assets owned by the Company or any Subsidiary which Security Interest is existing at the date of this Indenture;

(b) the acquisition hereafter by the Company or any Subsidiary of any property or assets, not theretofore owned by the Company or such Subsidiary, which are subject to any Security Interest, whether or not assumed by the Company or such Subsidiary, and the creation, contemporaneously with, or within 60 days after, the acquisition hereafter by the Company or any Subsidiary of any property or assets not owned prior to such acquisition by the Company or such Subsidiary of any Security Interest in or upon such property or assets to secure or provide for the payment of any part of the purchase price thereof, provided that in each such case (i) such Security Interest shall not extend to or cover any property of the Company or any Subsidiary other than substantially the same property as that subject to such Security Interest at the time of the acquisition of such property or within 60 days thereafter as permitted by this clause (b) (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property), and (ii) the principal amount secured by such Security Interest at the time of the acquisition of such property or within 60 days thereafter as permitted by this clause (b) shall not exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property subject to such Security Interest at the time of its acquisition or within 60 days thereafter as permitted by this clause (b); and provided, further, that the aggregate amount secured by the Security Interest created under this clause (b) and clause (c) of this Section shall not exceed $50,000,000 at any one time outstanding;

S-B-2

exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property and improvement subject to such Security Interest at the time construction of such improvement is completed and (iii) such Security Interest is created in connection with a construction loan to finance construction of such improvement, in whole or in part, or in connection with the permanent financing of such improvement, in whole or in part, after construction is completed; and provided, further, that the aggregate amount secured by the Security Interests created under this clause (c) and clause (b) of this Section shall not exceed $50,000,000 at any one time outstanding;

(g) any pledge of, or other lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any governmental authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;

(h) any pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or any Subsidiary or required in connection with the institution by the Company or any Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or any Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; and the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to, entitle the Company or any Subsidiary to maintain self-insurance or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;

S-B-3

thereof, or of any foreign country, or of any agency, department, municipality, political subdivision, governmental authority or other instrumentality of any thereof; and

The Company covenants and agrees that it will not, and will not permit any Subsidiary to, sign or file in any State or other jurisdiction a financing statement under the Uniform Commercial Code as in effect in any State or other jurisdiction which names the Company or any Subsidiary as debtor or sign any security agreement authorizing any secured party thereunder to file any such financing statement, except, in any such case, a financing statement filed or to be filed to perfect, or continue as perfected, a Security Interest which the Company or any Subsidiary is under the foregoing provisions of this Section entitled to create, incur, suffer to be created or assume without equally and ratably securing the Securities.

After the proposed amendment take effect, Section 10.06 will read as follows:

SECTION 10.06. [Intentionally omitted.]

Proposed Waiver

The proposed waiver is a waiver of future compliance with Section 10.06 (Limitations on Liens) quoted above.

S-B-4

Annex C

Proposed Amendments and Waiver to the 1991 BNY Midwest Trust Company Indenture

Proposed Amendments

Upon receipt of the requisite consents, we are proposing to amend the provisions of the 1991 BNY Midwest Trust Company Indenture as indicated below. The following text in italics will be deleted from the indenture and replaced with the text in boldface.

Text of indenture to be amended:

SECTION 801. Company May Consolidate, etc., Only on Certain Terms .

The Company shall not consolidate with or merge into any Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless

(1) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including all additional amounts, if any, payable pursuant to Section 1004) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(3) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall waive any right to redeem the Securities under circumstances which such Person would be entitled to redeem but the Company would not have been so entitled to redeem if such consolidation, merger, conveyance or transfer had not occurred; and

(4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions have been complied with.

After the proposed amendments take effect, Section 801 will read as follows:

SECTION 801. Limitation on Consolidation, etc. by the Company.

The Company shall not consolidate with or merge into any Person that is not organized and existing under the laws of the United States of America or any State or the District of Columbia and shall not convey or transfer its properties and assets substantially as an entirety to any Person that is not organized and existing under the laws of the United States of America or any State thereof or the District of Columbia if such Person would assume the Company’s obligations under this Indenture in connection therewith.

Text of indenture to be amended:

SECTION 802. Successor Substituted .

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities and coupons.

S-C-1

After the proposed amendments take effect, Section 802 will read as follows:

SECTION 802. [Intentionally omitted.]

Text of indenture to be amended:

SECTION 803. Securities to be Secured in Certain Events .

If any merger or consolidation of the Company with or into any corporation or any conveyance or transfer to any Person by the Company of its properties and assets substantially as an entirety in accordance with Section 8.01 hereof would subject any of the property or assets of the Company owned immediately prior thereto to any Security Interest (as defined in Section 1007), the Company, by indenture supplemental hereto, will, prior to such consolidation, merger, conveyance or transfer, secure the due and punctual payment of the principal of and interest, if any, on the Securities (equally and ratably with any other Debt of the Company then entitled to be so secured) by a direct lien on all such property or assets of the Company equal to and ratable with all liens other than any theretofore existing thereon.

After the proposed amendments take effect, Section 803 will read as follows:

SECTION 803. [Intentionally omitted.]

Text of indenture to be amended:

SECTION 1007. Limitation on Liens

The Company covenants and agrees that neither it nor any Subsidiary will directly or indirectly create, incur, suffer to be created or assume any mortgage, pledge, lien, charge or other security interest, including the charge upon property in respect of conditional sales or other title retention agreements (all the foregoing being sometimes called in this Article a “Security Interest”), in or upon any of its property or assets, real or personal, now owned or hereafter acquired, except to secure Debt to the Company or a Subsidiary, unless effective provision has been made for security payment of the principal of and interest, if any, on the Securities equally and ratably with any and all other indebtedness or other obligation which is or in any event may be secured by such Security Interest, so long as any such other indebtedness or other obligation shall be so secured, and the Company covenants that in any such case it will so secure the Securities; provided, however, that this Section shall not apply to any of the following:

(a) any Security Interest in or upon any property or assets owned by the Company or any Subsidiary which Security Interest is existing at the date of this Indenture;

(b) the acquisition hereafter by the Company or any Subsidiary of any property or assets, not theretofore owned by the Company or such Subsidiary, which are subject to any Security Interest, whether or not assumed by the Company or such Subsidiary, and the creation, contemporaneously with, or within 60 days after, the acquisition hereafter by the Company or any Subsidiary of any property or assets not owned prior to such acquisition by the Company or such Subsidiary of any Security Interest in or upon such property or assets to secure or provide for the payment of any part of the purchase price thereof, provided that in each such case (i) such Security Interest shall not extend to or cover any property of the Company or any Subsidiary other than substantially the same property as that subject to such Security Interest at the time of the acquisition of such property or within 60 days thereafter as permitted by this clause (b) (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property), and (ii) the principal amount secured by such Security Interest at the time of the acquisition of such property or within 60 days thereafter as permitted by this clause (b) shall not exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property subject to such Security Interest at the time of its acquisition or within 60 days thereafter as permitted by this clause (b);

S-C-2

provided that in each such case (i) such Security Interest shall not extend to or cover any property theretofore owned by the Company or any Subsidiary, in whole or in part, other than such improvement and any real property on which such improvement is located and which was substantially unimproved at the date of commencement of construction of such improvement, (ii) the principal amount secured by such Security Interest shall not exceed the lesser of the cost or fair value (as determined by the Board of Directors) of the property and improvement subject to such Security Interest at the time construction of such improvement is completed and (iii) such Security Interest is created in connection with a construction loan to finance construction of such improvement, in whole or in part, or in connection with the permanent financing of such improvement, in whole or in part, after construction is completed;

(d) any Security Interest affecting property of a corporation, which Security Interest is existing at the time such corporation first becomes a Subsidiary, provided that in each ease (i) such Security Interest shall not extend to or cover any property other than substantially the same property as that subject to such Security Interest immediately prior to the time such corporation first becomes a Subsidiary (plus fixtures and building improvements, in the case of real property, and improvements and accessions, in the case of personal property), and (ii) the principal amount secured by such Security Interest at the time such corporation first becomes a Subsidiary shall not exceed the lesser of the book value or fair value (as determined by the Board of Directors) of the property subject to such Security Interest at the time such corporation first becomes a Subsidiary;

S-C-3

(l) any Security Interest on property or assets in connection with an arrangement involving the transfer of such property or assets where the transfer is accounted for as a sale in accordance with generally accepted accounting principles.

The Company covenants and agrees that it will not, and will not permit any Subsidiary to, sign or file in any State or other jurisdiction a financing statement under the Uniform Commercial Code as in effect in any State or other jurisdiction which names the Company or any Subsidiary as debtor or sign any security agreement authorizing any secured party thereunder to file any such financing statement, except, in any such case, a financing statement filed or to be filed to perfect, or continue as perfected, a Security Interest which the Company or any Subsidiary is under the foregoing provisions of this Section entitled to create, incur, suffer to be created or assume without equally and ratably securing the Securities.

After the proposed amendments take effect, Section 1007 will read as follows:

SECTION 1007. [Intentionally omitted.]

Proposed Waiver

The proposed waiver is a waiver of future compliance with Section 1007 (Limitations on Liens) quoted above.

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Annex D

Proposed Amendments to the 1991 Bank of New York Indenture

Proposed Amendments

Upon receipt of the requisite consents, we are proposing to amend the provisions of the 1991 Bank of New York Indenture as indicated below. The following text in italics will be deleted from the indenture and replaced with the text in boldface. We are not seeking consents with respect to proposed waivers as there is no limitations on liens covenant in this indenture to waive.

Text of indenture to be amended:

SECTION 801. Company May Consolidate, etc., Only on Certain Terms .

The Company shall not consolidate with or merge into any Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless

After the proposed amendments take effect, Section 801 will read as follows:

SECTION 801. Limitation on Consolidation, etc. by the Company.

Text of indenture to be amended:

SECTION 802. Successor Substituted .

S-D-1

After the proposed amendments take effect, Section 802 will read as follows:

SECTION 802. [Intentionally omitted.]

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy the securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED SEPTEMBER 23, 2003

PROSPECTUS

AEGON N.V.

(a Netherlands public company with limited liability)

and

AEGON Funding Corp.

(a Delaware corporation)

and

AEGON Funding Corp. II

(a Delaware corporation)

U.S. $5,000,000,000

AEGON N.V. may offer its common shares, senior or subordinated debt securities, including debt securities convertible or exchangeable into other securities described in this prospectus, guarantees, warrants, purchase contracts and units for sale through this prospectus.

AEGON Funding Corp. and AEGON Funding Corp. II may offer senior or subordinated debt securities including debt securities convertible or exchangeable into other securities described in this prospectus, guarantees, warrants, purchase contracts and units, in each case guaranteed by AEGON N.V. for sale through this prospectus.

We may offer these securities from time to time in one or more offerings with a total initial offering price of up to U.S. $5,000,000,000. We may also offer any combination of these securities.

We will provide the specific terms of the securities that we are offering in supplements to this prospectus. You should read this prospectus, any applicable prospectus supplement and any applicable pricing supplement carefully before you invest. You should also consider carefully the documents incorporated by reference in this prospectus and in any prospectus supplement or any pricing supplement and in the registration statement to which they relate before you invest.

Investing in these securities involves risks. See “Risk Factors” beginning on page 8 of this prospectus, as well as the risk factors included in the applicable prospectus supplement or pricing supplement.

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

The date of this prospectus is , 2003.

CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		3

ABOUT THIS PROSPECTUS		4

AEGON N.V.		4

AEGON FUNDING CORP.		4

AEGON FUNDING CORP. II		4

WHERE YOU CAN FIND MORE INFORMATION ABOUT US		5

FINANCIAL AND EXCHANGE RATE INFORMATION		6

ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS		7

USE OF PROCEEDS		7

RATIOS OF EARNINGS TO FIXED CHARGES		7

RISK FACTORS		8

DESCRIPTION OF SHARE CAPITAL OF AEGON N.V.		16

DESCRIPTION OF DEBT SECURITIES		20

DESCRIPTION OF WARRANTS		30

DESCRIPTION OF GUARANTEES		31

DESCRIPTION OF PURCHASE CONTRACTS		32

DESCRIPTION OF UNITS		33

TAXATION IN THE NETHERLANDS		34
Common Shares of AEGON N.V.		35
Debt Securities of AEGON, AFC and AFC II		38

TAXATION IN THE UNITED STATES		40
U.S. Federal Income Tax Consequences to U.S. Holders		41
U.S. Federal Income Tax Consequences to Non-U.S. Holders		50

PLAN OF DISTRIBUTION		52

LEGAL OPINIONS		54

EXPERTS		54

INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

SIGNATURES		II-4

EXHIBIT INDEX

FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “intend”, “may”, “expect”, “anticipate”, “predict”, “project”, “counting on”, “plan”, “continue”, “want”, “forecast”, “should”, “would”, “is confident” and “will” and similar expressions as they relate to us are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. We undertake no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations, including, but not limited to, the following:

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

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changes in the performance of financial markets, including emerging markets, including:

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

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the effects of corporate bankruptcies and/or accounting restatements (such as Enron and WorldCom) on the financial markets and the resulting decline in value of equity and debt securities we hold;

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the frequency and severity of insured loss events;

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

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changes affecting interest rate levels and continuing low interest rate levels;

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

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

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

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

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

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

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

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customer responsiveness to both new products and distribution channels;

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

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

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the SEC) utilizing the “shelf” registration process. Under the shelf registration process, we may sell the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement and, if applicable, a pricing supplement that will contain specific information about the terms of the securities. The prospectus supplement and, if applicable, the pricing supplement may add to or update or change information about us contained in this prospectus, but it will not change the nature of or the terms of the securities that may be offered by us. You should read this prospectus, any prospectus supplement and any pricing supplement together with the additional information described under the heading “Where You Can Find More Information About Us”.

AEGON N.V.

With roots dating back 150 years, AEGON N.V. (AEGON), through its member companies, which we collectively refer to as the AEGON Group, is a leading international insurance group with its headquarters in The Hague, the Netherlands. Our common shares are listed on the Official Segment of the stock market of Euronext Amsterdam, the principal market for our common shares, on which they trade under the symbol “AGN”. Our common shares are also listed on the New York Stock Exchange (NYSE) under the symbol “AEG” and on the Frankfurt, London and Tokyo stock exchanges as well as on the SWX Swiss Exchange. The AEGON Group has operations in the United States, the Netherlands, the United Kingdom and Canada. The AEGON Group is also present in Hungary, Spain, Taiwan, Luxembourg, Ireland, Germany, Belgium, Slovakia, Hong Kong and mainland China, and has a representative office in India. Crucial differences exist in local markets and for this reason the AEGON Group emphasizes a decentralized organization structure. Our operating companies, with local management and employees, market their own unique products using tailored distribution channels. AEGON faces intense competition from a large number of other issuers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products.

AEGON FUNDING CORP.

AEGON Funding Corp. (AFC) was incorporated on May 21, 1999 under the laws of the State of Delaware. AFC is an indirect wholly owned subsidiary of AEGON and has no subsidiaries of its own.

AFC was established as a financing vehicle to be used to raise funds for the U.S. subsidiaries of AEGON. AFC’s registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, and the telephone number of this office is 1-302-658-7581.

AEGON FUNDING CORP. II

AEGON Funding Corp. II (AFC II) was incorporated on September 19, 2000 under the laws of the State of Delaware. AFC II is an indirect wholly owned subsidiary of AEGON and has no subsidiaries of its own.

AFC II was established as a financing vehicle to be used to raise funds for the U.S. subsidiaries of AEGON. AFC II’s registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, and the telephone number of this office is 1-302-658-7581.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

AEGON files annual reports with and furnishes other information to the SEC. You may read and copy any document filed with or furnished to the SEC by AEGON at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. AEGON’s SEC filings are also available to the public through the SEC’s web site at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington D.C. and in other locations.

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

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incorporated documents are considered part of this prospectus;

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

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information that AEGON files with the SEC after the date of this prospectus that is incorporated by reference in this prospectus automatically updates and supersedes this prospectus.

This prospectus incorporates by reference the documents of AEGON listed below. Unless otherwise noted, all documents incorporated by reference have the SEC file number 1-10882.

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Annual Report on Form 20-F for the fiscal year ended December 31, 2002;

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Report on Form 6-K dated April 10, 2003;

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Report on Form 6-K dated April 25, 2003;

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Report on Form 6-K dated May 12, 2003 relating to our financial results for the three months ended March 31, 2003;

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Report on Form 6-K dated May 15, 2003;

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Report on Form 6-K dated May 28, 2003;

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Report on Form 6-K dated June 3, 2003;

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Report on Form 6-K dated July 14, 2003;

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Report on Form 6-K dated August 5, 2003;

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Report on Form 6-K dated August 13, 2003 relating to our financial results for the six months ended June 30, 2003;

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Report on Form 6-K dated September 15, 2003; and

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each of the following documents that AEGON files with or furnishes to the SEC after the date of this prospectus from now until we terminate the offering of securities under this registration statement:

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reports filed under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), and

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reports filed or furnished on Form 6-K that indicate that they are incorporated by reference in this prospectus.

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

Investor Relations		Investor Relations
AEGON N.V.		AEGON USA, Inc.
P.O. Box 202		1111 North Charles Street
2501 CE The Hague		Baltimore, MD 21201
The Netherlands		USA
Tel: 011-31-70-344-8305		Tel: 1-410-576-4577
Fax: 011-31-70-383-2773		Fax: 1-410-347-8685
E-mail: groupir@aegon.nl		E-mail: ir@aegonusa.com

No person is authorized to give any information or represent anything not contained in this prospectus and the accompanying prospectus supplement. We are only offering the securities in places where sales of those securities are permitted. The information contained in this prospectus and any accompanying prospectus supplement, as well as information incorporated by reference, is current only as of the date of that information. The AEGON Group’s business, financial condition, results of operations and prospects may have changed since that date.

AFC and AFC II do not, and will not, file separate reports with the SEC.

FINANCIAL AND EXCHANGE RATE INFORMATION

Except as otherwise noted, we present the financial statement amounts in this prospectus and in the documents incorporated by reference in this prospectus in accordance with generally accepted accounting principles in the Netherlands (Dutch GAAP), which differ in significant respects from generally accepted accounting principles in the United States (U.S. GAAP). For a discussion of the principal differences between Dutch GAAP and U.S. GAAP relevant to AEGON, see Note 5 to AEGON’s audited consolidated financial statements included in AEGON’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002, which is incorporated by reference in this prospectus.

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

As used in this prospectus, “NLG” and “guilder” refer to the Dutch guilder, “dollar” and “$” refer to the U.S. dollar and “euro” refers to the unified currency that was introduced in connection with the European Economic and Monetary Union in the Netherlands and the other participating member states of the European Union on January 1, 1999. AEGON adopted the euro as its reporting currency beginning January 1, 1999. Effective January 1, 1999, the official euro / guilder exchange rate was fixed at a rate of euro 1.00 = NLG 2.20371. AEGON’s financial statements for fiscal years prior to fiscal 1999 and certain other data included in this prospectus were originally stated in guilders, but have been translated to euro using this fixed exchange rate.

ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

AEGON is a Netherlands corporation. A substantial number of the directors and management of AEGON, AFC and AFC II and certain of the experts named in this prospectus are residents of the Netherlands or other countries outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon AEGON or such persons with respect to matters arising under U.S. Federal securities laws or to enforce against them judgments of courts of the United States predicated upon civil liability under the U.S. Federal securities laws. Because of the absence of a convention between the United States and the Netherlands providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, it is uncertain whether a court in the Netherlands, in original actions or in actions for enforcement of judgments of United States courts, will find liability or enforce judgments against us, our directors or our officers predicated solely upon the U.S. Federal securities laws. Judgments of United States courts may be enforced by courts in the Netherlands only if such courts independently determine that fairness and good faith require such enforcement and that such enforcement does not contravene principles of public policy of the Netherlands. AEGON has consented to service of process in New York City for claims based upon the indenture, the debt securities and the guarantees described under “Description of Debt Securities”.

USE OF PROCEEDS

Unless otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the proceeds from the sale of securities offered through this prospectus for the AEGON Group’s general corporate purposes, which include financing our operations, debt repayment and refinancing, capital expenditures and acquisitions. The specific purpose of any individual issuance of securities will be described in the related prospectus supplement.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table shows AEGON’s historical ratios of earnings to fixed charges for the periods indicated, computed in accordance with Dutch GAAP and U.S. GAAP.

	For the six months ended June 30 (unaudited)				For the year ended December 31 (audited)
	2003		2002		2002		2001	2000	1999	1998
Ratio under Dutch GAAP	1.6		1.5		1.5		1.9	1.9	2.0	1.7
Ratio under U.S. GAAP	—	(1)	—	(1)	—	(1)	1.3	1.8	1.8	1.8
Ratio under Dutch GAAP(2)	3.6		3.7		3.4		4.7	4.6	3.9	3.2
Ratio under U.S. GAAP(2)	—	(1)	—	(1)	—	(1)	1.8	3.0	2.8	3.6

(1)

The deficiency of our earnings to fixed charges based on U.S. GAAP was €691 million during 2002. Amounts based on U.S. GAAP are not available for the six-month periods.

(2)

This ratio is provided supplementally and presents information excluding interest on fixed annuities and investment products from earnings and fixed charges.

Calculation of Ratios

The data used to prepare the ratios have been derived from our consolidated financial statements.

For purposes of these tables, “earnings” means income before tax plus fixed charges. “Fixed charges” are calculated by adding:

(i)

interest expensed and capitalized including interest on fixed annuities and investment products other than life insurance products; and

(ii)

amortized premiums, discounts and capitalized expenses related to indebtedness.

RISK FACTORS

Risks Relating to AEGON’s Business

Interest rate volatility in the form of rapid increases or sustained high or low interest rate levels may adversely affect our profitability and shareholders’ equity

In periods of rapidly increasing or sustained high interest rates, policy loans and surrenders and withdrawals may tend to increase as policyholders seek investments with higher perceived returns. This activity may result in cash payments by us requiring that we sell invested assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which may result in realized investment losses. Regardless of whether we realize an investment loss, these cash payments would result in a decrease in our total invested assets and a decrease in our net income. Among other things, premature withdrawals may also cause us to accelerate amortization of policy acquisition costs, which would also reduce our net income.

Conversely, during periods of sustained low interest rates, life insurance and annuity products may be relatively more attractive to consumers, resulting in increased premium payments on products with flexible premium features, and a higher percentage of insurance policies remaining in force from year to year. During such a period, investment earnings may be lower because the interest earnings on new fixed income investments will likely have declined with the market interest rates. In addition, mortgages and redeemable bonds in the investment portfolio are more likely to be repaid as borrowers seek to borrow at lower interest rates, and we may be required to reinvest the proceeds in securities bearing lower interest rates. Accordingly, during periods of sustained low interest rates, our net income may decline as a result of a decrease in the spread between either the interest rates credited to policyholders or the rates assumed in reserves, and returns on the investment portfolio. See Item 11, “Quantitative and Qualitative Disclosure about Market Risk” on pages 128-133 of AEGON’s annual report on Form 20-F for the financial year ended December 31, 2002 for a detailed sensitivity analysis discussion.

The profitability of spread-based business depends in large part upon the ability to manage interest rate spreads, and the credit and other risks inherent in the investment portfolio. Investment income from general account fixed income investments for the years 2000, 2001 and 2002 was EUR 8.7 billion, EUR 8.8 billion and EUR 8.3 billion, respectively. The value of the related general account fixed income investment portfolio at the end of the years 2000, 2001 and 2002 was EUR 109 billion, EUR 128 billion and EUR 124 billion, respectively. We may not be able to successfully manage interest rate spreads or the potential negative impact of those risks.

A decline in the equity securities markets may adversely affect our profitability and shareholders’ equity as well as our sales of savings and investment products and the amount of assets under management

Fluctuations in the equity securities markets and other economic factors have adversely affected and may continue to adversely affect our profitability as well as our sales of our separate account unit-linked products, pension products, variable annuities, variable life insurance and mutual funds. The level of volatility in the markets in which we invest and the overall investment returns earned in those markets also affect our profitability and can reduce our shareholders’ equity. Significant terrorist actions, as well as general economic conditions, have led to and may continue to result in significant decreases in the value of the equity securities in which we invest. Realized losses or impairment losses are, under Dutch accounting principles, transferred from the unrealized part of the revaluation account to the realized part of the revaluation account. In 2002 and 2001, declines in equity securities held in our general account resulted in the recognition of impairment losses of EUR 1.057 billion and EUR 36 million, respectively.

Additionally, equity market declines have required and may continue to require us to accelerate amortization of policy acquisition costs and to establish additional reserves for minimum guaranteed benefits,

which reduces our net income and shareholders’ equity. These market conditions may also significantly reduce the popularity of our savings and investment products, which could lead to lower sales and net income. During 2002, AEGON recognized accelerated amortization of deferred policy acquisition costs of EUR 450 million and increased provisions for products with guaranteed minimum benefit reserves of EUR 482 million.

Differences between actual claims experience and underwriting and reserve assumptions may require liabilities to be increased

Our earnings depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we use in setting the prices for products and establishing the liabilities for obligations for technical provisions and claims. To the extent that our actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, we may be required to increase our liabilities, which may reduce our net income. In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force have been recorded as assets on the balance sheet and are being amortized into income over time. If the assumptions relating to the future profitability of these policies (such as future claims, investment income and expenses) are not realized, the amortization of these costs could be accelerated and may even require write-offs due to unrecoverability. This could have a material adverse effect on our business, results of operations and financial condition.

Fluctuations in currency exchange rates may affect our reported results of operations

As an international life insurance company, we are subject to currency risk. Equity held in subsidiaries is kept in local currencies to the extent shareholders’ equity is required to satisfy regulatory and self-imposed capital requirements. We hold the remainder of our capital base (capital securities, subordinated and senior debt) in various currencies in amounts we believe correspond approximately to the book value of our activities in those currencies to minimize any impact on our equity ratios. Currency risk in the investment portfolios is managed using asset/liability matching principles. In 2000, we discontinued hedging the income streams from the main non-Dutch units and, as a result, our earnings may fluctuate due to currency translation. As we have significant business segments in the Americas and in the United Kingdom, the principal sources of exposure we have to currency fluctuations are from the differences between the U.S. dollar and the euro and between the UK pound and the euro. We may experience significant changes in our net income and equity because of the fluctuations in currency exchange rates between the U.S. dollar and the euro and the UK pound and the euro. For the Americas segment (which primarily conducts its business in U.S. dollars), our total revenues and net income in 2002 amounted to EUR 17.4 billion and EUR 967 million, respectively. For the United Kingdom segment (which primarily conducts its business in UK pounds), our total revenues and net income in 2002 amounted to EUR 6.6 billion and EUR 178 million, respectively. On a consolidated basis, these two segments represented 77% of the total revenues and 74% of the net income for the year 2002. Additionally, we borrow in various currencies to hedge the currency exposure arising from our operations. At June 30, 2003, 65.5% of our total borrowing was denominated in U.S. dollars, 2.9% in Canadian dollars, 13.6% in UK pounds and 18% in euro.

A downgrade in ratings may increase policy surrenders and withdrawals, adversely affect relationships with distributors and negatively affect our results of operations

Claims paying ability and financial strength ratings are factors in establishing the competitive position of insurers. A rating downgrade (or the potential for such a downgrade) of us or any of our rated insurance subsidiaries could, among other things, materially increase the number of policy surrenders and withdrawals by policyholders of cash values from their policies, adversely affect relationships with broker-dealers, banks, agents, wholesalers and other distributors of our products and services, negatively impact new sales, and adversely affect our ability to compete and thereby have a material adverse effect on our business, results of operations and financial condition. Negative changes in credit ratings may increase our cost of funding. On April 8, 2003, Standard and Poor’s Ratings Services lowered its counterparty credit rating on AEGON’s senior debt from

“AA-” to “A+”, with a stable outlook. Standard and Poor’s credit rating of AEGON’s subordinated debt is “A”. On December 12, 2002, Moody’s lowered its rating on AEGON’s senior unsecured debt from “Aa3” to “A2” with a negative outlook.

Changes in government regulations in the countries in which we operate may affect our profitability

Our insurance business is subject to comprehensive regulation and supervision in all countries in which we operate. The primary purpose of such regulation is to protect policyholders, not holders of our securities. Changes in existing insurance laws and regulations may affect the way in which we conduct our business and the products we may offer. For example, we expect our U.S. sales to be affected by the new amendments to the Federal Trade Commission Telemarketing Sales Rule as approximately 17% of AEGON USA new health insurance sales in 2002 were generated by telemarketing in the United States. The amendments to the rule, the majority of which went into effect on March 31, 2003, prevent telemarketers from targeting potential customers who have elected to be included in a national “do not call” list. Moreover, some states also have state-wide “do not call” lists. In addition, changes in pension and employee benefit regulation, social security regulation, financial services regulation, taxation and the regulation of securities products and transactions may also adversely affect our ability to sell new policies or our claims exposure on existing policies. Additionally, the insurance laws or regulations adopted or amended from time to time may be more restrictive or may result in higher costs than current requirements.

Litigation and regulatory investigations may adversely affect our business, results of operations and financial condition

We face significant risks of litigation and regulatory investigations and actions in connection with our activities as an insurer, securities issuer, employer, investment advisor, investor and taxpayer. Lawsuits, including class actions and regulatory actions may be difficult to assess or quantify, may seek recovery of very large and/or indeterminate amounts, including punitive and treble damages, and their existence and magnitude may remain unknown for substantial periods of time. A substantial legal liability or a significant regulatory action could have a material adverse effect on our business, results of operations and financial condition.

Defaults in our fixed maturity and mortgage loan portfolios may adversely affect profitability

Issuers of fixed maturity securities and mortgage loan borrowers have defaulted and may continue to default on principal and interest payments with respect to securities we hold. These issuers have defaulted and may continue to default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons. Recent poor economic and investment climate in our major markets have resulted in an increase in investment impairments on our investment assets due to defaults and overall declines in the securities markets. A continuation of or increase in defaults on, or other reductions in the value of, these securities could have a material adverse effect on our business, results of operations and financial condition.

Liquidity risk of certain investment assets

Our investments in privately placed securities, mortgage loans, real estate, including real estate joint ventures and other limited partnership interests are relatively illiquid. If we require significant amounts of cash on short notice in excess of our normal cash requirements, we may have difficulty selling these investments at attractive prices, in a timely manner, or both. These assets amounted to EUR 45.5 billion or 34.9% of general account investments at the end of 2002 (and EUR 53.0 billion, or 38.3% in 2001). Investment income from these assets amounted to EUR 3.1 billion, EUR 3.5 billion and EUR 3.3 billion, representing 32.6%, 34.9% and 34.0% of total general account investment income for the years 2002, 2001 and 2000, respectively. We realized impairment losses of EUR 217.4 million, EUR 162.4 million and EUR 27.3 million on these assets in the years 2002, 2001 and 2000, respectively.

We may be unable to manage our risks successfully through derivatives

We are exposed to currency fluctuations, changes in the fair value of our investments, the impact of interest rate changes and changes in mortality and longevity. We use common derivative financial instruments such as interest rate swaps, options, futures and foreign exchange contracts to hedge our exposures related to both investments backing our insurance products and company borrowings. We may not be able to manage successfully through the use of derivatives the risks to which we are exposed. In addition, a counterparty may fail to honor the terms of its derivatives contracts with us. Our inability to manage our risks successfully through derivatives or a counterparty’s failure to honor its obligations to us could have a material adverse effect on our business, results of operations and financial condition.

State statutes and/or foreign country regulators may limit the aggregate amount of dividends payable by our subsidiaries to us, thereby limiting our ability to make payments under the guarantees

Our ability to make payments as required by the guarantees and pay certain operating expenses is dependent upon the receipt of dividends from our subsidiaries. Certain of these subsidiaries have regulatory restrictions which can limit the payment of dividends.

Tax law changes may adversely affect the sale and ownership of insurance products

Insurance products enjoy certain tax advantages, particularly in the United States and the Netherlands, which permit the tax-deferred accumulation of earnings on the premiums paid by the holders of annuities and life insurance products. Taxes, if any, are payable on accumulated tax-deferred earnings when earnings are actually paid. The U.S. Congress has, from time to time, considered possible legislation that would eliminate the deferral of taxation on the accretion of value within certain annuities and life insurance products. In addition, the U.S. Congress passed legislation in 2001 that provided for reductions in the estate tax and the possibility of permanent repeal of the estate tax continues to be discussed, which could have an impact on insurance products and sales in the United States. Recent changes in tax laws in the Netherlands have reduced the attractiveness of certain of our individual life products. The current administration in the Netherlands has indicated that it is contemplating further changes in law that would eliminate the tax advantages of certain of our products, including group savings products. Any changes in U.S. or Dutch tax law affecting our products could have a material adverse effect on our business and results of operations.

Competitive factors may adversely affect our market share

Competition in our business segments is based on service, product features, price, commission structure, financial strength, claims paying ability, ratings and name recognition. We face intense competition from a large number of other insurers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products. The recent consolidation in the global financial service industry has also enhanced the competitive position of some of our competitors by broadening the range of their products and services, and increasing their distribution channels and their access to capital. In addition, development of alternative distribution channels for certain types of insurance and securities products, including through the Internet, may result in increasing competition as well as pressure on margins for certain types of products. These competitive pressures could result in increased pricing pressures on a number of our products and services, particularly as competitors seek to win market share, and may harm our ability to maintain or increase our profitability.

AEGON ranks fifth overall in the U.S. life insurance market based upon total life net written premiums. AEGON ranks third in individual annuities, fourth in group annuities, seventh in ordinary life and first in synthetic Guaranteed Investment Contracts. Our major competitors in the United States include AIG, Hartford, ING, Metropolitan, John Hancock, Jefferson-Pilot, Nationwide and Prudential. In Canada, AEGON ranks second

in the universal life market, third in the traditional life market and fourth in the segregated funding insurance market based upon new sales. Our primary competitors in Canada are AIG, Industrial Alliance, Clarica, Great West Life, Sun Life and Manulife. In the Netherlands, AEGON is the second largest life insurer based on gross life premium income with a 14% market share compared to a 21% market share for ING. Our other major competitors include ASR Fortis, Interpolis and Delta Lloyd. In the United Kingdom, AEGON has a top five position in the independent financial advisor channel for group and individual pensions. AEGON UK faces strong competition in all its markets from two key sources: life and pension companies and investment management houses. Our key competitors in the U.K. primary pension market are Standard Life, Aviva, Prudential UK, Friends Provident and AXA. Our main competitors in the U.K. retail investment market are typically the investment management houses (e.g., Fidelity, Merrill Lynch, Henderson etc). In Hungary, our major competitors include Allianz, Generali-Providencia, ING and OPT Garancia.

We may be unable to retain personnel who are key to our business

As a global financial services enterprise with a decentralized management structure, we rely, to a considerable extent, on the quality of local management in the various countries in which we operate. The success of our operations is dependent, among other things, on our ability to attract and retain highly qualified professional personnel. Competition for key personnel in most countries in which we operate is intense. Our ability to attract and retain key personnel, and in particular senior officers, experienced portfolio managers, mutual fund managers and sales executives, is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent, which may offer compensation packages that include considerable equity-based incentives through stock option or similar programs.

Judgments of U.S. courts may not be enforceable against us

Judgments of U.S. courts, including those predicated on the civil liability provisions of the federal securities laws of the United States, may not be enforceable in Dutch courts. As a result, our securityholders that obtain a judgment against us in the United States may not be able to require us to pay the amount of the judgment. It may, however, be possible for a U.S. investor to bring an original action in a Netherlands court to enforce liabilities against us, or our affiliates, directors, officers or any expert named herein, who reside outside the United States, based upon the U.S. federal securities laws.

Reinsurers to whom we have ceded risk may fail to meet their obligations

Our insurance subsidiaries cede premiums to other insurers under various agreements that cover individual risks, group risks or defined blocks of business, on a co-insurance, yearly renewable term, excess or catastrophe excess basis. These reinsurance agreements spread the risk and minimize the effect of losses. The amount of each risk retained depends on evaluation of the specific risk, subject, in certain circumstances, to maximum limits based on characteristics of coverage. Under the terms of the reinsurance agreements, the reinsurer agrees to reimburse for the ceded amount in the event the claim is paid. However, our insurance subsidiaries remain liable to their policyholders with respect to ceded insurance if any reinsurer fails to meet the obligations assumed by it. See Item 18, “Financial Statements”—“Schedule to Financial Statements”—“Reinsurance” on page 247 of AEGON’s Form 20-F for the financial year ended December 31, 2002, for a table showing life insurance in force amounts on a direct, assumed and ceded basis for 2000, 2001 and 2002. See also Item 18, “Financial Statements”, note 1.14 and 1.15 on pages 160-166 of AEGON’s Form 20-F for the financial year ended December 31, 2002, for the amount of reserve reduction taken at each balance sheet date for reinsurance ceded.

In accordance with industry practices, AEGON reinsures a portion of its life insurance exposure with unaffiliated insurance companies under traditional indemnity reinsurance arrangements. Approximately 33% of our total direct and assumed (for which we act as a reinsurer for others) life insurance in force is ceded to other insurers. In the United States, Transamerica Reinsurance retrocedes a significant portion of the risk it assumes.

The major reinsurers of AEGON USA are Manulife Reinsurance Limited, RGA Reinsurance Company, Clarica Life Insurance Company, Munich American Reassurance Company, European Re of Zurich, Security Life of Denver and Swiss Re. The major reinsurers of AEGON UK include GE Frankona, Merrill Lynch Pensions, Invesco Pensions, Braillie Gifford Life, Barclays Global Investors Pensions and Deutsche Asset Management Life and Pensions. The major reinsurers for non-life insurance for AEGON The Netherlands are Partners Re, Parijs, Swiss Re, Zurich, A’veen and GE Frankona. The major reinsurers of ÁB-AEGON, in Hungary, are Swiss Re and Münich Re. AEGON Spain’s major reinsurers are Muchener, Nacional, General Re and Frankona.

We may have difficulty managing our expanding operations and we may not be successful in acquiring new businesses or divesting existing operations

In recent years we have effected a number of acquisitions and divestitures around the world and we may make further acquisitions and divestitures in the future. Growth by acquisition involves risks that could adversely affect our operating results and financial condition, including the diversion of financial and management resources from existing operations, difficulties in assimilating the operations, technologies, products and personnel of the acquired company, significant delays in completing the integration of acquired companies, the potential loss of key employees or customers of the acquired company, potential losses from unanticipated litigation, and tax and accounting issues.

Our acquisitions could result in the incurrence of additional indebtedness, costs, contingent liabilities and amortization expenses related to goodwill and other intangible assets. Divestitures of existing operations could result in our assuming or retaining certain contingent liabilities. All of the foregoing could materially adversely affect our businesses, financial condition and results of operations. Future acquisitions may also have a dilutive effect on the ownership and voting percentages of existing shareholders.

There can be no assurance that we will successfully identify suitable acquisition candidates or that we will properly value acquisitions we make. We are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed once negotiations have commenced.

Risks Relating to our Common Shares

Our share price could be volatile and could drop unexpectedly, and you may not be able to resell your common shares at or above the price you paid

The price at which our common shares will trade will be influenced by a large number of factors, some of which will be specific to us and our operations and some of which will be related to the insurance industry and equity markets generally. As a result of these factors, you may not be able to resell your common shares at or above the price which you paid for them. In particular, the following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common shares:

•

investor perception of our company, including actual or anticipated variations in our revenues or operating results;

•

announcement by us of intended acquisitions, disposals or financings or speculation about such acquisitions, disposals or financings;

•

changes in our dividend policy, which could result from changes in our cash flow and capital position;

•

sales of blocks of our shares by significant shareholders, including Vereniging AEGON;

•

a downgrade or rumored downgrade of our credit or financial strength ratings, including placement on credit watch;

•

potential litigation involving us or the insurance industry generally;

•

changes in financial estimates and recommendations by securities research analysts;

•

fluctuations in foreign exchange rates and interest rates;

•

the performance of other companies in the insurance sector;

•

regulatory developments in The Netherlands, the United States, the United Kingdom and other countries;

•

international political and economic conditions, including the effects of terrorist attacks, military operations and other developments stemming from such events and the uncertainty related to these developments;

•

news or analyst reports related to our markets or industries in which we operate; and

•

general market conditions.

The high and low sales prices of our common shares on Euronext Amsterdam were EUR 29.23 and EUR 9.04 respectively in 2002 and EUR 14.01 and EUR 6.10 respectively in the first six months of 2003. The high and low sales prices of our common shares on the NYSE were U.S.$ 26.00 and U.S.$ 8.88 respectively in 2002 and U.S.$ 14.81 and U.S. $ 7.03 respectively in the first six months of 2003. All share prices have been adjusted for the 2002 share dividend.

We and our significant shareholders may offer additional common shares in the future, and these and other sales may adversely affect the market price of our outstanding common shares

It is possible that we may decide to offer additional common shares in the future, for example to effect an acquisition. In connection with Vereniging AEGON’s refinancing in September 2002, it entered into an equity repurchase facility (“Repo Facility”) and a back-up credit facility (“Back-up Facility”). As is customary in these repurchase agreements, if sufficient collateral is not maintained by Vereniging AEGON (which in this case is based on the number of common shares and the prevailing share price) and amounts are not available under the Back-up Facility, the lenders under the Repo Facility may dispose of our common shares held by them under the Repo Facility in order to satisfy amounts outstanding. An additional offering of common shares by us, sales of common shares by significant shareholders or by lenders to Vereniging AEGON, or the public perception that an offering or such sales may occur, could have an adverse effect on the market price of our common shares. As of June 13, 2003, the total authorized share capital of AEGON consisted of 3,000,000,000 common shares, par value euro 0.12 per share, and 1,000,000,000 preferred shares, par value euro 0.25 per share. All AEGON’s outstanding common shares are freely tradable in The Netherlands, and all shareholders, including large shareholders such as Vereniging AEGON, are free to resell their shares in The Netherlands at any time.

Our largest shareholder, Vereniging AEGON, holds a large percentage of our voting shares and therefore has significant influence over our corporate actions

Prior to September 2002, Vereniging AEGON, our largest shareholder, beneficially owned approximately 52% of our voting shares and thus held voting control over us. In September 2002, Vereninging AEGON reduced its beneficial ownership to approximately 33% of our voting shares (excluding treasury shares). Pursuant to the 1983 Merger Amendment between AEGON and Vereniging AEGON, as amended, Vereniging AEGON may purchase as many class B preferred shares as would enable it to prevent or correct a dilution to below 33% of our voting shares caused by a new issuance of shares by AEGON. The option granted to Vereniging AEGON permits it to purchase up to a maximum of the non-issued part of the class B preferred shares included from time to time in AEGON’s authorized capital if necessary to prevent or correct such dilution below 33% of our voting shares. The class B preferred shares will be issued at an exercise price equal to their par value (euro 0.25), unless otherwise agreed. On September 19, 2003, Vereniging AEGON exercised its option to purchase 10,220,000 preferred shares at par value to correct dilution caused by AEGON’s recent share dividend.

In addition, we have implemented certain changes to our corporate governance structure and our relationship with Vereniging AEGON pursuant to which Vereniging AEGON’s voting power under normal circumstances, based on the current numbers of outstanding and voting shares, was reduced to approximately

23.3%, including the 10,220,000 shares purchased on September 19, 2003, of the votes exercisable in our general meeting of shareholders. However, this reduction in voting percentage is not applicable in all circumstances. In certain limited circumstances (such as the acquisition of 15% of our voting shares, a tender offer for our shares or a proposed business combination, each by any person or group of persons whether individually or acting as a group, other than in a transaction approved by the Executive Board and Supervisory Board), Vereniging AEGON’s voting rights will increase to approximately 32.8%.

Consequently, Vereniging AEGON may have substantial influence on the outcome of corporate actions requiring shareholder approval, including:

•

adopting amendments to our articles of incorporation;

•

approving a consolidation or liquidation;

•

approving a tender offer, merger, sale of all or substantially all of our assets or other business combination;

•

in particular during the periods when Vereniging AEGON is entitled to exercise its increased voting rights, it will have sufficient voting power to veto any proposal relating to the following matters:

•

rejecting Supervisory Board nominations for membership on the Supervisory Board and Executive Board;

•

appointing an Executive Board or Supervisory Board member other than pursuant to Supervisory Board nomination; and

•

suspending or removing an Executive Board or Supervisory Board member other than pursuant to a Supervisory Board proposal.

Currency fluctuations may adversely affect the trading prices of our common shares and the value of any cash distributions we make

Because our common shares listed on Euronext Amsterdam are quoted in euro and our common shares listed on the NYSE are quoted in US dollars, fluctuations in exchange rates between the euro and the US dollar may affect the value of your investment. In addition, we declare cash dividends in euro, but pay cash dividends, if any, on our New York Shares in US dollars based on an exchange rate set the business day following the shareholder meeting approving the dividend. As a result, fluctuations in exchange rates may affect the value of any cash dividends you receive.

Convertible securities (or other securities that permit or require us to satisfy our obligations by issuing common shares) that we have issued or may issue may influence the market price for our common shares

Any market that develops for convertible securities or other securities that permit or require us to satisfy our obligations by issuing common shares that we have issued or may issue in the future would be likely to influence, and be influenced by, the market for our common shares. For example, the price of our common shares could become more volatile and could be depressed by investors’ anticipation of the potential resale in the market of substantial amounts of our common shares received at the maturity or acceleration of any convertible securities (or such other securities) we have issued by investors who view such convertible securities (or such other securities) as a more attractive means of participation in our equity and by hedging or arbitrage trading activity that may develop involving such convertible securities (or such other securities) and our common shares. Any such developments could negatively affect the value of our common shares.

DESCRIPTION OF SHARE CAPITAL OF AEGON N.V.

The following is a summary of the terms of AEGON’s share capital, including brief descriptions of provisions contained in AEGON’s articles of incorporation, as last amended on May 26, 2003. These summaries and descriptions do not purport to be complete statements of these provisions.

Share Capital

As of June 13, 2003, the total authorized share capital of AEGON consisted of 3,000,000,000 common shares, par value euro 0.12 per share, and 1,000,000,000 preferred shares, par value euro 0.25 per share. See Item 7, “Major Shareholder and Related Party Transactions” of AEGON’S filing on Form 20-F for the year ended December 31, 2002 for a discussion of authorized share capital. At the same date, there were issued 1,501,218,582 common shares, of which 27,429,342 common shares were held by AEGON as treasury shares, and 211,680,000 class A preferred shares. On September 19, 2003, Vereniging AEGON exercised its option under the 1983 Merger Agreement, as amended, to acquire 10,220,000 new preferred shares, at an exercise price equal to their par value of euro 0.25 per share, which shares were be designated class B preferred shares carrying identical par value, voting, dividend and other rights and privileges as class A preferred shares.

All of AEGON’s issued common shares are fully paid and not subject to calls for additional payments of any kind. AEGON’s common shares are held by shareholders worldwide in bearer and registered form. Holders of shares of New York registry hold their common shares in registered form (New York Shares).

As of June 13, 2003, 201,344,325 common shares were registered in AEGON’s registry in the Netherlands. As of May 31, 2003, 125,651,785 shares were held as New York Shares. The balance of the issued common shares was held in bearer form.

Dividends

Under Netherlands law and AEGON’s articles of incorporation, the holders of AEGON common shares are entitled to payment of dividends out of the profits remaining after the creation of a reserve account, if any. The Executive Board of AEGON may determine the dividend payment date for the common shares and preferred shares, which may vary for registered and bearer shares, the record date for payment applicable to holders of registered common shares and, with the approval of the AEGON’s Supervisory Board, the currency or currencies in which dividends will be paid. For dividends on New York Shares, AEGON may make payment in U.S. dollars. With respect to common shares, AEGON typically declares both an interim dividend during the fiscal year and a final dividend after the shareholders have adopted AEGON’s annual accounts. These dividends typically may be paid in cash or common shares at the option of the shareholder.

Preferred dividends are payable on the capital actually paid in on the preferred shares, and each such dividend, on an annual basis, is equal to the European Central Bank’s fixed interest percentage for basic refinancing transactions, increased by 1.75%, as determined on the first Euronext Amsterdam trading day of the financial year to which the dividend relates.

Voting Rights

All holders of AEGON common shares and preferred shares are entitled to attend personally or by proxy any general meeting of shareholders upon compliance with the procedures described below. Each holder of common shares or, subject to certain exceptions described below, preferred shares is entitled to one vote for each share represented at the meeting.

Upon the occurrence of a “special cause” (such as the acquisition of shares representing rights to exercise 15% or more of the votes that can be exercised on AEGON’s shares, a tender offer for AEGON’s shares or a proposed business combination or a filing with any anti-trust, insurance or other regulatory authority in any

jurisdiction in relation to or in contemplation of any present or future tender offer or business combination, by any person or group of persons whether individually or as a group, other than in a transaction supported by the Executive Board and Supervisory Board, or any other circumstance in which, in the opinion of Vereniging AEGON, Vereniging AEGON not exercising full voting power would seriously harm the interests of AEGON and the business connected with it) Vereniging AEGON will be entitled to exercise 25/12 votes per preferred share for up to six months per “special cause”. Vereniging AEGON will determine in its sole discretion whether a “special cause” exists and if it is of the opinion that a “special cause” exists, it will communicate this to AEGON’s general meeting of shareholders.

A general meeting of shareholders is required to be held not later than June 30 in each year. General meetings of shareholders are called by AEGON’s Supervisory Board or AEGON’s Executive Board and are required to be held in The Hague, the Netherlands or certain other cities in the Netherlands. In order to attend a general meeting of shareholders, holders of bearer shares must produce evidence that such shares were held on a date specified in the notice of the meeting. Holders of registered shares must be listed on a date specified in the notice of the meeting as being the holders of shares in a register, irrespective of whether or not they are the owners of such shares on the date of the meeting.

Action is taken at general meetings by an absolute majority of the votes cast unless a larger majority is explicitly provided by law or by the articles of incorporation.

AEGON may not vote shares held by it as treasury shares.

Vereniging AEGON

As of September 19, 2003, Vereniging AEGON, AEGON’s largest shareholder, held 100% of the outstanding preferred shares and 11.7% of the outstanding common shares (excluding shares held by AEGON as treasury shares). These holdings, under normal circumstances, give Vereniging AEGON 23.3% of AEGON’s voting shares. Based on its holdings at September 19, 2003, upon the occurrence of a “special cause”, Vereniging AEGON would have 32.8% of the total voting power of AEGON’s outstanding voting shares. Vereniging AEGON is a membership association under Netherlands law. One of the principal characteristics of a membership association is that it has no share capital. The major objective of Vereniging AEGON is to promote the direct and indirect interests of AEGON Group companies, as well as insured parties, employees, shareholders and other relations of those companies. Vereniging AEGON expects to achieve its objective by, among other things, holding shares of AEGON and exercising voting rights attributable to those shares. The table below shows the ownership percentage of Vereniging AEGON as of September 19, 2003.

Title of Class	Number Owned	Percent of Class Outstanding
Common Shares	171,974,055	11.7%
Preferred Shares	221,900,000	100%

Vereniging AEGON has two administrative bodies: the general meeting of members and the executive committee. The general meeting of members currently consists of 23 individuals who were elected as members of Vereniging AEGON. Of these 23 individuals, 21 represent a broad cross-section of Netherlands society, and are called “elected members”. The two other members are required to be nominated from the AEGON Executive Board. No employee (or former employee) of AEGON or its subsidiaries may be an elected member of Vereniging AEGON. The composition of the executive committee allows between five and eight members, of which two are required to be members of AEGON’s Executive Board.

Appointment of the AEGON Supervisory Board and Executive Board

AEGON has a two-tier management system consisting of an executive board and a supervisory board. Members of both the Supervisory Board and the Executive Board are appointed and can be removed only by the General Meeting of Shareholders. If a seat on the Supervisory Board or the Executive Board is vacant, the Supervisory Board will nominate one or more candidates for appointment. A resolution of the General Meeting of Shareholders to appoint a person who has not been nominated by the Supervisory Board or to suspend or remove a member of the Supervisory Board or of the Executive Board other than pursuant to a proposal of the Supervisory Board will require a two-thirds majority vote in a General Meeting of Shareholders representing over 50 percent of AEGON’s issued share capital. The number of members of the Supervisory Board is determined from time to time by the Supervisory Board but may not consist of less than seven members.

Shareholder Proposals

Proposals by shareholders are required to be placed on the agenda of a general meeting of shareholders, but only if such proposals have been made by the holder or holders of at least 0.1% of the total common shares issued and are submitted in writing to AEGON at least two months and not more than three months prior to the meeting, unless in the opinion of the Supervisory Board and the Executive Board there are important company interests that should prevent this from happening.

Amendment of Articles

AEGON’s articles of incorporation may be amended at any general meeting of shareholders by an absolute majority of the votes cast. Any amendment of the articles of incorporation must have been proposed by the Executive Board and approved by the Supervisory Board.

Annual Accounts

Each year, the Executive Board prepares AEGON’s annual accounts with respect to the previous calendar year, accompanied by a certificate of an independent certified public accountant certifying such annual accounts. The annual accounts are submitted for adoption to the annual general meeting of shareholders by the Executive Board, and the Executive Board is also required to present to the annual general meeting of shareholders a report of management with respect to the previous calendar year.

Liquidation Rights

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

Preemptive Rights

Except in certain instances prescribed by law, the holders of common shares have preemptive rights on a pro rata basis to purchase any common shares to be issued. Holders of preferred shares, as such, have no preemptive rights in respect of any common shares.

Preemptive rights in respect of common shares may be restricted or excluded by a resolution of the general meeting of shareholders, adopted upon a proposal of the Executive Board which is approved by the Supervisory Board. See “Issuance of Additional Shares” below. In the notice of the meeting, the reasons for the proposal to restrict or exclude the preemptive rights in respect of common shares and the intended issue price must be explained in writing. Preemptive rights may also be restricted or excluded by the Executive Board if a resolution

is adopted by a general meeting of shareholders that confers this power on the Executive Board for a maximum of five years. This power may from time to time be extended, but never for a period longer than five years. A resolution of the general meeting that confers this power to the Executive Board can only be adopted at the proposal of the Executive Board which is approved by the Supervisory Board. A resolution adopted at the general meeting of shareholders or taken by the Executive Board to restrict or exclude the preemptive rights in respect of common shares requires the approval of the Supervisory Board. A resolution of the general meeting to restrict or exclude the pre-emptive rights or to confer this power to the Executive Board shall require a majority of not less than two-thirds of the votes cast if less than one-half of AEGON’s issued capital is represented at the meeting. If AEGON makes a rights offering to the holders of common shares, the rights of holders of New York Shares to exercise the rights offered may be subject to a restriction that permits AEGON to sell those rights in a manner to be determined by the Executive Board and to remit the cash proceeds of that sale to the holders of New York Shares if the additional common shares are not registered under the Securities Act of 1933.

Issuance of Additional Shares

Shares of AEGON’s authorized but unissued capital stock may be issued at such times and on such conditions as may be determined at a general meeting of shareholders or by the Executive Board if authorized by the shareholders. At the general meeting of shareholders held on April 17, 2003, the shareholders authorized the Executive Board for a period of 18 months effective April 17, 2003 subject to the approval of the Supervisory Board:

(a)

to issue shares and grant rights to acquire shares up to the amount of AEGON’s authorized capital; and

(b)

to restrict or exclude shareholders’ preemptive rights with regard to the issuance of shares and rights to acquire shares.

At the same general meeting, the shareholders revoked a similar authorization to the Executive Board granted at the general meeting of shareholders held April 18, 2002. In respect of the issuance of common shares and the granting of rights to acquire shares without preemptive rights, the authority given under clause (a) is annually limited to:

•

1% of the capital, if it concerns the granting of rights relating to common shares to employees or management of any AEGON Group company pursuant to a group-wide incentive plan; or

•

10% of the capital, plus an additional 20% of the capital, if the issuance occurs on the occasion of the acquisition of an enterprise or a corporation.

For the purposes of this paragraph, the term “capital” means the par value amount of the common share capital issued at the moment this authority is used for the first time in a certain year. The authorizations described above may only be withdrawn by a resolution of the general meeting of shareholders following a proposal by the Executive Board that has been approved by the Supervisory Board.

Pursuant to the 1983 Merger Agreement with AEGON, as amended May 26, 2003, Vereniging AEGON has the option to take additional preferred shares to protect itself against dilution of its voting power to less than approximately 33 percent as a result of a new share issuance by AEGON. Pursuant to this option, Vereniging AEGON has the right to purchase from AEGON preferred shares each time AEGON issues common shares that would dilute the voting power of Vereniging AEGON to below 33 percent. Any new preferred shares issued pursuant to this option will be designated as class B preferred shares. Vereniging AEGON may purchase as many class B preferred shares as would enable it to prevent or correct the dilution, to a maximum of the non-issued part of the class B preferred shares included from time to time in AEGON’s authorized capital. The class B preferred shares will be issued at an exercise price equal to their par value, unless otherwise agreed. See Item 4, “Information on the Company”—“Recent Developments and Capital Expenditures and Divestments”, in AEGON’s Form 20-F for the financial year ended December 31, 2002 for a discussion of the amendment of the Merger Agreement. On May 26, 2003, the existing preferred shares were designated class A preferred shares.

Repurchase by AEGON of its Shares

Subject to certain restrictions contained in the laws of the Netherlands and AEGON’s articles of incorporation, the Executive Board may cause AEGON to purchase its own shares, provided that the total number of shares so repurchased together with shares already held in treasury by AEGON or any subsidiary thereof may not exceed, in the aggregate, 10% of the issued capital. These purchases may be made only upon authorization by the general meeting of shareholders, which authorization is valid for a maximum of 18 months and must include the number of shares to be acquired, the way in which they may be acquired and the minimum and maximum purchase price. At the general meeting of shareholders held April 17, 2003, the shareholders authorized the Executive Board for a period of 18 months to acquire shares up to the maximum number allowed by law and AEGON’s articles of incorporation, for a consideration not to exceed 10% of the quoted local market price.

Certificates for Common Shares and their Transfer

Certificates evidencing common shares are issuable, subject to the restrictions described below, in bearer or registered form, as the holder may elect. Certificates issued by the New York registrar are in registered form and are printed in the English language. Bearer shares are evidenced by certificates printed only in the Dutch language. Common shares in bearer form and New York Shares may be held by residents as well as non-residents of the Netherlands. Only common shares in bearer form may be traded on Euronext Amsterdam and the London, Frankfurt, Tokyo exchanges as well as the SWX Swiss stock exchange. Only New York Shares may be traded on the New York Stock Exchange.

Upon presentation of a bearer certificate to AEGON’s Netherlands transfer agent, accompanied by a request that the shares evidenced by that certificate be transferred to New York Shares, the Netherlands transfer agent will cancel the bearer shares and will instruct AEGON’s New York transfer agent to issue a New York Share certificate evidencing those shares. Similarly, upon presentation to the New York transfer agent of New York Shares accompanied by an appropriate request, the New York transfer agent will cancel those New York Shares and will instruct the Netherlands transfer agent to issue a bearer share certificate evidencing those shares.

Transfers of common shares in bearer form are accomplished by delivery of the share certificates. New York Shares may be transferred on the books of AEGON at the office of the New York transfer agent by surrendering the New York Shares with the deed of transfer on the New York Shares or in a separate instrument completed in full and signed by the transferor. Upon surrender, AEGON, acting through its New York transfer agent, will either note the transfer on the surrendered New York Shares or issue replacement New York Shares registered in the name of the new owner. In addition, a shareholder is entitled, upon written request to AEGON and the surrender for cancellation of any share certificate previously issued, to have his name entered in the register of shareholders with respect to the shares owned by him and to receive, in lieu of a certificate, a non-negotiable declaration of registration of those shares.

DESCRIPTION OF DEBT SECURITIES

The following is a summary of the general terms of the debt securities. If the debt securities are offered as part of a global offering, this prospectus only covers offers and sales initially made in the U.S. and resales into the U.S. Each time that we issue debt securities pursuant to this prospectus we will file with the SEC a prospectus supplement and, if applicable, a pricing supplement, that you should read carefully. The prospectus supplement or, if applicable, the pricing supplement will contain the specific terms applicable to those debt securities. The terms presented here, together with the terms contained in the prospectus supplement and, if applicable, the pricing supplement will be a description of the material terms of the debt securities. You should also read the indenture under which we will issue the debt securities, which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. The terms of the debt securities include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

General

The debt securities will be issued by AEGON, AFC or AFC II, as the case may be, under an indenture with Citibank, N.A.

Any debt securities issued by AFC or AFC II will be guaranteed by AEGON. See “DESCRIPTION OF GUARANTEES” below. The total principal amount of debt securities that can be issued under the indenture is unlimited. The indenture does not limit the amount of other debt, secured or unsecured, that we may issue. We may issue the debt securities in one or more series.

The prospectus supplement and, if applicable, the pricing supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•

the issuer of the debt securities, AEGON, AFC or AFC II;

•

the price of the debt securities offered;

•

the title of the debt securities;

•

the total principal amount of the debt securities;

•

the date or dates, if any, on which the principal of and any premium on the debt securities will be payable;

•

any interest rate, the date from which interest will accrue, interest payment dates and record dates for interest payments;

•

whether the debt securities are senior or subordinated debt securities and, if subordinated, the ranking of such debt securities in relation to other senior or subordinated debt securities;

•

the places at which payments of principal and interest are payable;

•

the terms of any optional or mandatory redemption, including the price for the redemption;

•

any sinking fund provisions;

•

the terms of any payments on the debt securities that will be payable in foreign currency or currency units or another form;

•

the terms of any payments that will be payable by reference to any index or formula;

•

any changes or additions to the events of default or covenants described in this prospectus;

•

whether debt securities will be issued as discount securities and the amount of any discount;

•

whether the debt securities will be represented by one or more global securities;

•

whether the debt securities will be issued in registered or bearer form, and any restrictions that may apply;

•

any terms for the conversion or exchange of the debt securities for other securities of AEGON Group companies or any other entity (including any related cash-out option); and

•

any other terms of the debt securities.

We have the ability under the indenture to “reopen” a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of the series. We are also permitted to issue debt securities with the same terms as previously issued debt securities. Unless otherwise indicated in the related prospectus supplement or, if applicable, the pricing supplement, the debt securities will not be listed on any securities exchange.

The senior debt securities will be unsecured, unsubordinated indebtedness and will rank equally with all other unsecured and unsubordinated debt of their issuer. The subordinated debt securities will be unsecured indebtedness and will be subordinated in right of payment to existing and future debt of their issuer as set forth in the related prospectus supplement or, if applicable, the relevant pricing supplement. See “Subordination” below.

Some of the debt securities may be sold at a substantial discount below their stated principal amount. These debt securities will either bear no interest or will bear interest at a rate which at the time of issuance is below market rates. U.S. Federal income tax consequences and other special considerations applicable to discounted debt securities are discussed below under “Taxation in the United States” and may be discussed further in the prospectus supplement or, if applicable, the pricing supplement relating to these debt securities.

On June 30th, 2003 AEGON had outstanding EUR 8,901,989,180 in aggregate principal amount of debt on a consolidated basis. AEGON had outstanding EUR 3,438,020,904 of senior debt securities, EUR 2,096,716,363 of subordinated debt securities and EUR 3,367,251,913 of debt of its consolidated subsidiaries. AEGON had no secured debt. AFC and AFC II had outstanding EUR 2,072,648,544 and EUR 350 million, respectively, in aggregate principal amount of senior debt securities and no secured or subordinated debt securities. Neither AFC nor AFC II has any subsidiaries.

In addition to AEGON’s consolidated debt, AEGON’s indirectly wholly owned subsidiary, Transamerica Finance, had outstanding EUR 2,418,030,782, which is not consolidated in the financial statements of AEGON under Dutch generally accepted accounting principles.

Governing Law

The indenture and the guarantees will be governed by and construed in accordance with the laws of the State of New York. The laws of the State of New York would not require the trustee to pursue or exhaust its legal and equitable remedies against AFC or AFC II, as the case may be, prior to exercising its rights under the guarantee relating to guaranteed debt securities issued by AFC or AFC II. We cannot assure you that a Netherlands court would give effect to this provision. However, AEGON will waive any right to require a proceeding against AFC or AFC II before its obligations under the guarantees of debt securities of AFC or AFC II shall become effective. There are no limitations under the laws of the Netherlands or the articles of incorporation of AEGON on the right of non-residents of the Netherlands to hold the debt securities issued by AEGON.

Form, Exchange and Transfer

Unless otherwise specified in the related prospectus supplement or, if applicable, the related pricing supplement, the debt securities of each series will be issuable in fully registered form, without coupons, in denominations of $1,000 and integral multiples thereof.

Unless otherwise specified in the related prospectus supplement, or, if applicable, the related pricing supplement, any payments of principal, interest and premium on registered debt securities will be payable and, subject to the terms of the indenture and the limitations applicable to global securities, debt securities may be transferred or exchanged, at any office or agency we maintain for such purpose, without the payment of any service charge except for any applicable tax or governmental charge.

Global Securities

The debt securities of a series may be issued in the form of one or more global certificates that will be deposited with a depositary identified in a prospectus supplement or, if applicable, the related pricing supplement. Unless a global certificate is exchanged in whole or in part for debt securities in definitive form, a global certificate may generally be transferred only as a whole and only to the depositary or to a nominee of the depositary or to a successor depositary or its nominee.

Unless otherwise indicated in any prospectus supplement, or, if applicable, the related pricing supplement, The Depositary Trust Company (DTC) will act as depositary. Beneficial interests in global certificates will be shown on records maintained by DTC and its participants and transfers of global certificates will be effected only through these records.

DTC has provided us the following information, and we take no responsibility for its accuracy. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the clearance and recording of the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participant’s accounts. This eliminates the need for physical exchange of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Other organizations such as securities brokers and dealers, banks and trust companies that work through a participant, either directly or indirectly use DTC’s book-entry system. The rules that apply to DTC and its participants are on file with the SEC.

Pursuant to DTC’s procedures, upon the sale of debt securities represented by a global certificate to underwriters, DTC will credit the accounts of the participants designated by the underwriters with the principal amount of the debt securities purchased by the underwriters. Ownership of beneficial interests in a global certificate will be shown on DTC’s records (with respect to participants), by the participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain persons take physical delivery in definitive form of the securities that they own. Consequently, the ability to transfer beneficial interests in a global certificate may be limited.

We will wire principal and interest payments with respect to global certificates to DTC’s nominee. We and the trustees under the indenture will treat DTC’s nominee as the owner of the global certificates for all purposes. Accordingly, we, the trustee and the paying agent will have no direct responsibility or liability to pay amounts due on the global certificates to owners of beneficial interests in the global certificates.

It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit participants, accounts on the payment date according to their beneficial interests in the global certificates as shown on DTC’s records. Payments by participants to owners of beneficial interests in the global certificates will be governed by standing instructions and customary practices between the participants and the owners of beneficial interests in the global certificates, as is the case with securities held for the account of customers registered in “street name”. However, payments will be the responsibility of the participants and not of DTC, the trustee or us.

Debt securities of any series represented by a global certificate will be exchangeable for debt securities in definitive form with the same terms in authorized denominations only if:

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DTC notifies us that it is unwilling or unable to continue as depositary, or DTC is no longer eligible to act as depositary, and we do not appoint a successor depositary within 90 days; or

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we determine not to have the debt securities of a series represented by global certificates and notify the trustee of our decision.

So long as DTC or its nominee is the registered owner and holder of the global notes, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the senior notes represented by the global notes for all purposes under the indenture. Except as provided below, you, as the beneficial owner of interests in the global notes, will not be entitled to have senior notes registered in your name, will not receive or be entitled to receive physical delivery of senior notes in definitive form and will not be considered the owner or holder thereof under the indenture. Accordingly, you, as the beneficial owner, must rely on the procedures of DTC and, if you are not a DTC participant, on the procedures of the DTC participants through which you own your interest, to exercise any rights of a holder under the indenture.

Neither we, the trustee, nor any other agent of ours or agent of the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in global notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. DTC’s practice is to credit the accounts of DTC’s direct participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in a security as shown on the records of DTC, unless DTC has reason to believe that it will not receive payment on the payment date. The underwriters will initially designate the accounts to be credited. Beneficial owners may experience delays in receiving distributions on their senior notes because distributions will initially be made to DTC and they must be transferred through the chain of intermediaries to the beneficial owner’s account. Payments by DTC participants to you will be the responsibility of the DTC participant and not of DTC, the Trustee or us. Accordingly, we and any paying agent will have no responsibility or liability for: any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in senior notes represented by a global securities certificate; any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global securities certificate held through those participants; or the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

We have been informed that, under DTC’s existing practices, if we request any action of holders of senior notes, or an owner of a beneficial interest in a global security such as you desires to take any action which a holder of senior notes is entitled to take under the indenture, DTC would authorize the direct participants holding the relevant beneficial interests to take such action, and those direct participants and any indirect participants would authorize beneficial owners owning through those direct and indirect participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Payments of Additional Amounts

The issuer or guarantor will make all payments on the debt securities of that series without withholding or deduction for any taxes, or other governmental charges in effect on the date of issuance of the debt securities of that series or imposed in the future by or on behalf of the Netherlands, in the case of AEGON, or the United States, in the case of AFC or AFC II, or any authority in the Netherlands or the United States, as applicable. In the event any Netherlands, in the case of payments by AEGON, or United States, in the case of payments by AFC or AFC II, taxes or other charges are imposed on payments on any debt security of that series held by you, the issuer or guarantor will pay to you such additional amounts as may be necessary so that the net amounts receivable by you after any payment, withholding or deduction of tax or charge will equal the amounts of principal, any interest and any premium which would have been receivable on the debt security if there were no such payment, withholding or deduction; provided, however , that (a) in the case of payments by AEGON, the amounts with respect to any Netherlands taxes shall be payable only to holders that are not residents in the Netherlands for purposes of its tax laws; and (b) in the case of payments by AFC or AFC II, the amounts with

respect to any United States taxes shall be payable only to holders that are non-U.S. persons not resident in the United States, foreign corporations or certain trusts or estates not subject to taxes, for United States tax purposes, and provided further , that the issuer or guarantor shall not be required to make any payment of any additional amounts on account of:

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in the case of payments by AEGON, your being a resident of the Netherlands or having some connection with the Netherlands or United States (in the case of Netherlands taxes) other than the mere holding of the debt security or the receipt of principal, any interest, or any premium on the debt security;

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in the case of payments by AFC or AFC II, your being a resident of the United States or having some connection with the United States (in the case of United States taxes) other than the mere holding of the debt security or the receipt of principal, and interest, or any premium on the debt security;

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your presentation of the debt security for payment more than 30 days after the later of (1) the due date for such payment or (2) the date we provide funds to make such payment to the trustee;

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any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

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any tax, assessment or other governmental charge payable other than by withholding from payments on the debt security;

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in the case of payments by AFC or AFC II, with respect to United States taxes, any tax imposed by reason of the holder’s past or present status as a tax-exempt organization with respect to the United States or as a corporation which accumulates earnings to avoid United States Federal income tax;

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any tax, assessment or other governmental charge which would not have been imposed or withheld if the holder had declared his or her non-residence in the Netherlands, in the case of payments by AEGON, or the United States, in the case of payments by AFC or AFC II, or made a similar claim for exemption so that, upon making the declaration or the claim, the holder would either have been able to avoid the tax, assessment or charge or to obtain a refund of the tax, assessment or charge;

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any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, premium, if any, or any interest on, any debt security, if such payment can be made without such withholding by any other paying agent;

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any withholding or deduction imposed on a payment under any debt security which is required to be made pursuant to a European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such directive; or

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any combination of items above,

nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or any interest on any debt security to any holder who is a fiduciary, a partnership or a beneficial owner and who is other than the sole beneficial owner of the payment to the extent the fiduciary or a member of the partnership or a beneficial owner would not have been entitled to any additional amount had it been the holder of the debt security.

Tax Redemption

If the prospectus supplement or, if applicable, the pricing supplement for a particular series of debt securities so provides, the issuer or guarantor may redeem that series of debt securities before its maturity, in whole but not in part, if, at any time after the date of issuance of that series of securities, as a result of any:

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amendment to, or change in, the laws of the Netherlands, in the case of payments by AEGON, or the United States, in the case of payments by AFC or AFC II, or any political subdivision thereof; or

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change in the application or official interpretation of such laws or regulations,

where the amendment or change becomes effective after the date of the issuance of the series of debt securities, the issuer or guarantor become, or will become, obligated to pay any additional amounts as provided above under “Payments of Additional Amounts” and cannot reasonably avoid such obligation.

Before the issuer or guarantor may redeem debt securities of a particular series as provided above, the issuer or guarantor must deliver to the trustee at least 30 days, but not more than 60 days, prior to the date fixed for redemption:

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a written notice stating that the debt securities of a particular series are to be redeemed, specifying the redemption date and other pertinent information; and

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an opinion of independent legal counsel selected by us to the effect that, as a result of the circumstances described above, we have or will become obligated to pay any additional amounts.

The issuer or guarantor will give you at least 30 days’, but not more than 60 days’, notice before any tax redemption of a series of securities. On the redemption date, the issuer or guarantor will pay you the principal amount of your debt security, plus any accrued interest (including any additional amounts) to the redemption date.

Conversion or Exchange

The terms, if any, upon which debt securities of any series are convertible into or exchangeable for other securities will be set forth in the related prospectus supplement. These terms may include the conversion price, the conversion period, provisions as to whether conversion or exchange will be at the option of the holders of that series of debt securities or at our option, any events requiring an adjustment of the conversion price, provisions affecting conversion in the event of the redemption of such series of debt securities and other relevant provisions relating to those securities.

Events of Default

The following are defined as events of default with respect to securities of any series outstanding under the indenture:

(a)

failure to pay principal or premium, if any, on any debt security of that series when due, and continuance of such a default beyond any applicable grace period;

(b)

failure to pay any interest on any debt security of that series when due, and continuance of such a default for a period of 30 days beyond any applicable grace period;

(c)

failure to deposit any sinking fund payment, when due and continuance of such a default beyond any applicable grace period, on any debt security of that series;

(d)

failure to perform any of our other covenants or the breach of any of the warranties in the indenture after being given written notice and continuance of such a default for a period of 90 days beyond any applicable grace period; and

(e)

certain events in bankruptcy, insolvency or reorganization of AEGON, AFC or AFC II.

If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may accelerate the maturity of the debt securities of that series (or, such portion of the principal amount of such debt securities as may be specified in a prospectus supplement). If an acceleration occurs, subject to specified conditions, the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series may rescind and annul such acceleration. Because each series of debt securities will be independent of each other series, a default in respect of one series will not necessarily in itself result in a default or acceleration of the maturity of a different series of debt securities.

Other than its duties in case of an event of default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless the holders offer the trustee reasonable indemnity. Subject to the indemnification of the trustee, the holders of a majority in aggregate

principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

A holder of debt securities of any series will not have any right to institute any proceeding with respect to the indenture unless:

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the holder previously gave written notice to the trustee of an event of default;

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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and have offered reasonable indemnity to the trustee to institute such proceeding as trustee; and

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the trustee fails to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer.

The limitations described above do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal, interest or premium on that debt security on or after the applicable due date specified in that debt security.

We will be required to furnish to each trustee annually a statement by our officers as to whether or not we are in default in the performance of any of the terms of the indenture.

Subordination

The indebtedness evidenced by the subordinated debt securities will, to the extent provided pursuant to the indenture with respect to each series of subordinated debt securities, be subordinate in right of payment to the prior payment in full of all of our senior debt, as defined, including any senior debt securities and any subordinated debt securities that are defined as senior debt for purposes of a particular series of subordinated debt securities. The prospectus supplement or, if applicable, the pricing supplement relating to any subordinated debt securities will summarize the subordination provisions of the indenture applicable to that series including:

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the applicability and effect of such provisions upon any payment or distribution of our assets to creditors upon any liquidation, bankruptcy, insolvency or similar proceedings;

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the applicability and effect of such provisions in the event of specified defaults with respect to senior debt, including the circumstances under which and the periods in which we will be prohibited from making payments on the subordinated debt securities; and

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the definition of senior debt applicable to the subordinated debt securities of that series including whether and to what extent the subordinated debt of that series shall be subordinated to other subordinated debt of their issuer.

In the event and during the continuation of any default in the payment of any senior debt continuing beyond any applicable grace period specified in the instrument evidencing that senior debt (unless and until the default shall have been cured or waived or shall have ceased to exist), no payments on account of principal, premium, if any, or interest, if any, on the subordinated debt securities or sums payable with respect to the conversion or exchange, if applicable, of the subordinated debt securities may be made pursuant to the subordinated debt securities.

Upon payment or distribution of our assets to creditors upon dissolution or winding-up or total or partial liquidation or reorganization, whether voluntary or involuntary in bankruptcy, insolvency, receivership or other proceedings, the holders of our senior debt will be entitled to receive payment in full of all amounts due on the senior debt before any payment is made by us on account of principal, premium, if any, or interest, if any, on the subordinated debt securities.

By reason of this subordination, in the event of our insolvency, holders of subordinated debt securities may recover less, ratably, and holders of senior debt may recover more, ratably, than our other creditors. The indenture does not limit the amount of senior debt that we may issue.

Limitation on Liens

Unless otherwise specified in a prospectus supplement or, if applicable, the pricing supplement relating to a series of debt securities, so long as any of the debt securities of that series remain outstanding, the issuer and its subsidiaries may not secure any indebtedness in respect of borrowed moneys having an original maturity of more than two years by granting security upon any of their present or future assets or revenues unless they effectively provide that the same or equal and ratable security (or other security acceptable to the trustee) is accorded to all debt securities of that series for so long as the secured indebtedness is so secured. This limitation does not apply to:

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security created over any shares in, assets of or securities owned by any subsidiaries that are not principally engaged in the business of life insurance and that do not contribute more than 10% of AEGON’s total aggregate consolidated gross premium income as reflected in its most recent annual audited financial statements;

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security created in the normal course of the insurance business carried on in a manner consistent with generally accepted insurance practice for that insurance business;

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security or preference arising by operation of any law;

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security over real property to secure borrowings to finance the purchase or improvement of that real property;

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security over assets existing at the time of the acquisition of those assets; and

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security not otherwise permitted by the above that secures borrowed money in an aggregate principal amount not exceeding 50% of AEGON’s total aggregate consolidated indebtedness with an original maturity of more than two years.

Defeasance

Unless otherwise indicated in the related prospectus supplement or, if applicable, the pricing supplement, we may elect, at our option at any time, to have the provisions of the indenture relating (a) to defeasance and discharge of indebtedness or (b) to defeasance of certain restrictive covenants apply to the debt securities of any series, or to any specified part of a series.

In order to exercise either option, we must irrevocably deposit, in trust for the benefit of the holders of those debt securities, money or U.S. government securities, or both, which, through the payment of principal and interest in accordance with their terms, will provide amounts sufficient to pay the principal of and any premium and interest on those debt securities on the respective stated maturities in accordance with the terms of the indenture and those debt securities. Any additional conditions to exercising these options with respect to a series of debt securities will be described in a related prospectus supplement.

If we meet all the conditions to clause (a) above and elect to do so, we will be discharged from all our obligations with respect to the applicable debt securities and if those debt securities are subordinated debt securities, the provisions relating to subordination will cease to be effective (other than obligations to register transfer of debt securities, to replace lost, stolen or mutilated certificates and to maintain paying agencies). We shall be deemed to have paid and discharged the entire indebtedness represented by the applicable debt securities and to have satisfied all of our obligations under the debt securities and the indenture relating to those debt securities.

If we meet all the conditions to clause (b) above and elect to do so, we may omit to comply with and shall have no liability in respect of certain restrictive covenants as described in the related prospectus supplement and, if those debt securities are subordinated debt securities, the provisions of the indenture relating to subordination will cease to be effective, in each case with respect to those debt securities.

Modification of the Indenture

Under the indenture, our rights and obligations and the rights of holders may be modified with the consent of the holders holding not less than a majority of the aggregate principal amount of the outstanding debt securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications or altering the provisions relating to the waiver of any past default, is effective against any holder without its consent. We and the trustee may also amend the indenture or any supplement to the indenture without the consent of the holders of any debt securities to evidence the succession or addition of another corporation to AEGON, AFC or AFC II, as the case may be, to evidence the replacement of the trustee with respect to one or more series of debt securities and for certain other purposes.

Consolidation, Merger or Disposition of Assets of AEGON, AFC or AFC II

We may not consolidate with or merge into, or sell or lease substantially all of our assets to any person unless:

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the successor person expressly assumes our obligations on the debt securities and under the indenture;

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any other conditions specified in the related prospectus supplement or, if applicable, the pricing supplement are met.

Concerning the Trustee

We and certain of our affiliates and subsidiaries may maintain deposit account and lines of credit and have other customary banking relationship with the trustee and its affiliates in the ordinary course of our and their respective businesses.

Pursuant to the Trust Indenture Act, should a default occur with respect to the debt securities constituting our senior debt securities or subordinated debt securities, the trustee would be required to resign as trustee with respect to the debt securities constituting either the senior debt securities or the subordinated debt securities under the indenture within 90 days of the default unless the default were cured, duly waived or otherwise eliminated or unless only senior debt securities or subordinated debt securities are outstanding under the indenture at the time of the default.

DESCRIPTION OF WARRANTS

We may issue warrants, including warrants to purchase debt securities, common shares or the equity or debt of issuers unaffiliated with us. If we issue warrants to purchase securities of issuers unaffiliated with us, the warrants will not be exercisable within one year of the date of sale of the warrants. We may issue warrants independently or together with any other securities, and they may be attached to or separate from those securities. We will issue the warrants under warrant agreements between us and a bank or trust company, as warrant agent. A description of the warrant agreement will be included in the prospectus supplement or, if applicable, the pricing supplement relating to the warrants that we offer. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

The following is a summary of the general terms of the warrants. Each time that we issue warrants pursuant to this prospectus we will file with the SEC a prospectus supplement, and, if applicable, a pricing supplement, that you should read carefully. The prospectus supplement and, if applicable, the pricing supplement will contain the specific terms applicable to those warrants. The terms presented here, together with the specific terms contained in the applicable prospectus supplement and, if applicable, the pricing supplement will be a description of the material terms of the warrants.

General

We will describe in the related prospectus supplement or, if applicable, the pricing supplement the terms of each series of warrants to purchase securities, which may include debt securities, common shares or the equity or debt of issuers unaffiliated with us, the warrant agreement relating to the warrants offered and the warrant certificates representing the warrants offered. These terms will include some or all of the following:

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the title of the warrants offered,

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the securities, which may include debt securities, common shares or the equity or debt of issuers unaffiliated with us, for which you may exercise the warrants,

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the aggregate number of the warrants,

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the number of securities that you may purchase upon exercise of each warrant, and the price or prices at which we will issue the warrants,

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the currency or currencies investors may use to pay for the warrants,

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the procedures and conditions relating to the exercise of the warrants,

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the designation and terms of any related securities issued with the warrants, and the number of warrants issued with each security,

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the date, if any, from which you may separately transfer the warrants and the related securities,

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the date on which your right to exercise the warrants commences, and the date on which your right expires,

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whether we will issue the warrants or the underlying securities in registered form or bearer form,

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information with respect to book-entry procedures, if any,

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the maximum or minimum number of warrants which you may exercise at any time,

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if applicable, a discussion of material United States federal income tax considerations,

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a description of your rights to institute and maintain any suit, action or proceeding to enforce your rights to exercise and receive the securities purchasable upon exercise of your warrants;

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a description of any antidilution provisions applicable to the warrants that would require adjustment of the number of securities purchasable or the exercise price of your warrants, or both;

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the identity of the warrant agent; and

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any other terms of the warrants, including terms, procedures and limitations relating to your exchange and exercise of the warrants.

We will also describe in the related prospectus supplement or, if applicable, the pricing supplement any provisions for a change in the exercise price or the expiration date of the warrants and the kind, frequency and timing of any notice to be given. You may exchange warrant certificates for new warrant certificates of different denominations and may exercise warrants at the corporate trust office of the warrant agent or any other office that we indicate in the related prospectus supplement or, if applicable, the pricing supplement. Prior to the exercise of your warrants, you will not have any of the rights of holders of the underlying securities purchasable upon exercise of the warrants and will not be entitled to dividend, interest or any other payments, if any, or voting rights of the underlying securities purchasable upon such exercise.

Enforceability of Rights; Governing Law

Each issue of warrants and the applicable warrant agreement will be governed by the laws of the State of New York.

DESCRIPTION OF GUARANTEES

In addition to guarantees in connection with debt securities issued by AFC or AFC II, we may issue guarantees in a variety of circumstances including in connection with one or more securities described in this prospectus, in connection with the obligations of any present or future subsidiary in addition to AFC and AFC II, or in connection with other transactions to be described in one or more prospectus supplements and, if applicable, pricing supplements. Except in connection with debt securities issued by AFC or AFC II, which will be issued without separate consideration, guarantees may be issued for consideration or without consideration. Guarantees may be subordinated or unsubordinated and may be contingent or non-contingent.

The following is a summary of the general terms of the guarantees. Each time that we issue guarantees pursuant to this prospectus, we will file with the SEC a prospectus supplement and, if applicable, a pricing supplement, that you should read carefully. The prospectus supplement and, if applicable, a pricing supplement will contain the specific terms applicable to those guarantees. The terms presented here, together with the terms contained in the prospectus supplement and, if applicable, a pricing supplement will be a description of the material terms of the guarantees. When we refer in this summary to guaranteed securities, we mean the securities to which the guarantee relates. When we refer in this summary to the issuer, we mean the issuer of the relevant guaranteed securities.

Guarantees of Debt Securities of AFC and AFC II

If AFC or AFC II issues the debt securities, AEGON will fully and unconditionally guarantee the due and punctual payment of the principal of, any premium and any interest on those debt securities, when and as these payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of senior debt securities will constitute an unsecured, unsubordinated obligation of AEGON and will rank equally with all other unsecured and unsubordinated obligations of AEGON. The guarantees of subordinated debt securities will constitute an unsecured obligation of AEGON and will be subordinated in right of payment to all senior indebtedness of AEGON as defined for purposes of each series of subordinated debt securities.

AEGON will (i) agree that its obligations under the guarantees will be as principal obligor and not merely as surety, and will be enforceable irrespective of any invalidity, irregularity or unenforceability of the guaranteed debt securities or the indenture and (ii) waive any right to require a proceeding against AFC or AFC II, as the case may be, before its obligations under the guarantees shall become effective. See “Enforcement of Civil Liabilities Against Foreign Persons”.

Other Guarantees

We may offer guarantees in a variety of circumstances that will be described in prospectus supplements and, if applicable, pricing supplements. For example, we may offer guarantees to holders of one or more series of debt securities of one or more of our direct or indirect subsidiaries as consideration for obtaining consent to amend or waive certain covenants and other terms of those securities and the indenture or indentures governing them. The relevant prospectus supplement and, if applicable, the pricing supplement will contain a description of the specific terms of the guarantees we may offer including the following:

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the title and issuer of the obligations to which the guarantee relates;

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whether and to what extent the obligations under the guarantee are contingent;

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any obligations to which the guarantee may be subordinated;

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to what extent the guarantee is issued in connection with an indenture or other instrument and the terms of any supplemental indenture or other instrument entered into in connection with the issuance of the guarantee;

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the principal amount of our obligation under the guarantee;

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any limits on assignment of the guarantee;

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any consideration to be received for the guarantee;

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any events of default under the guarantee; and

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any other terms or conditions associated with the guarantee.

The guarantee does not limit the amount of secured or unsecured debt that we may incur. We expect from time to time to incur additional debt that is senior to guarantees in right of payment.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts, including contracts obligating you to purchase from us, and us to sell to you, a specific number of common shares or other securities at a future date or dates. The price of common shares or other securities may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We may issue purchase contracts separately or as a part of units each consisting of a purchase contract and other securities, including debt or equity issued by us or debt obligations of third parties, including United States Treasury securities. The purchase contracts may require us to make periodic payments to you or vice versa and the payments may be unsecured or pre-funded on some basis. The purchase contracts may require you to secure your obligations in a specified manner including by depositing cash or securities forming a component of units issued by us or otherwise.

Each time that we issue purchase contracts pursuant to this prospectus we will file with the SEC a prospectus supplement and, if applicable, a pricing supplement, that you should read carefully. The prospectus supplement and, if applicable, the pricing supplement will contain the specific terms of those purchase contracts. The terms presented here, together with the specific terms contained in the prospectus supplement and, if

applicable, the pricing supplement will be a description of the material terms of the purchase contracts. The preceding description and any description of purchase contracts in the related prospectus supplement or, if applicable, the pricing supplement do not purport to be complete and are subject to and are qualified in their entirety by reference to the purchase contract agreement and, if applicable, collateral arrangements and depositary arrangements relating to such purchase contracts.

DESCRIPTION OF UNITS

We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Unless otherwise specified in the related prospectus supplement and, if applicable, the pricing supplement, each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may or may not be held or transferred separately, at any time or at any time before a specified date. The related prospectus supplement and, if applicable, the related pricing supplement, may describe:

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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;

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whether the units will be callable by the issuer;

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any conversion rights, penalties and restrictions;

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any antidilution, mandatory conversion or tax call provisions;

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whether the units will be issued in fully registered or global form; and

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any other terms of the units.

Each time that we issue units pursuant to this prospectus we will file with the SEC a prospectus supplement and, if applicable, a pricing supplement, that you should read carefully. The prospectus supplement and, if applicable, the pricing supplement will contain the terms of those units. The terms presented here, together with the specific terms contained in the prospectus supplement and, if applicable, the pricing supplement will be a description of the material terms of the units.

The preceding description and any description of units in the related prospectus supplement and, if applicable, the pricing supplement do not purport to be complete and are subject to and are qualified in their entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

TAXATION IN THE NETHERLANDS

This section describes the principal Netherlands tax consequences of the acquisition, holding, redemption and disposal of common shares in AEGON or an interest in the debt securities. This section does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant to a decision to acquire, hold, convert or dispose of the common shares or the debt securities. Each prospective investor should consult a professional tax adviser with respect to the tax consequences of an investment in the common shares or the debt securities. The discussion of certain Netherlands taxes set forth below is included for general information purposes only.

This section is based on the Netherlands tax legislation, published case law, treaties, rules, regulations and similar documentation in force as of the date of this prospectus, without prejudice to any amendments introduced at a later date and implemented with retroactive effect.

This section does not address the Netherlands tax consequences of a holder of the securities who holds a substantial interest (aanmerkelijk belang) in AEGON, within the meaning of Section 4.1 of the Income Tax Act of 2001. Generally speaking, a holder holds a substantial interest in AEGON, if such holder, alone or together with his or her partner (statutorily defined term) or certain other related persons where the holder is an individual, directly or indirectly, holds (i) an interest of five percent or more of the total issued capital of AEGON or of five percent or more of the issued capital of a certain class of shares of AEGON, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profit sharing rights of AEGON.

Additional discussion of the tax consequences associated with investing in warrants, units, purchase contracts or any other debt securities may be included in the related prospectus supplement or pricing supplement.

For the purposes of this discussion we have assumed that:

•

AFC and AFC II are not residents, nor deemed to be residents, of the Netherlands for Netherlands tax purposes;

•

a corporate holder does not hold, directly or indirectly, an interest of 5% or more of the total issued capital of AEGON, and

•

an individual holder, alone or together with his or her partner (statutorily defined term) or certain other related persons, does not hold, directly or indirectly, (a) an interest of 5% or more of the total issued capital of AEGON or 5% or more of a certain class of AEGON’s shares, (b) rights to acquire, directly or indirectly, such interest or (c) certain profit sharing rights in AEGON.

A holder that acquires an interest in excess of the thresholds mentioned above is strongly recommended to consult a professional tax adviser with respect to the Netherlands tax consequences of an investment in the common shares.

COMMON SHARES OF AEGON N.V.

Dividend Withholding Tax

Dividends and other revenue from the common shares will be generally subject to Netherlands dividend withholding tax at a rate of 25%. Dividends include:

•

distributions in cash or in kind including deemed and constructive distributions;

•

liquidation proceeds, proceeds on redemption of the common shares and, as a rule, the consideration for the repurchase of common shares by AEGON in excess of the average paid-in capital recognized for Netherlands dividend withholding tax purposes, unless the repurchase is exempt on the basis of Article 4c of the Dividend Tax Act 1965;

•

the par value of shares issued to a holder of common shares or an increase of the par value of common shares, except when the increase is funded out of AEGON’s paid-in capital as recognized for Netherlands dividend withholding tax purposes; and

•

partial repayments of paid-in capital, if and to the extent there are net profits, unless the general meeting of the shareholders of AEGON has resolved in advance to make such repayment and provided that the nominal value of the common shares concerned has been reduced by an equal amount by way of an amendment of the articles of incorporation and the paid-in capital is recognized as capital for Netherlands dividend withholding tax purposes.

In general, AEGON is required to remit all amounts withheld as Netherlands dividend withholding tax to the Netherlands tax authorities.

Residents of the Netherlands . In general, the Netherlands dividend withholding tax withheld with respect to dividend distributions will be creditable for Netherlands income tax purposes for the beneficial owner thereof, or, subject to certain conditions, may be recoverable in whole or in part by the Netherlands resident beneficial owner of such dividend.

AEGON can refrain from withholding dividend withholding tax on the portion of the proceeds from the common shares in respect of which the temporary special distribution tax (as discussed below) is applicable, if the recipient of proceeds from the common shares is a resident of the Netherlands.

On request and if certain conditions are met, a refund of the Netherlands dividend withholding tax applies to Netherlands qualifying pension funds, certain exempt entities and Netherlands investment institutions as defined in Article 28 of the Corporate Income Tax Act 1969.

Non-residents of the Netherlands . If a holder is resident in a country other than the Netherlands and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between the Netherlands and such country, and the holder is the beneficial owner of the dividends and a qualifying resident for purposes of the treaty, the holder will, depending on the terms of the particular treaty, qualify for full or partial relief at source or for a refund (in whole or in part) of the Netherlands dividend withholding tax.

Residents of the United States that qualify for and comply with the procedures for claiming benefits under the income tax convention between the Netherlands and the United States (NL/U.S. income tax treaty) generally are eligible for a reduced Netherlands withholding tax rate of 15% on dividend income. The NL/U.S. income tax treaty provides a complete exemption for dividends received by exempt pension trusts and exempt organizations, as defined therein. A holder of the common shares will qualify for benefits under the NL/U.S. income tax treaty (subject to compliance with the procedures for claiming benefits) if the holder:

•

is the beneficial owner of the common shares and the dividends paid on those common shares;

•

is resident in the United States;

•

is not also resident in another jurisdiction;

•

does not hold the common shares in connection with the conduct of business in the Netherlands; and

•

is an individual, an exempt pension trust or exempt organization (as defined in the NL/U.S. income tax treaty), an estate or trust whose income is subject to U.S. taxation as the income of a resident, either in its hands or in the hands of its beneficiaries, or a corporation that is not subject to the treaty’s limitation of benefits provision.

AEGON can refrain from withholding Netherlands dividend withholding tax on the part of the dividend distribution in respect of which the distribution tax discussed below is applicable, if the recipient of the dividend distribution is a resident of the Netherlands, the Netherlands Antilles or Aruba, a member state of the European Union or a country with which the Netherlands has concluded a treaty for the avoidance of double taxation.

A recipient of a dividend on the common shares will not be entitled to an exemption, reduction or partial refund of Netherlands dividend withholding tax if the recipient is not considered the beneficial owner of such dividend. This is the case if:

•

in connection with the receipt of the dividend, the shareholder has agreed, as part of one or more related transactions, to pass the dividend in whole or in part to the benefit of a person that would otherwise be subject to a less favorable exemption from or refund of dividend withholding tax than the recipient of the dividend; and

•

the other person retains or acquires, directly or indirectly, an interest in the common shares on which the dividend was paid, comparable to the interest that person had before the related transactions were entered into.

Distribution Tax

AEGON is subject to a temporary special distribution tax at a rate of 20% to the extent that any “excessive” dividends are distributed on the common shares in the period from January 1, 2001 up to and including December 31, 2005. This distribution tax is a corporate income tax, not a creditable or refundable withholding tax. For purposes of this distribution tax, dividends are considered to be “excessive” when, during a particular calendar year, the total amount of dividends distributed exceeds the highest of the following three amounts:

•

4% of the market capitalization of AEGON at the beginning of the relevant calendar year;

•

twice the amount of the average annual dividends (exclusive of extraordinary dividends) by reference to the three calendar years immediately preceding January 1, 2001; or

•

the adjusted statutory income of AEGON for the preceding book year.

The temporary special distribution tax is not levied insofar as the aggregate amount of dividend distributions during the period January 1, 2001 through December 31, 2005 is in excess of the balance of the fair market value of the net assets at the end of the fiscal year that ended prior to January 1, 2001 reduced by the paid-in capital recognized for Netherlands tax purposes.

The distribution tax due is reduced pro rata for common shares that were held, at the time of the dividend distribution, for an uninterrupted period of three years, or, as of September 14, 1999, by individuals or entities (other than investment institutions as defined in the Corporate Income Tax Act 1969) holding at least 5% of AEGON’s nominal capital.

Corporate Income Tax and Individual Income Tax

Residents of the Netherlands . If a holder is subject to Netherlands corporate income tax, and the common shares are attributable to its business assets or deemed business assets, income derived from the common shares and gains realized upon the disposal of the common shares are generally taxable.

If a holder is an individual resident or deemed to be resident in the Netherlands for Netherlands tax purposes (including an individual who has opted to be taxed as a resident of the Netherlands), the income derived from the common shares and gains realized upon the disposal of the common shares are taxable at the progressive rates of the Income Tax Act 2001, if:

(i)

the holder of the common shares has an enterprise or an interest in an enterprise to which the common shares are attributable; or

(ii)

the income or gains qualify as “income from miscellaneous activities” ( resultaat uit overige werkzaamheden ) in the Netherlands within the meaning of Section 3.4 of the Income Tax Act 2001, which includes activities with respect to the common shares that exceed “regular, active portfolio management” ( normaal, actief vermogensbeheer ).

If the above-mentioned conditions (i) or (ii) do not apply to an individual holder of common shares, the actual income derived from common shares and the actual gains realized with respect to the common shares will not be taxable. Instead, the holder of the common shares will be taxed at a flat rate of 30% on deemed income from “savings and investments” ( sparen en beleggen ) within the meaning of Section 5.1 of the Income Tax Act 2001. This deemed income amounts to 4% of the average of the individual’s “yield basis” ( rendementsgrondslag ) within the meaning of Article 5.3 of the Income Tax Act 2001 at the beginning of the calendar year, and the individual’s yield basis at the end of the calendar year, insofar as the average exceeds a certain threshold. The fair market value of the common shares will be included in the individual’s yield basis.

Non-residents of the Netherlands . Dividend distributions on the common shares and capital gains realized upon the disposal of the common shares for a holder that is not resident nor deemed to be resident in the Netherlands for Netherlands tax purposes (and, in the case of an individual holder, has not opted to be taxed as a resident of the Netherlands) are not taxable in the Netherlands, provided that:

•

the holder does not have an enterprise or an interest in an enterprise that is carried on through a permanent establishment or a permanent representative in the Netherlands to which the common shares are attributable;

•

the holder is not entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands, other than by way of securities or through an employment contract, and to which enterprise the common shares are attributable; and

•

with respect to an individual holder, the dividend distributions or capital gains do not qualify as income from miscellaneous activities in the Netherlands within the meaning of Section 3.4 of the Income Tax Act 2001, which include the performance of activities in the Netherlands with respect to the common shares that exceed “regular, active portfolio management” ( normaal, actief vermogensbeheer ).

Gift and Inheritance Taxes

Residents of the Netherlands . Generally, gift and inheritance taxes will be due in the Netherlands in respect of an acquisition of the common shares by way of a gift by, or on the death of, an individual holder who, for the purposes of the Netherlands gift and inheritance tax, is resident or deemed to be resident in the Netherlands at the time of the gift or his or her death.

An individual of Netherlands nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax if he or she has been resident in the Netherlands during the ten years preceding the gift or his or her death. An individual of any other nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax only if he or she has been residing in the Netherlands at any time during the 12 months preceding the time of the gift.

Non-residents of the Netherlands . No gift or inheritance taxes will arise in the Netherlands in respect of an acquisition of the common shares by way of gift by, or as a result of the death of, an individual holder who is neither resident nor deemed to be a resident of the Netherlands, unless:

•

the individual holder at the time of the gift has, or at the time of his or her death had, an enterprise or an interest in an enterprise that is or was, in whole or in part, carried on through a permanent establishment or permanent representative to which the common shares are or were attributable;

•

the common shares are or were attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor is, or the deceased was, entitled, other than by way of securities or through an employment contract, to a share in the profits of that enterprise at the time of the gift or, as applicable, at the time of his or her death; or

•

in the case of a gift of the common shares by an individual who at the date of the gift was neither resident nor deemed to be resident in the Netherlands, such individual dies within 180 days after the date of the gift, if at the time of his or her death such individual was a resident or deemed to be a resident of the Netherlands.

Treaties. Treaties may limit the Dutch sovereignty to levy gift and inheritance tax.

Capital Tax

Netherlands capital tax will, in principle, be due by AEGON at the rate of 0.55% of the fair market value of any contribution to the capital of AEGON upon the issuance of the common shares.

Other Taxes and Duties

No Netherlands value added tax, capital duty, registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty will be due in the Netherlands by a holder in respect of or in connection with the subscription, issue, placement, allotment or delivery of the common shares.

DEBT SECURITIES OF AEGON, AFC AND AFC II

Withholding Tax

No Netherlands withholding tax is due upon payments of interest on the debt securities issued by AEGON or any of its subsidiaries that are residents of the Netherlands for Netherlands tax purposes; provided that the debt securities are considered debt for Netherlands tax purposes and do not in fact have the function of equity within the meaning of Article 10(1)(d) of the Corporate Income Tax Act 1969.

A debt security will be regarded as equity if:

the amount of the remuneration due is a function of the profit or the distribution of profit of the Netherlands resident borrower (or a related company) and the maturity date of the debt security exceeds 10 years or the debt security has no fixed maturity date; or

the amount of the remuneration due is partially a function of the profit or the distribution of profit of the Netherlands resident borrower (or a related company), and the non profit-related part of the remuneration amounts to less than 50% of the market interest rate applicable to non profit-dependent loans with a similar maturity date and the maturity date of the debt security exceeds 10 years or the debt security has no fixed maturity date; or

the amount of the remuneration is not a function of the profit or distribution of profit of the Netherlands resident borrower (or a related company), but the interest becomes due dependent on the profit or profit distribution, the debt security is subordinated and the debt security has no fixed maturity date or the maturity date exceeds 50 years.

Corporate Income Tax and Individual Income Tax

Residents of the Netherlands . If a holder of the debt securities is subject to Netherlands corporate income tax and the debt securities are attributable to its business assets or its deemed business assets, the income derived from the debt securities and gains realized upon the disposal of the debt securities will be taxable.

If a holder of the debt securities is an individual resident or deemed to be resident in the Netherlands for Netherlands tax purposes (including an individual who has opted to be taxed as a resident of the Netherlands), the income derived from the debt securities and gains realized upon the disposal of the debt securities are taxable at the progressive rates of the Income Tax Act 2001, if:

(i)

the holder of the debt securities has an enterprise or an interest in an enterprise, to which enterprise the debt securities are attributable; or

(ii)

such income or gains qualify as “income from miscellaneous activities” ( resultaat uit overige werkzaamheden ) within the meaning of Section 3.4 of the Income Tax Act 2001, which include activities with respect to the debt securities that exceed “regular, active portfolio management” ( normaal, actief vermogensbeheer ).

If the above-mentioned conditions (i) or (ii) do not apply to an individual holder of the debt securities, the actual income derived from debt securities and the actual gains realized with respect to the debt securities will not be taxable. Instead, the holder of the debt securities will be taxed at a flat rate of 30% on deemed income from “savings and investments” ( sparen en beleggen ) within the meaning of Section 5.1 of the Income Tax Act 2001. This deemed income amounts to 4% of the average of the individual’s “yield basis” ( rendementsgrondslag ) within the meaning of Article 5.3 of the Income Tax Act 2001 at the beginning of the calendar year and the individual’s yield basis at the end of the calendar year, insofar as the average exceeds a certain threshold. The fair market value of the common shares will be included in the individual’s yield basis.

Non-residents of the Netherlands . A holder of the debt securities that is not resident nor deemed to be resident in the Netherlands for Netherlands tax purposes (nor, in the case of an individual holder, has opted to be taxed as a resident of the Netherlands) is not taxable in respect of a payment on the debt securities or the gains realized upon the disposal of the debt securities, provided that:

•

the corporate holder or individual holder of the debt securities does not have an interest in a Netherlands enterprise to which Netherlands enterprise the debt securities are attributable;

•

the corporate holder or the individual holder of the debt securities is not entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands, other than by way of securities or through an employment contract, and to which enterprise the debt securities are attributable; or

•

in respect of an individual holder such payments and gains do not qualify as income from miscellaneous activities in the Netherlands within the meaning of Section 3.4 of the Income Tax Act 2001, which include the performance of activities in the Netherlands with respect to the debt securities that exceed “regular, active portfolio management” ( normaal, actief vermogensbeheer ).

Gift and Inheritance Taxes

Residents of the Netherlands . Generally, gift and inheritance taxes will be due in the Netherlands in respect of an acquisition of the debt securities by way of a gift by, or on the death of, an individual holder who for the purposes of the Netherlands gift and inheritance tax is resident or deemed to be resident in the Netherlands at the time of the gift or his or her death.

An individual of Netherlands nationality is deemed to be resident in the Netherlands for the purposes of the Netherlands gift and inheritance tax, if he or she has been resident in the Netherlands during the 10 years preceding the gift or his or her death. An individual of any other nationality is deemed to be resident in the Netherlands for the purposes of the Netherlands gift and inheritance tax only if he or she has been residing in the Netherlands at any time during the 12 months preceding the time of the gift.

Non-residents of the Netherlands . No gift or inheritance taxes will arise in the Netherlands in respect of an acquisition of the debt securities by way of gift by, or as a result of the death of, an individual holder who is neither resident nor deemed to be resident in the Netherlands, unless:

•

such individual holder at the time of the gift has or at the time of his or her death had, an enterprise or an interest in an enterprise that is carried on through a permanent establishment or a permanent representative in the Netherlands to which the debt securities are attributable;

•

the debt securities are or were attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor is or the deceased was entitled to a share in the profits of that enterprise, at the time of the gift or at the time of his or her death, other than by way of securities or through an employment contract; or

•

in the case of a gift of the debt securities by an individual who at the date of the gift was neither a resident nor deemed to be a resident of the Netherlands, such individual dies within 180 days after the date of the gift, if at the time of his or her death such individual was a resident or deemed to be a resident of the Netherlands.

Treaties. Treaties may limit the Dutch sovereignty to levy gift and inheritance tax.

Other Taxes and Duties

EU Directive on the Taxation of Savings Income

On June 3, 2003, the European Council of Economics and Finance Ministers agreed on proposals under which Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to or for the benefit of an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required to operate a withholding tax system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). The proposals are anticipated to take effect from January 1, 2005.

TAXATION IN THE UNITED STATES

This section describes certain material U.S. federal income tax consequences to beneficial holders of securities. This section addresses only the U.S. federal income tax considerations for holders that acquire the securities at their original issuance and hold the securities as capital assets. This section does not address all U.S. federal income tax matters that may be relevant to a particular prospective holder. Each prospective investor should consult a professional tax advisor with respect to the tax consequences of an investment in the securities. This section does not address tax considerations applicable to a holder of security that may be subject to special tax rules including, without limitation, the following:

•

financial institutions;

•

insurance companies;

•

dealers or traders in securities or currencies;

•

tax-exempt entities;

•

regulated investment companies;

•

persons that will hold the securities as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;

•

persons who hold the securities through partnerships or other pass-through entities;

•

holders that own (or are deemed to own) 10% or more of the voting shares of the relevant issuer or guarantor; and

•

holders that have a “functional currency” other than the U.S. dollar.

Further, this section does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests in a holder of security.

This discussion does not cover every type of security that may be issued under this prospectus. If we intend to issue a security of a type not described in this section, or if there are otherwise special tax consequences with respect to the security that are not covered herein, additional tax information will be provided in the prospectus supplement or pricing supplement for the applicable security.

This section is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations and judicial and administrative interpretations, in each case as in effect and available on the date of this prospectus. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

Each prospective investor should consult its own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of the securities.

For the purposes of this section, a “U.S. holder” is a beneficial owner of securities that is, for U.S. federal income tax purposes:

•

a citizen or resident of the United States;

•

a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States (including the District of Columbia);

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

If a partnership holds securities, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding securities should consult their tax advisor. A non-U.S. holder is a beneficial owner of securities that is not a U.S. holder.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

Common Shares of AEGON

Distributions . Subject to the discussion under “ Passive Foreign Investment Company Considerations ” below, the gross amount of any distribution (including any amounts withheld in respect of Netherlands withholding tax) actually or constructively received by a U.S. holder with respect to common shares will be taxable to the U.S. holder as a dividend to the extent of AEGON’s current and accumulated earnings and profits as determined under U.S. federal income tax principles. The U.S. holder will not be eligible for any dividends received deduction in respect of the dividend otherwise allowable to corporations. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and will be applied against and reduce, the U.S. holder’s adjusted tax basis in the common shares. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable to the U.S. holder as capital gain from the sale or exchange

of property. AEGON does not maintain calculations of its earnings and profits under U.S. federal income tax principles. If AEGON does not report to a U.S. holder the portion of a distribution that exceeds earnings and profits, the distribution will generally be taxable as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. The amount of any distribution of property other than cash will be the fair market value of that property on the date of distribution.

Under recently enacted U.S. legislation (the “new U.S. tax legislation”), certain dividends received by individual U.S. holders after December 31, 2002, will be subject to a maximum income tax rate of 15%. This reduced income tax rate is only applicable to dividends paid by “qualified corporations” and only with respect to shares held by a qualified U.S. holder (i.e., an individual) for a minimum holding period (generally, 61 days during the 120-day period beginning 60 days before the ex-dividend date). AEGON should be considered a qualified corporation under the new U.S. tax legislation. Accordingly, dividends paid by AEGON to individual U.S. holders on shares held for the minimum holding period may be eligible for a reduced income tax rate. Under the new U.S. tax legislation, the reduced tax rate for qualified dividends is scheduled to expire on December 31, 2008, unless further extended by Congress. Each prospective investor should consult its own tax advisor regarding the implications of the new legislation.

The amount of any distribution paid in a currency other than U.S. dollars (a “foreign currency”) including the amount of any withholding tax thereon, will be included in the gross income of a U.S. holder in an amount equal to the U.S. dollar value of the foreign currencies calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the foreign currencies are converted into U.S. dollars. If the foreign currencies are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currencies received in the distribution are not converted into U.S. dollars on the date of receipt, a U.S. holder will have a basis in the foreign currencies equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currencies will be treated as ordinary income or loss.

Dividends received by a U.S. holder with respect to common shares will be treated as foreign source income for the purposes of calculating that holder’s foreign tax credit limitation. Subject to certain conditions and limitations, and subject to the discussion in the next paragraph, any Netherlands income tax withheld on dividends may be deducted from taxable income or credited against a U.S. holder’s U.S. federal income tax liability. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by AEGON generally will constitute “passive income”, or, in the case of some U.S. holders, “financial services income”. In certain circumstances, a U.S. holder may be unable to claim foreign tax credits for foreign taxes imposed on a dividend if the U.S. holder (1) has not held the common shares for at least 16 days in the 30-day period beginning 15 days before the ex-dividend date, during which it is not protected from risk of loss; (2) is obligated to make payments related to the dividends; or (3) holds the common shares in arrangements in which the U.S. holder’s expected profit, after non-U.S. taxes, is insubstantial. Under the new U.S. tax legislation, the amount of the qualified dividend income paid by AEGON to a U.S. holder that is subject to the reduced dividend income tax rate and that is taken into account for purposes of calculating the U.S. holder’s U.S. foreign tax credit limitation must be reduced by the “rate differential portion” of such dividend (which, assuming a U.S. holder in the highest income tax bracket, would generally require a reduction of the dividend amount by approximately 57.14%). Each prospective investor should consult its own tax advisor regarding the implication of the new U.S. tax legislation on the calculation of U.S. foreign tax credits.

In general, upon making a distribution to shareholders, AEGON is required to remit all amounts withheld as Netherlands dividend withholding tax to the Netherlands tax authorities and, in such circumstances, the full amount of the taxes so withheld would generally (subject to certain limitations and conditions) be eligible for the U.S. holder’s foreign tax deduction or credit as described above. The Netherlands dividend withholding tax may not be creditable against a U.S. holder’s U.S. federal income tax liability, however, to the extent that AEGON is allowed to reduce the amount of dividend withholding tax paid to the Netherlands tax authorities by crediting

withholding tax imposed on certain dividends paid to AEGON. Currently, AEGON may, with respect to dividends received from qualifying non-Netherlands subsidiaries, credit taxes withheld from those dividends against the Netherlands withholding tax imposed on a dividend paid by AEGON up to a certain maximum amount. The credit reduces the amount of dividend withholding tax that AEGON is required to pay to the Netherlands taxing authorities but does not reduce the amount of tax AEGON is required to withhold from dividends paid to U.S. holders. In these circumstances, it is likely that the portion of taxes that AEGON is not required to pay to the Netherlands tax authorities with respect to dividends paid to U.S. holders would not qualify as a creditable tax for U.S. foreign tax credit purposes. Investors are urged to consult their tax advisers regarding the general creditability or deductibility of Netherlands withholding taxes.

A distribution of additional common shares to U.S. holders with respect to their common shares that is made as part of a pro rata distribution to all shareholders generally will not be subject to U.S. federal income tax unless U.S. holders can elect that the distribution be payable in either additional common shares or cash. AEGON expects that U.S. holders would have this option upon each distribution. Accordingly, a distribution of additional common shares to U.S. holders with respect to their common shares where U.S. holders may elect that distribution be payable in additional common shares or cash will be taxable under the rules described above.

Sale or Other Disposition of Shares . Subject to the discussion under “ Passive Foreign Investment Company Considerations ” below, a U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes upon the sale or exchange of common shares in an amount equal to the difference between the U.S. dollar value of the amount realized from such sale or exchange and the U.S. holder’s tax basis for those common shares. This gain or loss will be a capital gain or loss and will generally be treated as from sources within the United States, except that losses will be treated as foreign source to the extent the U.S. holder received dividends that were includable in the financial services income basket during the 24-month period prior to the sale. Prospective investors should consult their own tax advisors with respect to the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates that have held the common shares for more than one year) and capital losses (the deductibility of which is subject to limitations).

If a U.S. holder receives foreign currency upon a sale or exchange of common shares, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into U.S. dollars on the date received by the U.S. holder, the U.S. holder generally should not be required to recognize any gain or loss on such conversion.

When a U.S. holder’s basis in the common shares includes any amount recognized under the passive foreign investment company (“PFIC”) rules (described below) and the U.S. holder recognizes a loss on the transaction with respect to such amounts that exceeds certain specified thresholds, the U.S. holder may be required to specifically disclose certain information with respect to the transaction on its tax return under recently issued tax disclosure regulations. U.S. holders should consult their own tax advisors as to the applicability of these disclosure regulations.

Redemption of Common Shares . The redemption of common shares by AEGON will be treated as a sale of the redeemed shares by the U.S. holder (which is taxable as described above under “ Sale or Other Disposition of Shares ”) or, in certain circumstances, as a distribution to the U.S. holder (which is taxable as described above under “ Distributions ”).

Passive Foreign Investment Company Considerations . A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which either: (1) at least 75% of its gross income is passive income, or (2) on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income. In arriving at this calculation, AEGON must also include a pro rata portion of the income and assets of each

corporation in which it owns, directly or indirectly, at least a 25% interest. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions, but excludes any income derived in the active conduct of an insurance business by a corporation which is predominantly engaged in an insurance business. Based on AEGON’s estimated gross income, the average value of AEGON’s gross assets and the nature of AEGON’s active insurance business, AEGON does not believe that it will be classified as a PFIC in the current taxable year. AEGON’s status in any taxable year will depend on its assets and activities in each year and because this is a factual determination made annually at the end of each taxable year, there can be no assurance that AEGON will not be considered a PFIC for any future taxable year. If AEGON were treated as a PFIC in any year during which a U.S. holder owns common shares, certain adverse tax consequences could apply. Investors should consult their own tax advisors with respect to any PFIC considerations.

Debt Securities of AEGON, AFC and AFC II

Interest . Interest paid on the debt securities, other than interest on a discount note that is not qualified stated interest (each as defined below under “ Original Issue Discount ”), will be taxable to a U.S. holder as ordinary interest income at the time it is received or accrued, depending on the U.S. holder’s method of accounting for U.S. federal income tax purposes.

A U.S. holder utilizing the cash method of accounting for U.S. federal income tax purposes that receives an interest payment denominated in a foreign currency will be required to include in income the U.S. dollar value of that interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

If interest on a debt security is payable in a foreign currency, an accrual basis U.S. holder is required to include in income the U.S. dollar value of the amount of interest income accrued on a debt security during the accrual period. An accrual basis U.S. holder may determine the amount of the interest income to be recognized in accordance with either of two methods. Under the first accrual method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, the part of the period within the taxable year. Under the second accrual method, the U.S. holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. If the last day of the accrual period is within five business days of the date the interest payment is actually received, an electing accrual basis U.S. holder may instead translate that interest expense at the exchange rate in effect on the day of actual receipt. Any election to use the second accrual method will apply to all debt instruments held by the U.S. holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. holder and will be irrevocable without the consent of the U.S. Internal Revenue Service (the “IRS”).

A U.S. holder utilizing either of the foregoing two accrual methods will recognize ordinary income or loss with respect to accrued interest income on the date of receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a debt security). The amount of ordinary income or loss will equal the difference between the U.S. dollar value of the interest payment received (determined on the date the payment is received) in respect of the accrual period and the U.S. dollar value of interest income that has accrued during that accrual period (as determined under the accrual method utilized by the U.S. holder).

Foreign currency received as interest on the debt securities will have a tax basis equal to its U.S. dollar value at the time the interest payment is received. Gain or loss, if any, realized by a U.S. holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the United States for foreign tax credit limitation purposes.

Interest on the debt securities received by a U.S. holder will be treated as foreign source income for the purposes of calculating that holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, the interest on the debt securities should generally constitute “passive income”, or in the case of certain U.S. holders, “financial services income”.

Original Issue Discount . A debt security, other than a debt security with a term of one year or less (a “short-term note”), will be treated as issued at an original issue discount (“OID”, and a debt security issued with OID, a “discount note” ) for U.S. federal income tax purposes if the excess of the sum of all payments provided under the debt security, other than “qualified stated interest” payments (as defined below), over the issue price of the debt security is more than a “ de minimis amount” (as defined below). “Qualified stated interest” is generally interest paid on a debt security that is unconditionally payable at least annually at a single fixed rate. The issue price of the debt securities will be the first price at which a substantial amount of the debt securities are sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers.

In general, if the excess of the sum of all payments provided under the debt security other than qualified stated interest payments (the “stated redemption price at maturity”) over its issue price is less than 0.25% of the debt security’s stated redemption price at maturity multiplied by the number of complete years to its maturity (the “ de minimis amount”), then such excess, if any, constitutes “ de minimis OID” and the debt security is not a discount note. Unless the election described below under “ Election to Treat All Interest as OID ” is made, a U.S. holder of a debt security with de minimis OID must include such de minimis OID in income as stated principal payments on the debt security are made. The includable amount with respect to each such payment will equal the product of the total amount of the debt security’s de minimis OID and a fraction, the numerator of which is the amount of the principal payment made and the denominator of which is the stated principal amount of the debt security.

A U.S. holder will be required to include OID on a discount note in income for U.S. federal income tax purposes as it accrues, calculated on a constant-yield method, before the actual receipt of cash attributable to that income, regardless of the U.S. holder’s method of accounting for U.S. federal income tax purposes. Under this method, U.S. holders generally will be required to include in income increasingly greater amounts of OID over the life of the discount notes. Investors should consult their own tax advisors to determine the U.S. federal income tax implications of the constant-yield method and regarding the accrual of OID generally.

OID for any accrual period on a discount note that is denominated in, or determined by reference to, a foreign currency will be determined in that foreign currency and then translated into U.S. dollars in the same manner as interest payments accrued by an accrual basis U.S. holder, as described under “ Interest ” above. Upon receipt of an amount attributable to OID in these circumstances, a U.S. holder may recognize ordinary income or loss.

OID on a discount note will be treated as foreign source income for the purposes of calculating a U.S. holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, OID on a discount note should generally constitute “passive income” or, in the case of certain U.S. holders, “financial services income”.

Acquisition Premium . A U.S. holder that purchases a debt security for an amount less than or equal to the sum of all amounts payable on the debt security after the purchase date other than payments of qualified stated interest but in excess of its adjusted issue price and that does not make the election described below under “ Election to Treat All Interest as OID ” will have acquisition premium. Investors should consult their own tax advisors regarding the U.S. federal income tax implications of acquisition premium.

Market Discount . A debt security, other than a short-term note, will be treated as purchased at a market discount (a “market discount note”) if the debt security’s stated redemption price at maturity or, in the case of a discount note, the debt security’s “revised issue price”, exceeds the amount for which the U.S. holder purchased the debt security by at least 0.25% of the debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the debt security’s maturity. If such excess is not sufficient to cause the debt security to be a market discount note, then such excess constitutes “ de minimis market discount” and the debt security is not subject to the rules discussed in the following paragraphs. For these purposes, the “revised issue price” of a debt security generally equals its issue price, increased by the amount of any OID that has accrued on the debt security.

Any gain recognized on the maturity or disposition of a market discount note will be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on that debt security. Alternatively, a U.S. holder of a market discount note may elect to include market discount in income currently over the life of the debt security. Such an election shall apply to all debt instruments with market discount acquired by the electing U.S. holder on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the IRS.

Market discount on a market discount note will accrue on a straight-line basis unless the U.S. holder elects to accrue such market discount on a constant-yield method. Such an election shall apply only to the debt security with respect to which it is made and may not be revoked. A U.S. holder of a market discount note that does not elect to include market discount in income currently generally will be required to defer deductions for interest on borrowings allocable to that market discount note in an amount not exceeding the accrued market discount on that market discount note until the maturity or disposition of that market discount note.

Election to Treat All Interest as OID . A U.S. holder may elect to include in gross income all interest that accrues on a debt security using the constant-yield method as described under the heading “ Original Issue Discount ”, with the modifications described below. For the purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium.

In applying the constant-yield method to a debt security with respect to which this election has been made, the issue price of the debt security will equal its cost to the electing U.S. holder, the issue date of the debt security will be the date of its acquisition by the electing U.S. holder, and no payments on the debt security will be treated as payments of qualified stated interest. This election will generally apply only to the debt security with respect to which it is made and may not be revoked without the consent of the IRS. If this election is made with respect to a debt security with amortizable bond premium, then the electing U.S. holder will be deemed to have elected to apply amortizable bond premium against interest with respect to all debt instruments with amortizable bond premium (other than debt instruments the interest on which is excludible from gross income) held by the electing U.S. holder as of the beginning of the taxable year in which the debt security with respect to which the election is made is acquired or thereafter acquired. The deemed election with respect to amortizable bond premium may not be revoked without the consent of the IRS.

If the election to apply the constant-yield method to all interest on a debt security is made with respect to a market discount note, the electing U.S. holder will be treated as having made the election discussed above under “ Market Discount ” to include market discount in income currently over the life of all debt instruments held or thereafter acquired by such U.S. holder.

Debt Securities Subject to Redemption

Certain of the debt securities (1) may be redeemable at the option of the relevant issuer prior to their maturity (a “call option”) and/or (2) may be repayable at the option of the holder prior to their stated maturity (a “put option”). Debt securities containing such features may be subject to rules that are different from the general

rules discussed above. Investors intending to purchase debt securities with such features should consult their own tax advisors, since the OID consequences will depend, in part, on the particular terms and features of the purchased debt securities. The applicable prospectus supplement will contain additional discussion relating to the terms and features of such debt securities.

Short-Term Notes

Short-term notes will be treated as having been issued with OID. In general, an individual or other cash method U.S. holder is not required to accrue such OID unless the U.S. holder elects to do so. If such an election is not made, any gain recognized by the U.S. holder on the sale, exchange or maturity of the short-term debt note will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the U.S. holder for interest on borrowings allocable to the short-term note will be deferred until a corresponding amount of income is realized. U.S. holders who report income for U.S. federal income tax purposes under the accrual method are required to accrue OID on a short-term note on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).

Debt Securities Purchased at a Premium

A U.S. holder that purchases a debt security for an amount in excess of its principal amount may elect to treat such excess as amortizable bond premium. If this election is made, the amount required to be included in the U.S. holder’s income each year with respect to interest on the debt security will be reduced by the amount of amortizable bond premium allocable (based on the debt security’s yield to maturity) to such year. In the case of a debt security that is denominated in, or determined by reference to, a foreign currency, amortizable bond premium will be computed in units of foreign currency, and amortizable bond premium will reduce interest income in units of foreign currency. At the time amortizable bond premium offsets interest income, a U.S. holder realizes exchange gain or loss (taxable as ordinary income or loss) equal to the difference between exchange rates at that time and at the time of the acquisition of the debt securities. Any election to amortize bond premium shall apply to all bonds (other than bonds the interest on which is excludible from gross income) held by the U.S. holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. holder and is irrevocable without the consent of the IRS.

Sale, Exchange or Retirement of the Debt Securities

A U.S. holder’s tax basis in a debt security will generally equal its “U.S. dollar cost”, increased by the amount of any OID or market discount included in the U.S. holder’s income with respect to the debt security and the amount, if any, of income attributable to de minimis OID and de minimis market discount included in the U.S. holder’s income with respect to the debt security (each as determined above), and reduced by the amount of any payments with respect to the debt security that are not qualified stated interest payments and the amount of any amortizable bond premium applied to reduce interest on the debt security. The “U.S. dollar cost” of a debt security purchased with a foreign currency will generally be the U.S. dollar value of the purchase price on (1) the date of purchase or (2) in the case of a debt security traded on an established securities market (as defined in the applicable U.S. Treasury regulations), that is purchased by a cash basis U.S. holder (or an accrual basis U.S. holder that so elects), on the settlement date for the purchase. A U.S. holder will generally recognize gain or loss on the sale, exchange or retirement of a debt security equal to the difference between the amount realized on the sale, exchange or retirement and the tax basis of the debt security. The amount realized on the sale, exchange or retirement of a debt security for an amount in foreign currency will be the U.S. dollar value of that amount on the date of disposition, or in the case of debt securities traded on an established securities market (as defined in the applicable U.S. Treasury regulations) that are sold by a cash basis U.S. holder or by an accrual basis U.S. holder that so elects, on the settlement date for the sale.

Gain or loss recognized by a U.S. holder on the sale, exchange or retirement of a debt security that is attributable to changes in currency exchange rates will be ordinary income or loss and will consist of OID exchange gain or loss and principal exchange gain or loss. OID exchange gain or loss will equal the difference between the U.S. dollar value of the amount received on the sale, exchange or retirement of a debt security that is attributable to accrued but unpaid OID as determined by using the exchange rate on the date of the sale, exchange or retirement and the U.S. dollar value of accrued but unpaid OID as determined by the U.S. holder under the rules described above under “ Original Issue Discount ”. Principal exchange gain or loss will equal the difference between the U.S. dollar value of the U.S. holder’s purchase price of the debt security in foreign currency determined on the date of the sale, exchange or retirement, and the U.S. dollar value of the U.S. holder’s purchase price of the debt security in foreign currency determined on the date the U.S. holder acquired the debt security. The foregoing foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the U.S. holder on the sale, exchange or retirement of the debt security, and will generally be treated as from sources within the United States for U.S. foreign tax credit limitation purposes.

Any gain or loss recognized by a U.S. holder in excess of foreign currency gain recognized on the sale, exchange or retirement of a debt security would generally be U.S. source capital gain or loss (except to the extent such amounts are attributable to market discount, accrued but unpaid interest, or subject to the general rules governing contingent payment obligations). Prospective investors should consult their own tax advisors with respect to the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates that held the debt securities for more than one year) and capital losses (the deductibility of which is subject to limitations).

If a U.S. holder’s basis in a debt security includes accrued but unpaid OID and the U.S. holder recognizes a loss on the transaction with respect to such amounts that exceeds certain specified thresholds, the U.S. holder may be required to specifically disclose certain information with respect to the transaction on its tax return under recently issued tax disclosure regulations. U.S. holders should consult their own tax advisors as to the applicability of these disclosure regulations.

A U.S. holder will have a tax basis in any foreign currency received on the sale, exchange or retirement of a debt security equal to the U.S. dollar value of the foreign currency at the time of the sale, exchange or retirement. Gain or loss, if any, realized by a U.S. holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the United States for foreign tax credit limitation purposes.

Warrants

Consequences of Exercise. Upon exercise of a warrant, a U.S. holder will not recognize gain or loss (except to the extent of cash, if any, received in lieu of the issuance of fractional securities) and will have a tax basis in the securities acquired pursuant to such exercise equal to such U.S. holder’s tax basis in the warrant plus the exercise price of the warrant. The holding period for the securities so acquired will commence on the date of the exercise of the warrant. Subject to the discussion under “ Common Shares of AEGON —Passive Foreign Investment Company Considerations ” above, if any cash is received in lieu of fractional securities, the U.S. holder will recognize gain or loss in an amount and of the same character that such U.S. holder would have recognized if such U.S. holder had received such fractional securities and then immediately sold them for cash back to the relevant issuer.

Similarly, a U.S. holder will generally recognize gain or loss if it receives cash in settlement of a warrant equal to the difference between the amount realized on the settlement and such U.S. holder’s adjusted tax basis in the warrant. Any gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the warrant was held by the holder for more than one year prior to the sale or exchange.

Sale, Exchange and Expiration of Warrants. Subject to the discussion under “ Common Shares of AEGON —Passive Foreign Investment Company Considerations ” above, the sale of a warrant will result in the recognition of capital gain or loss to the U.S. holder in an amount equal to the difference between the amount realized on such sale or exchange and the

U.S. holder’s tax basis in the warrant. Any gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the warrant was held by the U.S. holder for more than one year prior to the sale or exchange.

If a warrant expires unexercised, a U.S. holder will generally recognize a capital loss equal to such U.S. holder’s tax basis in the warrant. Such capital loss may, subject to certain limitations, be used to offset capital gains, if any, otherwise realized by a U.S. holder.

Adjustments. Under Section 305 of the Code, adjustments to the exercise price or conversion ratio of the warrants which may occur under certain circumstances, or the failure to make such adjustments, may result in the receipt of taxable constructive dividends by a U.S. holder. Constructive dividends are generally treated in a same manner as described under “ Common Shares of AEGON— Distributions ”.

Purchase Contracts for Securities

A U.S. holder generally will not recognize gain or loss on the purchase of the AEGON common stock or debt securities under a purchase contract, except with respect to any cash paid to a U.S. holder in lieu of a fractional share of the common stock or debt security, which should be treated as paid in exchange for such fractional share. A U.S. holder’s aggregate initial tax basis in the common stock or debt securities acquired under a purchase contract should generally be the purchase price paid for such common stock or debt securities, less the portion of such purchase price and tax basis allocable to the fractional share. The holding period for the common stock or debt securities acquired under the purchase contract will commence on the day following the acquisition of such common stock or debt securities.

If a purchase contract terminates, a U.S. holder will recognize gain or loss equal to the difference between the amount realized, if any, upon the termination and the U.S. holder’s adjusted tax basis, if any, in the purchase contract at the time of the termination. Any such gain or loss will be capital gain or loss and the deductibility of any capital losses will be subject to limitations for individual U.S. holders, estates or trusts.

If a purchase contract is part of a unit, the applicable prospectus supplement will provide additional discussion with respect to any special U.S. federal income tax considerations relating to the effect the termination or settlement of a purchase contract may have on the components constituting the unit.

Units

The purchase price of each unit will be allocated between the applicable ownership interest in the respective components constituting the unit in proportion to the components’ respective fair market values at the time of the U.S. holder acquired the unit. Such allocation will establish the U.S. holder’s initial tax basis in the ownership interest in respective components constituting the unit. The applicable prospectus supplement will discuss additional U.S. federal income tax considerations applicable to the ownership of a unit. Prospective investors in units should also consult with their tax advisors as to the applicable tax considerations with respect to the ownership interest in a unit and the components constituting a unit.

Payments by Guarantor

A payment on guaranteed debt securities made by AEGON generally will be treated in the same manner as if made directly by the issuer.

Special Categories of Debt Securities of AEGON, AFC and AFC II

Additional tax rules may apply to other categories of debt securities of AEGON, AFC and AFC II. The prospectus supplement for these debt securities may describe these rules. In addition, you should consult your tax advisor in these situations. These categories of debt securities include:

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debt securities that are convertible into common shares of AEGON;

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debt securities that are issued in bearer form;

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debt securities with contingent payments;

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debt securities with variable rate payments;

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indexed debt securities where payments will be payable by reference to any index or formula;

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debt securities that are perpetual in maturity;

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debt securities that are callable by the issuer before their maturity, other than typical calls at a premium; and

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debt securities that are extendable at the option of the issuer or the holder.

Information Reporting and Backup Withholding

Assuming you hold your securities through a broker or other securities intermediary, the intermediary is required to provide information to the IRS concerning interest, OID or dividend, as the case may be, and retirement proceeds on your securities, unless an exemption applies. In addition, you must provide the intermediary with your taxpayer identification number for its use in reporting information to the IRS and comply with other IRS requirements concerning information reporting. If you are subject to these requirements but do not comply, the intermediary is required to withhold tax (currently at a rate of 28%, which rate may be subject to change in the future) in respect of amounts payable to you on the securities (including principal payments). This is called “backup withholding”. If the intermediary backup withholds payments, you may use the withheld amount as a credit against your U.S. federal income tax liability. Some U.S. holders, including corporations and tax-exempt organizations, are exempt from these requirements. U.S. holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

Withholding Taxes

Generally, payments of principal and interest, including OID, on the guaranteed debt securities will not be subject to U.S. withholding taxes. The same rules will generally apply to payments of additional amounts and payments made by a guarantor on a guaranteed debt security. However, if you hold guaranteed debt securities issued by AFC or AFC II, for the exemption from U.S. withholding taxes to apply to you, you must meet one of the following requirements:

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You provide your name, address, and a signed statement that you are the beneficial owner of the guaranteed debt security and are not a U.S. holder. This statement is generally made on U.S. IRS Form W-8BEN and is provided to the bank, broker, or other intermediary through which you hold your debt securities;

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You hold the debt securities directly through a “qualified intermediary”, and the qualified intermediary has sufficient information in its files indicating that you are not a U.S. holder. A qualified intermediary is a bank, broker or other intermediary that (1) is either a U.S. or non-U.S. entity, (2) is acting out of a non-U.S. branch or office, and (3) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax withholding rules under specified procedures;

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You or your agent claim an exemption from withholding tax under an applicable tax treaty. This claim is generally made on U.S. IRS Form W-8BEN. In some cases, you may instead be permitted to provide documentary evidence of your claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files; or

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You or your agent claim an exemption from withholding tax on the ground that the income is effectively connected with the conduct of a trade or business in the U.S. and is not exempt from U.S. tax under a tax treaty. This claim is generally made on U.S. IRS Form W-8ECI.

You should consult your tax advisor about the specific methods for satisfying these requirements. A claim for exemption will not be valid if:

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The person receiving the application form has actual knowledge that the statements on the form are false;

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The IRS notifies the withholding agent that information that you or an intermediary provided concerning your status is false; or

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An intermediary through which you hold the debt securities fails to comply with the procedures necessary to avoid withholding taxes on the debt securities. In particular, an intermediary is generally required to forward a copy of your Form W-8BEN (or other documentary evidence concerning your status) to the withholding agent for the debt securities. However, if you hold your debt securities through a qualified intermediary, or if there is a qualified intermediary in the chain of title between you and the withholding agent for the debt securities, the qualified intermediary will not generally be required to forward this information to the withholding agent.

Even if you comply with these conditions, U.S. withholding taxes might arise on guaranteed debt securities issued by AFC and AFC II if the amount of interest is based on the earnings or other attributes of AFC and AFC II, as the case may be, or a related party. If this exception applies, additional information will be provided in the prospectus supplement.

Sale, Exchange or Retirement of Securities

If you sell, exchange or redeem common shares or debt securities, you will generally not be subject to U.S. federal income tax on any gain, unless one of the following applies:

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the gain is connected with a trade or business that you conduct in the United States;

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you are an individual, you are present in the United States for at least 183 days during the year in which you dispose of the guaranteed debt security, and certain other conditions are satisfied; or

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the gain represents accrued interest or OID, in which case the rules for interest or OID would apply.

U.S. Trade or Business

If you hold your securities in connection with a trade or business that you are conducting in the United States, any interest or dividend on the security and any gain from disposing the security generally will be subject to income tax as if you were a U.S. holder, and if you are a corporation, you may be subject to the “branch profits tax” on your earnings that are connected with your U.S. trade or business, including earnings from the security. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty.

Information Reporting and Backup Withholding

United States rules concerning information reporting and backup withholding are described above. These rules apply to non-U.S. holders as follows:

If you provide the tax certifications needed to avoid withholding tax on interest, as described above, principal and interest (including OID) payments received by you will automatically be exempt from U.S. information reporting requirements and backup withholding. The exemption does not apply if the recipient of the applicable form knows that the form is false. If you provide the required tax certifications of exempt or non-U.S. status, dividends received by you will also generally be exempt from U.S. information reporting requirements and backup withholding. Interest payments made to you by AFC and AFC II will be reported to the IRS on Form 1042-S. Sales proceeds you receive on a sale of your common stock or guaranteed debt through a broker may be subject to information reporting and backup withholding if you are not eligible for an exemption. In particular,

information reporting and backup withholding may apply if you use the U.S. office of a broker, and information reporting (but not backup withholding) may apply if you use the foreign office of a broker that has certain connections to the United States. In general, you may file U.S. IRS Form W-8BEN to claim an exemption from information reporting and backup withholding. You should consult your tax advisor concerning the application of the information reporting and backup withholding rules.

PROSPECTIVE INVESTORS SHOULD CONSULT LEGAL AND TAX ADVISORS IN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE POSSIBLE TAX CONSEQUENCES OF PURCHASING, HOLDING, SELLING AND REDEEMING SECURITIES UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTIONS.

PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus in and outside the United States in one or more of the following ways:

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through underwriters;

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through dealers;

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through agents; or

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directly to purchasers.

The distribution of the securities may be carried out from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The distribution of guarantees may also be carried out in connection with a consent solicitation to amend covenants relating to a subsidiary’s indebtedness. Underwriters, dealers and agents may be customers of, engage in transactions with or perform services for the AEGON Group in the ordinary course of business.

The prospectus supplement or, if applicable, the pricing supplement relating to any offering will include the following information:

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the terms of the offering;

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the names of any underwriters, dealers or agents;

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the purchase price of, or consideration payable for, the securities;

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the net proceeds to us from the sale of the securities;

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any delayed delivery arrangements;

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any underwriting discounts or other underwriters’ compensation;

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any discounts or concessions allowed or re-allowed or paid to dealers; and

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any other information we think is important.

Sales through Underwriters or Dealers

If we use underwriters in an offering using this prospectus, we will execute an underwriting agreement with one or more underwriters. The underwriting agreement will provide that the obligations of the underwriters with respect to a sale of the offered securities are subject to specified conditions precedent and that the underwriters will be obligated to purchase all of the offered securities if they purchase any. Underwriters may sell those

securities through dealers. The underwriters may change the initial offering price and any discounts or concessions allowed or re-allowed or paid to dealers. If we use underwriters in an offering of securities using this prospectus, the related prospectus supplement will contain a statement regarding the intention, if any, of the underwriters to make a market in the offered securities.

We may grant to the underwriters an option to purchase additional offered securities, to cover over-allotments, if any, at the public offering price (with additional underwriting discounts or commissions), as may be set forth in the related prospectus supplement or, if applicable, the pricing supplement. If we grant any over-allotment option, the terms of the over-allotment option will be set forth in the prospectus supplement relating to such offered securities.

If we use a dealer in an offering of securities using this prospectus, we will sell the offered securities to the dealer as principal. The dealer may then resell those securities to the public or other dealers at a fixed price or varying prices to be determined at the time of resale.

Direct Sales and Sales through Agents

We may also use this prospectus to directly solicit offers to purchase securities. In this case, no underwriters or agents would be involved. Except as set forth in the related prospectus supplement, none of our directors, officers or employees will solicit or receive a commission in connection with those direct sales. Those persons may respond to inquiries by potential purchasers and perform ministerial and clerical work in connection with direct sales.

We may also sell the offered securities through agents we designate from time to time. In the prospectus supplement, we will describe any commission payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

Delayed Delivery Contracts

We may authorize underwriters and agents to solicit offers by certain institutions to purchase securities pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. Institutions with which delayed delivery contracts may be made include commercial and savings banks, insurance companies, educational and charitable institutions and other institutions we may approve. The obligations of any purchaser under any delayed delivery contract will not be subject to any conditions except that any related sale of offered securities to underwriters shall have occurred and the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which that institution is subject. Any commission paid to agents and underwriters soliciting purchases of securities pursuant to delayed delivery contracts accepted by us will be detailed in the prospectus supplement.

Indemnification

Underwriters, dealers or agents participating in a distribution of securities using this prospectus may be deemed to be underwriters under the Securities Act. Pursuant to agreements that we may enter into, underwriters, dealers or agents who participate in the distribution of securities by use of this prospectus may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that those underwriters, dealers or agents may be required to make in respect of those liabilities.

LEGAL OPINIONS

Certain matters of United States law relating to the securities offered through this prospectus will be passed upon for AEGON, AFC and AFC II by Allen & Overy, New York, New York. Certain matters of Netherlands law relating to the securities offered through this prospectus will be passed upon for AEGON by Allen & Overy, Amsterdam, The Netherlands.

EXPERTS

Ernst & Young Accountants, independent auditors, have audited the consolidated financial statements and schedules included in AEGON’s annual report on Form 20-F for the year ended December 31, 2002, as set forth in their report, which is incorporated by reference in this prospectus. AEGON’s financial statements and schedules are incorporated by reference in reliance on Ernst & Young Accountant’s report, given on their authority as experts in accounting and auditing.

Requests for assistance in filling out and delivering consents or for additional copies of this consent solicitation statement or the consent letter should be directed to the Information Agent at one of its telephone numbers set forth below. Questions concerning the terms of the consent solicitation should be directed to the Information Agent or the Solicitation Agent at one of their telephone numbers set forth below. Deliveries of consents should be made to the Information Agent at its address or facsimile number set forth below (facsimiles should be confirmed by physical delivery).

TABLE OF CONTENTS

Prospectus Supplement

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		i
SUMMARY		S-1
RISK FACTORS		S-9
FORWARD LOOKING STATEMENTS		S-10
RATIOS OF EARNINGS TO FIXED CHARGES		S-11
CAPITALIZATION		S-12
THE CONSENT SOLICITATION		S-13
THE PROPOSED AMENDMENTS AND WAIVERS		S-19
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		S-21
NETHERLANDS TAXATION		S-23
DESCRIPTION OF THE GUARANTEES		S-24
LEGAL MATTERS		S-26
Prospectus
FORWARD-LOOKING STATEMENTS		3
ABOUT THIS PROSPECTUS		4
AEGON N.V		4
AEGON FUNDING CORP.		4
AEGON FUNDING CORP II.		5
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		5
FINANCIAL AND EXCHANGE RATE INFORMATION		6
ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS		7
USE OF PROCEEDS		7
RATIOS OF EARNINGS TO FIXED CHARGES		7
RISK FACTORS		8
DESCRIPTION OF SHARE CAPITAL OF AEGON N.V.		16
DESCRIPTION OF DEBT SECURITIES		20
DESCRIPTION OF WARRANTS		30
DESCRIPTION OF GUARANTEES		31
DESCRIPTION OF PURCHASE CONTRACTS		32
DESCRIPTION OF UNITS		33
TAXATION IN THE NETHERLANDS		34
Common Shares of AEGON N.V		35
Debt Securities of AEGON, AFC and AFC II		38
TAXATION IN THE UNITED STATES		40
U.S. Federal Income Tax Consequences to U.S. Holders		41
U.S. Federal Income Tax Consequences to Non-U.S. Holders		50
PLAN OF DISTRIBUTION		52
LEGAL OPINIONS		54
EXPERTS		54

Prospectus Supplement

and

Consent Solicitation Statement

Relating to the Notes of

TRANSAMERICA

FINANCE CORPORATION

AEGON N.V.

(a Netherlands public company

with limited liability)

GUARANTEES

The Information Agent is:

Georgeson Shareholder Communications, Inc.

U.S. Toll Free (866) 295-8149

The Tabulation Agent is:

Alpine Fiduciary Services, Inc.

By Hand:

Alpine Fiduciary Services, Inc.

c/o Securities Transfer and Reporting Services, Inc. (STARS)

100 William Street, Lower Galleria

New York, NY 10038

By Registered Mail:

Alpine Fiduciary Services, Inc.

P.O. Box 2065

South Hackensack, NJ 07606-9974

Attn: Corporate Actions Dept.

By Overnight Courier:

Alpine Fiduciary Services, Inc.

c/o Georgeson Shareholder Communications, Inc. 219 Murray Hill Parkway

East Rutherford, NJ 07073

By Facsimile:

The Solicitation Agent is:

UBS Investment Bank

677 Washington Blvd.

Stamford, CT 06901

Call Collect: +1 (203) 719-4210

U.S. Toll Free (888) 722-9555 x4210

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

AEGON maintains insurance to indemnify members of the AEGON Executive and Supervisory Boards and officers of AEGON. The certificate of incorporation of each of AFC and AFC II provides for indemnification of present and former officers and directors and their legal representatives for actions taken at the request of AFC or AFC II, as the case may be. Indemnification is to be made to the fullest extent legally permissible under the General Corporation Law of the State of Delaware for all expenses, liabilities and losses reasonably incurred by such persons in connection with those actions. The by-laws of each of AFC and AFC II permit insurance to be maintained for such indemnification.

Any underwriter will agree, severally, to indemnify the directors of AEGON, AFC and AFC II and the officers of such corporations who sign the registration statement from and against certain civil liabilities, including liabilities under the Securities Act or to contribute with respect to payments which such persons may be required to make in respect thereof, based on information supplied by such underwriter for use herein and in any prospectus supplement.

Item 9. Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement

4.1		Articles of Incorporation of AEGON N.V., as amended and restated May 26, 2003(1)

4.2		Amendment of the 1983 Merger Agreement among AEGON and Vereniging AEGON(2)

4.3		Preferred Shares Voting Rights Agreement(3)

4.4		Specimen Share Certificate (4)

4.5		Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as Trustee(5)

4.6		Supplemental Indenture to Indenture between Transamerica Finance Corporation and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago) dated March 15, 1981

4.7		Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated July 1, 1982

4.8		Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated April 1, 1991

4.9		Supplemental Indenture to Indenture between Transamerica Finance Corporation and Bank of New York (formerly First Interstate Bank, Ltd.) dated April 1, 1991

4.10		Supplemental Indenture to Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A. dated October 11, 2001

4.11		Guarantee(5)

4.12		Warrant Agreement

4.13		Purchase Contract Agreement

4.14		Unit Agreement

5.1		Opinion of Allen & Overy, New York, New York(6)

5.2		Opinion of Allen & Overy, Amsterdam, the Netherlands(7)

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Exhibit Number		Description

8.1		Tax Opinion of Allen & Overy, New York, New York

23.1		Consent of Allen & Overy, New York, New York (included in Exhibit 5.1)

23.2		Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2)

23.3		Consent of Ernst & Young Accountants

24.1		Powers of Attorney(8)

25.1		Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1(9)

(1)

Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(2)

Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(3)

Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(4)

Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

(5)

Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

(6)

Incorporated by reference to Exhibit 5.1 to the Pre-Effective Amendment No. 1 to Form F-3 (file no. 333-106497) filed with the SEC on August 27, 2003.

(7)

Incorporated by reference to Exhibit 5.2 to the Pre-Effective Amendment No. 1 to Form F-3 (file no. 333-106497) filed with the SEC on August 27, 2003.

(8)

Incorporated by reference to the signature pages of Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(9)

Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

Item 10. Undertakings

A. Undertaking pursuant to Rule 415

Each of the undersigned registrants hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or

II-2

furnished to the Commission by the registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

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

B. Undertaking regarding request for acceleration of effective date:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

C. Undertaking regarding filings incorporating subsequent Exchange Act documents by reference:

Each of the undersigned registrants undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, if applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

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 Pre-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, the Netherlands, on this 23rd day of September, 2003.

A EGON N.V.

By:		*
Name:		D.J. Shepard
Title:		Chief Executive Officer Chairman of the Executive Board

Pursuant to the requirements of the Securities Act of 1933, this 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

* D.J. Shepard	Chief Executive Officer and Chairman of the Executive Board (Principal Executive Officer)	September 23, 2003

* J.B.M. Streppel	Executive Board Member (Principal Financial and Principal Accounting Officer)	September 23, 2003

* J.G. Van Der Werf	Executive Board Member	September 23, 2003

* P. Van De Geijn	Executive Board Member	September 23, 2003

* A.R. Wynaendts	Executive Board Member	September 23, 2003

* M. Tabaksblat	Chairman of the Supervisory Board	September 23, 2003

* H. De Ruiter	Vice Chairman of the Supervisory Board	September 23, 2003

* K.J. Storm	Supervisory Board Member	September 23, 2003

* D.G. Eustace	Supervisory Board Member	September 23, 2003

* O.J. Olcay	Supervisory Board Member	September 23, 2003

II-4

Signature		Title	Date

* T. Rembe		Supervisory Board Member	September 23, 2003

* W.F.C. Stevens		Supervisory Board Member	September 23, 2003

* F.J. De Wit		Supervisory Board Member	September 23, 2003

* L.M. Van Wijk		Supervisory Board Member	September 23, 2003

/s/ C.D. V ERMIE C.D. Vermie		Authorized U.S. Representative	September 23, 2003

*By:	/s/ E. L AGENDIJK		September 23, 2003
	E. Lagendijk Attorney-in-Fact

II-5

Pursuant to the requirements of the Securities Act of 1933, the registrant, AEGON Funding Corp., 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 Pre-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 23rd day of September, 2003.

AEGON F UNDING C ORP .

By:		*
Name:		C.M. van Katwijk
Title:		President

Pursuant to the requirements of the Securities Act of 1933, this 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 and Director (Principal Executive Officer)	September 23, 2003

/ S / C. F LENNIKEN C. Flenniken	Treasurer and Director (Principal Financial and Principal Accounting Officer)	September 23, 2003

/ S / C.D. V ERMIE C.D. Vermie	Secretary and Director	September 23, 2003

*By:	/ S / E. L AGENDIJK	September 23, 2003
	E. Lagendijk
	Attorney-in-Fact

II-6

Pursuant to the requirements of the Securities Act of 1933, the registrant, AEGON Funding Corp. II, 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 Pre-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 23rd day of September, 2003.

AEGON F UNDING C ORP . II

By:		*
Name:		C.M. van Katwijk
Title:		President

Signature	Title	Date

* C.M. van Katwijk	President and Director (Principal Executive Officer)	September 23, 2003

/ S / C. F LENNIKEN C. Flenniken	Treasurer and Director (Principal Financial and Principal Accounting Officer)	September 23, 2003

/ S / C.D. V ERMIE C.D. Vermie	Secretary and Director	September 23, 2003

*By:

/ S / E. L AGENDIJK

E. Lagendijk

Attorney-in-Fact

September 23, 2003

II-7

EXHIBIT INDEX

Exhibit Number		Description
1.1		Underwriting Agreement

4.1		Articles of Incorporation of AEGON N.V., as amended and restated May 26, 2003(1)

4.2		Amendment of the 1983 Merger Agreement among AEGON and Vereniging AEGON(2)

4.3		Preferred Shares Voting Rights Agreement(3)

4.4		Specimen Share Certificate(4)

4.5		Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as Trustee(5)

4.6		Supplemental Indenture to Indenture between Transamerica Finance Corporation and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago) dated March 15, 1981

4.7		Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated July 1, 1982

4.8		Supplemental Indenture to Indenture between Transamerica Finance Corporation and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank) dated April 1, 1991

4.9		Supplemental Indenture to Indenture between Transamerica Finance Corporation and Bank of New York (formerly First Interstate Bank, Ltd.) dated April 1, 1991

4.10		Supplemental Indenture to Indenture between AEGON N.V., AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A. dated October 11, 2001

4.11		Guarantee(5)

4.12		Warrant Agreement

4.13		Purchase Contract Agreement

4.14		Unit Agreement

5.1		Opinion of Allen & Overy, New York, New York(6)

5.2		Opinion of Allen & Overy, Amsterdam, the Netherlands(7)

8.1		Tax Opinion of Allen & Overy, New York, New York

23.1		Consent of Allen & Overy, New York, New York (included in Exhibit 5.1)

23.2		Consent of Allen & Overy, Amsterdam, the Netherlands (included in Exhibit 5.2)

23.3		Consent of Ernst & Young Accountants

24.1		Powers of Attorney(8)

25.1		Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1(9)

(1)

Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(2)

Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(3)

Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(4)

Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

(5)

Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

(6)

Incorporated by reference to Exhibit 5.1 to Pre-Effective Amendment No. 1 to Form F-3 (file no. 333-106497) filed with the SEC on August 27, 2003.

(7)

Incorporated by reference to Exhibit 5.2 to Pre-Effective Amendment No. 1 to Form F-3 (file no. 333-106497) filed with the SEC on August 27, 2003.

(8)

Incorporated by reference to the signature pages of Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003.

(9)

Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-71438) filed with the SEC on October 11, 2001.

EXHIBIT 1.1

UNDERWRITING AGREEMENT

Dated as of [•], 2003

AEGON N.V.,

AEGON Funding Corp.

and

AEGON Funding Corp. II

To the Representatives named in Schedule I hereto

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 [AEGON Funding Corp., a company incorporated under the laws of the State of Delaware], [AEGON Funding Corp II, a company incorporated under the laws of the State of Delaware] (the “ Company ”), proposes to sell to the several Underwriters named in Schedule II hereto (the “ Underwriters ”) for whom you (the “ Representatives ”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “ Securities ”), which may be issued under an indenture (the “ Indenture ”) dated as of October 11, 2001 among the Company, AEGON Funding Corp., AEGON Funding Corp. II and Citibank, N.A., as trustee (the “ Trustee ”).

The Company has filed with the United States Securities and Exchange Commission (the “ Commission ”) a shelf registration statement on Form F-3 (No.333-106497) covering the registration of various types of securities under the 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. The term “Basic Prospectus” means the prospectus included in the Registration Statement. The term “ Prospectus ” means the Basic Prospectus together with the Prospectus Supplement. The term “ preliminary prospectus ” means a preliminary prospectus supplement specifically relating to the Securities, together with the Basic Prospectus. The Prospectus and the preliminary prospectus will be used in connection with the offering and sale of the Securities.

As used herein, the terms “ Registration Statement ,” “ Basic Prospectus ,” “ Prospectus ” and “ preliminary 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 and the preliminary prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

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, filed or to be filed pursuant to the Exchange Act and incorporated by reference in 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 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 Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, 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

D-1

Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (B) the Registration Statement 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 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 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 ).

(d) 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 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.

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

(f) 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 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, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes 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.

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

(h) 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, 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, 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.

(i) There are (1) 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 Registration Statement would have a Material Adverse Effect or in any manner question the validity of this Agreement or the Securities or (b) are required to be described in the Registration Statement or the Prospectus and are not so described and (2) no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

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(j) 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 Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) other than any downgrading in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(k) 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, 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.

(l) The Company is not required to register as an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended.

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, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

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 Prospectus.

4. Payment and Delivery. Payment for the Securities shall be made to the Company in immediately available funds in New York, New York against delivery of such Securities for the respective accounts of the several Underwriters by 10:00 a.m., New York, New York time, on [ ], 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 . 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 execution and delivery of this Agreement 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 Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) other than any downgrading in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(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, in the form attached to this Agreement as Exhibit A.

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(d) The Underwriters shall have received on the Closing Date an opinion of Allen & Overy, outside Dutch counsel for the Company, dated the Closing Date, 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, outside U.S. counsel for the Company, dated the Closing Date, 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 of [ ], outside U.S. counsel for the Underwriters, dated the Closing Date, in the form attached to this Agreement as Exhibit D.

(g) The Underwriters shall have received, on the Closing Date, a letter dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young, 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 and the Prospectus.

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 a.m. New York, New York time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c) below, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement 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) 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 is required by law to be delivered 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 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, 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 is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(d) 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.

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

(f) Whether or not the transactions contemplated in this Agreement are consummated 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, including: (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

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Registration Statement, any preliminary prospectus, 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 or any other material relating to the Company in any jurisdiction where action for that purpose is required.

(b) Each Underwriter represents and agrees that (i) it 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 Financial Services and Markets Act 2000 of the United Kingdom, which we refer to as the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company and (c) it has complied, and will comply, with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(c) Each Underwriter understands that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948 as amended) (the Securities and Exchange Law ). Each Underwriter represents and agrees that it will not offer or sell any Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which in term means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly in Japan or to a resident of Japan, except pursuant to an exemption for the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

(d) Each Underwriter represents and agrees that it will not:

•

offer for sale, sell or market in Belgium the Securities by means of a public offer under Belgian Law; or

•

sell the Securities to any person qualifying as a consumer within the meaning of Article 1.7 of the Belgian law of July 14, 1991 on consumer protection and trade practices unless such sale is made in compliance with the Belgian law of July 14, 1991 on consumer protection and trade practices and with its implementing legislation.

(e) Each Underwriter understands that any offers for the Securities will only be made in Belgium according to articles 1 and 2 of the Royal Decree of July 7, 1999 or to persons who subscribe to a minimum amount of €250,000 each or to Qualifying Institutional Investors acting for their own account and listed in article 3, 2 of the Royal Decree of July 7, 1999.

(f) Each Underwriter represents and agrees that the Securities may only be offered, sold, delivered or transferred, directly or indirectly in or outside the Netherlands, to persons or entities which trade or invest in securities in the conduct of a profession or trade (which include banks, investment banks, securities firms, insurance companies, pension funds, other institutional investors, and treasury departments and finance companies of large enterprises).

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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 or 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; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, or any affiliate of such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of any such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 6(a) hereof.

(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 you expressly for use in the Registration Statement, any preliminary prospectus, 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

D-6

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 includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(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 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 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.

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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 (i) 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 (ii) a material disruption in securities settlement, payment or clearance services in the United States, The Netherlands or the United Kingdom shall have occurred, (iii) 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 (iv) 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, is material and adverse and which, singly or together with any other event specified in this clause (iv), 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 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, 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 amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of 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 Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased, and arrangements satisfactory to you and the Company for the purchase of such 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. 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. 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.

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

13. 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.

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14. 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.

(b) The Company hereby irrevocably designates and appoints [ ], with offices at [ ], 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.

15. 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.

Very truly yours,

AEGON N.V.

By:
		Name:
		Title:

AEGON F UNDING C ORP .

By:
		Name:
		Title:

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AEGON N.V.

AEGON F UNDING C ORP . II

By:
		Name:
		Title:

Accepted as of the date hereof. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto.
By:		[ ]

By:
		Name:
		Title:

By:		[ ]

By:
		Name:
		Title:

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SCHEDULE I

Underwriting Agreement, dated [ ]

Registration Statement No. 333-106497

Representatives:

Title:

Principal Amount:

Purchase Price to public (include accrued

interest or amortization, if any):

Purchase Price to underwriters (include

accrued interest or amortization, if any):

Form and Denomination:

Other Provisions:

Maturity:

Interest Rate:

Interest Payment Dates:

Redemption:

Ranking:

Closing Date:

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SCHEDULE II

Underwriters		Principal Amount of Securities to be Purchased









Total		$

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EXHIBIT 4.6

AEGON N.V.

as Guarantor

and

TRANSAMERICA FINANCE CORPORATION

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

(successor in interest to Continental Illinois National Bank and Trust Company of Chicago)

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of , 2003

INDENTURE

Dated as of March 15, 1981

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

SECTION 1.1	DEFINITION OF TERMS	2

ARTICLE II THE PARTIES

SECTION 2.1	THE TRUSTEE	2
SECTION 2.2	THE GUARANTOR	2

ARTICLE III THE GUARANTEE

SECTION 3.1	GUARANTEE	3
SECTION 3.2	WAIVER OF NOTICE AND DEMAND	4
SECTION 3.3	WAIVER OF GUARANTOR’S RIGHTS	4
SECTION 3.4	NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM	4
SECTION 3.5	GUARANTEE OF PAYMENT	5
SECTION 3.6	OBLIGATIONS NOT AFFECTED	5
SECTION 3.7	SUBROGATION	5
SECTION 3.8	INDEPENDENT OBLIGATIONS	5

ARTICLE IV SUBORDINATION

SECTION 4.1	RANKING	6

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1	GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	6
SECTION 5.2	SUCCESSOR SUBSTITUTED	6

ARTICLE VI MISCELLANEOUS

SECTION 6.1	RATIFICATION OF THE INDENTURE	6
SECTION 6.2	TRUSTEE NOT RESPONSIBLE FOR RECITALS	6
SECTION 6.3	TERMINATION	7
SECTION 6.4	SUCCESSORS AND ASSIGNS	7
SECTION 6.5	AMENDMENTS	7
SECTION 6.6	NOTICES	7
SECTION 6.7	BENEFIT	7
SECTION 6.8	GOVERNING LAW; JURISDICTION	7
SECTION 6.9	SEPARABILITY	8
SECTION 6.10	COUNTERPARTS	8
SECTION 6.11	EFFECTIVENESS	8

SUPPLEMENTAL INDENTURE, dated as of , 2003 (this “Supplemental Indenture”) among AEGON N.V., a Netherlands public company with limited liability (the “Guarantor”), Transamerica Finance Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago), a banking association duly incorporated and registered under the laws of , as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of March 15, 1981 (the “Indenture”) providing for the issuance by the Company from time to time of its unsecured senior debt securities issuable in one or more series;

WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, the series of debt securities designated 6 ¹ / 2 % Debentures due March 15, 2011 (the “Notes”);

WHEREAS, the Company is the obligor with respect to the Notes;

WHEREAS, the Guarantor is willing to provide the Guarantee (as defined herein) on the terms and subject to the conditions set forth herein;

WHEREAS, the Company proposes to amend and supplement the Indenture in certain respects;

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout this Supplemental Indenture;

(d) the Article and Section headings herein and the Table of Contents are for convenience of reference only and do not affect the construction of this Supplemental Indenture.

ARTICLE II

THE PARTIES

SECTION 2.1 THE TRUSTEE.

The Guarantee shall be held by the Trustee for the benefit of the Holders, and the Trustee shall not transfer the Guarantee to any Person except in connection with a simultaneous transfer of the Notes carried out in accordance with the Indenture.

SECTION 2.2 THE GUARANTOR.

The Guarantor is hereby made a party to the Indenture.

ARTICLE III

THE GUARANTEE

SECTION 3.1 GUARANTEE.

(a) The Guarantor hereby fully and unconditionally guarantees to each Holder, and to the Trustee on behalf of each Holder, the due and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest on the Notes, and all other obligations of the Company under the Indenture, when and as the same shall become due and payable whether at maturity, by acceleration, call for redemption or otherwise, according to the terms thereof and the Indenture without any requirement that a Holder or Paying Agent first proceed against the Company (the “Guarantee”). The obligations under the Guarantee shall be absolute and unconditional for the duration of the Guarantee, irrespective of (i) any invalidity, irregularity or unenforceability of the Notes, (ii) the absence of any action to enforce the same or any release or amendment or waiver of any term of any other guarantee of, all or of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, (iii) the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however , that notwithstanding the foregoing, no such release, amendment, waiver, consent or judgment shall, without the consent of the Guarantor, increase the principal amount of such Note or increase the rate or rates of interest thereon, or increase any premium payable upon redemption thereof or alter the Stated Maturity thereof. The Guarantee shall continue in full force and effect until the principal of (premium, if any) and interest in respect of all outstanding Notes shall have been paid.

(b) The Guarantor will make all payments pursuant to the Guarantee without withholding or deduction for, or on account of, any present or future taxes, duties, assessments, levies and other governmental charges of any nature whatsoever now or hereafter imposed or established by or on behalf of the Netherlands or any authority in the Netherlands, unless such deduction or withholding is required by law (a “Netherlands Tax”). In the event any Netherlands Tax is so imposed or established on any amounts payable under the Guarantee, the Guarantor agrees to pay such additional amounts to each Holder (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by each Holder after any payment, withholding or deduction in respect of such Netherlands Tax shall equal the respective amounts of principal (premium, if any) and interest, which would have been receivable in respect of the Notes in the absence of such payment, withholding or deduction; provided, however , that the amounts with respect to the Netherlands Tax shall be payable only to Holders that are not residents in the Netherlands for purposes of its tax laws; and provided further , that the Guarantor shall not be required to make any payment of Additional Amounts for or account of:

any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over such Holder, if such Holder is an estate, trust, partnership or corporation) and the Netherlands, or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein;

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of (premium, if any) or any interest on, the Notes;

any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of (premium, if any) or any interest on, any Note, if such payment can be made without such withholding by any other paying agent;

any tax, assessment or other governmental charge which would not have been imposed or withheld if such Holder had made a declaration of nonresidence or other similar claim for exemption or presented any applicable form of certificate, upon the making or presentation of which that Holder would either have been able to avoid such tax, assessment or charge or to obtain a refund of such tax, assessment or charge;

any tax, assessment or other governmental charge which would not have been imposed but for the presentation of a Note (where presentation is required) for payment on the date more than 30 days after the date on which such payment became due and payable or more than 30 days after the date on which payment thereof was duly provided for, whichever occurred later;

any withholding or deduction imposed on a payment under the Guarantee which is required to be made pursuant to a European Union directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such directive; or

any combination of items above;

nor shall Additional Amounts be paid with respect to any payment of the principal of (premium, if any) or any interest on any Note pursuant to the Guarantee to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional Amount had it been the Holder of the Note.

Whenever in the Notes there is a reference, in any context, to the payment of the principal of (premium, if any) or interest, or in respect of, any Note such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

SECTION 3.2 WAIVER OF NOTICE AND DEMAND.

The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, protest or notice with respect to such Note or the indebtedness evidenced thereby; provided, however, that the Guarantor receives prompt written notice from the Trustee or any Holder of any failure by the Company to make any payment of principal (premium, if any) or interest or any sinking fund or analogous payment.

SECTION 3.3 WAIVER OF GUARANTOR’S RIGHTS.

The Guarantor will not exercise any rights which it may acquire by way of subrogation or by any indemnity, reimbursement or other agreement until the principal (premium, if any) and interest in respect of all outstanding Notes shall have been paid.

SECTION 3.4 NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM.

To the extent that the Guarantor or any of its respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity on the grounds of sovereignty or other similar grounds, from any legal action, any suit, process or proceeding in connection with or arising out of the Guarantee, from the giving of any relief thereunder, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment from attachment in aid of execution of judgment, or from execution of judgment or other legal action, suit, process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which any proceeding may at any time be

commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Guarantee, the Guarantor hereby irrevocably and unconditionally waives and agrees, for the benefit of each Holder, from time to time, not to plead or claim any such immunity, set-off or counterclaim.

SECTION 3.5 GUARANTEE OF PAYMENT.

This Supplemental Indenture creates a guarantee of payment and not of collection.

SECTION 3.6 OBLIGATIONS NOT AFFECTED.

The obligations of the Guarantor under this Supplemental Indenture shall in no way be affected or impaired by reason of the occurrence from time to time of any of the following:

(a)

the release or waiver, by operation of law or otherwise, of the performance or observance by the Company of any express or implied agreement, covenant, term or condition relating to the Notes to be performed or observed by the Company;

(b)

any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Notes, or any action on the part of the Company granting indulgence or extension of any kind;

(c)

the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Company or any of the assets of the Company;

(d)

any invalidity of, or defect or deficiency in, the Notes;

(e)

the settlement or compromise of any obligation of the Guarantor under the Guarantee or incurred under the Guarantee; or

(f)

any other circumstance whatsoever that may otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 3.6 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 3.7 SUBROGATION.

The Guarantor shall be subrogated to all rights, if any, of the Holders of the Notes against the Company in respect of any amounts paid to such Holders by the Guarantor under this Supplemental Indenture; provided, however , that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Supplemental Indenture, if, at the time of any such payment, any amounts are due and outstanding under this Supplemental Indenture. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the benefit of the Holders and to pay over such amount to the Holders.

SECTION 3.8 INDEPENDENT OBLIGATIONS.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Company with respect to the Notes, and that the Guarantor shall be liable as principal and as debtor hereunder to make payments with respect to the Guarantee pursuant to the terms of this Supplemental Indenture notwithstanding the occurrence of any event referred to in subsections (a) through (f), inclusive, of Section 3.6 hereof.

ARTICLE IV

SUBORDINATION

SECTION 4.1 RANKING.

The Guarantee will constitute an unsecured and senior obligation of the Guarantor and will rank pari passu with all unsecured and unsubordinated indebtedness of the Guarantor other than obligations that by mandatory operation of law would be given priority in a dissolution of the Guarantor.

ARTICLE V

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)

the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety (for purposes of this Article V, a “Successor Guarantor”) shall expressly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, the Guarantor’s obligations under this Supplemental Indenture and the performance or observance of every covenant of this Supplemental Indenture on the part of the Guarantor to be performed or observed; and

(b)

immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.

SECTION 5.2 SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Guarantor with, or merger of the Guarantor into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Guarantor as an entirety in accordance with Section 5.1, the Successor Guarantor shall succeed to and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein, and thereafter, the Guarantor shall be relieved of all obligations and covenants under this Supplemental Indenture.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 RATIFICATION OF THE INDENTURE.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 6.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

The recitals herein contained are made by the Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6.3 TERMINATION.

This Supplemental Indenture shall terminate once the principal (premium, if any) and interest of all outstanding Notes have been paid.

SECTION 6.4 SUCCESSORS AND ASSIGNS.

The Guarantee and other obligations of the Guarantor contained in this Supplemental Indenture shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders then outstanding.

SECTION 6.5 AMENDMENTS.

This Supplemental Indenture may only be amended in accordance with Section 9-2 of the Indenture.

SECTION 6.6 NOTICES.

All notices provided for in this Supplemental Indenture shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows:

(a)

If given to the Trustee, at the mailing address of the Trustee set forth below:

U.S. Bank National Association

Corporate Trust Services

180 East Fifth Street

St. Paul, MN 55101

(b)

If given to the Guarantor, at the mailing address of the Guarantor set forth below (or such other address as the Guarantor may give notice of to the Holders):

AEGONplein 50,

2591 TV, The Hague,

The Netherlands

Attn: Group Treasury

(c)

If given to any Holder, at the address set forth in the Debenture Register.

All such notices shall be deemed to have been given when received in person, transmitted by facsimile with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document was refused delivery or could not be delivered because of a change of address, of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION

6.7 BENEFIT.

Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION

6.8 GOVERNING LAW; JURISDICTION.

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of California except (i) with respect to Article III hereof and the Guarantee, which shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions and (ii) with respect to authorization and execution of this Supplemental Indenture by or on behalf of the Guarantor which are required to be governed by the laws of the Netherlands. The Guarantor agrees that any legal action, suit or proceeding against it arising out of or related to this Supplemental Indenture may be brought in the

United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the aforementioned courts, in personam, generally and unconditionally, with respect to any suit, action or proceeding in connection with or arising out of the Guarantee for itself and its respective properties, assets and revenues. The Guarantor agrees that a final unappealable judgment in any action or proceeding arising, out of or relating to this Supplemental Indenture shall be conclusive and may be enforced in any other jurisdiction otherwise having jurisdiction over the Guarantor by suit on the judgment or in any other manner provided by law.

SECTION 6.9 SEPARABILITY.

In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, and this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein.

SECTION 6.10 COUNTERPARTS.

This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

SECTION

6.11 EFFECTIVENESS.

This Supplemental Indenture shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

* * * * *

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

AEGON N.V.

By:
Name:
Title:

TRANSAMERICA FINANCE CORPORATION

By:
Name:
Title:

U.S. BANK NATIONAL ASSOCIATION as Trustee

By:
Name:
Title:

EXHIBIT 4.7

AEGON N.V.

as Guarantor

and

TRANSAMERICA FINANCE CORPORATION

as Issuer

and

BNY MIDWEST TRUST COMPANY

(successor in interest to Harris Trust and Savings Bank)

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of , 2003

INDENTURE

Dated as of July 1, 1982

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

SECTION 1.1	DEFINITION OF TERMS	2

ARTICLE II THE PARTIES

SECTION 2.1	THE TRUSTEE	2
SECTION 2.2	THE GUARANTOR	2

ARTICLE III THE GUARANTEE

SECTION 3.1	GUARANTEE	3
SECTION 3.2	WAIVER OF NOTICE AND DEMAND	4
SECTION 3.3	WAIVER OF GUARANTOR’S RIGHTS	4
SECTION 3.4	NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM	4
SECTION 3.5	GUARANTEE OF PAYMENT	5
SECTION 3.6	OBLIGATIONS NOT AFFECTED	5
SECTION 3.7	SUBROGATION	5
SECTION 3.8	INDEPENDENT OBLIGATIONS	5

ARTICLE IV SUBORDINATION

SECTION 4.1	RANKING	6

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1	GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	6
SECTION 5.2	SUCCESSOR SUBSTITUTED	6

ARTICLE VI MISCELLANEOUS

SECTION 6.1	RATIFICATION OF THE INDENTURE	6
SECTION 6.2	TRUSTEE NOT RESPONSIBLE FOR RECITALS	6
SECTION 6.3	TERMINATION	7
SECTION 6.4	SUCCESSORS AND ASSIGNS	7
SECTION 6.5	AMENDMENTS	7
SECTION 6.6	NOTICES	7
SECTION 6.7	BENEFIT	7
SECTION 6.8	GOVERNING LAW; JURISDICTION	7
SECTION 6.9	SEPARABILITY	8
SECTION 6.10	COUNTERPARTS	8
SECTION 6.11	EFFECTIVENESS	8

SUPPLEMENTAL INDENTURE, dated as of , 2003 (this “Supplemental Indenture”) among AEGON N.V., a Netherlands public company with limited liability (the “Guarantor”), Transamerica Finance Corporation, a Delaware corporation (the “Company”), and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank), a banking association duly incorporated and registered under the laws of Illinois, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of July 1, 1982 (the “Indenture”) providing for the issuance by the Company from time to time of its unsecured senior debt securities issuable in one or more series;

WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, three series of debt securities designated Zero Coupon Debentures due September 1, 2007, Zero Coupon Debentures due March 1, 2010 and Zero Coupon Debentures due September 1, 2012 (collectively, the “Notes”);

WHEREAS, the Company is the obligor with respect to the Notes;

WHEREAS, the Guarantor is willing to provide the Guarantee (as defined herein) on the terms and subject to the conditions set forth herein;

WHEREAS, the Company proposes to amend and supplement the Indenture in certain respects;

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout this Supplemental Indenture;

(d) the Article and Section headings herein and the Table of Contents are for convenience of reference only and do not affect the construction of this Supplemental Indenture.

ARTICLE II

THE PARTIES

SECTION 2.1 THE TRUSTEE.

SECTION 2.2 THE GUARANTOR.

The Guarantor is hereby made a party to the Indenture.

ARTICLE III

THE GUARANTEE

SECTION 3.1 GUARANTEE.

(a) The Guarantor hereby fully and unconditionally guarantees to each Holder, and to the Trustee on behalf of each Holder, the due and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest on the Notes, and all other obligations of the Company under the Indenture, when and as the same shall become due and payable whether at maturity, by acceleration, call for redemption or otherwise, according to the terms thereof and the Indenture without any requirement that a Holder or Paying Agent first proceed against the Company (the “Guarantee”). The obligations under the Guarantee shall be absolute and unconditional for the duration of the Guarantee, irrespective of (i) any invalidity, irregularity or unenforceability of the Notes, (ii) the absence of any action to enforce the same or any release or amendment or waiver of any term of any other guarantee of, all or of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, (iii) the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however , that notwithstanding the foregoing, no such release, amendment, waiver, consent or judgment shall, without the consent of the Guarantor, increase the principal amount of such Note or increase the rate or rates of interest thereon or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof. The Guarantee shall continue in full force and effect until the principal of (premium, if any) and interest in respect of all outstanding Notes shall have been paid.

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of (premium, if any) or any interest on, the Notes;

any combination of items above;

SECTION 3.2 WAIVER OF NOTICE AND DEMAND.

SECTION 3.3 WAIVER OF GUARANTOR’S RIGHTS.

SECTION 3.4 NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM.

judgment, or from execution of judgment or other legal action, suit, process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which any proceeding may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Guarantee, the Guarantor hereby irrevocably and unconditionally waives and agrees, for the benefit of each Holder, from time to time, not to plead or claim any such immunity, set-off or counterclaim.

SECTION 3.5 GUARANTEE OF PAYMENT.

This Supplemental Indenture creates a guarantee of payment and not of collection.

SECTION 3.6 OBLIGATIONS NOT AFFECTED.

The obligations of the Guarantor under this Supplemental Indenture shall in no way be affected or impaired by reason of the occurrence from time to time of any of the following:

(a)

(b)

(c)

(d)

any invalidity of, or defect or deficiency in, the Notes;

(e)

the settlement or compromise of any obligation of the Guarantor under the Guarantee or incurred under the Guarantee; or

(f)

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 3.7 SUBROGATION.

SECTION 3.8 INDEPENDENT OBLIGATIONS.

ARTICLE IV

SUBORDINATION

SECTION 4.1 RANKING.

ARTICLE V

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)

(b)

SECTION 5.2 SUCCESSOR SUBSTITUTED.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 RATIFICATION OF THE INDENTURE.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 6.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

SECTION 6.3 TERMINATION.

This Supplemental Indenture shall terminate once the principal (premium, if any) and interest of all outstanding Notes have been paid.

SECTION 6.4 SUCCESSORS AND ASSIGNS.

SECTION 6.5 AMENDMENTS.

This Supplemental Indenture may only be amended in accordance with Section 9.02 of the Indenture.

SECTION 6.6 NOTICES.

(a)

If given to the Trustee, at the mailing address of the Trustee set forth below:

BNY Midwest Trust Company

Corporate Finance Administration

2 North LaSalle St. 10th Floor

Chicago, IL 60602

(b)

If given to the Guarantor, at the mailing address of the Guarantor set forth below (or such other address as the Guarantor may give notice of to the Holders):

AEGONplein 50,

2591 TV, The Hague,

The Netherlands

Attn: Group Treasury

(c)

If given to any Holder, at the address set forth in the Security Register.

SECTION

6.7 BENEFIT.

SECTION

6.8 GOVERNING LAW; JURISDICTION.

SECTION 6.9 SEPARABILITY.

SECTION 6.10 COUNTERPARTS.

This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

SECTION

6.11 EFFECTIVENESS.

This Supplemental Indenture shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

* * * * *

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

AEGON N.V.

By:
Name:
Title:

TRANSAMERICA FINANCE CORPORATION

By:
Name:
Title:

BNY MIDWEST TRUST COMPANY as Trustee

By:
Name:
Title:

EXHIBIT 4.8

AEGON N.V.

as Guarantor

and

TRANSAMERICA FINANCE CORPORATION

as Issuer

and

BNY MIDWEST TRUST COMPANY

(successor in interest to Harris Trust and Savings Bank)

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of , 2003

INDENTURE

Dated as of April 1, 1991

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

SECTION 1.1	DEFINITION OF TERMS	2

ARTICLE II THE PARTIES

SECTION 2.1	THE TRUSTEE	2
SECTION 2.2	THE GUARANTOR	2

ARTICLE III THE GUARANTEE

SECTION 3.1	GUARANTEE	3
SECTION 3.2	WAIVER OF NOTICE AND DEMAND	4
SECTION 3.3	WAIVER OF GUARANTOR’S RIGHTS	4
SECTION 3.4	NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM	4
SECTION 3.5	GUARANTEE OF PAYMENT	5
SECTION 3.6	OBLIGATIONS NOT AFFECTED	5
SECTION 3.7	SUBROGATION	5
SECTION 3.8	INDEPENDENT OBLIGATIONS	5

ARTICLE IV SUBORDINATION

SECTION 4.1	RANKING	6

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1	GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	6
SECTION 5.2	SUCCESSOR SUBSTITUTED	6

ARTICLE VI MISCELLANEOUS

SECTION 6.1	RATIFICATION OF THE INDENTURE	6
SECTION 6.2	TRUSTEE NOT RESPONSIBLE FOR RECITALS	6
SECTION 6.3	TERMINATION	7
SECTION 6.4	SUCCESSORS AND ASSIGNS	7
SECTION 6.5	AMENDMENTS	7
SECTION 6.6	NOTICES	7
SECTION 6.7	BENEFIT	7
SECTION 6.8	GOVERNING LAW; JURISDICTION	7
SECTION 6.9	SEPARABILITY	8
SECTION 6.10	COUNTERPARTS	8
SECTION 6.11	EFFECTIVENESS	8

SUPPLEMENTAL INDENTURE, dated as of , 2003 (this “Supplemental Indenture”) among AEGON N.V., a Netherlands public company with limited liability (the “Guarantor”), Transamerica Finance Corporation, a Delaware corporation (the “Company”), and BNY Midwest Trust Company (successor in interest to Harris Trust and Savings Bank), a banking association duly incorporated and registered under the laws of Illinois, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of April 1, 1991 (the “Indenture”) providing for the issuance by the Company from time to time of its unsecured senior debt securities issuable in one or more series;

WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, five series of debt securities designated Medium Term Notes, Series E; Medium Term Notes, Series F; 7.50% Senior Notes due March 15, 2004; 6.40% Senior Notes due September 15, 2008; 7.10% Senior Quarterly Interest Bonds due 2028 (collectively, the “Notes”);

WHEREAS, the Company is the obligor with respect to the Notes;

WHEREAS, the Guarantor is willing to provide the Guarantee (as defined herein) on the terms and subject to the conditions set forth herein;

WHEREAS, the Company proposes to amend and supplement the Indenture in certain respects;

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout this Supplemental Indenture;

(d) the Article and Section headings herein and the Table of Contents are for convenience of reference only and do not affect the construction of this Supplemental Indenture.

ARTICLE II

THE PARTIES

SECTION 2.1 THE TRUSTEE.

SECTION 2.2 THE GUARANTOR.

The Guarantor is hereby made a party to the Indenture.

ARTICLE III

THE GUARANTEE

SECTION 3.1 GUARANTEE.

(a) The Guarantor hereby fully and unconditionally guarantees to each Holder, and to the Trustee on behalf of each Holder, the due and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest on the Notes, and all other obligations of the Company under the Indenture, when and as the same shall become due and payable whether at maturity, by acceleration, call for redemption or otherwise, according to the terms thereof and the Indenture without any requirement that a Holder or Paying Agent first proceed against the Company (the “Guarantee”). The obligations under the Guarantee shall be absolute and unconditional for the duration of the Guarantee, irrespective of (i) any invalidity, irregularity or unenforceability of the Notes, (ii) the absence of any action to enforce the same or any release or amendment or waiver of any term of any other guarantee of, all or of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, (iii) the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however , that notwithstanding the foregoing, no such release, amendment, waiver, consent or judgment shall, without the consent of the Guarantor, increase the principal amount of such Note or increase the rate or rates of interest thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantee shall continue in full force and effect until the principal of (premium, if any) and interest in respect of all outstanding Notes shall have been paid.

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of (premium, if any) or any interest on, the Notes;

any combination of items above;

SECTION 3.2 WAIVER OF NOTICE AND DEMAND.

SECTION 3.3 WAIVER OF GUARANTOR’S RIGHTS.

SECTION 3.4 NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM.

SECTION 3.5 GUARANTEE OF PAYMENT.

This Supplemental Indenture creates a guarantee of payment and not of collection.

SECTION 3.6 OBLIGATIONS NOT AFFECTED.

The obligations of the Guarantor under this Supplemental Indenture shall in no way be affected or impaired by reason of the occurrence from time to time of any of the following:

(a)

(b)

(c)

(d)

any invalidity of, or defect or deficiency in, the Notes;

(e)

the settlement or compromise of any obligation of the Guarantor under the Guarantee or incurred under the Guarantee; or

(f)

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 3.7 SUBROGATION.

SECTION 3.8 INDEPENDENT OBLIGATIONS.

ARTICLE IV

SUBORDINATION

SECTION 4.1 RANKING.

ARTICLE V

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)

(b)

SECTION 5.2 SUCCESSOR SUBSTITUTED.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 RATIFICATION OF THE INDENTURE.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 6.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

SECTION 6.3 TERMINATION.

This Supplemental Indenture shall terminate once the principal (premium, if any) and interest of all outstanding Notes have been paid.

SECTION 6.4 SUCCESSORS AND ASSIGNS.

SECTION 6.5 AMENDMENTS.

This Supplemental Indenture may only be amended in accordance with Section 902 of the Indenture.

SECTION 6.6 NOTICES.

(a)

If given to the Trustee, at the mailing address of the Trustee set forth below:

BNY Midwest Trust Company

Corporate Finance Administration

2 North LaSalle St. 10th Floor

Chicago, IL 60602

(b)

If given to the Guarantor, at the mailing address of the Guarantor set forth below (or such other address as the Guarantor may give notice of to the Holders):

AEGONplein 50,

2591 TV, The Hague,

The Netherlands

Attn: Group Treasury

(c)

If given to any Holder, at the address set forth in the Security Register.

SECTION

6.7 BENEFIT.

SECTION

6.8 GOVERNING LAW; JURISDICTION.

SECTION 6.9 SEPARABILITY.

SECTION 6.10 COUNTERPARTS.

This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

SECTION

6.11 EFFECTIVENESS.

This Supplemental Indenture shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

* * * * *

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

AEGON N.V.

By:
Name:
Title:

TRANSAMERICA FINANCE CORPORATION

By:
Name:
Title:

BNY MIDWEST TRUST COMPANY as Trustee

By:
Name:
Title:

EXHIBIT 4.9

AEGON N.V.

as Guarantor

and

TRANSAMERICA FINANCE CORPORATION

as Issuer

and

BANK OF NEW YORK

(formerly First Interstate Bank, Ltd.)

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of , 2003

INDENTURE

Dated as of April 1, 1991

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

SECTION 1.1	DEFINITION OF TERMS	2

ARTICLE II THE PARTIES

SECTION 2.1	THE TRUSTEE	2
SECTION 2.2	THE GUARANTOR	2

ARTICLE III THE GUARANTEE

SECTION 3.1	GUARANTEE	3
SECTION 3.2	WAIVER OF NOTICE AND DEMAND	4
SECTION 3.3	WAIVER OF GUARANTOR’S RIGHTS	4
SECTION 3.4	NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM	4
SECTION 3.5	GUARANTEE OF PAYMENT	5
SECTION 3.6	OBLIGATIONS NOT AFFECTED	5
SECTION 3.7	SUBROGATION	5
SECTION 3.8	INDEPENDENT OBLIGATIONS	5

ARTICLE IV SUBORDINATION

SECTION 4.1	RANKING	6

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1	GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	6
SECTION 5.2	SUCCESSOR SUBSTITUTED	6

ARTICLE VI MISCELLANEOUS

SECTION 6.1	RATIFICATION OF THE INDENTURE	6
SECTION 6.2	TRUSTEE NOT RESPONSIBLE FOR RECITALS	6
SECTION 6.3	TERMINATION	7
SECTION 6.4	SUCCESSORS AND ASSIGNS	7
SECTION 6.5	AMENDMENTS	7
SECTION 6.6	NOTICES	7
SECTION 6.7	BENEFIT	7
SECTION 6.8	GOVERNING LAW; JURISDICTION	7
SECTION 6.9	SEPARABILITY	8
SECTION 6.10	COUNTERPARTS	8
SECTION 6.11	EFFECTIVENESS	8

SUPPLEMENTAL INDENTURE, dated as of , 2003 (this “Supplemental Indenture”) among AEGON N.V., a Netherlands public company with limited liability (the “Guarantor”), Transamerica Finance Corporation, a Delaware corporation (the “Company”), and Bank of New York (formerly First Interstate Bank, Ltd.), a banking association duly incorporated and registered under the laws of New York, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of April 1, 1991 (the “Indenture”) providing for the issuance by the Company from time to time of its unsecured subordinated debt securities issuable in one or more series;

WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, the series of debt securities designated Medium Term Notes, Series D (the “Notes”);

WHEREAS, the Company is the obligor with respect to the Notes;

WHEREAS, the Guarantor is willing to provide the Guarantee (as defined herein) on the terms and subject to the conditions set forth herein;

WHEREAS, the Company proposes to amend and supplement the Indenture in certain respects;

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout this Supplemental Indenture;

(d) the Article and Section headings herein and the Table of Contents are for convenience of reference only and do not affect the construction of this Supplemental Indenture.

ARTICLE II

THE PARTIES

SECTION 2.1 THE TRUSTEE.

SECTION 2.2 THE GUARANTOR.

The Guarantor is hereby made a party to the Indenture.

ARTICLE III

THE GUARANTEE

SECTION 3.1 GUARANTEE.

(a) The Guarantor hereby fully and unconditionally guarantees to each Holder, and to the Trustee on behalf of each Holder, the due and punctual payment (and not merely the collection) of the principal of (premium, if any) and interest on the Notes, and all other obligations of the Company under the Indenture, when and as the same shall become due and payable whether at maturity, by acceleration, call for redemption or otherwise, according to the terms thereof and the Indenture without any requirement that a Holder or Paying Agent first proceed against the Company (the “Guarantee”). The obligations under the Guarantee shall be absolute and unconditional for the duration of the Guarantee, irrespective of (i) any invalidity, irregularity or unenforceability of the Notes, (ii) the absence of any action to enforce the same or any release or amendment or waiver of any term of any other guarantee of, all or of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, (iii) the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however , that notwithstanding the foregoing, no such release, amendment, waiver, consent or judgment shall, without the consent of the Guarantor, increase the principal amount of such Note or increase the rate or rates of interest thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantee shall continue in full force and effect until the principal of (premium, if any) and interest in respect of all outstanding Notes shall have been paid.

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of (premium, if any) or any interest on, the Notes;

any combination of items above;

SECTION 3.2 WAIVER OF NOTICE AND DEMAND.

SECTION 3.3 WAIVER OF GUARANTOR’S RIGHTS.

SECTION 3.4 NO DEFENSE; IMMUNITY; SET-OFF; COUNTERCLAIM.

SECTION 3.5 GUARANTEE OF PAYMENT.

This Supplemental Indenture creates a guarantee of payment and not of collection.

SECTION 3.6 OBLIGATIONS NOT AFFECTED.

The obligations of the Guarantor under this Supplemental Indenture shall in no way be affected or impaired by reason of the occurrence from time to time of any of the following:

(a)

(b)

(c)

(d)

any invalidity of, or defect or deficiency in, the Notes;

(e)

the settlement or compromise of any obligation of the Guarantor under the Guarantee or incurred under the Guarantee; or

(f)

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 3.7 SUBROGATION.

SECTION 3.8 INDEPENDENT OBLIGATIONS.

ARTICLE IV

SUBORDINATION

SECTION 4.1 RANKING.

The Guarantee will constitute an unsecured and subordinated obligation of the Guarantor, will be subordinated in right of payment to all senior indebtedness of the Guarantor and will rank pari passu with all unsecured and subordinated indebtedness of the Guarantor other than obligations that by mandatory operation of law would be given priority in a dissolution of the Guarantor.

ARTICLE V

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 5.1 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)

(b)

SECTION 5.2 SUCCESSOR SUBSTITUTED.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 RATIFICATION OF THE INDENTURE.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 6.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

SECTION 6.3 TERMINATION.

This Supplemental Indenture shall terminate once the principal (premium, if any) and interest of all outstanding Notes have been paid.

SECTION 6.4 SUCCESSORS AND ASSIGNS.

SECTION 6.5 AMENDMENTS.

This Supplemental Indenture may only be amended in accordance with Section 902 of the Indenture.

SECTION 6.6 NOTICES.

(a)

If given to the Trustee, at the mailing address of the Trustee set forth below:

Bank of New York

101 Barclay Street, 21W

New York, NY 10286

(b)

If given to the Guarantor, at the mailing address of the Guarantor set forth below (or such other address as the Guarantor may give notice of to the Holders):

AEGONplein 50,

2591 TV, The Hague,

The Netherlands

Attn: Group Treasury

(c)

If given to any Holder, at the address set forth in the Security Register.

SECTION

6.7 BENEFIT.

SECTION

6.8 GOVERNING LAW; JURISDICTION.

SECTION 6.9 SEPARABILITY.

SECTION 6.10 COUNTERPARTS.

This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

SECTION

6.11 EFFECTIVENESS.

This Supplemental Indenture shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

* * * * *

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

AEGON N.V.

By:
Name:
Title:

TRANSAMERICA FINANCE CORPORATION

By:
Name:
Title:

BANK OF NEW YORK as Trustee

By:
Name:
Title:

Exhibit 4.10

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this Supplemental Indenture ) dated as of [ ], 2003 among AEGON N.V., a Netherlands public company with limited liability (hereinafter called AEGON N.V. ), having its principal executive office at AEGONplein 50, 2501 CE, The Hague, AEGON Funding Corp., a Delaware corporation (hereinafter called AEGON Funding ), having its principal executive office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, AEGON Funding Corp. II, a Delaware corporation (hereinafter called AEGON Funding II ), having its principal executive office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (hereinafter called the Trustee ).

RECITALS

WHEREAS, AEGON N.V., AEGON Funding, AEGON Funding II and the Trustee have entered into an indenture dated as of October 11, 2001 (the Indenture ), providing for the issuance from time to time of unsecured debentures, notes, guarantees and other evidences of indebtedness of AEGON N.V., AEGON Funding and AEGON Funding II (hereinafter called the Securities ) to be issued in one or more series as provided for in the Indenture;

WHEREAS, AEGON N.V., AEGON Funding and AEGON Funding II desire to modify the Indenture as provided herein;

WHEREAS, this Supplemental Indenture is entered into pursuant to the provisions of Section 901 of the Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid supplemental indenture to the Indenture in accordance with the terms of the Indenture have been done and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, for consideration, the adequacy and sufficiency of which is hereby acknowledged by the parties hereto, each party agrees, for the benefit of the other parties and for the equal and proportionate benefit of all Holders of the Securities, as follows:

SECTION 1.01. The Indenture shall be amended by deleting the word “or” at the end of subsection (8) of Section 1006.

SECTION 1.02. The Indenture shall be amended by renumbering the current subsection (9) of Section 1006 as subsection (10) of Section 1006.

SECTION

1.03. The Indenture shall be amended by adding the following subsection (9) to Section 1006:

“(9)

any withholding or deduction imposed on a payment which is required to be made pursuant to a European Union directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such directive; or”.

SECTION 1.04. This Supplemental Indenture shall become effective on the date on which it has been duly executed and delivered by the parties hereto.

SECTION 1.05. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any other provision hereof or of the Indenture which provision is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION 1.06. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.07. This Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

SECTION 1.08. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

SECTION 1.09. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 1.10. The recitals contained herein shall be taken as the statements by AEGON N.V., AEGON Funding, AEGON Funding II, and the Trustee assumes no responsibility for their correctness.

SECTION 1.11. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered as of the day and year first above written.


AEGON N.V.

by
		Name: Title:

AEGON Funding Corp.

by
		Name: Title:

AEGON Funding Corp. II

by
		Name: Title:

Citibank, N.A., as Trustee

by
		Name: Title:

EXHIBIT 4.12

WARRANT AGREEMENT

DATED [•], 2003

AEGON N.V.

AEGON Funding Corp.

AEGON Funding Corp. II

AND

[ ],

as Warrant Agent

CONTENTS

		Page
Section

1.	Appointment of Warrant Agent	1

2.	Form of Warrant Certificates	1

3.	Execution of Warrant Certificates	2

4.	Registration and Countersignature	2

5.	Registration of Transfers and Exchanges	2

6.	Duration and Exercise of Warrants	3

7.	Issuer Order	4

8.	Mutilated, Lost, Stolen or Destroyed Warrant Certificates	4

9.	Reservation of OFFERED SECURITIES	4

10.	Obtaining of Governmental Approvals and Stock Exchange Listings; Registrations of Offered Securities	5

11.	Adjustment of Exercise Price and Number of Offered Securities Purchasable or Number of Warrants	5

12.	Fractional Warrants and Fractional Offered Securities	5

13.	Notices to Warrant Holders	5

14.	Merger, Consolidation or Change of Name of Warrant Agent	5

15.	Warrant Agent	6

16.	Disposition of Proceeds of Exercise of Warrants	7

17.	Change of Warrant Agent	7

18.	Notices to Issuer and Warrant Agent	8

19.	Supplements and Amendments	9

20.	Successors	9

21.	Termination	9

22.	Governing Law	9

23.	Benefits of this Agreement	9

24.	Counterparts	9

Exhibits:

EXHIBIT A: FORM OF WARRANT CERTIFICATE

SIGNATORIES		15

WARRANT AGREEMENT

Dated as of [•], 200[•]

BETWEEN:

(1)

AEGON N.V. , a Netherlands public company;

(2)

AEGON FUNDING CORP. , a company incorporated under the laws of the State of Delaware;

(3)

AEGON FUNDING CORP. II , a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers ), and

(4)

[ ] , a national banking association organized under the laws of the United States of America, as Warrant Agent (the Warrant Agent ).

WHEREAS:

(A)

each Issuer has entered into an Indenture dated as of October 11, 2001 (the Indenture ) between the Issuer and Citibank N.A., as Trustee (the Trustee ), providing for the issuance from time to time of its debt securities to be issued in one or more series as provided in the Indenture;

(B)

each Issuer proposes to issue and sell warrants ( Warrants ) from time to time to purchase securities described in the applicable Issuer Order, as provided herein in Section 7 ( Offered Securities ); and

(C)

each Issuer desires the Warrant Agent to act on behalf of the Issuer, and the Warrant Agent is willing so to act, in connection with the issuance and exercise of Warrants and the registration, transfer, exchange and replacement of Warrant Certificates ( Warrant Certificates ) and other matters as provided herein;

NOW, THEREFORE , in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

APPOINTMENT OF WARRANT AGENT

Each Issuer hereby appoint the Warrant Agent to act as agent for the Issuer in accordance with the instructions set forth hereinafter in this Agreement, and the Warrant Agent hereby accepts such appointment.

FORM OF WARRANT CERTIFICATES

The Warrant Certificates to be delivered pursuant to this Agreement shall be issued initially as specified in Section 4 and shall be substantially in the form set forth in Exhibit A attached hereto with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. Each Global Warrant Certificate (as defined herein) shall bear such legend or legends as may be required by [the Depositary Trust Company] (the Depository ) in order for it to accept the Warrants for its book-entry settlement system. Each Warrant Certificate shall be printed, lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the relevant Issuer executing the same may approve (such execution to be conclusive evidence of such approval) and as are not inconsistent with the provisions

of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any regulation of any stock exchange on which the Warrants may be listed, or to conform to usage.

EXECUTION OF WARRANT CERTIFICATES

Warrant Certificates shall be signed on behalf of each Issuer by the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the President or one of the Vice-Presidents (each, an Authorized Signatory , and collectively, the Authorized Signatories ) and shall be attested by the Secretary, Assistant Secretary or any Officer of such Issuer under its corporate seal.

Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future Authorized Signatory. The seal of such Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

If an Authorized Signatory of an Issuer who shall have signed any of the Warrant Certificates shall cease to hold such position before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent and delivered to or disposed of by any Issuer, such Warrant Certificates nevertheless may be countersigned and delivered to or disposed of as though such person had not ceased to be such Authorized Signatory of such Issuer; and any Warrant Certificate may be signed on behalf of any Issuer by any person who, at the actual date of the execution of such Warrant Certificate, was such Authorized Signatory, although at the date of this Warrant Agreement any such person did not hold such position.

In connection with the initial issuance of the Warrant Certificates, upon receipt of Warrant Certificates executed by any Issuer and the execution of an Issuer Order by an Authorized Signatory, the Warrant Agent will countersign and deliver Warrant Certificates in accordance with the instructions contained in such order.

Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.

REGISTRATION AND COUNTERSIGNATURE

Warrant Certificates distributed as provided in Section 11 may be issued initially either as global warrants ( Global Warrants ) fully registered in the names of the record holders of the Warrant Certificates to whom they are to be distributed or as definitive warrants ( Definitive Warrants ).

Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.

Each Issuer and the Warrant Agent may deem and treat the registered holder of a Warrant Certificate as the absolute owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for the purpose of any exercise thereof and any distribution to the holder thereof and for all other purposes, and neither any Issuer nor the Warrant Agent shall be affected by any notice to the contrary.

REGISTRATION OF TRANSFERS AND EXCHANGES

5.1

The Global Warrants shall initially be represented by one or more global warrant certificates ( Global Warrant Certificates ) deposited with the Depository and registered in the name of [Cede & Co.], a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in 5.2 below, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii) institutions that have accounts with the Depository.

5.2

If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, each Issuer may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and each Issuer shall instruct the Warrant Agent to deliver to the Depository definitive warrant certificates ( Definitive Warrant Certificates ) in physical form evidencing such Warrants.

5.3

A Warrant Certificate may be transferred at the option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the relevant Issuer and the Warrant Agent; provided, however, that except as otherwise provided herein or in any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository. Upon any such registration of transfer, the relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in Sections 3 and Section 4, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants.

5.4

Upon surrender at the corporate office of the Warrant Agent (the Warrant Agent Office ) or at the office of any successor Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the relevant Issuer and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificates.

5.5

The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 5, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to receive.

5.6

No service charge shall be made for any transfer or exchange of Warrant Certificates, but the relevant Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such transfer or exchange.

DURATION AND EXERCISE OF WARRANTS

The Warrants shall expire on the expiration date set forth in the applicable Issuer Order ( Expiration Date ). Each Warrant may be exercised on any business day prior to the close of business on the Expiration Date. After the close of business on the Expiration Date, the Warrants will become wholly void and of no value.

Subject to the provisions of this Agreement, including Section 11, the holder of each whole Warrant shall have the right to purchase from each Issuer (and each Issuer shall issue and sell to such holder) the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the Exercise Price ) of [•] upon the surrender on any business day prior to the close of business on the Expiration Date to the Warrant Agent at the Warrant Agent Office of the Warrant Certificate evidencing such Warrant, with the form of election to exercise (the Exercise Notice ) on the reverse thereof duly filled

in and signed, and upon payment of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to the relevant Issuer or upon the receipt of such other consideration as specified in the applicable Issuer Order.

The Warrants evidenced by a Warrant Certificate shall be exercisable prior to the close of business on the Expiration Date, at the election of the registered holder thereof, either as an entirety or, unless the applicable Issuer Order provides otherwise, from time to time for part of the number of Warrants specified in the Warrant Certificates. In the event that less than all the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the close of business on the Expiration Date, a new Warrant Certificate or Certificates will be issued for the remaining number of Warrants.

Upon such surrender of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall request that the transfer agent for the Offered Securities (the Transfer Agent ) issues and delivers to or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such registered holder may designate a certificate for the Offered Securities issuable upon the exercise of the Warrants evidenced by such Warrant Certificates.

Such certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Offered Securities as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 5 and of this Section 6.

All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be destroyed by the Warrant Agent and a certificate of such destruction shall be sent to the relevant Issuer.

ISSUER ORDER

Prior to an issuance of Warrant Certificates, each Issuer shall deliver to the Warrant Agent an order containing the designation and terms of the applicable Warrants (an Issuer Order ).

MUTILATED, LOST, STOLEN OR DESTROYED WARRANT CERTIFICATES

If any Warrant Certificate is mutilated, lost, stolen or destroyed, each Issuer may in its discretion issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing the same number of Warrants, but only upon receipt of evidence satisfactory to the relevant Issuer and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and indemnity or bond, if requested, also satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the relevant Issuer or the Warrant Agent may prescribe. To the extent permitted under applicable law, the provisions of this section 8 are exclusive with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates and shall preclude any and other right and remedies.

RESERVATION OF OFFERED SECURITIES

For the purpose of enabling it to satisfy any obligation to issue Offered Securities upon exercise of Warrants, each Issuer will at all times through the close of business on the Expiration Date, reserve and keep available the number of Offered Securities deliverable upon the exercise of all outstanding Warrants.

Each Issuer covenants that all Offered Securities issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all preemptive rights and taxes, liens, charges and security interests created by each Issuer with respect to the issuance and holding thereof.

10.

OBTAINING OF GOVERNMENTAL APPROVALS AND STOCK EXCHANGE LISTINGS; REGISTRATIONS OF OFFERED SECURITIES

Each Issuer shall endeavor to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and to file such documents under federal and state securities laws, which may be or become requisite in connection with the issuance, sale, transfer and delivery of the Warrant Certificates and the exercise of the Warrants.

11.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF OFFERED SECURITIES PURCHASABLE OR NUMBER OF WARRANTS

The applicable Issuer Order shall provide for the adjustment of the Exercise Price and/or the number of Offered Securities purchasable upon exercise of each Warrant and/or the number of Warrants exercisable in each case upon the occurrence of one or more events as specified in such Issuer Order.

12.

FRACTIONAL WARRANTS AND FRACTIONAL OFFERED SECURITIES

12.1

An Issuer shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 11 or to distribute Warrant Certificates which evidence fractional Warrants. In lieu of such fractional Warrants, the registered holder of a Warrant Certificate with regard to which such a fractional Warrant would otherwise be issuable shall receive an amount in cash equal to the same fraction of the current market value of a whole Warrant. For purposes of this Section 12.1, the current market value of a Warrant shall be determined under Section 11 for the last trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable.

12.2

The applicable Issuer Order shall specify whether fractional securities shall be issued upon surrender of Warrant Certificates and, if not, the method of determining what holders shall or may receive in lieu thereof.

13.

NOTICES TO WARRANT HOLDERS

Upon an adjustment pursuant to Section 11, each Issuer within 60 calendar days thereafter shall (i) cause to be delivered to the Warrant Agent a certificate signed by an Authorized Signatory setting forth the terms of such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the adjusted Exercise Price, the number of Offered Securities purchasable upon exercise of a Warrant and/or the number of Warrants and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such Warrant holder’s address appearing on the Warrant register written notice of such adjustments by first-class mail, postage prepaid.

14.

MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT

Any corporation into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. If at the time such successor

to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent. In all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name, and if at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

15.

WARRANT AGENT

The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which each Issuer and the holders of Warrants, by their acceptance thereof, shall be bound:

(a)

The statements contained herein and in the Warrant Certificates shall be taken as statements of each Issuer and the Warrant Agent assumes no responsibility for the correctness of any of the same except such statements as describe the Warrant Agent or action taken or to be taken by it. Except as herein otherwise provided, the Warrant Agent assumes no responsibility with respect to the execution, delivery or distribution of the Warrant Certificates.

(b)

The Warrant Agent shall not be responsible for any failure of any Issuer to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by any Issuer, nor shall the Warrant Agent at any time be under any duty or responsibility to any holder of a Warrant to make or cause to be made any adjustment in the Exercise Price or in the number of Offered Securities issuable upon exercise of the Warrants (except as instructed by the relevant Issuer), or to determine whether any facts exist which may require any such adjustments, or with respect to the nature or extent of or method employed in making any such adjustments when made.

(c)

The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the relevant Issuer) and the Warrant Agent shall incur no liability or responsibility to the relevant Issuer or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.

(d)

The Warrant Agent shall incur no liability or responsibility to any Issuer or to any holder of any Warrant Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(e)

Each Issuer agrees (i) to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent under this Agreement; (ii) to reimburse the Warrant Agent upon demand for all reasonable out-of-pocket expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of its duties under this Agreement; and (iii) to indemnify the Warrant Agent and hold it harmless against any and all losses, liabilities and expenses, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent arising out of or in connection with this Agreement, except as a result of its negligence or bad faith.

(f)

The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the relevant Issuer or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent

with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear.

(g)

The Warrant Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Warrants or other securities of each Issuer or become pecuniarily interested in any transaction in which an Issuer may be interested, or contract with or lend money to an Issuer or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for an Issuer or for any other legal entity.

(h)

The Warrant Agent shall act hereunder solely as agent for each Issuer, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement, except for its own negligence or bad faith.

(i)

Each Issuer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

(j)

The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Offered Securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether the Offered Securities will, when issued, be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Offered Securities issuable upon exercise of any Warrant.

(k)

The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Authorized Signatory and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the relevant Issuer with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.

16.

DISPOSITION OF PROCEEDS OF EXERCISE OF WARRANTS

The Warrant Agent shall account promptly to the relevant Issuer with respect to Warrants exercised and concurrently pay to the relevant Issuer all moneys received by the Warrant Agent on the purchase of Offered Securities through the exercise of Warrants.

17.

CHANGE OF WARRANT AGENT

If the Warrant Agent shall resign (such resignation to become effective not earlier than 90 calendar days after the giving of written notice thereof to the relevant Issuer and the registered holders of Warrant Certificates) or shall become incapable of acting as Warrant Agent, the relevant Issuer shall appoint a successor to the Warrant Agent. If an Issuer shall fail to make such appointment within a period of 90 calendar days after it has been so notified in writing by the Warrant Agent or by the registered holder of a

Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the relevant Issuer or by such a court, the duties of the Warrant Agent shall be carried out by the relevant Issuer. Any successor Warrant Agent whether appointed by the relevant Issuer or by such a court shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any State thereof, and having an office in the Borough of Manhattan, the City of New York, State of New York. As soon as practicable after appointment of the successor Warrant Agent, the relevant Issuer shall cause to be given to each of the registered holders of the Warrant Certificates at such Warrant holder’s address appearing on the Warrant register written notice of the change in the Warrant Agent by first-class mail, postage prepaid. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver, at the expense of the relevant Issuer, any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

18.

NOTICES TO ISSUER AND WARRANT AGENT

Any notice or demand authorized by this Agreement to be given or made pursuant to this Agreement shall be sufficiently given or made if sent by mail, first class or registered, postage prepaid, addressed, as follows:

AEGON N.V.

AEGONplein 50

PO Box 202

2501 CE

The Hague

The Netherlands

Attention: [ ]

AEGON Funding Corp.

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

AEGON Funding Corp. II

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

[ ]

Attention: [ ]

Any party may change the information above by giving notice in one of the manners provided in this section.

19.

SUPPLEMENTS AND AMENDMENTS

19.1

This Agreement and any Warrant Certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a Supplemental Agreement ), without the consent of the holder of any Warrant, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement that is not inconsistent with the provisions of this Agreement or the Warrant Certificates, (ii) evidencing the succession of another corporation to any of the Issuers and the assumption by any such successor of the covenants of the relevant Issuer contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) evidencing and providing for the acceptance of appointment by a successor Depository with respect to each Global Warrant Certificate, (v) issuing Definitive Warrant Certificates in accordance with Section 5.2, (vi) adding to the covenants of any Issuer for the benefit of the holders or surrendering any right or power conferred upon the any Issuer under this Agreement, or (vii) amending this Agreement and the Warrants in any manner that any of the Issuers may deem to be necessary or desirable and that will not adversely affect the interests of the holders in any material respect.

19.2

The Issuers and the Warrant Agent may amend this Agreement and the Warrants by executing a Supplemental Agreement with the consent of the holders of not fewer than a majority of the unexercised Warrants affected by such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the holders under this Agreement; provided, however, that, without the consent of each holder of Warrants affected thereby, no such amendment may be made that (i) changes the Warrants so as to reduce the principal amount or the number of Offered Securities purchasable upon exercise of the Warrants or so as to increase the exercise price, (ii) shortens the period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights of the holders in any material respect, or (iv) reduces the number of unexercised Warrants the consent of the Holders of which is required for amendment of this Agreement or the Warrants.

20.

SUCCESSORS

All the covenants and provisions of this Agreement by or for the benefit of each of the Issuer or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

21.

TERMINATION

This Agreement shall expire at the close of business on the Expiration Date. Notwithstanding the foregoing, this Agreement shall terminate on any earlier date if all Warrants have been exercised. The provisions of Section 15 shall survive such termination.

22.

GOVERNING LAW

This Agreement, each Warrant Certificate issued hereunder and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the law of the State of New York.

23.

BENEFITS OF THIS AGREEMENT

Nothing in this Agreement shall be construed to give to any person or corporation other than each Issuer, the Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of each Issuer, the Warrant Agent and the registered holders of the Warrant Certificates.

24.

COUNTERPARTS

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Exhibit A:

FORM OF WARRANT CERTIFICATE

[FORM OF FACE REGISTERED [CALL] [PUT] WARRANT CERTIFICATE]

No.

CUSIP No.

[Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by [Depositary] to the nominee of [Depositary] or by a nominee of [Depositary] to [Depositary] or another nominee of [Depositary] or by [Depositary] or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this Warrant Certificate is presented by an authorized representative of the Depositary to [AEGON N.V.] [AEGON Funding Corp.] [AEGON Funding Corp. II] or its agent for registration of transfer, exchange or payment, and any Warrant issued is registered in the name of [Cede & Co] or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to [Cede & Co] or such other entity as is requested by an authorized representative of the Depositary ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL

[AEGON N.V.]

[AEGON Funding Corp.]

[AEGON Funding Corp. II]

[Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ] ¹

OFFERED SECURITIES:

AMOUNT OF OFFERED SECURITIES PURCHASABLE PER WARRANT:

CALL PRICE PER WARRANT, IF APPLICABLE:

PUT PRICE PER WARRANT, IF APPLICABLE:

FORM OF PAYMENT OF CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

Applies to global warrant certificates.

This Warrant Certificate certifies that , or registered assigns, is the registered holder (the “Registered Holder” of the number of [Designation of Warrants] (the “Warrants”) [specified above] ² [specified on Schedule A thereto] ³ . Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, and the [Call] [Put] Price per Warrant set forth above, in the form set forth above, for each Warrant to be exercised (the “Exercise Property”) at the Warrant Agent’s Window, Attention: Tender Department, in the Borough of Manhattan, The City of New York, each Warrant evidenced hereby entitles the registered holder (the “Registered Holder”) hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from [AEGON N.V.] [AEGON Funding Corp.] [AEGON Funding Corp. II] (the “Issuer”) the securities (the “Offered Securities”) specified above. Warrants will not entitle the Warrant holder to any of the rights of the holders of any of the Offered Securities.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed.

Dated:

[AEGON N.V.

By:

		Name: Title: ]

[AEGON F UNDING C ORP .

By:

		Name: Title: ]

[AEGON F UNDING C ORP . II

By:

		Name: Title: ]

Attest:



By:

		Name Title: Secretary

Countersigned as of the date above written:

[ ],

as Warrant Agent



By:

		Name Title: Authorized Officer

Applies to definitive warrant certificates

Applies to global warrants certificates

[FORM OF REVERSE OF REGISTERED [CALL] [PUT] WARRANT CERTIFICATE]

[AEGON N.V.]

[AEGON Funding Corp.]

[AEGON Funding Corp. II]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by [AEGON N.V.] [AEGON Funding Corp.] [AEGON Funding Corp. II] (the “Issuer”) pursuant to a Warrant Agreement, dated as of [ ], 2003 (the “Warrant Agreement”), between the Issuer and [ ] (the “Warrant Agent”) and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrant holder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office. The Warrants constitute a separate series of Warrants under the Warrant Agreement.

The Warrants are unsecured contractual obligations of the Issuer and rank pari passu with the Issuer’s other unsecured contractual obligations and with the Issuer’s unsecured and unsubordinated debt.

Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property to the Warrant Agent’s Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [ ], or at such other address as the Warrant Agent may specify from time to time.

Each Warrant entitles the Warrant holder to receive, upon exercise, the Offered Securities set forth on the face hereof.

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York.

[Designation of Warrants]

Exercise Notice

[Warrant Agent’s address]

Attention: Tender Department

The undersigned (the “Registered Holder”) hereby irrevocably exercises [ ] Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto.

The Registered Holder hereby directs the Warrant Agent (a) to deliver the Offered Securities as follows:

and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to:

Dated:

[Registered Holder]



By:

		Authorized Signature Address: Telephone:

[If Warrant is a Global Warrant, insert this Schedule A.]

SCHEDULE A

[Designation of Warrants]

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

The initial number of Warrants represented by this Global Warrant is . In accordance with the Warrant Agreement and the Unit Agreement dated as of [ ], 2003 among the Issuer, [ ] as Unit Agent, as Warrant Agent, as Collateral Agent, if applicable, and as Trustee under the Indenture referred to therein and the holders from time to time of the Units described therein, the following (A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a “Separated Warrant”)] ⁴ [the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”) for a like number of Warrants represented by this Global Warrant] ⁵ or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made:

Date of

Exchange or
Exercise

[Number
Exchanged
for
Separated
Warrants] ⁶

[Reduced
Number
Outstanding
Following
Such
Exchange] ⁵

[Number of
Attached
Unit
Warrants
Exchanged
for
Warrants
represented
by this
Separated
Warrant]

[Increased
Number
Outstanding
Following
Such
Exchange

Number of
Warrants
Exercised

Reduced
Number
Outstanding
Following
such
Exchange

Notation
Made by or
on Behalf
of Warrant
Agent

⁴

Applies only if this Global Warrant is part of a Unit.

⁵

Applies only if this Global Warrant has been separated from a Unit.

⁶

Applies only if this Global Warrant is part of a Unit.

SIGNATORIES

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

AEGON N.V.

By:

		Title:

[SEAL]

Attest:

Name:

Title:

AEGON F UNDING C ORP .

By:

		Title:

[SEAL]

Attest:

Name:

Title:

AEGON F UNDING C ORP . II

By:

		Title:

[SEAL]

Attest:

Name:

Title:

[ ]

By:

		Title:

[SEAL]

Attest:

Name:

Title:

EXHIBIT 4.13

PURCHASE CONTRACT AGREEMENT

DATED AS OF [•], 2003

AEGON N.V.,

AEGON Funding Corp.,

AEGON Funding Corp. II

AND

[•],

as Purchase Contract Agent

CONTENTS

		Page
Section
1. Definitions and Other Provisions of General Application		1
1.1	Definitions	1
1.2	Compliance Certificates and Opinions	8
1.3	Form of Documents Delivered to Purchase Contract Agent	8
1.4	Acts of Holders; Record Dates	9
1.5	Notices	10
1.6	Notice to Holders; Waiver	11
1.7	Effect of Headings and Table of Contents	11
1.8	Successors and Assigns	11
1.9	Separability Clause	11
1.10	Benefits of Agreement	11
1.11	Governing Law	11
1.12	Legal Holidays	11
1.13	Counterparts	12
1.14	Inspection of Agreement	12
1.15	Appointment of Financial Institution as Agent for the Issuers	12
1.16	No Waiver	12

2. Certificate Forms		12
2.1	Forms of Certificates Generally	12
2.2	Form of Purchase Contract Agent’s Certificate of Authentication	13

3. The Units		13
3.1	Amount; Form and Denominations	13
3.2	Rights and Obligations Evidenced by the Certificates	13
3.3	Execution, Authentication, Delivery and Dating	14
3.4	Temporary Certificates	15
3.5	Registration; Registration of Transfer and Exchange	15
3.6	Book-Entry Interests	16
3.7	Notices to Holders	17
3.8	Appointment of Successor Depositary	17
3.9	Definitive Certificates	17
3.10	Mutilated, Destroyed, Lost and Stolen Certificates	17
3.11	Persons Deemed Owners	18
3.12	Cancellation	19
3.13	Creation of Treasury Units by Substitution of Treasury Securities	19
3.14	Recreation of Corporate Units	20
3.15	Transfer of Collateral upon Occurrence of Termination Event	21
3.16	No Consent to Assumption	22

4. The Notes		22
4.1	Interest Payments; Rights to Interest Payments Preserved	22
4.2	Notice and Voting	23
4.3	Redemption	23

5. The Purchase Contracts		23
5.1	Purchase of Shares of Common Stock	23
5.2	Remarketing; Payment of Purchase Price	26
5.3	Issuance of Shares of Common Stock	29
5.4	Adjustment of Settlement Rate	30
5.5	Notice of Adjustments and Certain Other Events	37

		Page
5.6	Termination Event; Notice	37
5.7	Early Settlement	38
5.8	Automatic Settlement	40
5.9	No Fractional Shares	40
5.10	Charges and Taxes	40
5.11	Contract Adjustment Payments	40
5.12	Deferral of Contract Adjustment Payments	44
5.13	Additional Amounts	46

6. Remedies		47
6.1	Unconditional Right of Holders to Receive Contract Adjustment Payments and to Purchase Shares of Common Stock	47
6.2	Restoration of Rights and Remedies	47
6.3	Rights and Remedies Cumulative	47
6.4	Delay or Omission Not Waiver	48
6.5	Undertaking for Costs	48
6.6	Waiver of Stay or Extension Laws	48

7. The Purchase Contract Agent		48
7.1	Certain Duties and Responsibilities	48
7.2	Notice of Default	49
7.3	Certain Rights of Purchase Contract Agent	49
7.4	Not Responsible for Recitals or Issuance of Units	51
7.5	May Hold Units	51
7.6	Money Held in Custody	51
7.7	Compensation and Reimbursement	51
7.8	Corporate Purchase Contract Agent Required; Eligibility	52
7.9	Resignation and Removal; Appointment of Successor	52
7.10	Acceptance of Appointment by Successor	53
7.11	Merger, Conversion, Consolidation or Succession to Business	53
7.12	Preservation of Information	54
7.13	No Obligations of Purchase Contract Agent	54
7.14	Tax Compliance	54

8. Supplemental Agreements		55
8.1	Supplemental Agreements Without Consent of Holders	55
8.2	Supplemental Agreements with Consent of Holders	55
8.3	Execution of Supplemental Agreements	56
8.4	Effect of Supplemental Agreements	56
8.5	Reference to Supplemental Agreements	56

9. Consolidation, Merger, Conveyance, Transfer or Lease		56
9.1	Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions	56
9.2	Rights and Duties of Successor Person	57

10. Covenants		57
10.1	Performance under Purchase Contracts	57
10.2	Maintenance of Office or Agency	57
10.3	Issuers to Reserve Common Stock	58
10.4	Covenants as to Common Stock	58
10.5	Statements of Officers of the Issuers as to Default	58
10.6	ERISA	58
10.7	Tax Treatment	58

				Page

Exhibits

1. Form of Face of Corporate Unit Certificate				64
2. Form of Face of Treasury Unit Certificate				73
3. Instruction to Purchase Contract Agent				84
4 Notice from Purchase Contract Agent to Holders				85
5. Notice to Settle by Cash				86
6. Notice from Purchase Contract Agent to Collateral Agent				87
7. Form of Purchase Contract Contemplating Sale by AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II				88

Signatories				60

iii

PURCHASE CONTRACT AGREEMENT

Dated as of [•], 200[ Ÿ ],

AMONG:

(1)

AEGON N.V. , a Netherlands public company;

(2)

AEGON Funding Corp. , a company incorporated under the laws of the State of Delaware;

(3)

AEGON Funding Corp. II , a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers ); and

(4)

[ ] , a national banking association, acting as purchase contract agent.

RECITALS:

(A)

The Issuers have duly authorized the execution and delivery of this Agreement (as defined herein) and the Certificates evidencing the Units (each as defined herein).

(B)

All things necessary to make the Purchase Contracts (as defined herein), when the Certificates are executed by the Issuers and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent, as provided in this Agreement, the valid obligations of the Issuers, and to constitute these presents a valid agreement of the Issuers, in accordance with its terms, have been done.

For due and adequate consideration, the parties hereby agree as follows:

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.1

Definitions

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

(a)

the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(b)

all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the Netherlands;

(c)

the words herein , hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision; and

(d)

the following terms have the meanings given to them in this Section 1.1(d):

Act has the meaning, with respect to any Holder, set forth in Section 1.4.

Additional Amounts has the meaning set forth in Section 5.13.

Adjusted Applicable Market Value has the meaning set forth in Section 5.1.

the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

Agreement means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

Applicable Market Value has the meaning set forth in Section 5.1.

Applicants has the meaning set forth in Section 7.12(b).

Bankruptcy Code means title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

Beneficial Owner means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary).

Board of Directors means the supervisory board, executive board, or board of directors of the respective Issuer, as the case may be, or a duly authorized committee of that board authorized to act for it in respect thereof.

Board Resolution means one or more resolutions of the Board of Directors, a copy of which has been certified by the Corporate Secretary or an Assistant Secretary of the relevant Issuer, as the case may be, to have been duly adopted by such Board of Directors and to be in full force and effect on the date of such certification and delivered to the Purchase Contract Agent.

Book-Entry Interest means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.6.

Business Day means any day other than a Saturday or Sunday or a day on which banking institutions or trust companies in New York City, New York are authorized or required by applicable law, regulation or executive order to remain closed or a day on which the Indenture Trustee or the Collateral Agent is closed for business; provided that for purposes of Section 1.12(b) only, the term Business Day shall also be deemed to exclude any day on which DTC is closed.

Cash Merger has the meaning set forth in Section 5.4(b).

Cash Merger Early Settlement has the meaning set forth in Section 5.4(b).

Cash Merger Early Settlement Amount has the meaning set forth in Section 5.4(b).

Cash Merger Early Settlement Date has the meaning set forth in Section 5.4(b).

Cash Settlement has the meaning set forth in Section 5.2(b).

Certificate means a Corporate Units Certificate or a Treasury Units Certificate.

Closing Price has the meaning set forth in Section 5.1.

Code means the Internal Revenue Code of 1986, as amended.

Collateral has the meaning set forth in Section 1.1(c) of the Pledge Agreement.

Collateral Account has the meaning set forth in Section 1.1(c) of the Pledge Agreement.

Collateral Agent means [ ], a banking corporation with trust powers, as Collateral Agent under the Pledge Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter Collateral Agent shall mean the Person who is then the Collateral Agent thereunder.

Collateral Substitution means (i) with respect to a Corporate Unit, the substitution for the Pledged Note included in such Corporate Unit by Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of such Pledged Note, or (ii) with respect to a Treasury Unit, the substitution for the Pledged Treasury Securities included in such Treasury Unit by Notes in an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities.

Common Stock means the common stock shares of AEGON N.V., par value €0.12 per share, or such other securities as may be designated in an Issuer Order.

Issuer means each Person named as an Issuer in the first paragraph of this instrument until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter Issuer shall mean each such successor.

Constituent Person has the meaning set forth in Section 5.4(b).

Contract Adjustment Payments means the payments payable by the Issuers on the Payment Dates in respect of each Purchase Contract, at a rate per year equal to the percentage of the Stated Amount per Purchase Contract set forth in the applicable Issuer Order.

Corporate Trust Office means the office of the Purchase Contract Agent at which, at any particular time, its corporate trust business shall be principally administered, which office is located at [ ].

Corporate Unit means the collective rights and obligations of a Holder of a Corporate Units Certificate in respect of the Notes, subject to the Pledge thereof, and the related Purchase Contract.

Corporate Units Certificate means a certificate evidencing the rights and obligations of a Holder in respect of the number of Corporate Units specified on such certificate.

Current Market Price has the meaning set forth in Section 5.4(a).

Custodial Agent means [ ], a banking corporation with trust powers, as Custodial Agent under the Pledge Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter Custodial Agent shall mean the Person who is then the Custodial Agent thereunder.

Deferred Contract Adjustment Payments has the meaning provided in Section 5.12.

Depositary means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depositary for the Units as contemplated by Sections 3.06 and 3.08.

Depositary Participant means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book entry transfers and pledges of securities deposited with the Depositary.

DTC means The Depository Trust Company.

Early Settlement has the meaning set forth in Section 5.7.

Early Settlement Amount has the meaning set forth in Section 5.7.

Early Settlement Date has the meaning set forth in Section 5.7.

Early Settlement Rate has the meaning set forth in Section 5.7.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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

Excluded Additional Amounts has the meaning set forth in Section 5.13.

Expiration Date has the meaning set forth in Section 1.4(e).

Expiration Time has the meaning set forth in Section 5.4(a).

Extension Period has the meaning set forth in Section 5.12(a).

Failed Remarketing has the meaning set forth in Section 5.2(c).

Global Certificate means a Certificate that evidences all or part of the Units and is registered in the name of the Depositary or a nominee thereof.

Holder means, with respect to a Unit, the Person in whose name the Unit evidenced by a Certificate is registered in the Security Register; provided, however, that solely for the purpose of determining whether the Holders of the requisite number of Units have voted on any matter (and not for any other purpose hereunder), if the Unit remains in the form of one or more Global Certificates and if the Depositary that is the registered holder of such Global Certificate has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Units are credited on the record date, the term Holder shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

Indenture means the Indenture, dated as of October 11, 2001, between the Issuers and the Indenture Trustee (including any provisions of the TIA that are deemed incorporated therein).

Indenture Trustee means Citibank, N.A., as trustee under the Indenture, or any successor thereto.

Issuer Order or Issuer Request means a written order or request signed in the name of the Issuers by (i) either its Chief Executive Officer, its President or one of its Vice Presidents, and (ii) either its Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or one of its Assistant Secretaries, and delivered to the Purchase Contract Agent.

Non-Electing Share has the meaning set forth in Section 5.4(b).

Notes means the series of notes designated in the applicable Issuer Order to be issued by the Issuers under the Indenture.

NYSE has the meaning set forth in Section 5.1.

Officers’ Certificate , when used regarding an Issuer, means a certificate signed by any member of any Issuer’s executive board, its President, Chief Executive Officer, Chief Financial Officer, any Vice President, and (ii) either the Issuers’s Treasurer, Controller, an Assistant Treasurer, the Assistant Controller, the Secretary or an Assistant Secretary of the Issuers, and delivered to the Purchase Contract Agent.

Opinion of Counsel means a written opinion of counsel, who may be counsel to the Issuers (and who may be an employee or other counsel of any Issuer).

Outstanding Units means, with respect to any Unit and as of the date of determination, all Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

(i)

if a Termination Event has occurred, (x) Corporate Units for which the underlying Notes have been theretofore deposited with the Purchase Contract Agent in trust for the Holders of such Corporate Units and (y) Treasury Units for which the underlying Treasury Securities have been theretofore deposited with the Purchase Contract Agent in trust for the Holders of such Treasury Units;

(ii)

Units evidenced by Certificates theretofore cancelled by the Purchase Contract Agent or delivered to the Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement;

(iii)

Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Purchase Contract Agent proof satisfactory to it that such Certificate is held by a bona fide purchaser in whose hands the Units evidenced by such Certificate are valid obligations of the Issuers; and

(iv)

Units so designated in the applicable Issuer Order;

provided, however, that in determining whether the Holders of the requisite number of the Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Units owned by the Issuers or any Affiliate of the Issuers shall be disregarded and deemed not to be Outstanding Units, except that, in determining whether the Purchase Contract Agent shall be authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Units that a Responsible Officer of the Purchase Contract Agent actually knows to be so owned shall be so disregarded. Units so owned that have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee’s right so to act with respect to such Units and that the pledgee is not the Issuers or any Affiliate of the Issuers.

Payment Date means the dates to be specified in the applicable Issuer Order.

Permitted Investments has the meaning set forth in the Pledge Agreement.

Person means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

Plan means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

Pledge means the pledge under the Pledge Agreement of the Notes, the Treasury Securities or other securities designated in the applicable Issuer Order constituting a part of the Units.

Pledge Agreement means the Pledge Agreement among the Issuers, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Units, as amended from time to time.

Pledged Notes has the meaning set forth in the Pledge Agreement.

Pledged Treasury Securities has the meaning set forth in the Pledge Agreement.

Predecessor Corporate Units Certificate of any particular Corporate Units Certificate means previous Corporate Units Certificates evidencing all or a portion of the rights and obligations of the Issuers and the Holder under the Corporate Units evidenced thereby; and, for the purposes of this definition, any Corporate Units Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Units Certificate shall be deemed to evidence the same rights and obligations of the Issuers and the Holder as the mutilated, destroyed, lost or stolen Corporate Units Certificate.

Proceeds has the meaning set forth in the Pledge Agreement.

Prospectus means the prospectus relating to the delivery of shares of any securities in connection with an Early Settlement pursuant to Section 5.7 or a Cash Merger Early Settlement of Purchase Contracts pursuant to Section 5.4(b)(ii), in the form in which first filed, or transmitted for filing, with the Securities and Exchange Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus.

Purchase Contract means, with respect to any Unit, the contract forming a part of such Unit and obligating the Issuers to (i) sell, and the Holder of such Unit to purchase, shares of Common Stock or such other securities as may be set forth in an Issuer Order and (ii) pay the Holder thereof Contract Adjustment Payments, in each case on the terms and subject to the conditions set forth in Article Five hereof.

Purchase Contract Agent means the Person named as the Purchase Contract Agent in the first paragraph of this Agreement until a successor Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter Purchase Contract Agent shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

Purchase Contract Settlement Date means the date for that purpose set forth in the applicable Issuer Order.

Purchase Contract Settlement Fund has the meaning set forth in Section 5.3.

Purchase Price has the meaning set forth in Section 5.1.

Purchased Shares has the meaning set forth in Section 5.4(a)(vi).

Put Right has the meaning set forth in the applicable Issuer Order.

Record Date for any distribution and Contract Adjustment Payment payable on any Payment Date means, as to any Global Certificate or any other Certificate, the first day of the month in which the relevant Payment Date falls unless otherwise specified in the applicable Issuer Order.

Reference Price has the meaning set forth in Section 5.1.

Registration Statement means a registration statement under the Securities Act prepared by the applicable Issuers covering, inter alia , the delivery by the Issuers of any securities in connection with an Early Settlement on the Early Settlement Date or a Cash Merger Early Settlement of Purchase Contracts on the Cash Merger Early Settlement Date under Section 5.4(b)(ii), including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

Remarketing means the remarketing of the Notes by the Remarketing Agent pursuant to the Remarketing Agreement.

Remarketing Agent means the entity designated in the applicable Issuer Order, or any successor remarketing agent appointed by the Issuers pursuant to the Remarketing Agreement.

Remarketing Agreement means the Remarketing Agreement, designated in the applicable Issuer Order among the Issuers, the Remarketing Agent and the Purchase Contract Agent, as amended from time to time.

Remarketing Date means the third Business Day immediately preceding the Purchase Contract Settlement Date.

Remarketing Fee has the meaning set forth in Section 5.2(a).

Reorganization Event has the meaning set forth in Section 5.4(b).

Reset Rate has the meaning set forth in the applicable Issuer Order.

Responsible Officer means, with respect to the Purchase Contract Agent, any officer of the Purchase Contract Agent assigned by the Purchase Contract Agent to administer this Purchase Contract Agreement.

Rights has the meaning set forth in Section 5.4(a).

Rights Agreement has the meaning set forth in Section 5.4(a).

Securities Act means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

Securities Intermediary means [ ], a banking corporation with trust powers, as Securities Intermediary under the Pledge Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter Securities Intermediary shall mean such successor or any subsequent successor who is appointed pursuant to the Pledge Agreement.

Security Register and Security Registrar have the respective meanings set forth in Section 3.5(a).

Senior Indebtedness has the meaning set forth in the applicable Issuer Order.

Separate Notes means Notes that are no longer a component of Corporate Units.

Settlement Rate has the meaning set forth in Section 5.1.

Stated Amount means $25.00 or such other amount.

Successful Remarketing has the meaning set forth in Section 5.2(a)(i).

Taxes has the meaning set forth in Section 5.13.

Taxing Jurisdiction has the meaning set forth in Section 5.13.

Termination Date means the date, if any, on which a Termination Event occurs.

Termination Event means the occurrence of any of the following events:

(i)

at any time on or prior to the Purchase Contract Settlement Date, a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code, adjudicating the Issuers to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Issuers or any other similar applicable Federal or state law and if such judgment, decree or order shall have been entered more than 60 days prior to the Purchase Contract Settlement Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;

(ii)

at any time on or prior to the Purchase Contract Settlement Date, a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Issuers or of its property, or for the termination or liquidation of its affairs, shall have been entered and if such judgment, decree or order shall have been entered more than 60 days prior to the Purchase Contract Settlement Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days;

(iii)

at any time on or prior to the Purchase Contract Settlement Date, the Issuers shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(iv)

at any time as provided in the applicable Issuer Order.

Threshold Appreciation Price has the meaning set forth in Section 5.1.

TIA means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

Trading Day has the meaning set forth in Section 5.1.

Treasury Securities means those U.S. treasury securities or other securities designated in the applicable Issuer Order.

Treasury Unit means, following the substitution of Treasury Securities for Pledged Notes as collateral to secure a Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Treasury Units Certificate in respect of such Treasury Securities, subject to the Pledge thereof, and the related Purchase Contract.

Treasury Units Certificate means a certificate evidencing the rights and obligations of a Holder in respect of the number of Treasury Unit specified on such certificate.

Underwriters means the underwriters identified in the Underwriting Agreement.

Underwriting Agreement means the Underwriting Agreement, designated in the applicable Issuer Order, among the Issuers and the Underwriters.

Unit means a Corporate Unit or a Treasury Unit, as the case may be.

Vice President means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

1.2

Compliance Certificates and Opinions

Except as otherwise expressly provided by this Agreement, upon any application or request by the Issuers to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Issuers shall furnish to the Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include:

(a)

a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)

a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)

a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

1.3

Form of Documents Delivered to Purchase Contract Agent

(a)

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b)

Any certificate or opinion of an officer of the Issuers may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuers unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c)

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

1.4

Acts of Holders; Record Dates

(a)

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the Act of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Purchase Contract Agent and the Issuers, if made in the manner provided in this Section.

(b)

The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Purchase Contract Agent deems sufficient.

(c)

The ownership of Units shall be proved by the Security Register.

(d)

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit shall bind every future Holder of the same Unit and the Holder of every Certificate evidencing such Unit issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Purchase Contract Agent or the Issuers in reliance thereon, whether or not notation of such action is made upon such Certificate.

(e)

The Issuers may set any date as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Units. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Corporate Units and the Outstanding Treasury Units, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Corporate Units or the Treasury Units, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken prior to or on the applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date. Nothing contained in this paragraph shall be construed to prevent the Issuers from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuers, at its own expense, shall cause notice of such record date, the proposed action by Holders and the

applicable Expiration Date to be given to the Purchase Contract Agent in writing and to each Holder of Units in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section 1.4(e), the Issuers may designate any date as the Expiration Date and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder of Units in the manner set forth in Section 1.6, prior to or on the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Issuers shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

1.5

Notices

Any notice or communication is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

(a)

If to the Purchase Contract Agent:

[ · ]

[ ]

Attn: [Citibank Agency & Trust]

(b)

If to the Issuers:

AEGON N.V.

AEGONplein 50

PO Box 202

2501 CE

The Hague

The Netherlands

Attention: [ ]

AEGON Funding Corp.

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

AEGON Funding Corp. II

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

(c)

If to the Collateral Agent:

[ · ]

[ ]

Attention: [ ]

(d)

If to the Indenture Trustee:

Citibank, N.A.

[ ]

Attention: Citibank Agency & Trust

The Purchase Contract Agent shall send to the Indenture Trustee a copy of any notices in the form of Exhibits 3, 4, 5 or 6 it sends or receives.

1.6

Notice to Holders; Waiver

(a)

Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided or otherwise provided in the applicable Issuer Order) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b)

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

1.7

Effect of Headings and Table of Contents

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

1.8

Successors and Assigns

All covenants and agreements in this Agreement by the Issuers and the Purchase Contract Agent shall bind their respective successors and assigns, whether so expressed or not.

1.9

Separability Clause

In case any provision in this Agreement or in the Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

1.10

Benefits of Agreement

Nothing contained in this Agreement or in the Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

1.11

Governing Law

This Agreement and the Units as well as any disputes arising out of or in connection with this Agreement and the Units shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.

1.12

Legal Holidays

(a)

In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Contract Adjustment Payments or other distributions shall not be paid on such date, but Contract Adjustment Payments or such other distributions shall be paid on the next succeeding Business Day, unless such Business Day is in the next succeeding calendar

year, in which case such Contract Adjustment Payments or other distributions shall be paid on the immediately preceding Business Day, in each case with the same force and effect as if made on such scheduled Payment Date; provided that no interest shall accrue or be payable by the Issuers to any Holder in respect of such payment or distribution for the period from and after any such scheduled Payment Date.

(b)

In any case where the Purchase Contract Settlement Date or any Early Settlement Date or Cash Merger Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Purchase Contracts shall not be performed and Early Settlement and Cash Merger Early Settlement shall not be effected on such date, but Purchase Contracts shall be performed or Early Settlement or Cash Merger Early Settlement shall be effected, as applicable, on the next succeeding Business Day with the same force and effect as if made on such Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable.

1.13

Counterparts

This Agreement, any supplements, amendments, waivers or any other agreements called for in this Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

1.14

Inspection of Agreement

A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

1.15

Appointment of Financial Institution as Agent for the Issuers

The Issuers may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.5 hereof. Any such appointment shall not relieve the Issuers in any way from its obligations hereunder.

1.16

No Waiver

No failure on the part of the Issuers, the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Issuers, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

CERTIFICATE FORMS

2.1

Forms of Certificates Generally

(a)

The Certificates (including the form of Purchase Contract forming part of each Unit evidenced thereby) shall be in substantially the form set forth in Exhibit 1 hereto (in the case of Certificates evidencing Corporate Units) or Exhibit 2 hereto (in the case of Certificates evidencing Treasury Units), with such letters, numbers or other marks of identification or designation and such legends or

endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Units are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Issuers executing such Certificates, as evidenced by their execution of the Certificates.

(b)

The definitive Certificates shall be produced in any manner as determined by the officers of the Issuers executing the Units evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

(c)

Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE 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 PURCHASE CONTRACT AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, [55 WATER STREET, NEW YORK, NEW YORK 10004], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

2.2

Form of Purchase Contract Agent’s Certificate of Authentication

The form of the Purchase Contract Agent’s certificate of authentication of the Units shall be in substantially the form set forth on the form of the applicable Certificates.

THE UNITS

3.1

Amount; Form and Denominations

The aggregate number of Units evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is unlimited.

The Certificates shall be issuable only in registered form and only in denominations of a single Corporate Unit or Treasury Unit and any integral multiple thereof.

3.2

Rights and Obligations Evidenced by the Certificates

(a)

Each Corporate Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of a beneficial interest in a Note, subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Issuers under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant to the Pledge Agreement, the Note forming a part of such

Corporate Unit, to the Collateral Agent for the benefit of the Issuers, and to grant to the Collateral Agent, for the benefit of the Issuers, a security interest in the right, title and interest of such Holder in such Note to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock.

(b)

Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a ¹ / 40 th undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Issuers under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to the Pledge Agreement, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, for the benefit of the Issuers, and to grant to the Collateral Agent, for the benefit of the Issuers, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock.

(c)

Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Issuers or for any other matter, or any other rights whatsoever as a shareholder of the Issuers.

3.3

Execution, Authentication, Delivery and Dating

(a)

Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Issuers may deliver Certificates executed by the Issuers to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates.

(b)

The specific terms of the Units will be supplemented by the terms contained in the Certificates executed and delivered by the Issuers or in the accompanying Issuer Order. The accompanying Issuer Order will also specify whether the Pledge Agreement and the Remarketing Agreement, are applicable and, if so, the terms of those agreements.

(c)

The Certificates shall be executed on behalf of the Issuers by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer or one of its Vice Presidents. The signature of any of these officers on the Certificates may be manual or facsimile.

(d)

Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuers shall bind the Issuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

(e)

No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized officer of the Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized officer of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate.

(f)

Each Certificate shall be dated the date of its authentication.

(g)

No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Purchase Contract Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

3.4

Temporary Certificates

(a)

Pending the preparation of definitive Certificates, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit 1 or Exhibit 2 hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units or Treasury Units, as the case may be, are listed, or as may, consistently herewith, be determined by the officers of the Issuers executing such Certificates, as evidenced by their execution of the Certificates.

(b)

If temporary Certificates are issued, the Issuers will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Issuers and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Units as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Units evidenced thereby as definitive Certificates.

3.5

Registration; Registration of Transfer and Exchange

(a)

The Purchase Contract Agent shall keep at the Corporate Trust Office a register (the Security Register ) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of Certificates and of transfers of Certificates (the Purchase Contract Agent, in such capacity, the Security Registrar ). The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Corporate Units and Treasury Units.

(b)

Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, like tenor, and evidencing a like number of Corporate Units or Treasury Units, as the case may be.

(c)

At the option of the Holder, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Corporate Units or Treasury Units, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive.

(d)

All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Corporate Units or Treasury Units, as the case may be, and be

entitled to the same benefits and subject to the same obligations under this Agreement as the Corporate Units or Treasury Units, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

(e)

Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Purchase Contract Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

(f)

No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Issuers and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Sections 3.4, 3.6, 3.9 and 8.5 not involving any transfer.

(g)

Notwithstanding the foregoing, the Issuers shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest to occur of any Early Settlement Date with respect to such Certificate, any Cash Merger Early Settlement Date with respect to such Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

(i)

if the Purchase Contract Settlement Date (including upon any Cash Settlement) or an Early Settlement Date or a Cash Merger Early Settlement Date with respect to such other Certificate has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such other Certificate; or

(ii)

if a Termination Event shall have occurred prior to the Purchase Contract Settlement Date, transfer the Notes or the Treasury Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article Five hereof.

3.6

Book-Entry Interests

(a)

The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Issuers. The Issuers hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Issuers in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Issuers. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9:

(i)

the provisions of this Section 3.6 shall be in full force and effect;

(ii)

the Issuers shall be entitled to deal with the Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners;

(iii)

to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.6 shall control; and

(iv)

the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

(b)

Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

3.7

Notices to Holders

Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Issuers or the Issuers’s agent shall give such notices and communications to the Holders and, with respect to any Units registered in the name of the Depositary or the nominee of the Depositary, the Issuers or the Issuers’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

3.8

Appointment of Successor Depositary

If the Depositary elects to discontinue its services as securities depositary with respect to the Units, the Issuers may, in its sole discretion, appoint a successor Depositary with respect to the Units.

3.9

Definitive Certificates

If:

(a)

the Depositary notifies the Issuers that it is unwilling or unable to continue its services as securities depositary with respect to the Units and no successor Depositary has been appointed pursuant to Section 3.8 within 90 days after such notice; or

(b)

the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Issuers, and no successor Depositary has been appointed pursuant to within 90 days after such notice; or

(c)

the Issuers determines in its sole discretion that the Global Certificates shall be exchangeable for definitive Certificates,

then (x) definitive Certificates shall be prepared by the Issuers with respect to such Units and delivered to the Purchase Contract Agent and (y) upon surrender of the Global Certificates representing the Units by the Depositary, accompanied by registration instructions, the Issuers shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. The Issuers and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Units of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

3.10

Mutilated, Destroyed, Lost and Stolen Certificates

(a)

If any mutilated Certificate is surrendered to the Purchase Contract Agent, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

(b)

If there shall be delivered to the Issuers and the Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Issuers or the Purchase Contract Agent that such Certificate has been acquired by a bona fide purchaser, the Issuers shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

(c)

Notwithstanding the foregoing, the Issuers shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the earliest of any Early Settlement Date with respect to such lost or mutilated Certificate, any Cash Merger Early Settlement Date with respect to such lost or mutilated Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

(i)

if the Purchase Contract Settlement Date or Early Settlement Date or Cash Merger Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Certificate; or

(ii)

if a Cash Settlement with respect to such lost or mutilated Certificate or if a Termination Event shall have occurred prior to the Purchase Contract Settlement Date, transfer the Notes or the Treasury Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article Five hereof.

(d)

Upon the issuance of any new Certificate under this Section, the Issuers and the Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including, without limitation, the fees and expenses of the Purchase Contract Agent) connected therewith.

(e)

Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Issuers and of the Holder in respect of the Units evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

(f)

The provisions of this Section are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

3.11

Persons Deemed Owners

(a)

Prior to due presentment of a Certificate for registration of transfer, the Issuers and the Purchase Contract Agent, and any agent of the Issuers or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the owner of the Units evidenced thereby for purposes of (subject to any applicable record date) any payment or distribution on the Notes, payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes

whatsoever in connection with such Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Issuers nor the Purchase Contract Agent, nor any agent of the Issuers or the Purchase Contract Agent, shall be affected by notice to the contrary.

(b)

Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Issuers, the Purchase Contract Agent or any agent of the Issuers or the Purchase Contract Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Issuers, the Purchase Contract Agent or any agent of the Issuers or the Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

3.12

Cancellation

(a)

All Certificates surrendered (i) for delivery of shares of Common Stock on or after the Purchase Contract Settlement Date, (ii) upon the transfer of Notes, or for delivery of the Treasury Securities, after the occurrence of a Termination Event or pursuant to a Cash Settlement, an Early Settlement or a Cash Merger Early Settlement, or (iii) upon the registration of transfer or exchange of a Unit, or a Collateral Substitution or the recreation of Corporate Units shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent along with appropriate written instructions regarding the cancellation thereof and, if not already cancelled, shall be promptly cancelled by it. The Issuers may at any time deliver to the Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder which the Issuers may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase Contract Agent shall be disposed of in accordance with its customary practices.

(b)

If the Issuers or any Affiliate of the Issuers shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Purchase Contract Agent cancelled or with appropriate written instructions regarding the cancellation thereof.

3.13

Creation of Treasury Units by Substitution of Treasury Securities

(a)

Subject to the conditions set forth in this Agreement and unless otherwise provided in the applicable Issuer Order, a Holder may, at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, effect a Collateral Substitution and separate the Notes from the related Purchase Contracts in respect of such Holder’s Corporate Units by substituting for such Notes, Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of such Notes; provided that Holders may make Collateral Substitutions only in integral multiples of 40 Corporate Units or such other amount as may be designated in the applicable Issuer Order. To effect such substitution, the Holder must:

(i)

deposit with the Securities Intermediary Treasury Securities having an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes comprising part of such Corporate Units, which shall be purchased in the open market at the Holder’s expense unless otherwise owned by such Holder; and

(ii)

transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit 3 hereto, (i) stating that the Holder has deposited the relevant amount of Treasury Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Notes underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit 1 to the Pledge Agreement.

(b)

Upon receipt of the Treasury Securities described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of such Notes from the Pledge, free and clear of the Issuers’s security interest therein, and the transfer of such Notes to the Purchase Contract Agent on behalf of the Holder. Upon receipt of such Notes, the Purchase Contract Agent shall promptly:

(i)

cancel the related Corporate Units;

(ii)

transfer the Notes to the Holder (such Notes shall be tradable as a separate security, independent of the resulting Treasury Units); and

(iii)

authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Issuers in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. Holders who elect to separate the Notes from the related Purchase Contracts and to substitute Treasury Securities for such Notes shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the substitution, and neither the Issuers nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

(c)

In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver Corporate Units Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, any distributions on the Notes shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, such Holder provides evidence satisfactory to the Issuers and the Purchase Contract Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Issuers.

(d)

Except as described in Section 5.2 or in this Section 3.13 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Corporate Unit remains in effect, such Corporate Units shall not be separable into their constituent parts, and the rights and obligations of the Holder in respect of the Notes and the Purchase Contract comprising such Corporate Units may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

3.14

Recreation of Corporate Units

(a)

Subject to the conditions set forth in this Agreement and unless otherwise provided in the applicable Issuer Order, a Holder of Treasury Units may recreate Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 40 Treasury Units or such other amount as may be designated in the applicable Issuer Order. To recreate Corporate Units, the Holder must:

(i)

transfer to the Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Treasury Securities comprising part of the Treasury Units, which shall be purchased in the open market at the Holder’s expense unless otherwise owned by the Holder; and

(ii)

transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit 3 hereto, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit 3 to the Pledge Agreement.

(b)

Upon receipt of the Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Issuers’s security interest therein, and the transfer thereof to the Purchase Contract Agent on behalf of the Holder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly:

(i)

cancel the related Treasury Units;

(ii)

transfer the Treasury Securities to the Holder; and

(iii)

authenticate, execute on behalf of such Holder and deliver a Corporate Unit Certificate executed by the Issuers in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units.

(c)

Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the recreation, and neither the Issuers nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

Except as provided in Section 5.2 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the ¹ / 40 th of a Treasury Security and the Purchase Contract comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

3.15

Transfer of Collateral upon Occurrence of Termination Event

(a)

Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit 4 hereto, mailed to such Holder at its address as it appears in the Security Register.

(b)

Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions from such Holder, the Purchase Contract Agent shall transfer the Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

(i)

the transfer of such Corporate Units or Treasury Units, the surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Issuers and the Purchase Contract

Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Issuers; and

(ii)

the expiration of the time period specified in the abandoned property laws of the state in which the Purchase Contract Agent holds such property.

3.16

No Consent to Assumption

Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Issuers or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Issuers becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

THE NOTES

4.1

Interest Payments; Rights to Interest Payments Preserved

(a)

Any payment on any Note which is paid on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Note forms a part is registered at the close of business on the Record Date for such Payment Date.

(b)

Each Corporate Units Certificate evidencing Notes delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrue future interest or distributions, which were carried by the Notes.

(c)

In the case of any Corporate Unit with respect to which (A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.2 hereof, (B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.7 hereof, (C) Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.4(b)(ii) hereof, or (D) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Notes underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date.

(d)

Except as otherwise expressly provided in the immediately preceding paragraph, in the case of any Corporate Units with respect to which Cash Settlement, Early Settlement or Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution has been effected, payments on the related Notes that would otherwise be payable or made after the Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes.

4.2

Notice and Voting

(a)

Under the terms of the Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Corporate Units a notice:

(i)

containing such information as is contained in the notice or solicitation;

(ii)

stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying their Corporate Units; and

(iii)

stating the manner in which such instructions may be given.

(b)

Upon the written request of the Holders of Corporate Units on such record date received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Notes, as the case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate Unit, the Purchase Contract Agent shall abstain from voting the Notes underlying such Corporate Unit. The Issuers hereby agree, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Notes.

4.3

Redemption

If so designated in an Issuer Order, the Issuers may elect to redeem the Notes upon certain events. If the Issuers elect to do so, the relevant Issuer shall notify the Collateral Agent in writing of its election and of the relevant date on which such redemption shall occur. On the relevant redemption date the Collateral Agent shall release and surrender the pledged Notes to the Indenture Trustee against delivery of an amount equal to the aggregate redemption price for the Notes so redeemed.

THE PURCHASE CONTRACTS

5.1

Purchase of Shares of Common Stock

Issuance of Purchase Contracts

(a)

Purchase Contracts may be issued as part of a Unit or independently of a Unit. Purchase Contracts may be issued in one or more series by Issuer Order. A Purchase Contract will be substantially in the form of Exhibit 7. There shall be established pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Purchase Contracts of such series:

(i)

the designation of the Purchase Contracts of the series, which shall distinguish the Purchase Contracts of the series from the Purchase Contracts of all other series;

(ii)

any limit upon the aggregate number of the Purchase Contracts of the series that may be countersigned and delivered under this Agreement (disregarding any Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Purchase Contracts of the series);

(iii)

the securities used to determine the amount payable upon settlement of the Purchase Contracts of the series ( Purchase Contract Property ), and the amount of such property (or the method for determining the same);

(iv)

whether the Purchase Contracts of the series provide for the purchase by the Issuers and the sale by the Holder or the sale by the Issuers and the purchase by the Holder of the Purchase Contract Property;

(v)

the Purchase Price at which and, if other than U.S. dollars, the coin or currency with which the Purchase Contract Property is to be purchased and sold upon settlement of the Purchase Contracts of the series (or the method for determining the same) and whether the Purchase Price for such Purchase Contracts may be paid in cash or by the exchange or any other security, or both, or otherwise, and the time at which such Purchase Price shall be paid (if different from the settlement date);

(vi)

the specific dates on which the Purchase Contracts will be settled, whether the settlement may be accelerated by the Issuers or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain outstanding immediately following such acceleration;

(vii)

whether any Purchase Contracts of the series will be issued in global form or definitive form or both, and whether and on what terms Purchase Contracts in one form may be converted into or exchanged for Purchase Contracts in the other form;

(viii)

any agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Purchase Contracts of the series;

(ix)

whether the Purchase Contracts of such series will be subject to redemption by the Issuers and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and

(x)

any other terms of the Purchase Contracts of the series.

All Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officers’ Certificate referred to above or as set forth in any such agreement supplemental hereto. All Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officers’ Certificate or in such agreement supplemental hereto.

(b)

Each Purchase Contract shall obligate the Holder of the related Units to purchase, and the Issuers to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the Purchase Price ), a number of newly issued shares of Common Stock (subject to Section 5.9) equal to the Settlement Rate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The Settlement Rate is equal to:

(i)

if the Adjusted Applicable Market Value (as defined below) is greater than or equal to the amount so designated in the applicable Issuer Order (the Threshold Appreciation Price ), the number of shares of Common Stock per Purchase Contract so designated in the applicable Issuer Order;

(ii)

if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than the amount so designated in the applicable Issuer Order (the Reference Price ), the number of shares of Common Stock per Purchase Contact having a value equal to the Stated Amount divided by the Adjusted Applicable Market Value; or

(iii)

if the Adjusted Applicable Market Value is less than or equal to the Reference Price, the number of shares of Common Stock per Purchase Contract;

in each case subject to adjustment as provided in Section 5.4 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

The Applicable Market Value means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date, subject to adjustments set forth under Section 5.4 hereof.

The Adjusted Applicable Market Value means (i) prior to any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a), the Applicable Market Value, and (ii) at the time of and after any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a), the Applicable Market Value multiplied by a fraction of which the numerator shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) and the denominator shall be the Settlement Rate immediately prior to such adjustment; provided, however, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) and (x) of Section 5.4(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

The Closing Price of the Common Stock on any date of determination means the closing sale price of the Common Stock on Euronext Amsterdam, or any successor to it, on such date or, if the Common Stock is not listed for trading on Euronext Amsterdam on any such date, the market value of the Common Stock in euro on the date of determination as determined by an internationally recognized independent investment banking firm retained by the Issuers for this purpose.

A Trading Day means a day on which the Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

(c)

Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance of such Unit, irrevocably:

(i)

authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);

(ii)

agrees to be bound by the terms and provisions thereof;

(iii)

covenants and agrees to perform its obligations under such Purchase Contract for so long as such Holder remains a Holder of a Corporate Unit or a Treasury Unit;

(iv)

consents to the provisions hereof;

(v)

authorizes the Purchase Contract Agent to enter into and perform this Agreement and the Pledge Agreement on its behalf and in its name as its attorney-in-fact; and

(vi)

consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Account, including the Notes or the Treasury Securities pursuant to the Pledge Agreement,

provided that upon a Termination Event, the rights of the Holder of such Units under the Purchase Contract may be enforced without regard to any other rights or obligations.

(d)

Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, further covenants and agrees that to the extent and in the manner provided in Section 5.2 hereof and the Pledge Agreement, but subject to the terms thereof, Proceeds of the Notes or the Treasury Securities on the Purchase Contract Settlement Date, shall be paid by the Collateral Agent to the Issuers in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such Proceeds.

(e)

Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement, the Purchase Contracts underlying such Certificate and the Pledge Agreement and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts underlying the Certificate so transferred and the Pledge Agreement. The Issuers covenant and agree, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

(f)

The applicable Issues Order may specify additional rights and/or obligations of the Holder of Common Stock.

5.2

Remarketing; Payment of Purchase Price

(a) (i)

The Issuers shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent and the Pledged Notes and Separate Notes (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the Remarketing ) such Pledged Notes and Separate Notes on such date at a price as designated in the applicable Issuer Order.

If the Remarketing Agent is able to remarket the Notes and Separate Notes at a price equal to or greater than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Notes (if any) (a Successful Remarketing ), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the Remarketing Fee ) an amount as designated in the applicable Issuer Order. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall cause the Securities Intermediary to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent.

None of the Issuers, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase

Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units.

(ii)

Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Notes may elect to have their Separate Notes remarketed under the Remarketing Agreement by delivering their Separate Notes, along with a notice of such election, substantially in the form of Exhibit 6 to the Pledge Agreement, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing. The Custodial Agent shall hold Separate Notes in an account separate from the Collateral Account in which the Pledged Notes (as defined in the Pledge Agreement) shall be held. Holders of Separate Notes electing to have their Separate Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, in the form as provided in the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Notes to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all such Separate Notes delivered to the Custodial Agent pursuant to the Pledge Agreement and not validly withdrawn prior to such date.

(iii)

Not later than seven calendar days nor more than 15 calendar days prior to the Remarketing Date, the Issuers shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units of the procedures to be followed in such Remarketing, including, in the case of a Failed Remarketing, the procedures to be followed if a Holder wishes to exercise its Put Right.

(iv)

The Issuers agree to use their reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Notes to be remarketed in the Remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing.

(b) (i)

Unless an Early Settlement or a Cash Merger Early Settlement has occurred, each Holder of Corporate Units shall have the right to satisfy such Holder’s obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 hereto of its intention to pay in cash ( Cash Settlement ) prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement.

(ii)

A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments pursuant to written instructions received from the Issuers and paid to the Issuers on the Purchase Contract Settlement Date in settlement of the Purchase Contracts in accordance

with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from such Permitted Investments in excess of the Purchase Price for the shares of Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder.

(iii)

If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.02(b)(i) above, or does notify the Purchase Contract Agent in accordance with paragraph 5.02(b)(i) above but fails to make such payment as required by paragraph 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the Remarketing as described in paragraph 5.02(a) above.

(iv)

Promptly after 5:00 p.m. (New York City time) on the fourth Business Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.2(b)(ii) hereof, shall promptly notify the Purchase Contract Agent and the Indenture Trustee of the aggregate principal amount of Notes to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement.

(c)

If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket all of the Pledged Notes and Separate Notes (if any) at a price not less than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Pledged Notes and Separate Notes to be remarketed in the Remarketing or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a Failed Remarketing ). In the event of a Failed Remarketing, the Remarketing Agent shall use its reasonable efforts to remarket the Pledged Notes and Separate Notes (if any) such number of subsequent times as shall be designated in the applicable Issuer Order. If a Failed Remarketing shall have occurred for each required remarketing, the Issuers shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following the Remarketing Date, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal and on Bloomberg News. Following a Failed Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Notes that are subject to a Failed Remarketing, and any Notes that are a component of a Corporate Unit with respect to which the Holder has notified the Purchase Contract Agent of an intent to effect Cash Settlement pursuant to Section 5.2(b)(i) or Section 5.2(d)(i) and failed to deliver the Purchase Price pursuant to Section 5.2(b)(ii) or Section 5.2(d)(ii), shall be deemed to have exercised such Holder’s Put Right with respect to such Notes and to have authorized the Collateral Agent to pay, in the manner provided for in the Pledge Agreement, the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right in full satisfaction of such Holder’s obligations under the related Purchase Contracts, provided that if the Issuers shall fail to pay the Put Price when due, the Issuers shall be deemed to have netted such Holder’s obligation to pay the Issuers the Purchase Price under the Purchase Contracts against the Issuers’s obligation to pay the Put Price, in full satisfaction of such Holder’s obligation under the Purchase Contracts.

(d) (i)

Each Holder of a Corporate Unit who intends to effect a Cash Settlement of the underlying Purchase Contract following a Failed Remarketing shall so notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 hereto prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement.

(ii)

(iii)

If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.2(d)(i) above, or does notify the Purchase Contract Agent in accordance with Section 5.2(d)(i) above but fails to make such payment as required by Section 5.2(d)(ii) above, such Holder shall be deemed to have automatically exercised such Holder’s Put Right following a Failed Remarketing as described in paragraph Section 5.2(c) above.

(e)

Any distribution to Holders of any payments described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register or by wire transfer to an account specified by the Holder.

(f)

Upon Cash Settlement of any Purchase Contract:

(i)

the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Notes underlying the relevant Corporate Units to be released from the Pledge, free and clear of any security interest of the Issuers, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and

(ii)

subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Notes or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state where such property is held).

(g)

The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price.

(h)

The Issuers shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the Issuers shall have received payment for the Common Stock to be purchased thereunder in the manner herein set forth.

5.3

Issuance of Shares of Common Stock

Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.4(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Units, the Issuers shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the Purchase Contract Settlement Fund ) to which the Holders are entitled hereunder.

Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.9 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Issuers that such tax either has been paid or is not payable.

5.4

Adjustment of Settlement Rate

(a)

Adjustments for Dividends, Distributions, Stock Splits, Etc.

(i)

Stock Dividends

In case the Issuers shall pay or make any dividend or distribution consisting of cash, Common Stock or both to all holders of the Common Stock to the extent that the aggregate value of such dividend or distribution per share, together with the value per share of each other such dividend, issue or distribution for which the ex dividend date occurred in the 365 consecutive day period prior to the record date of such dividend, issue or distribution (whereby, in a situation where dividends for two different fiscal years have been paid during this 365-day period, the dividend for the previous fiscal year will not be taken account of) exceeds an amount to be designated in the Issuer Order (as adjusted from time to time to reflect the subdivisions or consolidations of the Common Stock), the Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by dividing such Settlement Rate by a fraction of which, unless otherwise provided in the applicable Issuer Order:

(A)

the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and

(B)

the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately at the opening of business on the day following the date fixed for such determination.

For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuers but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Issuers agree that they shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Issuers.

(ii)

Stock Purchase Rights

In case the Issuers shall issue rights, warrants, purchase contracts, options or other securities, to all holders of Common Stock (not being available on an equivalent basis to Holders of the Units

upon settlement of the Purchase Contracts underlying such Units) entitling them, for a period expiring within 45 days after the record date for the determination of shareholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date of announcement of such issuance, the Settlement Rate in effect at the close of business on the date of such announcement shall be increased by dividing such Settlement Rate by a fraction of which, unless otherwise provided in the applicable Issuer Order:

(A)

the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and

(B)

the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase,

such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement.

The Issuers agree that they shall notify the Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and the Settlement Rate shall thereupon be readjusted to the Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this subparagraph (B), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuers but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Issuers agree that they shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Issuers.

(iii)

Stock Splits; Reverse Splits

Unless otherwise provided in the applicable Issuer Order, in case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, the Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or combination becomes effective.

(iv)

Debt or Asset Distributions

In case the Issuers shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property but excluding any rights, warrants or options referred to in Section 5.4(a)(ii), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in Section 5.4(a)(i)), the Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such distribution shall be adjusted by dividing such rate by a fraction of which, unless otherwise provided in the applicable Issuer Order:

(A)

the numerator shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then fair market value (as reasonably determined by the Board of Directors, whose determination shall be conclusive and the basis for which

shall be described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock; and

(B)

the denominator shall be such Current Market Price per share of Common Stock,

such adjustment to become effective at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this paragraph (iv) is applicable, paragraph (ii) of this Section 5.4(a) shall not be applicable. In the event that such dividend or distribution is not so paid or made, the Settlement Rate shall again be adjusted to be the Settlement Rate which would then be in effect if such dividend or distribution had not been declared.

(v)

Cash Distributions

Unless otherwise provided in the applicable Issuer Order, in case any Issuer shall, by dividend or otherwise, distribute to all holders of its Common Stock exclusively cash (excluding cash that is distributed in a Reorganization Event to which Section 5.4(b) applies) to the extent that the aggregate cash distribution pursuant to this Section 5.4(a)(v) plus (1) all other cash distributions made exclusively in cash within twelve months preceding the date of such cash distribution and in which no prior adjustment pursuant to this Section or Section 5.4(a)(vi) has been made and (2) any cash and fair market value (as reasonably determined by the Issuers), calculated as of the expiration of the tender or exchange referred to in Section 5.4(a)(vi), of consideration payable in respect of any tender or exchange offer (other than consideration payable in respect of an odd-lot tender offer) by the Issuers or any subsidiary of the Issuers for all or any portion of Common Stock expiring within twelve months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to this Section 5.4(a)(v) has been made, exceeds the amount designated in the applicable Issuer Order multiplied by the number of shares of Common Stock outstanding on the Record Date for such distribution, then, in such case, the Settlement Rate shall be increased so that the same shall equal the rate determined by dividing the Settlement Rate in effect immediately prior to the close of business on such record date by a fraction of which, unless otherwise provided in the applicable Issuer Order:

(A)

the numerator shall be the Current Market Price of Common Stock on such record date less the amount of cash so distributed (and not excluded as provided above) applicable to one share of Common Stock; and

(B)

the denominator shall be the Current Market Price of Common Stock,

such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event the portion of cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Unit shall have the right to receive upon settlement of the Units the amount of cash such Holder would have received had such Holder settled each Unit on the record date. In the event that such dividend or distribution is not so paid or made, the Settlement Rate shall again be adjusted to be the Settlement Rate which would then be in effect if such dividend or distribution had not been declared.

(vi)

Tender Offers

Unless otherwise provided in an Issuer Order, the successful completion of a tender or exchange offer made by the Issuers or any of their subsidiaries or any third party with the agreement of the Issuer or any of its subsidiaries for the Common Stock that involves an aggregate consideration having a fair market value that, when combined with (1) any cash and the fair market value of other consideration payable in respect of any tender or exchange offer (as reasonably determined by the Issuers) by the Issuers or any of the Issuers’ subsidiaries completed within the same fiscal year as such tender or exchange offer and (2) the aggregate amount of any distributions in cash,

Common Stock or both to all holders of the Common Stock made within such fiscal year, exceeds an amount to be designated in an Issuer Order of the Issuers’ aggregate market capitalization on the expiration of such tender or exchange offer (the Expiration Time ), then, the Settlement Rate in effect at the close of business on the day of the Expiration Time shall be adjusted by dividing it by a fraction unless otherwise provided in the applicable Issuer Order:

(A)

the numerator of which shall be equal to (A) the product of (i) the Current Market Price per share of Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the date of the Expiration Time less (B) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to shareholders based on the transactions described in clauses (i), (II) and (III) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares); and

(B)

the denominator of which shall be equal to the product of (A) the Current Market Price per share of Common Stock as of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the Purchased Shares ), such adjustment to become effective at the opening of business on the date following the date of the Expiration Time.

(vii)

The Issuer Order may provide for adjustments related to the following events:

(A)

an alteration to the nominal value of the Common Stock as a result of consolidation, redenomination or subdivision of the Common Shares;

(B)

the Issuers issue or sell Common Stock, or cause the Common Stock to be issued or sold, for a sale price that is less than a percentage, to be designated in the applicable Issuer Order, of the then Current Market Price per share on the date of the pricing of such Common Shares; and

(C)

the Issuers issue and sell, or cause to be issued and sold, securities for cash that are convertible or exchangeable into or otherwise exercisable for the Common Stock and the sale price per equity-linked security, together with any other consideration received or to be received by the Issuers in respect of such equity-linked security, is less than a percentage, to be designated in the applicable Issuer Order, of the then Current Market Price per share on the date of the pricing of such newly issued equity-linked securities.

(viii)

Reclassification

The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon a Reorganization Event to which Section 5.4(b) applies) shall be deemed to involve, unless otherwise provided in the applicable Issuer Order:

(A)

a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of shareholders entitled to receive such distribution” and the “date fixed for such determination” within the meaning of Section 5.4(a)(iv)); and

(B)

a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of Section 5.4(a)(iii)).

(ix)

Current Market Price

The Current Market Price per share of Common Stock on any date of determination means the average of the daily Closing Prices for the 20 consecutive Trading Days ending on such date.

(x)

Calculation of Adjustments

All adjustments to the Settlement Rate shall be calculated to the nearest 1/100th of a share of Common Stock (or if there is not a nearest 1/100th of a share, to the next lower 1/100th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent thereof; provided, however, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(xi)

Increase of Settlement Rate

The Issuers may, but shall not be required to, make such increases in the Settlement Rate, in addition to those required by this Section, as the Issuers consider to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.

In any event, no adjustment will be made to the Settlement Rate where the Common Stock or other securities (including rights, warrants or options) are issued, offered, exercised, allotted, appropriated, modified or granted to eligible individuals (including members of the Board of Directors) pursuant to any manager’s or employees’ share option or incentive plan of the Issuer, as such plans may be established, amended, supplemented or renewed.

The Settlement Rate may not be reduced so that, on settlement of the Purchase Contracts, the Common Stock would be issued at a discount to their par value.

(b)

Adjustment for Consolidation, Merger, Conversion or Other Reorganization Event.

(i)

Unless otherwise provided in an applicable Issuer Order, in the event of:

(A)

any consolidation or merger of any Issuer with or into another Person (other than a merger or consolidation in which such Issuer is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Issuers or another corporation);

(B)

any statutory share exchange of any Issuer with another Person (other than in connection with a merger or acquisition); or

(C)

any liquidation, dissolution or termination of the Issuers other than as a result of or after the occurrence of a Termination Event

(any event described in clauses (A), (B) and (C) a Reorganization Event ), each Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock immediately prior to the closing date of such Reorganization Event.

The amount of such securities, cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Reorganization Event shall be the amount of securities, cash and other property receivable upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event. In determining

the kind and amount of such securities, cash and other property pursuant to the foregoing, it will be assumed that such holder of Common Stock is not a Person with which the Issuers consolidated or into which the Issuers merged or which merged into the Issuers or to which such sale or transfer was made, as the case may be (any such Person, a Constituent Person ), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Issuers and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ( Non-Electing Share ), then for the purpose of this Section 5.4 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares).

In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Issuers or, in the event of a liquidation, dissolution or termination of the Issuers, the Issuers or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that each Holder of an Outstanding Unit shall have the rights provided by this Section 5.4(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5.4. The above provisions of this Section 5.4 shall similarly apply to successive Reorganization Events.

(ii)

In the event of a consolidation or merger of the Issuers with or into another Person or any merger of another Person into the Issuers (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Issuers’s shareholders consists of cash or cash equivalents (a Cash Merger ), a Holder of a Unit may settle ( Cash Merger Early Settlement ) its Purchase Contract, upon the conditions set forth below unless otherwise provided in the applicable Issuer Order, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (i) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (ii) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.4(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Issuers) under the Securities Act. If such a Registration Statement is so required, the Issuers covenant and agree to use their best efforts to (A) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. If a Holder effects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any Deferred Contract Adjustment Payments and any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts.

Within five Business Days of the completion of a Cash Merger, the Issuers shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.4(b)(ii), the date on

which such Cash Merger Early Settlement shall occur (which date shall be at least five days but not more than 20 days after the date of such written notice by the Issuers, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the Cash Merger Early Settlement Date ), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder, including the amount of Contract Adjustment Payments receivable, upon settlement.

Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.4(b)(ii) in integral multiples of 40 Treasury Units or such other amount as may be designated in the applicable Issuer Order. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.1 shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.4(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, a Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Issuers or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Issuers in immediately available funds) in an amount (the Cash Merger Early Settlement Amount ) equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement, less the amount of any Contract Adjustment Payments (including, for the avoidance of doubt, any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments) payable to such Holder on the next succeeding Payment Date as a result of such Cash Merger Early Settlement; provided that, no amount shall be deducted for which a Record Date establishing entitlement to such amount has passed, but before the Payment Date with respect to such amount.

If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.4(b)(ii), the Issuers will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:

(A)

the kind and amount of securities, cash and other property receivable upon such Cash Merger by a holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Issuers and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each Non-Electing Share, then for the purpose of this Section 5.4(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares), plus accrued and unpaid Contract Adjustment Payments. For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;

(B)

the Notes or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and

(C)

if so required under the Securities Act, a Prospectus as contemplated by this Section 5.4(b)(ii).

(iii)

The Issuers may set forth additional adjustments of the settlement rate in the applicable Issuer Order.

(iv)

All calculations and determinations pursuant to this Section 5.4 shall be made by the Issuers or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.

(v)

The Units of the Holders who do not elect Cash Merger Early Settlement in accordance with the foregoing will continue to remain outstanding and be subject to settlement on the Purchase Contract Settlement Date in accordance with the terms hereof.

5.5

Notice of Adjustments and Certain Other Events

(a)

Whenever the Settlement Rate is adjusted as herein provided, the Issuers shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.4 (or if the Issuers are not aware of such occurrence, as soon as practicable after becoming so aware):

(i)

compute the adjusted Settlement Rate in accordance with Section 5.4 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

(ii)

provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the Settlement Rate was determined and setting forth the adjusted Settlement Rate.

(b)

The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.5(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Issuers to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Issuers contained in this Article.

5.6

Termination Event; Notice

(a)

The Purchase Contracts and all obligations and rights of the Issuers and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Issuers to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments), if the Issuers shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Issuers, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes or the Treasury Securities, as the case may be, forming part of such Units, in accordance with the provisions of Section 5.4 of the Pledge Agreement.

(b)

Upon the occurrence of a Termination Event, the Issuers shall promptly but in no event later than two Business Days thereafter give written notice of such event to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

5.7

Early Settlement

(a)

Subject to and upon compliance with the provisions of this Section 5.7 and unless otherwise provided in the applicable Issuer Order, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early ( Early Settlement ) at any time prior to 5:00 p.m. (New York time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that no Early Settlement will be permitted pursuant to this Section 5.7 unless, at the time such Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Issuers) under the Securities Act. If such a Registration Statement is so required, the Issuers covenant and agree to use their best efforts to (A) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement.

(b)

In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Issuers or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment 45 (payable to the Issuers in immediately available funds) in an amount (the Early Settlement Amount ) equal to the sum of (A) the product of (i) the Stated Amount times (II) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments (including any Deferred Contract Adjustment Payments) payable on such Payment Date with respect to such Purchase Contracts.

Except as contemplated in the immediately preceding sentence, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract since the immediately preceding Payment Date or on account of any dividends on the Common Stock issued upon such Early Settlement. However, a Holder effecting an Early Settlement of some or all of its Purchase Contracts shall be entitled to receive, on the date it receives the shares of Common Stock referred to in Section 5.7(d), the amount of any Deferred Contract Adjustment Payments with respect to such Purchase Contracts, calculated as of the immediately preceding Payment Date. The amount of such Deferred Contract Adjustment Payments shall be credited against the amount otherwise payable by the Holder to effect such Early Settlement as set forth in Section 5.7(b) above. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Units at or prior to 5:00 p.m. (New York City time) on a Business Day, such day shall be the Early Settlement Date with respect to such Units and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the Early Settlement Date with respect to such Units shall be the next succeeding Business Day.

Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Purchase Contract Agent shall pay to the Issuers such Early Settlement Amount, the receipt of which payment

the Issuers shall confirm in writing. The Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Issuers as confirmed in writing by the Issuers, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Holders of Treasury Units may only effect Early Settlement pursuant to this Section 5.7 in integral multiples of Treasury Units.

Upon Early Settlement of the Purchase Contracts, the rights of the Holders to receive and the obligation of the Issuers to pay any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date and any future Contract Adjustment Payments with respect to such Purchase Contracts shall immediately and automatically terminate.

(c)

Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Issuers shall issue, and the Holder shall be entitled to receive, the number of shares of Common Stock designated in the applicable Issuer Order on account of each Purchase Contract as to which Early Settlement is effected (the Early Settlement Rate ). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.4.

(d)

No later than the third Business Day after the applicable Early Settlement Date, the Issuers shall cause:

(i)

the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, as provided in Section 5.9; and

(ii)

the related Notes in the case of Corporate Units, or the related Treasury Securities, in the case of Treasury Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or its designee.

(e)

Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Issuers and the Notes or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units:

(i)

transfer to the Holder the Notes or Treasury Securities, as the case may be, forming a part of such Units,

(ii)

deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.9, and

(iii)

if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.7(a).

(f)

In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Issuers shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Issuers, a Certificate evidencing the Units as to which Early Settlement was not effected.

(g)

A Holder of a Unit who effects Early Settlement may elect to have the Notes no longer a part of a Corporate Unit remarketed in accordance with the provisions of Section 5.2.

5.8

Automatic Settlement

The applicable Issuer Order may provide for automatic settlement to occur on the Business Day immediately preceding the Purchase Contract Settlement Date, unless the Holder of the Units has settled the related Purchase Contracts through Early Settlement or Cash Merger Early Settlement.

5.9

No Fractional Shares

No fractional shares or scrip representing fractional shares of Common Stock shall be issued or delivered upon settlement on the Purchase Contract Settlement Date, or upon Early Settlement or Cash Merger Early Settlement of any Purchase Contracts. If Certificates evidencing more than one Purchase Contract shall be surrendered for settlement at one time by the same Holder, the number of full shares of Common Stock which shall be delivered upon settlement shall be computed on the basis of the aggregate number of Purchase Contracts evidenced by the Certificates so surrendered. Instead of any fractional share of Common Stock which would otherwise be deliverable upon settlement of any Purchase Contracts on the Purchase Contract Settlement Date, or upon Early Settlement or Cash Merger Early Settlement, the Issuers, through the Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount equal to the percentage of such fractional share times the Applicable Market Value calculated as if the date of such settlement were the Purchase Contract Settlement Date. The Issuers shall provide the Purchase Contract Agent from time to time with sufficient funds to permit the Purchase Contract Agent to make all cash payments required by this Section 5.9 in a timely manner.

5.10

Charges and Taxes

The Issuers will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts; provided, however, that the Issuers shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing a Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Issuers shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Issuers the amount of such tax or shall have established to the satisfaction of the Issuers that such tax has been paid.

5.11

Contract Adjustment Payments

(a)

Subject to Section 5.11(d), the Issuers shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City maintained for that purpose. If the book-entry system for the Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Issuers, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. If any date on which Contract Adjustment Payments are to be made is not a Business Day, then payment of the Contract Adjustment Payments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of any such delay); provided that if such Business Day is in the next succeeding calendar year, then payment of the Contract Adjustment Payments will be made on the Business Day immediately preceding such Business Day. Contract Adjustment Payments payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The Contract Adjustment Payments will accrue from the date of issuance of the Purchase Contracts unless otherwise provided in the applicable Issuer Order.

(b)

Upon the occurrence of a Termination Event, the Issuers’s obligation to pay future Contract Adjustment Payments (including any accrued Contract Adjustment Payments and any Deferred Contract Adjustment Payments) shall cease.

(c)

Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments and Deferred Contract Adjustment Payments, which right was carried by the Purchase Contracts underlying such other Certificates.

(d)

In the case of any Unit with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Purchase Contract is effected on a date that is after any Record Date and prior to or on the next succeeding Payment Date, Contract Adjustment Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement or Cash Merger Early Settlement, and such Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Purchase Contract is effected, future Contract Adjustment Payments that would otherwise be payable after the Early Settlement Date or Cash Merger Early Settlement Date with respect to such Purchase Contract shall not be payable.

(e)

The Issuers’ obligations with respect to Contract Adjustment Payments, if any, will be subordinated and junior in right of payment to the Issuers’ obligations under any Senior Indebtedness.

(f)

In the event (x) of any payment by, or distribution of assets of, the Issuers of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Issuers, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (y) subject to the provisions of Section 5.11(h) below, that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Issuers or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Issuers or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

(i)

the holders of all Senior Indebtedness shall first be entitled to receive, in the case of clause (x) above, payment of all amounts due or to become due upon all Senior Indebtedness and, in the case of subclauses (i) and (ii) of clause (y) above, payment of all amounts due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Units are entitled to receive any Contract Adjustment Payments on the Purchase Contracts underlying the Units;

(ii)

any payment by, or distribution of assets of, the Issuers of any kind or character, whether in cash, property or securities, to which the Holders of any of the Units would be entitled except for the provisions of Section 5.11(e) through (q), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuers being subordinated to the payment of such Contract Adjustment Payments on the Purchase Contracts underlying the Units, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,

directly to the representative or representatives of the holders of Senior Indebtedness or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made of such Contract Adjustment Payments to the Holders of such Units; and

(iii)

in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuers of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuers being subordinated to the payment of Contract Adjustment Payments on the Purchase Contracts underlying the Units, shall be received by the Purchase Contract Agent or the Holders of any of the Units when such payment or distribution is prohibited pursuant to Section 5.11(e) through (q), such payment or distribution shall be paid over to the representative or representatives of the holders of Senior Indebtedness or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.

(g)

For purposes of Section 5.11(e) through (q), the words “cash, property or securities” shall not be deemed to include shares of stock of the Issuers as reorganized or readjusted, or securities of the Issuers or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Section 5.11(e) through (q) with respect to such Contract Adjustment Payments on the Units to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Indebtedness is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment;

(h)

Any failure by the Issuers to make any payment on or perform any other obligation under Senior Indebtedness, other than any indebtedness incurred by the Issuers or assumed or guaranteed, directly or indirectly, by the Issuers for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Section 5.11(e) through (g) shall have been waived by the Issuers in the instrument or instruments by which the Issuers incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Issuers shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Issuers which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (B) in the event a judgment that is subject to further review or appeal has been issued, the Issuers shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

(i)

Subject to the irrevocable payment in full of all Senior Indebtedness, the Holders of the Units shall be subrogated (equally and ratably with the holders of all obligations of the Issuers which by their express terms are subordinated to Senior Indebtedness of the Issuers to the same extent as payment of the Contract Adjustment Payments in respect of the Purchase Contracts underlying the Units is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior

Indebtedness to receive payments or distributions of cash, property or securities of the Issuers applicable to the Senior Indebtedness until all such Contract Adjustment Payments owing on the Units shall be paid in full, and as between the Issuers, its creditors other than holders of such Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Senior Indebtedness by virtue of Section 5.11(e) through (q) that otherwise would have been made to the Holders shall be deemed to be a payment by the Issuers on account of such Senior Indebtedness, it being understood that the provisions of Section 5.11(e) through (q) are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand.

(j)

Nothing contained in Section 5.11(e) through (q) or elsewhere in this Agreement or in the Units is intended to or shall impair, as among the Issuers, its creditors other than the holders of Senior Indebtedness and the Holders, the obligation of the Issuers, which is absolute and unconditional, to pay to the Holders such Contract Adjustment Payments on the Units as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuers other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Purchase Contract Agent or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 5.11(e) through (q), of the holders of Senior Indebtedness in respect of cash, property or securities of the Issuers received upon the exercise of any such remedy.

(k)

Upon payment or distribution of assets of the Issuers referred to in Section 5.11(e) through (q), the Purchase Contract Agent and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Issuers is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or Purchase Contract Agent or other person making any payment or distribution, delivered to the Purchase Contract Agent or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to these Section 5.11(e) through (q).

(l)

The Purchase Contract Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to Section 5.11(e) through (q), the Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Purchase Contract Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Section 5.11(e) through (q), and, if such evidence is not furnished, the Purchase Contract Agent may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment.

(m)

Nothing contained in Section 5.11(e) through (q) shall affect the obligations of the Issuers to make, or prevent the Issuers from making, payment of the Contract Adjustment Payments, except as otherwise provided in these Section 5.11(e) through (q).

(n)

Each Holder of Units, by its acceptance thereof, authorizes and directs the Purchase Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in Section 5.11 (e) through (q) and appoints the Purchase Contract Agent its attorney-in-fact, as the case may be, for any and all such purposes.

(o)

The Issuers shall give prompt written notice to the Purchase Contract Agent of any fact known to the Issuers that would prohibit the making of any payment of moneys to or by the Purchase Contract

Agent in respect of the Units pursuant to the provisions of this Section. Notwithstanding the provisions of Section 5.11(e) through (q) or any other provisions of this Agreement, the Purchase Contract Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Purchase Contract Agent, or the taking of any other action by the Purchase Contract Agent, unless and until the Purchase Contract Agent shall have received written notice thereof mailed or delivered to the Purchase Contract Agent at its Corporate Trust Office from the Issuers, any Holder, or the holder or representative of any Senior Indebtedness; provided that if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose, the Purchase Contract Agent shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to or on or after such date.

(p)

The Purchase Contract Agent in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness and nothing in this Agreement shall deprive the Purchase Contract Agent of any of its rights as such holder.

(q)

No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuers or by any noncompliance by the Issuers with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

(r)

Nothing in this Section 5.11 shall apply to claims of, or payments to, the Purchase Contract Agent under or pursuant to Section 7.7.

(s)

With respect to the holders of Senior Indebtedness, (i) the duties and obligations of the Purchase Contract Agent shall be determined solely by the express provisions of this Agreement; (ii) the Purchase Contract Agent shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Holders or to the Issuers or any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Section 5.11 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent; and (iv) the Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.

5.12

Deferral of Contract Adjustment Payments

(a)

The Issuers have the right at any time, and from time to time, to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an Extension Period ), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Cash Merger Early Settlement has occurred, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Issuers may further extend such Extension Period to any subsequent Payment Date, but not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date).

If the Issuers so elects to defer Contract Adjustment Payments, the Issuers shall pay additional Contract Adjustment Payments on such deferred installments of Contract Adjustment Payments at a rate equal to the percentage per annum designated in the applicable Issuer Order, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred

installments of Contract Adjustment Payments together with the accrued additional Contract Adjustment Payments thereon, being referred to herein as the Deferred Contract Adjustment Payments ).

At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Cash Merger Early Settlement, on the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be, the Issuers shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.7(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.4(b)(ii) (in the case of a Cash Merger Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. In the event of an Early Settlement, the Issuers shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Cash Merger Early Settlement, the Issuers shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Cash Merger Early Settlement Date to but excluding such Cash Merger Early Settlement Date.

Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Issuers may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). Except in the case of an Early Settlement or Cash Merger Early Settlement, no Contract Adjustment Payments shall be due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Issuers, at its option, may prepay on any Payment Date all or any portion of the Deferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period.

(b)

The Issuers shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments, the expected length of any such Extension Period and any extension of any Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date.

(c)

The Issuers shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date.

(d)

In the event any Issuer exercises its option to defer the payment of Contract Adjustment Payments, then, until all Deferred Contract Adjustment Payments have been paid, such Issuer shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that such Issuer’s subsidiaries will not be restricted from declaring or paying such dividends, or making such distributions, to such Issuer or any of such Issuer’s other subsidiaries as a result of the foregoing.

5.13

Additional Amounts

(a)

All payments made by the Issuers under or with respect to the Units (including interest payments payable on the Notes and Contract Adjustment Payments on the Purchase Contracts that form such Units) shall be made free and clear of and without withholding or deduction for or an account of any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter Taxes ) imposed or levied by or on behalf of any jurisdiction from or through which payment on the Units is made, or any political subdivision thereof, or by any authority or agency therein or thereof having power to tax (a Taxing Jurisdiction ), unless the Issuers is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuers are so required to withhold or deduct any amount of interest for or on account of Taxes from any payment made under or with respect to the Units, the Issuers shall pay such additional amounts of interest (“ Additional Amounts ”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided that the Issuers shall not pay Additional Amounts in connection with any Taxes that are imposed due to any of the following ( Excluded Additional Amounts ):

(i)

the Holder or Beneficial Owner has some connection with the Taxing Jurisdiction other than merely holding the Units or receiving payments on the Units (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the taxing jurisdiction);

(ii)

any Tax imposed on or measured by net income;

(iii)

the Holder or Beneficial Owner fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the Taxing Jurisdiction, if (A) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the Tax, (B) the Holder or Beneficial Owner is able to comply with such requirements without undue hardship and (C) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, regulation, administrative practice or treaty shall apply, the Issuers notified such Holder that such Holder shall be required to comply with such requirements;

(iv)

the Holder fails to present (where presentation is required) its Unit within 30 calendar days after we have made available to the Holder a payment, provided that the Issuers shall pay Additional Amounts which a Holder would have been entitled to had the Unit owned by such Holder been present on any day (including the last day) within such 30-day period;

(v)

any estate, inheritance, gift, value added, use or sales Taxes or any similar Taxes;

(vi)

where any Additional Amounts are imposed on a payment on the Units to an individual and are required to be made pursuant to any European Union Directive on the taxation of savings 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;

(vii)

where the Holder or Beneficial Owner could avoid any Additional Amounts by requesting that a payment on the Units be made by, or presenting the relevant Units for payment to, another paying agent located in a Member State of the European Union. The Issuers shall also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers shall furnish to the holders of the Units, within 30 calendar days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuers;

(viii)

any withholding or deduction imposed on a payment under the Units which is required to be made pursuant to a European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such directive; or

(ix)

any other amounts as provided in the applicable Issuer Order.

The Issuers shall indemnify and hold harmless each Holder for the amount (other than Excluded Additional Amounts) of (1) any Taxes not withheld or deducted by the Issuers and levied or imposed by a Taxing Jurisdiction and paid by such Holder as a result of payments made under or with respect to the Units, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (3) any Taxes imposed by a Taxing Jurisdiction with respect to any reimbursement under clause (1) or (2) of this paragraph. At least 30 calendar days prior to each date on which any payment under or with respect to the Units is due and payable, if the Issuers is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Issuers shall deliver to the Indenture Trustee and the Purchase Contract Agent an Officers’ Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and such other information necessary to enable the Indenture Trustee or the Purchase Contract Agent to pay such Additional Amounts to Holders on the Payment Date. Whenever in the Indenture or the Purchase Contract Agreement there is mentioned, in any context, the payment of any amount payable under or with respect to any Unit, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(b)

The Issuers shall pay any stamp, administrative, court, documentary, excise or property taxes arising in a Taxing Jurisdiction in connection with the Additional Amounts and shall indemnify the Holders of the Units for any such taxes paid by the Holders of the Units.

REMEDIES

6.1

Unconditional Right of Holders to Receive Contract Adjustment Payments and to Purchase Shares of Common Stock

Each Holder of a Unit shall have the right, which is absolute and unconditional, (i) subject to Article Five, to receive each Contract Adjustment Payment due hereunder with respect to the Purchase Contract comprising part of such Unit on the respective Payment Date for such Unit and (ii) except upon and following a Termination Event, to purchase shares of Common Stock pursuant to such Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Adjustment Payments and the right to purchase shares of Common Stock, and such rights shall not be impaired without the consent of such Holder.

6.2

Restoration of Rights and Remedies

If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuers and such Holder shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

6.3

Rights and Remedies Cumulative

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in Section 3.10(f), no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent

permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

6.4

Delay or Omission Not Waiver

No delay or omission of any Holder to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

6.5

Undertaking for Costs

All parties to this Agreement agree, and each Holder of a Unit, by its acceptance of such Unit shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Purchase Contract Agent for any action taken, suffered or omitted by it as Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by the Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Units, or to any suit instituted by any Holder for the enforcement of interest on any Notes or Contract Adjustment Payments on or after the respective Payment Date therefor in respect of any Unit held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Purchase Contracts constituting part of any Unit held by such Holder.

6.6

Waiver of Stay or Extension Laws

The Issuers covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Issuers (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenant that they will not hinder, delay or impede the execution of any power herein granted to the Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

THE PURCHASE CONTRACT AGENT

7.1

Certain Duties and Responsibilities

(a)

The Purchase Contract Agent:

(i)

undertakes to perform, with respect to the Units, such duties as are set forth in this Agreement, the Pledge Agreement and the Remarketing Agreement, unless otherwise provided in the applicable Issuer Order, and no implied covenants or obligations shall be read into this Agreement, the Pledge Agreement or the Remarketing Agreement against the Purchase Contract Agent; and

(ii)

in the absence of bad faith or gross negligence on its part, may, with respect to the Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming

to the requirements of this Agreement or the Pledge Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, the Pledge Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

(b)

No provision of this Agreement, the Pledge Agreement or the Remarketing Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i)

this Section 7.1(b) shall not be construed to limit the effect of Section 7.1(a);

(ii)

the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively determined by a court of competent jurisdiction that the Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and

(iii)

no provision of this Agreement or the Pledge Agreement or the Remarketing Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)

Whether or not therein expressly so provided, every provision of this Agreement, the Pledge Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this Section.

(d)

The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Purchase Contract Agent.

7.2

Notice of Default

Within 30 days after the occurrence of any default by the Issuers hereunder of which a Responsible Officer of the Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall transmit by mail to the Issuers and the Holders of Units, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived.

7.3

Certain Rights of Purchase Contract Agent

Subject to the provisions of Section 7.1:

(a)

the Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)

any request or direction of the Issuers mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Issuers may be sufficiently evidenced by a Board Resolution;

(c)

whenever in the administration of this Agreement or the Pledge Agreement or the Remarketing Agreement, the Purchase Contract Agent shall deem it desirable that a matter be proved or established

prior to taking, suffering or omitting to take any action hereunder or thereunder, the Purchase Contract Agent (unless other evidence be herein specifically prescribed in this Agreement) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate of the Issuers;

(d)

the Purchase Contract Agent may consult with counsel of its selection appointed with due care by it hereunder and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)

the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Purchase Contract Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit, and, if the Purchase Contract Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the relevant books, records and premises of the Issuers, personally or by agent or attorney;

(f)

the Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees or an Affiliate of the Purchase Contract Agent and the Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate of the Purchase Contract Agent appointed with due care by it hereunder; provided that the appointment of agents pursuant to this paragraph (f) are subject to the prior written consent of the Issuers, which consent shall not be unreasonably withheld;

(g)

the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Purchase Contract Agent security or indemnity satisfactory to the Purchase Contract Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h)

the Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in the absence of bad faith or gross negligence by it;

(i)

the Purchase Contract Agent shall not be deemed to have notice of any adjustment to the Settlement Rate, the occurrence of a Termination Event or any default hereunder unless a Responsible Officer of the Purchase Contract Agent has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer at the Corporate Trust Office of the Purchase Contract Agent, and such notice references the Units and this Agreement;

(j)

the Purchase Contract Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(k)

the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Purchase Contract Agent in each of its capacities hereunder, and to each officer, director, employee of the Purchase Contract Agent and each agent, custodian and other Person employed, in any capacity whatsoever, by the Purchase Contract Agent to act hereunder and shall survive the resignation or removal of the Purchase Contract Agent and the termination of this Agreement; and

(l)

The Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall have no responsibilities with respect to any default hereunder except as expressly set forth herein.

7.4

Not Responsible for Recitals or Issuance of Units

The recitals contained herein, in the Pledge Agreement, the Remarketing Agreement and in the Certificates shall be taken as the statements of the Issuers, and the Purchase Contract Agent assumes no responsibility for their accuracy or validity. The Purchase Contract Agent makes no representations as to the validity or sufficiency of either this Agreement or of the Units, or of the Pledge Agreement or the Pledge or the Collateral and shall have no responsibility for perfecting or maintaining the perfection of any security interest in the Collateral. The Purchase Contract Agent shall not be accountable for the use or application by the Issuers of the proceeds in respect of the Purchase Contracts.

7.5

May Hold Units

Any Security Registrar or any other agent of the Issuers, or the Purchase Contract Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Issuers, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Purchase Contract Agent. The Issuers may become the owner or pledgee of Units.

7.6

Money Held in Custody

Money held by the Purchase Contract Agent in custody hereunder need not be segregated from the Purchase Contract Agent’s other funds except to the extent required by law or provided herein. The Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise provided hereunder or agreed in writing with the Issuers.

7.7

Compensation and Reimbursement

The Issuers agree:

(a)

to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder, under the Pledge Agreement and under the Remarketing Agreement as the Issuers and the Purchase Contract Agent shall from time to time agree in writing;

(b)

except as otherwise expressly provided for herein, to reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement, the Pledge Agreement and the Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel) in connection with the negotiation, preparation, execution and delivery and performance of this Agreement, the Pledge Agreement and the Remarketing Agreement and any modification, supplement or waiver of any of the terms thereof, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and

(c)

to indemnify and defend the Purchase Contract Agent and any predecessor Purchase Contract Agent (and each of its directors, officers, agents and employees, collectively, the Indemnitees ) for, and to hold each Indemnitee harmless against, any loss, claim, damage, fine, penalty, liability or expense (including reasonable fees and expenses of counsel) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties hereunder and under the Pledge Agreement and the Remarketing Agreement, including the

Indemnitees’ reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuers, a Holder or any other person) or liability in connection with the exercise or performance of any of the Purchase Contract Agent’s powers or duties hereunder or thereunder.

The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent and the termination of this Agreement.

7.8

Corporate Purchase Contract Agent Required; Eligibility

There shall at all times be a Purchase Contract Agent hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority and having a corporate trust office in the Borough of Manhattan, New York City, if there be such a Person in the Borough of Manhattan, New York City, qualified and eligible under this Article and willing to act on reasonable terms. If such Person publishes or files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published or filed. If at any time the Purchase Contract Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

7.9

Resignation and Removal; Appointment of Successor

(a)

No resignation or removal of the Purchase Contract Agent and no appointment of a successor Purchase Contract Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of Section 7.10.

(b)

The Purchase Contract Agent may resign at any time by giving written notice thereof to the Issuers 60 days prior to the effective date of such resignation. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after the giving of such notice of resignation, the resigning Purchase Contract Agent may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(c)

The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units delivered to the Purchase Contract Agent and the Issuers. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after such Act, the Purchase Contract Agent being removed may petition any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(d)

If at any time:

(i)

the Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if the Purchase Contract Agent were an indenture trustee under an indenture qualified under the TIA, and shall fail to resign after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Unit for at least six months;

(ii)

the Purchase Contract Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the Issuers or by any such Holder; or

(iii)

the Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuers by a Board Resolution may remove the Purchase Contract Agent, or (B) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent.

(e)

If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Purchase Contract Agent for any cause, the Issuers, by a Board Resolution, shall promptly appoint a successor Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10. If no successor Purchase Contract Agent shall have been so appointed by the Issuers and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of a Unit for at least six months, on behalf of itself and all others similarly situated, or the Purchase Contract Agent may petition at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(f)

The Issuers shall give, or shall cause such successor Purchase Contract Agent to give, notice of each resignation and each removal of the Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Security Register. Each notice shall include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office.

7.10

Acceptance of Appointment by Successor

(a)

In case of the appointment hereunder of a successor Purchase Contract Agent, every such successor Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Issuers and to the retiring Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Purchase Contract Agent; but, on the request of the Issuers or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Purchase Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and duly assign, transfer and deliver to such successor Purchase Contract Agent all property and money held by such retiring Purchase Contract Agent hereunder.

(b)

Upon request of any such successor Purchase Contract Agent, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Purchase Contract Agent all such rights, powers and agencies referred to in Section 7.10(a).

(c)

No successor Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Purchase Contract Agent shall be qualified and eligible under this Article Seven.

7.11

Merger, Conversion, Consolidation or Succession to Business

Any Person into which the Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Purchase

Contract Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent hereunder, provided that such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Purchase Contract Agent then in office, any successor by merger, conversion or consolidation to such Purchase Contract Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Purchase Contract Agent had itself authenticated and executed such Units.

7.12

Preservation of Information

The Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Purchase Contract Agent in its capacity as Security Registrar.

7.13

No Obligations of Purchase Contract Agent

Except to the extent otherwise expressly provided in this Agreement, the Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement, the Remarketing Agreement or any Purchase Contract in respect of the obligations of the Holder of any Unit thereunder. The Issuers agree, and each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Purchase Contract Agent’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Purchase Contract Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Purchase Contract Agent or its officers, directors, employees or agents be liable under this Agreement, the Pledge Agreement or the Remarketing Agreement to any third party for indirect, incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Purchase Contract Agent and regardless of the form of action.

7.14

Tax Compliance

(a)

The Purchase Contract Agent, on its own behalf and on behalf of the Issuers, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Units or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Units. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

(b)

The Purchase Contract Agent shall comply in accordance with the terms hereof with any written direction received from the Issuers with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 7.1(a)(ii) hereof.

(c)

The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Issuers or its authorized representative within a reasonable period of time after receipt of such request.

SUPPLEMENTAL AGREEMENTS

8.1

Supplemental Agreements Without Consent of Holders

Without the consent of any Holders, the Issuers, when authorized by a Board Resolution, and the Purchase Contract Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Issuers and the Purchase Contract Agent, to:

(a)

evidence the succession of another Person to the Issuers, and the assumption by any such successor of the covenants of the Issuers herein and in the Certificates;

(b)

evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent;

(c)

add to the covenants of the Issuers for the benefit of the Holders, or surrender any right or power herein conferred upon the Issuers;

(d)

make provision with respect to the rights of Holders pursuant to the requirements of Section 5.4(b); or

(e)

except as provided for in Section 5.4, cure any ambiguity, correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or make any other provisions with respect to such matters or questions arising under this Agreement, provided that such action shall not adversely affect the interests of the Holders in any material respect.

8.2

Supplemental Agreements with Consent of Holders

(a)

Unless otherwise provided in the applicable Issuer Order, with the consent of the Holders of not less than a majority of the Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Issuers and the Purchase Contract Agent, the Issuers, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, the Pledge Agreement or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holders of each outstanding Purchase Contract affected thereby,

(i)

change any Payment Date;

(ii)

change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under the Purchase Contract, unless such change is not adverse to the Holders, impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;

(iii)

impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;

(iv)

reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract;

(v)

reduce any Contract Adjustment Payments or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable; or

(vi)

reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement, the Purchase Contracts or the Pledge Agreement;

provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (i) through (vi) above.

(b)

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

8.3

Execution of Supplemental Agreements

In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Purchase Contract Agent shall be entitled to receive, and (subject to Sections 7.1 and 7.3) shall be fully authorized and protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied. The Purchase Contract Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Purchase Contract Agent’s own rights, duties, privileges, protections, indemnities, liabilities or immunities under this Agreement or otherwise.

8.4

Effect of Supplemental Agreements

Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

8.5

Reference to Supplemental Agreements

Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent as to any matter provided for in such supplemental agreement. If the Issuers shall so determine, new Certificates so modified as to conform, in the opinion of the Purchase Contract Agent and the Issuers, to any such supplemental agreement may be prepared and executed by the Issuers and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in exchange for outstanding Certificates.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

9.1

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions

Each Issuer covenants that it will not, in a single transaction or series of related transactions,

(a)

consolidate with, convert into, or merge with or into, any other Person or permit any other Person to consolidate with, convert into, or merge with or into such Issuer in a transaction in which such Issuer is not the surviving or continuing Person, or

(b)

directly or indirectly sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person,

unless in the case of clauses (a) and (b) of this covenant:

(i)

in a transaction in which such Issuer does not survive or in which such Issuer sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its assets, the successor entity to such Issuer is organized under (i) the laws of the United States or any State thereof or the District of Columbia or (ii) the laws of the Netherlands and which, in the case of any of the events under subclause (i) or (ii) shall expressly assume, by a supplemental agreement executed and delivered to the Purchase Contract Agent, in a form reasonably satisfactory to the Purchase Contract Agent, all of the Issuers’s obligations, as modified pursuant to Section 9.2 hereof, under the Purchase Contracts, the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement;

(ii)

immediately before and after giving effect to such transaction, neither the Issuers nor any successor entity shall be in default of payment obligations under the Purchase Contracts, the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement or in material default in the performance of any other covenants under such agreements; and

(iii)

the Issuers and the successor Person have delivered to the Purchase Contract Agent an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, lease, acquisition or transfer and such supplemental agreement comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with.

9.2

Rights and Duties of Successor Person

In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor Person in accordance with Section 9.1, such successor Person shall succeed to and be substituted for the Issuers with the same effect as if it had been named herein as the Issuers. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuers, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Issuers, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Issuers to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof.

In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

10.

COVENANTS

10.1

Performance under Purchase Contracts

Each Issuer covenants and agrees for the benefit of the Holders from time to time of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.

10.2

Maintenance of Office or Agency

(a)

Each Issuer will maintain in the Borough of Manhattan, New York City an office or agency where Certificates may be presented or surrendered for acquisition of shares of Common Stock upon

settlement of the Purchase Contracts on the Purchase Contract Settlement Date or upon Early Settlement or Cash Merger Early Settlement and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, for a Collateral Substitution or recreation of Corporate Units and where notices and demands to or upon the Issuers in respect of the Units and this Agreement may be served. The Issuers will give prompt written notice to the Purchase Contract Agent of the location, and any change in the location, of such office or agency. The Issuers initially designate the Corporate Trust Office of the Purchase Contract Agent as such office of the Issuers. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuers hereby appoint the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.

(b)

The Issuers may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve any Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, New York City for such purposes. The Issuers will give prompt written notice to the Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Issuers hereby designate as the place of payment for the Units the Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.

10.3

Issuers to Reserve Common Stock

The Issuers shall at all times prior to the Purchase Contract Settlement Date reserve and keep available, free from preemptive rights, out of authorized but unissued Common Stock the full number of shares of Common Stock issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Units evidenced by Outstanding Certificates.

10.4

Covenants as to Common Stock

The Issuers covenant that all shares of Common Stock which may be issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

10.5

Statements of Officers of the Issuers as to Default

The Issuers will deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Issuers (which as of the date hereof is December 31) ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Issuers is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Issuers shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

10.6

ERISA

Each Holder from time to time of the Units that is a Plan or who used assets of a Plan to purchase Units hereby represents that either (i) no portion of the assets used by such Holder to acquire the Corporate Units constitutes assets of the Plan or (ii) the purchase or holding of the Corporate Units by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4973 of the Code or similar violation under any applicable laws.

10.7

Tax Treatment

Each Issuer covenants and agrees, and by purchasing a Treasury Unit or a Corporate Unit each Holder agrees, for United States federal, state and local income and franchise tax purposes, to (i) treat a Holder’s

acquisition of the Treasury Units or Corporate Units as the acquisition of the Treasury Securities or Notes, as the case may be, and Purchase Contracts constituting the Treasury Units or the Corporate Units, as the case may be, (ii) treat each Holder as the owner of the applicable interest in the Collateral Account, including the Notes or the Treasury Securities and (iii) treat each Note as indebtedness of the Issuers.

[SIGNATURES ON THE FOLLOWING PAGE]

SIGNATORIES

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

AEGON N.V.

By:

		Name:
		Title:

AEGON FUNDING CORP.

By:

		Name:
		Title:

AEGON FUNDING CORP. II

By:

		Name:
		Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)


By:		[ ],

not individually but solely as Attorney-in-Fact of such Holder


By:

		Name:
		Title:

DATED:

SCHEDULE 1

FORM OF FACE OF CORPORATE UNIT CERTIFICATE

[IF THIS CERTIFICATE IS TO BE A GLOBAL CERTIFICATE, INSERT:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. 1 CUSIP No. [ ]

Number of Corporate Units: [ ]

AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II

Corporate Units

This Corporate Units Certificate certifies that [Cede & Co.] [ ] is the registered Holder of the number of Corporate Units set forth above [For inclusion in Global Certificates only—or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed [5,000,000]. Each Corporate Unit consists of (i) the beneficial ownership by the Holder of one Note of principal amount of [ ] due [ ](the Note ) of [AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II] (the Issuers ), subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Issuers. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Pledge Agreement, the Note constituting part of each Corporate Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Issuers, to secure the obligations of the Holder under the Purchase Contract comprising part of such Corporate Unit.

The Purchase Contract Agreement and Pledge Agreement provide that all payments with respect to any of the Pledged Notes constituting part of the Corporate Units received by the Securities Intermediary shall be paid by wire transfer in same day funds (i) in the case of (A) interest on Pledged Notes and (B) any payments of the principal amount of any Notes that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract at an account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York

City time, on the Business Day such payment is received by the Securities Intermediary (provided that in the event such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments with respect to the principal amount of the Notes, to the Issuers on the Purchase Contract Settlement Date (as described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on the Notes forming part of a Corporate Units evidenced hereby, which are payable quarterly in arrears on [ · ], [ · ], [ · ] and [ · ] of each year, commencing [ · ] ( Payment Date ), shall, subject to receipt thereof by the Purchase Contract Agent from the Securities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date.

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Issuers to sell, on [ · ] (the Purchase Contract Settlement Date ), at a price equal to $[ · ] (the Stated Amount ), a number of newly issued shares of [ ] ( Common Stock ), of the Issuers, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the Purchase Price ) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of (i) cash received from a Holder or (ii) payment received in respect of the Notes pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part.

Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Notes and Purchase Contracts constituting the Corporate Units, (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Notes and (iii) treat each Note as indebtedness of the Issuers.

The Issuers shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the Contract Adjustment Payments ) equal to [ ]% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Issuers may, at its option, defer such Contract Adjustment Payments.

Interest on the Notes and the Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Issuers, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent.

Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuers and the Holder specified above have caused this instrument to be duly executed.

AEGON N.V.

By:

		Name: Title:

AEGON F UNDING C ORP .

By:

		Name: Title:

AEGON F UNDING C ORP . II

By:

		Name: Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)

[ · ], not individually but solely as Attorney-in-Fact of such Holder

By:

		Name: Title:

Dated:

CERTIFICATE OF AUTHENTICATION OF PURCHASE CONTRACT AGENT

This is one of the Corporate Units Certificates referred to in the within mentioned Purchase Contract Agreement.

[ · ],as Purchase Contract Agent

By:

		Name: Title:

Dated:

FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE

Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of February [ ], 2003 (as may be supplemented from time to time, the ( Purchase Contract Agreement ), between the Issuers and [ ], as Purchase Contract Agent (including its successors hereunder, the ( Purchase Contract Agent ), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Issuers, and the Holders and of the terms upon which the Corporate Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Issuers to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the Purchase Price ), a number of shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The ( Settlement Rate ) is equal to:

if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $[ ] (the Threshold Appreciation Price ), [ ] shares of Common Stock per Purchase Contract;

if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $[ ] (the Reference Price ), the number of shares of Common Stock per Purchase Contact having a value equal to the Stated Amount divided by the Adjusted Applicable Market Value; and

if the Adjusted Applicable Market Value is less than or equal to the Reference Price, [ ] shares of Common Stock per Purchase Contract;

in each case subject to adjustment as provided in the Purchase Contract Agreement (and in each case rounded upward or downward to the nearest 1/100th of a share).

No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 5.9 of the Purchase Contract Agreement.

Each Purchase Contract evidenced hereby, which is settled through Early Settlement or Cash Merger Early Settlement shall obligate the Holder of the related Corporate Units to purchase at the Purchase Price, and the Issuers to sell, a number of newly issued shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

The Applicable Market Value means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date subject to adjustments set forth under Section 5.4 of the Purchase Contract Agreement.

The Adjusted Applicable Market Value means (i) prior to any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement, the Applicable Market Value, and (ii) at the time of and after any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement, the Applicable Market Value multiplied by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement and the denominator of which shall be the Settlement Rate immediately prior to such adjustment; provided, however, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

A Trading Day means a day on which Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Stock.

In accordance with the terms of the Purchase Contract Agreement, the Holder of this Corporate Units Certificate may pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, by effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early Settlement or from the proceeds of the Remarketing of the related Pledged Notes or the automatic Put Right. A Holder of Corporate Units who (1) does not, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, notify the Purchase Contract Agent of its intention to effect a Cash Settlement, or who does so notify the Purchase Contract Agent but fails to make an effective Cash Settlement prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, or (2) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the Purchase Contract Settlement Date, does not make an effective Early Settlement, shall pay the Purchase Price, less the amount of any Deferred Contract Adjustment Payments payable to such Holder, for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds of the sale of the related Pledged Notes held by the Collateral Agent unless the Holder has previously made a Cash Merger Early Settlement. Such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Remarketing Date.

As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Remarketing, unless a Holder of a Pledged Note has notified the Purchase Contract Agent of its intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder’s Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder’s obligations under the Purchase Contract. In the event of the Issuers’s failure to pay the Put Price when due, the Issuers shall be deemed to have netted such Holder’s obligation to pay the Issuers the Purchase Price under the Purchase Contracts against the Issuers’s obligations to pay the Put Price, in full satisfaction of such Holder’s obligation under the Purchase Contracts.

The Issuers shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement.

Each Purchase Contract evidenced hereby and all obligations and rights of the Issuers and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Issuers shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Notes. A Corporate Unit shall thereafter represent the right to receive the Note in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement.

Under the terms of the Pledge Agreement and the Purchase Contract Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes, but only to the extent instructed in writing by the Holders. Upon receipt of notice of any meeting at which holders of Notes

are entitled to vote or upon the solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Corporate Units Holders a notice:

containing such information as is contained in the notice or solicitation;

stating that each Corporate Units Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes constituting a part of such Holder’s Corporate Units; and

stating the manner in which such instructions may be given.

Upon the written request of the Corporate Units Holders on such record date, received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum aggregate principal amount of Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate Unit, the Purchase Contract Agent shall abstain from voting the Note evidenced by such Corporate Unit.

The Corporate Units Certificates are issuable only in registered form and only in denominations of a single Corporate Unit and any integral multiple thereof. The transfer of any Corporate Units Certificate will be registered and Corporate Units Certificates may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Issuers and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A Holder who elects to substitute a Treasury Security for a Note, thereby creating Treasury Units, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying a Corporate Units remains in effect, such Corporate Units shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Corporate Units in respect of the Notes and Purchase Contract constituting such Corporate Units may be transferred and exchanged only as a Corporate Unit.

Subject to the conditions set forth in the Purchase Contract Agreement, the Holder of corporate Units may substitute, at anytime prior to 5:00 p.m. (New York city time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, for the Pledged Notes securing such Holder’s obligations under the related Purchase Contracts, Treasury Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of the Pledged Notes in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. From and after such Collateral Substitution, each Unit for which such Pledged Treasury Securities secures the Holder’s obligation under the Purchase Contract shall be referred to as a ( Treasury Unit ). A Holder may make such Collateral Substitution only in integral multiples of Ÿ Corporate Units for Ÿ Treasury Units.

The Issuers shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Issuers, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent.

Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be) as set forth in the Purchase Contract Agreement. If the Issuers so elects to defer Contract Adjustment Payments, the Issuers shall pay additional Contract Adjustment Payments on such deferred installments of Contract Adjustment Payments at a rate equal to [ ]% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Issuers elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Settlement Price in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement as set forth in the Purchase Contract Agreement.

The Purchase Contracts and all obligations and rights of the Issuers and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Issuers to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Issuers, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Issuers shall promptly but in no event later than two Business Days thereafter give written notice of the Termination Event to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Notes from the Pledge in accordance with the provisions of the Pledge Agreement.

Subject to and upon compliance with the provisions of the Purchase Contract Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date ( Early Settlement ) as provided in the Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the Holder of this Corporate Units Certificate shall deliver to the Purchase Contract Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the order of the Issuers in an amount (the Early Settlement Amount ) equal to:

(i)

the sum of (A) the product of (i) the Stated Amount times (II) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments (including any Deferred Contract Adjustment Payments) payable on such Payment Date with respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Pledged Notes shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to [ ] shares of Common Stock per Purchase Contract (the Early Settlement Rate ). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted as provided in Section 5.4 of the Purchase Contract Agreement.

Upon the occurrence of a Cash Merger, a Holder of Corporate Units may effect Cash Merger Early Settlement of the Purchase Contract underlying such Corporate Units pursuant to the terms of Section 5.4(b)(ii) of the Purchase Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the related Corporate Units, the Pledged Notes shall be released from the Pledge as provided in the Pledge Agreement.

Upon registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract

Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Corporate Units Certificate. The Issuers covenant and agree, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Corporate Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Corporate Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Issuers or its trustee in the event that the Issuers becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Notes pursuant to the Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments with respect to the aggregate principal amount of the Pledged Notes on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Issuers in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments.

Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.

Prior to due presentment of this Certificate for registration of transfer, the Issuers, the Purchase Contract Agent and its Affiliates and any agent of the Issuers or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Notes, receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Issuers, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM: as tenants in common

UNIF GIFT MIN ACT:		Custodian
(cust)		(minor)

		Under Uniform Gifts to Minors Act of

TENANT:

as tenants by the entireties

JT TEN: as joint tenants with right of survivorship and not as tenants in common. Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Corporate Units Certificates on the books of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, with full power of substitution in the premises.

Dated:

Signature:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature:

Signature Guarantee:

(if assigned to another person)

If shares are to be registered in the name of and delivered to a Registered Holder Person other than the Holder, please (i) print such Person’s name and address and provide a guarantee of your signature:

Please print name and address of Registered Holder:

		Name: Address:

		Name: Address:

		Social Security or other Taxpayer Identification Number, if any:

ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature:

Signature Guarantee:

Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected:

If shares of Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Notes are to be transferred to a Person other than the Holder, please print such Person’s name and address:

		Registered Holder: Name: Address:

		Name: Address:

		Social Security or other Taxpayer Identification Number, if any:

Transfer Instructions for Pledged Notes transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The initial number of Corporate Units of this Global Certificate is [ ]. The following increase or decreases in this Global Certificate have been made:

SCHEDULE 2

FORM OF FACE OF TREASURY UNIT CERTIFICATE

[IF THIS CERTIFICATE IS TO BE A GLOBAL CERTIFICATE, INSERT:]

No. 1 CUSIP No. [ ]

Number of Treasury Units: 0

AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II

Treasury Units

This Treasury Units Certificate certifies that [Cede & Co.] [ ] is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Certificates only—or such other number of Treasury Units as is reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed [ ]. Each Treasury Unit consists of (i) a 1/40th undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II (the Issuers ). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Issuers, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Issuers, to sell, on [ · ] (the Purchase Contract Settlement Date ), at a price equal to $[ · ] (the Stated Amount ), a number of [ · ] ( Common Stock ), of the Issuers, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the Purchase Price ) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase

Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part.

Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities.

The Issuers shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the Contract Adjustment Payments ) equal to [ ]% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Issuers may, at its option, defer such Contract Adjustment Payments.

Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Issuers, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent.

Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuers and the Holder specified above have caused this instrument to be duly executed.

AEGON N.V.

By:

		Name:
		Title:

AEGON FUNDING CORP.

By:

		Name:
		Title:

AEGON FUNDING CORP. II

By:

		Name:
		Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)

[ ], not individually but solely as Attorney-in-Fact of such Holder

By:

		Authorized Officer

Dated:

CERTIFICATE OF AUTHENTICATION OF PURCHASE CONTRACT AGENT

This

is one of the Treasury Units referred to in the within-mentioned Purchase Contract Agreement.

[ ], as Purchase Contract Agent

By:

		Authorized Officer

Dated:

REVERSE OF TREASURY UNIT CERTIFICATE

Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of [ ] (as such may be supplemented from time to time, the Purchase Contract Agreement ) between the Issuers and [ ], as Purchase Contract Agent (including its successors thereunder, herein called the Purchase Contract Agent ), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Issuers and the Holders and of the terms upon which the Treasury Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Issuers to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the Purchase Price ) a number of newly issued shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The Settlement Rate is equal to:

if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $[ ] (the Threshold Appreciation Price ), [ ] shares of Common Stock per Purchase Contract;

if the Adjusted Applicable Market Value is less than or equal to the Reference Price, [ ] shares of Common Stock per Purchase Contract;

in each case subject to adjustment as provided in the Purchase Contract Agreement (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 5.9 of the Purchase Contract Agreement.

Each Purchase Contract evidenced hereby that is settled through Early Settlement or Cash Merger Early Settlement shall obligate the Holder of the related Treasury Units to purchase at the Purchase Price, and the

Issuers to sell, a number of newly issued shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

The Applicable Market Value means the average of the Closing Prices per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date, subject to adjustments set forth under Section 5.4 hereof.

The Adjusted Applicable Market Value means (i) prior to any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement, the Applicable Market Value, and (ii) at the time of and after any adjustment of the Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement, the Applicable Market Value multiplied by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement and the denominator of which shall be the Settlement Rate immediately prior to such adjustment; provided, however, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.4(a) of the Purchase Contract Agreement during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

A Trading Day means a day on which the Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

In accordance with the terms of the Purchase Contract Agreement, the Holder of this Treasury Unit shall pay the Purchase Price for the shares of the Common Stock purchased pursuant to each Purchase Contract evidenced hereby either by effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early Settlement of each such Purchase

Contract or by applying a principal amount of the Pledged Treasury Securities underlying such Holder’s Treasury Unit equal to the Stated Amount of such Purchase Contract to the purchase of the Common Stock. A Holder of Treasury Units who on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the Purchase Contract Settlement Date, does not make an effective Early Settlement shall pay the Purchase Price, less the amount of any Deferred Contract Adjustment Payments payable to such Holder, for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the Pledged Treasury Securities.

The Issuers shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement.

The Issuers have the right to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as

the case may be) as set forth in the Purchase Contract Agreement. If the Issuers so elects to defer Contract Adjustment Payments, the Issuers shall pay additional Contract Adjustment Payments on such deferred installments of Contract Adjustment Payments at a rate equal to [ ]% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Issuers elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Settlement Price in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement as set forth in the Purchase Contract Agreement.

The Purchase Contracts and all obligations and rights of the Issuers and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Issuers to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Issuers, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Issuers shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Treasury Securities (as defined in the Pledge Agreement) forming a part of each Treasury Unit. A Treasury Unit shall thereafter represent the right to receive the Proceeds of the Treasury Security forming a part of such Treasury Unit, in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement.

The Treasury Units Certificates are issuable only in registered form and only in denominations of a single Treasury Unit and any integral multiple thereof. The transfer of any Treasury Units Certificate will be registered and Treasury Units Certificates may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Issuers and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A Holder who elects to substitute Notes, for Treasury Securities, thereby recreating Corporate Units, shall be responsible for any fees or expenses associated therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and the Purchase Contract constituting such Treasury Unit may be transferred and exchanged only as a Treasury Unit.

A Holder of Treasury Units may recreate, at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Corporate Units by delivering to the Securities Intermediary Notes with an aggregate principal amount, equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. From and after such substitution, the Holder’s Units shall be referred to as a Corporate Unit . Any such creation of Corporate Units may be effected only in multiples of 40 Treasury Units for 40 Corporate Units.

The Issuers shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Treasury Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register.

The Purchase Contracts and all obligations and rights of the Issuers and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Issuers to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Issuers, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Issuers shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. A Treasury Unit shall thereafter represent the right to receive the interest in the Treasury Security forming a part of such Treasury Unit, in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement.

Subject to and upon compliance with the provisions of the Purchase Contract Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early ( Early Settlement ) as provided in the Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the Holder of this Treasury Units Certificate shall deliver to the Purchase Contract Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the order of the Issuers in an amount (the Early Settlement Amount ) equal to:

(ii)

the sum of (A) the product of (i) the Stated Amount times the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments (including any Deferred Contract Adjustment Payments) payable on such Payment Date with respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Pledged Treasury Securities underlying such Units shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Treasury Unit as to which Early Settlement is effected equal to [ ] shares of Common Stock per Purchase Contract (the Early Settlement Rate ). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted as provided in Section 5.4 of the Purchase Contract Agreement.

Upon the occurrence of a Cash Merger, a Holder of Treasury Units may effect Cash Merger Early Settlement of the Purchase Contract underlying such Treasury Units pursuant to the terms of Section 5.4(b)(ii) of the Purchase Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the related Treasury Units, the Pledged Treasury Securities underlying such Treasury Units shall be released from the Pledge as provided in the Pledge Agreement.

Upon registration of transfer of this Treasury Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Units Certificate. The Issuers covenant and agree, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Treasury Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Issuers or its trustee in the event that the Issuers becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation,

agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Treasury Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Issuers in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments.

Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.

Prior to due presentment of this Certificate for registration or transfer, the Issuers, the Purchase Contract Agent and its Affiliates and any agent of the Issuers or the Purchase Contract Agent may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Issuers, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN

COM: as tenants in common

UNIF GIFT MIN ACT:		Custodian
(cust)		(minor)

		Under Uniform Gifts to Minors Act of

TENANT: as tenants by the entireties

JT TEN: as joint tenants with right of survivorship and not as tenants in common. Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing [ ] attorney to transfer said Treasury Units Certificates on the books of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, with full power of substitution in the premises.

Dated:

Signature:

Signature Guarantee:

(if assigned to another person)

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature:

Signature Guarantee:

(if assigned to another person)

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:

REGISTERED HOLDER

Please print name and address of Registered Holder:

		Name: Address:

		Name: Address:

		Social Security or other Taxpayer Identification Number, if any:

ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to [ · ] or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature:

Signature Guarantee:

Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected:

If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address:

REGISTERED HOLDER

Please print name and address of Registered Holder:

		Name: Address:

		Name: Address:

		Social Security or other Taxpayer Identification Number, if any:

Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event:

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The initial number of Treasury Units of this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made:

SCHEDULE 3

INSTRUCTION TO PURCHASE CONTRACT AGENT

[ ]

The Purchase Contract Agent

[ ]

Fax: [ ]

Attn: Corporate Trust Division

Re: [[ ] Corporate Units] [[ ] Treasury Units] of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II (the Issuers )

The undersigned Holder hereby notifies you that it has delivered to [ ], as Securities Intermediary, for credit to the Collateral Account, $[ ] aggregate principal amount of [Notes] [Treasury Securities] in exchange for the [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of [ ] (the Pledge Agreement ; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Issuers, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units].

Dated:

Signature:

Signature Guarantee:

Please print name and address of Registered Holder:

		Name: Address:

		Name: Address:

		Social Security or other Taxpayer Identification Number, if any:

SCHEDULE 4

NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS

(Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

Attention:

Telecopy:

Re: [[ ] Corporate Units] [[ ] Treasury Units] of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II (the Issuers )

Please refer to the Purchase Contract Agreement, dated as of [ ] (the Purchase Contract Agreement ; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Issuers and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time.

We hereby notify you that a Termination Event has occurred and that [the Notes] [the Treasury Securities] compromising a portion of your ownership interest in [ ] [Corporate Units] [Treasury Units] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such [Notes] [Treasury Securities] (the Released Securities ).

Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate Units] [Treasury Units] effected through book-entry or by delivery to us of your [Corporate Units Certificate] [Treasury Units Certificate], we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate Units] [Treasury Units] are transferred or your [Corporate Units Certificate] [Treasury Units Certificate] is surrendered or satisfactory evidence is provided that such [Corporate Units Certificate] [Treasury Units Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Issuers may require.

Date:

By: [ · ], as the Purchase Contract Agent

Name:

Title: Authorized Signatory

SCHEDULE 5

NOTICE TO SETTLE BY CASH

[ · ]

[ ]

Fax: [ ]

Attn: Corporate Trust Division

Re: [ ] Corporate Units of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II (the Issuers )

The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.2 of the Purchase Contract Agreement, dated as of [ ] (the Purchase Contract Agreement ; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Issuers and you, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to or on 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds), $[ ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Issuers with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder’s election to make such Cash Settlement with respect to the Purchase Contracts related to such Holder’s Corporate Units.

Dated:

Signature:

Signature Guarantee:

Please print name and address of Registered Holder:

SCHEDULE 6

NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT

(Settlement of Purchase Contract through Remarketing)

[ ]

The Collateral Agent

[ ]

Fax: [ ]

Attn: Corporate Trust Division

Re: [ ] Corporate Units of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II (the Issuers )

In accordance with Section 5.2 of the Purchase Contract Agreement and, based on notices of [Early Settlements][Cash Settlements] received from Holders of Corporate Units as of 5:00 p.m. (New York City time), on the fifth Business Day immediately preceding the [ ] Remarketing Date, we hereby notify you that an aggregate principal amount of $[ ] Notes is to be tendered for purchase in the Remarketing.

Date:

By: [ ], as the Purchase Contract Agent

Name:

Title: Authorized Signatory

EXHIBIT 7

FORM OF PURCHASE CONTRACT CONTEMPLATING SALE BY AEGON N.V.,

AEGON FUNDING CORP. AND AEGON FUNDING CORP. II

[Insert Designation of Purchase Contracts]

PURCHASE CONTRACT

between

[ ]

and

or registered assigns,

as holder hereunder (the Holder )

All capitalized terms used but not defined herein that are defined in the Purchase Contract Agreement (described below) have the meanings set forth therein or in the applicable Issuer Order, and if not defined therein, have the meaning set forth below.

Purchase Contract Property:

Quantity:

Purchase Price:

Purchase Contract Settlement Date:

Date of Payment of Purchase Price, if different from Purchase Contract Settlement Date:

Payment Location:

Method of Settlement:

Currency of Settlement Payment:

Authorized Number of Purchase Contracts:

Aggregate Purchase Price:

Aggregate Quantity of Purchase Contract Property:

Contract Fees:

Issuers Acceleration:

Holders’ Acceleration:

Redemption Provisions:

Other Terms:

Subject to the conditions hereinafter set forth, the Holder agrees to purchase and each of the Issuers agrees to sell, subject to the terms of the Purchase Contract Agreement referred to below and as set forth herein, on the Settlement Date, the Aggregate Quantity of Purchase Contract Property, for the Purchase Price. The Purchase Contract(s) evidenced hereby shall not entitle the Holder to purchase the Purchase Contract Property prior to the Settlement Date.

The Purchase Price for the Purchase Contract Property purchased pursuant to the Purchase Contracts evidenced hereby shall be payable at the Payment Location on the Settlement Date pursuant to the Method of Settlement in the Currency of Settlement Payment.

Each Purchase Contract evidenced hereby is one of a duly authorized issue of not more than the Authorized Number of Purchase Contracts of the Issuers relating to the purchase by holders of not more than the Aggregate Quantity of Purchase Contract Property issued under the Purchase Contract Agreement, dated as of [ · ] (the Purchase Contract Agreement ), among the Issuers, [ ], as Agent (the Agent ) and the Holders from time to time of Purchase Contracts, to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Issuers and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed, countersigned, executed on behalf of the Holder and delivered.

The Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with any transfer or exchange of each Purchase Contract evidenced hereby. No service charge shall be required for any such registration of transfer or exchange, but the Issuers and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange of Purchase Contracts.

Upon registration of transfer of this Purchase Contract, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts hereby. The Issuers covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The extent to which, and the terms upon which, any cash or other property (other than the Purchase Contract Property) is payable or deliverable with respect to the Purchase Contracts evidenced hereby is described above under Contract Fees . The extent to which, and the terms upon which, the Issuers may accelerate the obligations of the Issuers and the Holders of the Purchase Contracts evidenced hereby is described above under “Issuers Acceleration”. The extent to which, and the terms upon which, the Holders of such Purchase Contracts may accelerate the obligations of the Issuers and the Holders of the Purchase Contracts is described above under “Holders’ Acceleration”. The extent to which, and the terms upon which, the Issuers may redeem the Purchase Contracts evidenced hereby is described above under Redemption Provisions .

Subject to certain exceptions, the terms of the Purchase Contracts and the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of not less than a majority of the affected outstanding Purchase Contracts and certain Purchase Contract Defaults may be waived with the consent of the Holders of a majority of the affected outstanding Purchase Contracts. Without the consent of any Holder of Purchase Contracts, the terms of the Purchase Contract Agreement the Purchase Contracts may be amended to, among other things, cure any ambiguity, to correct or supplement any provision in the Purchase Contract Agreement or Purchase Contract, to add to covenants of the Issuers or Agent or to make any other provisions

with respect to matters or questions arising under the Purchase Contract Agreement or the Purchase Contracts that do not adversely affect the interests of the Holders in any material respect.

Holders of the Purchase Contracts may not enforce the Purchase Contract Agreement or such Purchase Contracts except as provided in the Purchase Contract Agreement.

Any incorporator, or past, present or future stockholder, officer, attorney-in-fact or director, as such, of the Issuers or of any successor corporation shall not have any liability for any obligations of the Issuers under the Purchase Contracts or the Purchase Contract Agreement or for any claim based on, with respect to or by reason of such obligations or their creation. The Holder by his acceptance hereof waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Purchase Contracts.

The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Prior to due presentment of a Purchase Contract for registration of transfer, the Issuers, the Agent, and any agent of the Issuers or the Agent, may treat the Person in whose name this Purchase Contract is registered as a party to the Purchase Contracts evidenced hereby for the purpose of performance of such Purchase Contracts and for all other purposes whatsoever, and neither the Issuers, nor the Agent, shall be affected by notice to the contrary.

The Holder, by his acceptance hereof, authorizes the Agent to execute the Purchase Contracts evidenced hereby on his behalf, authorizes and directs the Agent on his behalf to take such other action, and covenants and agrees to take such other action, as may be necessary or appropriate, or as may be required by the Agent, to effectuate the provisions of the Purchase Contract Agreement relating to the purchase of the Purchase Contract Property appoints the agent as his attorney-in-fact for any and all such purposes, and agrees to be bound by the terms thereof.

The Purchase Contracts shall not, prior to the performance thereof, entitle the Holder to any of the rights of a holder of the Purchase Contract Property.

No Purchase Contract evidenced hereby shall be valid or obligatory for any purpose until countersigned and executed on behalf of the Holder by the Agent, pursuant to the Purchase Contract Agreement.

SIGNATORIES

IN WITNESS WHEREOF , the parties to this Purchase Contract have cause this instrument to be duly executed.

AEGON N.V.

By:

		Name: Title:

AEGON FUNDING CORP.

By:

		Name: Title:

AEGON FUNDING CORP. II

By:

		Name: Title:

HOLDER SPECIFIED ABOVE [ ], not individually but solely as attorney-in-fact of such Holder

By:

		Name: Title:

AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates of Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement.

[ ], as Purchase Contract Agent

By:

Name:

Title:

SETTLEMENT INSTRUCTIONS

SCHEDULE A

The undersigned Holder directs that a certificate for the Purchase Contract Property deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts be registered in the name of, and delivered to the undersigned at the address indicated below unless a different name and address have been indicated below. If the Purchase Contract Property is to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

If the Purchase Contract Property is to be registered in the name of and delivered to Person other than the Holder, please print such Person’s name and address:		REGISTERED HOLDER

		Please print name and address of Registered Holder:

Name		Name

Address		Address

Social Security or other Taxpayer Identification Number, if any

ELECTION TO SETTLE EARLY

SCHEDULE B

The undersigned Holder of this Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts specified below. The undersigned Holder directs that the Purchase Contract Property deliverable upon such Early Settlement be registered in the name of, and delivered to the undersigned at the address indicated below unless a different name and address have been indicated below. If the Purchase Contract Property are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature

Signature Guarantee:

Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected:

If the Purchase Contract Property is to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address:		REGISTERED HOLDER

		Please print name and address of Registered Holder:

Name		Name

Address		Address

Social Security or other Taxpayer Identification Number, if any

UNIT AGREEMENT

Dated as of •, 2003,

AMONG:

(1)

AEGON N.V. , a Netherlands public company;

(2)

AEGON Funding Corp. , a company incorporated under the laws of the State of Delaware;

(3)

(4)

[ ], acting solely as unit agent under this Agreement (in its capacity as unit agent, the Agent , except to the extent that this Agreement specifically states that the Agent is acting in another capacity);

(5)

Citibank, N.A., as trustee under the Indenture described below (in its capacity as trustee under the Indenture described below, the Trustee );

(6)

[ ], as purchase contract agent under the Purchase Contract Agreement described below (in its capacity as the purchase contract agent under the Purchase Contract Agreement described below, the Purchase Contract Agent ); and

(7)

[ ], as warrant agent under the Warrant Agreement described below (in its capacity as warrant agent under the Warrant Agreement described below, the Warrant Agent ).

WHEREAS

(A)

the Issuers have entered into an Indenture dated as of October 11, 2001 between the Issuers and Citibank, N.A., as Trustee (the Indenture );

(B)

the Issuers have entered into a Purchase Contract Agreement dated as of [ ] between the Issuers and [ ], as Purchase Contract Agent (the Purchase Contract Agreement );

(C)

the Issuers have entered into a Warrant Agreement dated as of [ ] between the Issuers and [ ], as Warrant Agent (the Warrant Agreement );

(D)

the Issuers desire to provide for the issuance of units (the Units ) consisting of one or more Notes, Warrants, Guarantees and/or Purchase Contracts, each as defined below, or any combination thereof; and

(E)

the Issuers desire the Agent to act on behalf on the Issuers, and the Agent is willing so to act, in connection with the issuance and exercise of Units and the registration, transfer, exchange and replacement of Unit Certificates ( Unit Certificates ) and other matters as provided herein.

NOW, THEREFORE, for due and adequate consideration, the parties hereto hereby agree as follows:

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.1

Definitions

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

(a)

the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;

(b)

all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the Netherlands in effect at the time of any computation; and

(c)

the words herein , hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control , with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

Agent means the Person named as the Agent in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter Agent shall mean such successor Person.

Automatic Separation Date has the meaning specified in Section 4.1.

Board of Directors means the Supervisory Board, Executive Board or board of directors of any Issuer or any other committee duly authorized to act on its behalf with respect to this Agreement.

Board Resolution means one or more resolutions certified by the Secretary or an Assistant Secretary of any Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Agent.

Corporate Trust Office means the office of the Agent at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at [ ].

Definitive , when used immediately before a term representing a Security, shall refer to the definitive form for that Security.

Definitive Security means any Security in definitive form.

Definitive Unit means any Unit comprised of Definitive Securities.

Definitive Unit Certificate means a Certificate for a Definitive Unit.

Depositary means DTC or any successor as the Holder of any Global Units.

DTC means The Depository Trust Company or its nominee.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Global, when used before a term representing a Security, shall refer to the global form of that Security.

Global Security means any Security in global form.

Global Unit means any Unit that comprises the Global Securities and is represented by a Global Unit Certificate.

Global Unit Certificate means a Certificate in registered form for a Global Unit.

Guarantee means guarantee issued pursuant to the Indenture.

Holder means, in the case of any Security or Unit, the Person in whose name such Security or the Securities constituting a part of such Unit are registered on the relevant Security Register.

Indenture has the meaning specified in the first recital in this Agreement.

Issuer has the meaning stated in the preamble of this Agreement.

Issuer Order means a written statement, request or order of the Issuers signed in its name by any one of the following: the chairman of the Board of Directors, the president, a vice chairman of the Board of Directors, the chief financial officer or the treasurer or any other person certified by any of the foregoing officers in an Officer’s Certificate to be an executive officer of the Issuers or authorized by the Board of Directors to execute any such written statement, request or order and delivered to the Agent.

Note means a note issued pursuant to the Indenture.

Officer’s Certificate means a certificate signed by the chairman of the Board of Directors, the president, a vice chairman of the Board of Directors, the chief financial officer or the treasurer of any Issuer (or any other officer identified by any of the foregoing officers in an Officers’ Certificate to be an executive officer of any Issuer) and the secretary, an assistant secretary or the controller of any Issuer and delivered to the Agent.

Opinion of Counsel means an opinion in writing signed by legal counsel, who may be an employee of or counsel to any Issuer and who shall otherwise be reasonably satisfactory to the Agent.

Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Purchase Contract means a purchase contract issued pursuant to the Purchase Contract Agreement.

Purchase Contract Agent has the meaning specified in the preamble of this Agreement.

Purchase Contract Agreement has the meaning stated in the second recital of this Agreement.

Responsible Officer with respect to the Agent means the chairman of the Board of Directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, the cashier, the

secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

Security means any security comprising a Unit, which may include Notes, Guarantees, Purchase Contracts and Warrants.

Security Agents means the Trustee, the Warrant Agent and the Purchase Contract Agent.

Security Agreements means the Indenture, the Warrant Agent Agreement and the Purchase Contract Agreement.

Trustee has the meaning specified in the preamble of this Agreement.

Unit has the meaning stated in the fourth recital to this Agreement.

Unit Certificate has the meaning stated in the fifth recital of this Agreement.

Unit Register has the meaning specified in Section 3.7.

Warrant means a warrant issued pursuant to the Warrant Agreement.

Warrant Agent has the meaning specified in the preamble of this Agreement.

Warrant Agreement has the meaning stated in the third recital of this Agreement.

APPOINTMENT OF UNIT AGENT

The Issuers hereby appoint the Agent to act as agent for the Issuers in accordance with the instructions set forth hereinafter in this Agreement and the Agent hereby accepts such appointment.

UNITS

3.1

Forms Generally

(a)

The Unit Certificates shall be substantially in the form of Exhibit 1 or in such form (not inconsistent with Agreement) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate detailing such establishment). The Unit Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Issuers executing the Securities constituting a part thereof may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization on which the Units may be listed or quoted or of any securities depository or to conform to general usage.

(b)

The Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Unit Certificates, as evidenced by their execution of the Securities constituting a part of the Units evidenced by such Unit Certificates.

(c)

The Units may be issued initially as Global Units in fully registered form or as Definitive Units. A beneficial interest in a Global Unit may not be exchanged for a Definitive Unit, except as provided in Section 3.11. For any issuance of Units, the Issuers shall execute, and each of the Security Agents shall, in accordance with Section 3.6, authenticate and countersign, as appropriate, and deliver one or more Unit Certificates (comprised of its constituent Securities) that shall evidence all of the Units issued.

The Definitive Unit Certificates shall be produced in any manner as determined by the officers of the Issuers executing the Units evidenced by such Definitive Unit Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

Every Global Unit Certificate authenticated and executed on behalf of the Holders shall be registered in the name of the Depositary or its nominee, delivered by the Agent to the Depositary or pursuant to such Depositary’s instructions and shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Units in definitive registered form, this Unit Certificate may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

(d)

No failure on the part of the Issuers or the Agent or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Issuers or the Agent or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

3.2

Form of Certificate of Authentication and Countersignature

The form of each of the Security Agents’ certificate of authentication or countersignature, as applicable, of the Securities constituting a part of the Unit, shall be substantially in such form as set forth in each of the Security Agreements, as applicable.

3.3

Units

(a)

The Units may be issued in one or more series. They shall be issued upon the order of the Issuers (contained in an Issuer Order) or pursuant to such procedures acceptable to the Agent as may be specified from time to time by an Issuer Order, prior to the initial issuance of Units of any series. The Issuer Order shall specify:

(i)

the designation of the Units of the series, which shall distinguish the Units of the series from the Units of all other series;

(ii)

any limit upon the aggregate number of Units of the series that may be authenticated and delivered under this Agreement (disregarding any Units authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Units of the series pursuant to Section 3.7, 3.8 or 3.11);

(iii)

the designation of the Securities constituting a part of the Units of the series;

(iv)

whether and on what terms any Securities constituting a part of the Units of the series may be separated from the Units of the series and the other Securities constituting a part of such Units;

(v)

whether the Units are to be issuable as Global Units or as Definitive Units;

(vi)

any other events of default or covenants with respect to the Units of such series; and

(vii)

any other terms of the series (which terms shall not be inconsistent with the provisions of this Agreement).

All Units of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution or other such Issuer Order. Specific terms of the Units may be indicated in the Issuer Order.

(b)

The aggregate number of Units that may be authenticated, countersigned and delivered under this Agreement is unlimited;

3.4

Denominations

Units shall be issuable only in denominations of a single Unit and any integral multiple thereof.

3.5

Rights and Obligations Evidenced by the Units

Units shall evidence the number or amount of each type of constituent Securities specified on the face of the Unit Certificates representing Definitive Units or in Schedule A to the Unit Certificates representing Global Units.

3.6

Execution, Authentication, Delivery and Dating

Upon the execution and delivery of this Agreement, and from time to time thereafter, the Issuers may deliver Unit Certificates (including the Securities executed by the Issuers constituting the Units evidenced by such Unit Certificates) to each of the Security Agents for authentication and countersignature, as the case may be, of the Securities comprised by such Units, together with its Issuer Orders for authentication and countersignature of such Securities, and each of the Security Agents in accordance with each of the Security Agreements and the Issuer Order of the Issuers shall authenticate and countersign the Securities constituting a part of the Units evidenced by such Unit Certificates.

Notes and Guarantees constituting a part of the Units shall be executed on behalf of the Issuers in accordance with the terms of the Indenture. Purchase Contracts constituting a part of the Units shall be executed on behalf of the Issuers in accordance with the terms of the Purchase Contract Agreement. Warrants constituting a part of the Units shall be executed on behalf of the Issuers in accordance with the terms of the Warrant Agreement.

3.7

Registration of Transfer and Exchange

At the option of the Holder thereof, Units may be transferred or exchanged for a Unit or Units having authorized denominations evidencing the number of Units transferred or exchanged, upon surrender of such Units to be so transferred or exchanged at the Corporate Trust Office of the Agent upon payment, if the Issuers shall so require, of the charges hereinafter provided. Whenever any Units are so surrendered for transfer or exchange, the Issuers shall execute, and each of the Security Agents, as appropriate, shall authenticate and/or countersign, and the Agent shall deliver the Units which the Holder making the transfer or exchange is entitled to receive. All Units (including the Securities constituting part of such Units) surrendered upon any exchange or transfer provided for in this Agreement shall be promptly canceled and disposed of in accordance with Section 3.10.

All Unit Certificates delivered upon any registration of transfer or exchange of a Unit Certificate shall evidence the ownership of its constituent Securities and shall be entitled to the same benefits, and be subject to the same obligations, under each of the Security Agreements and this Agreement as the Units evidenced by the Unit Certificate surrendered upon such registration of transfer or exchange.

Every Unit Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. Except as otherwise provided herein with respect to the Units, the Agent shall register the transfer or exchange of any outstanding Unit Certificate upon the records to be maintained by it for that purpose (the Unit Register ) at its Corporate Trust Office.

No service charge shall be made for any transfer or exchange of a Unit, but the Issuers and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Units, other than any exchanges pursuant to Section 3.8 not involving any transfer.

3.8

Mutilated, Destroyed, Lost and Stolen Unit Certificates

If any mutilated Unit Certificate is surrendered to the Agent, the Issuers shall execute and deliver to each of the Security Agents, as appropriate, and each of the Security Agents shall authenticate, countersign and deliver, as appropriate, in exchange therefor new Securities comprised by Units of like tenor and evidenced by a new Unit Certificate evidencing the same number of Units and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuers, the Agent and each of the Security Agents, as appropriate, (i) evidence to their satisfaction of the destruction, loss or theft of any Unit Certificate and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Issuers and each of the Security Agents, as appropriate, that such Unit Certificate has been acquired by a bona fide purchaser, the Issuers shall execute and deliver to each of the Security Agents and/or the Agent, as appropriate, and each of the Security Agents (in accordance with each of the Security Agreements, as applicable, shall authenticate and countersign and the Agent shall deliver to the Holder, as appropriate, in lieu of any such destroyed, lost or stolen Unit Certificate, new Securities comprised by Units of like tenor and evidenced by a new Unit Certificate evidencing the same number of Units and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Unit Certificate under this Section, the Issuers and the Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Agent) connected therewith.

Every new Unit Certificate executed pursuant to this Section in lieu of any destroyed, lost or stolen Unit Certificate shall constitute an original additional contractual obligation of the Issuers, whether or not the destroyed, lost or stolen Unit Certificate (and the Securities evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Unit Certificates delivered hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.

3.9

Persons Deemed Owners

Prior to due presentment of a Unit Certificate for registration of transfer, the Issuers, each of the Security Agents and the Agent, as appropriate, and any agent of the Issuers, each of the Security Agents or the Agent, as appropriate, may treat the Person in whose name any Security evidenced by such Unit Certificate is registered as the owner of the Units evidenced thereby for all purposes whatsoever, whether or not payment with respect to any Security constituting a part of the Units evidenced thereby shall be overdue and notwithstanding any notice to the contrary. None of the Issuers, each of the Security Agents, the Agent or any agent of the Issuers, each of the Security Agents or the Agent shall be affected by notice to the contrary.

3.10

Cancellation

All Unit Certificates surrendered for registration of transfer or exchange shall, if surrendered to any Person other than each of the Security Agents or the Agent, as appropriate, be delivered to each of the Security Agents and/or the Agent, as appropriate, and, if not already canceled, the constituent Securities evidenced by such Units shall be promptly canceled by each of the Security Agents and/or the Agent, as appropriate. The Issuers may at any time deliver to each of the Security Agents and/or the Agent, as appropriate, for cancellation any Unit Certificates previously authenticated, countersigned and delivered hereunder, under each of the Security Agreements, which the Issuers may have acquired in any manner whatsoever, and all Unit Certificates so delivered shall, upon Issuer Order of the Issuers, be promptly canceled by each of the Security Agents and/or the Agent, as appropriate. No Unit Certificates shall be authenticated, countersigned and executed in lieu of or in exchange for any Unit Certificates canceled as provided in this Section, except as permitted by this Agreement. All canceled Unit Certificates held by the Agent shall be disposed of in accordance with its customary procedures and a certificate of their disposition shall be delivered by the Agent to the Issuers, unless by Issuer Order the Issuers shall direct that canceled Unit Certificates be returned to it.

If the Issuers or any Affiliate of the Issuers shall acquire any Unit Certificate, such acquisition shall not operate as a cancellation of such Unit Certificate unless and until such Unit Certificate is delivered to each of the Security Agents and/or the Agent, as appropriate, for the purpose of cancellation.

3.11

Exchange of Global Units and Definitive Units

Holders of Global Units shall receive Definitive Units in exchange for interests in such Global Units if DTC notifies the Issuers that it is unwilling or unable to continue as Depositary with respect to the Global Units or if at any time it ceases to be a clearing agency under the Exchange Act, and a successor Depositary registered as a clearing agency under the Exchange Act is not appointed by the Issuers within 90 days after receipt of such notice or after it becomes aware that DTC has ceased to be such a clearing agency.

Definitive Units exchanged for interests in Global Units pursuant to this Section 3.11 shall be denominated in the amounts and registered in the name of such Person or Persons as the Depositary shall instruct the Agent and each of the Security Agents, as appropriate.

Whenever Global Units are exchanged for Definitive Units the Agent shall cause Schedule A of the Global Unit to be endorsed to reflect any decrease in the Global Units as a result of such exchange, whereupon the Global Unit Certificate or Certificates shall be canceled and disposed of in accordance with Section 3.10.

Prior to an issuance of Unit Certificates, the Issuers shall deliver to the Agent an Issuer Order containing the designation and terms of the applicable Units.

AUTOMATIC SEPARATION OF UNITS; TERMINATION OF UNIT AGREEMENT

4.1

Automatic Separation of Units; Termination of Unit Agreement

Prior to the automatic separation date, which, for each Unit, shall be specified by the Issuers in the Issuer Order authorizing such Unit (hereinafter referred to as Automatic Separation Date ), the constituent Securities shall be purchased, exchanged and transferred only as Units. On the Automatic Separation Date designated for a Unit, such Unit shall automatically separate into its constituent Securities and the Unit will cease to exist. Each beneficial owner of a Unit on the Automatic Separation Date for that Unit shall become the owner of its constituent Securities, which may thereafter be transferred as separate securities. Immediately upon the separation of a Units into its constituent Securities, this Agreement shall terminate with respect to the Unit.

4.2

Effect of Termination

If this Agreement is terminated as provided in Section 4.1, such termination shall be without liability of any party to any other party to this Agreement with respect to the terminated Unit and the obligations of the Issuers with respect to the Unit shall automatically cease upon the Automatic Separation Date and the Holder shall not have any claims with respect to the Unit, provided that the provisions of Section 6.5 shall survive the termination hereof pursuant to Section 4.1 and provided, further, that the provisions of this Section shall not limit the ability of the Holder to enforce its rights in accordance with the proviso in Section 5.1.

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF UNITS

5.1

Holder May Enforce Rights

Any Holder of a Unit may, without the consent of the Agent, the Depositary, any participant of the Depositary or any other Holder, in and for its own behalf, enforce, and may institute and maintain, any suit, action or proceeding against the Issuers suitable to enforce, or otherwise in respect of, its rights under this Agreement; provided that a Holder of a Unit may only enforce its rights under the Securities comprised by such Unit in accordance with the terms of each of the Security Agreements, as applicable.

THE AGENT

6.1

Certain Duties and Responsibilities

(a)

The Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

(b)

No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that

(i)

the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and

(ii)

in the absence of bad faith on its part, the Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

(c)

The Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts.

(d)

No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e)

Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.

(f)

The Agent is acting solely as agent for the Issuers hereunder and owes no fiduciary duties to any person by virtue of this Agreement.

6.2

Certain Rights of Agent

Subject to the provisions of Section 6.1:

(a)

the Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)

any request, direction, order or demand of the Issuers mentioned herein shall be sufficiently evidenced by an Officer’s Certificate or Issuer Order and any resolution of the Board of Directors of any Issuer, as the case may be, may be sufficiently evidenced by a Board Resolution;

(c)

the Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

(d)

the Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the issuance of the constituent Securities, as the case may be, and, if the Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, at reasonable times during normal business hours, personally or by agent or attorney;

(e)

the Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and

(f)

the Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement.

6.3

Not Responsible for Recitals or Issuance of Units

The recitals contained herein, in each of the Security Agreements, as applicable, and in the Units, except the certificates of authentication or countersignature of each of the Security Agents, as applicable, shall be taken as the statements of the Issuers, and none of the Security Agents assumes any responsibility for their correctness. The Agent makes no representations as to the validity or sufficiency of this Agreement or of the Units. None of the Security Agents shall be accountable for the use or application by the Issuers of the proceeds with respect to Units or be responsible for exercising any remedy hereunder on behalf of the Holders, except as expressly provided in this Agreement.

6.4

May Hold Units

The Agent, each of the Security Agents, or any other agent of the Issuers, each of the Security Agents, or the Agent, in its individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Issuers and receive, collect, hold and retain collections from Issuers with the same rights it would have if it were not such other agent, each of the Security Agents or the Agent.

6.5

Compensation and Reimbursement

The Issuers agree:

(a)

to pay to the Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law with regard to the compensation of a trustee of an express trust);

(b)

except as otherwise expressly provided herein, to reimburse the Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c)

to indemnify the Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Issuers under this Section to compensate and indemnify the Agent and any predecessor Agent and to pay or reimburse the Agent and any predecessor Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of such Agent or predecessor Agent or the termination hereof. Such additional indebtedness shall be a senior claim to that of the Units upon all property and funds held or collected by the Agent as such, except funds held in trust for the benefit of the Holders of particular Units, and the Units are hereby subordinated to such senior claim.

6.6

Corporate Agent Required; Eligibility

There shall at all times be an Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, having, together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority and willing to act on reasonable terms. If such corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Agent hereunder shall at all times be each of the Security Agents under each of the Security Agreements, subject to receipt of an opinion of Counsel that the same Person is precluded by law from acting in such capacities. If at any time the Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Section. The Agent may appoint one or more sub-agents with offices or agencies in a city or cities outside the United States.

6.7

Resignation and Removal; Appointment of Successor

(a)

No resignation or removal of the Agent and no appointment of a successor Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Agent in accordance with the applicable requirements of Section 6.8.

(b)

The Agent may resign by giving written notice thereof to the Issuers and the Holders, in accordance with Section 8.6 and Section 8.7, 90 days prior to the effective date of such resignation. If the Issuers shall fail to appoint a successor to the Agent within a period of 90 days after it has been so notified in writing by the

Agent or by the registered holder of a Unit Certificate (in the case of incapacity), then the registered holder of any Unit Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Agent. Pending appointment of a successor to the Agent, either by the Issuers or by such a court, the duties of the Agent shall be carried out by the Issuers.

(c)

The Agent may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuers and specifying such removal and the date when the removal is intended to become effective.

(d)

If at any time

(i)

the Agent shall cease to be eligible under Section 6.6, or shall cease to be eligible as each of the Security Agents under each of the Security Agreements, and shall fail to resign after written request therefor by the Issuers or by any Holder, or

(ii)

the Agent shall become incapable of acting with respect to the Units or shall be adjudged as bankrupt or insolvent, or a receiver or liquidator of the Agent or of its property shall be appointed or any public officer shall take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuers, by Board Resolution, may remove the Agent and appoint a successor Agent, or (B) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Agent and the appointment of a successor Agent or Agents. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Agent and appoint a successor Agent.

(e)

If the Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Agent for any cause, the Issuers, by Board Resolution, shall promptly appoint a successor Agent or Agents (other than the Issuers) and shall comply with the applicable requirements of Section 6.8. If no successor Agent shall have been so appointed by the Issuers and accepted appointment in the manner required by Section 6.8, any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Agent.

(f)

The Issuers shall give, or shall cause such successor Agent to give, notice of each resignation and each removal of the Agent and each appointment of a successor Agent to all Holders of Units in accordance with Section 8.7. Each notice shall include the name of the successor Agent and the address of its Corporate Trust Office.

6.8

Acceptance of Appointment by Successor

(a)

In case of the appointment hereunder of a successor Agent, every such successor Agent so appointed shall execute, acknowledge and deliver to the Issuers and to the retiring Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Agent shall become effective and such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Agent, with like effect as if originally named as Agent hereunder; but, on the request of the Issuers or the successor Agent, such retiring Agent shall, upon payment of all amounts due and payable to it pursuant to Section 6.5, execute and deliver an instrument transferring to such successor Agent all the rights and powers of the retiring Agent and shall duly assign, transfer and deliver to such successor Agent all property and money held by such retiring Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to Section 6.5.

(b)

Upon request of any such successor Agent, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Agent all such rights, powers and agencies referred to in paragraph (a) of this Section.

(c)

No successor Agent shall accept its appointment unless at the time of such acceptance such successor Agent shall be eligible under this Agreement.

(d)

Upon acceptance of appointment by any successor Agent as provided in this Section, the Issuers shall give notice thereof to the Holders of Units in accordance with Section 8.7. If the acceptance of appointment is substantially contemporaneous with the resignation of the Agent, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.7. If the Issuers fail to give such notice within ten days after acceptance of appointment by the successor Agent, the successor Agent shall cause such notice to be given at the expense of the Issuers.

6.9

Merger, Conversion, Consolidation or Succession to Business

Any corporation into which the Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation succeeding to all or substantially all the agency business of the Agent, shall be the successor of the Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation shall be otherwise eligible under this Section.

6.10

Tax Compliance

(a)

The Agent on its own behalf and on behalf of the Issuers, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable U.S. Federal and State tax laws, regulations or administrative practice (i) with respect to payments on, or transfer or redemption of the constituent Securities or (ii) if specifically instructed by the Issuers, with respect to the issuance, delivery, holding, or exercise of rights (other than by payment, transfer or redemption) under the constituent Securities. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. The Issuers will provide to the Agent such information as it may reasonably request in order to comply with this Section.

(b)

The Agent shall comply with any direction received from the Issuers with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Agreement rely on any such direction in accordance with the provisions of Section 6.10(a) hereof.

(c)

The Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request at reasonable times during normal business hours to the Issuers or to their authorized representatives duly authorized in writing.

(d)

Unless otherwise specified pursuant to Section 3.3, the portion of the issue price of any Units of any series consisting of Notes and other Securities allocable to such Notes shall equal the portion of the issue price that is in the same proportion to such issue price as the fair market value of such Notes bears to the aggregate fair market value of such Notes and other Securities, taken as a whole. The Issuers and the Holders agree not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of the Notes as debt.

(e)

Unless otherwise specified pursuant to Section 3.3, the Issuers by the issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all U.S. Federal, State and local tax returns consistent with the treatment of such Unit as constituted by separate securities.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

7.1

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions

Each of the Issuers covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any Person, firm or corporation, except that any Issuer may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other corporation, provided that (i) the Issuer shall be the continuing corporation, or the successor corporation (if other than the Issuer) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such corporation shall assume the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed by the Issuer by supplemental agreement in form satisfactory to the Agent executed and delivered to the Agent by such corporation, and (ii) neither the Issuer nor such successor corporation immediately after such merger or consolidation, or such sale or conveyance shall be in default in the performance of any such covenant or condition.

7.2

Rights and Duties of Successor Corporation

In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for any Issuer with the same effect as if it had been named herein as an Issuer. Such successor corporation thereupon may cause to be signed, and may issue (subject to the provisions of each of the Security Agreements), together with the other Issuers, any or all of the constituent Securities issuable hereunder which theretofore shall not have been signed by the Issuer that has been succeeded to and delivered to the Agent; and, upon the order of such successor corporation, instead of the Issuer that has been succeeded to, and subject to all the terms, conditions and limitations in this Agreement prescribed, each of the Security Agents and the Agent shall authenticate, countersign and deliver, as applicable, any constituent Securities that previously shall have been signed and delivered by the officers of the Issuer that has been succeeded to each of the Security Agents for authentication and countersignature, and any constituent Securities evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to each of the Security Agents.

In case of any such consolidation, merger, sale, conveyance or lease such change in phraseology and form (but not in substance) may be made in the Unit Certificates thereafter to be issued as may be appropriate.

7.3

Opinion of Counsel to Agent

The Agent subject to Sections 6.1 and 6.2 may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or lease, and any such assumption, comply with the provisions of this Section.

MISCELLANEOUS PROVISIONS

8.1

Amendments

(a)

This Agreement and the terms of the Units may be amended (by means of an agreement supplemental hereto or otherwise) by the Issuers and the Agent, without the consent of the Holders, (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein, (ii) to evidence and provide for the acceptance of appointment hereunder by a successor Agent with respect to the Units, (iii) in any other manner which the Issuers may deem necessary or desirable and which will not adversely affect the interests of the affected Holders or (iv) to comply with the Securities Act of 1933, as amended, the Exchange Act or the Investment Company Act of 1940, as amended.

(b)

The Issuers and the Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of Holders holding not less than a majority in number of the then outstanding Units for any purpose; provided, however, that no such modification or amendment that materially and adversely affects the exercise rights of the affected Holders or reduces the percentage of the number of outstanding Units, the consent of the Holders of which is required for modification or amendment of this Agreement, may be made without the consent of each Holder affected thereby. In the case of Units evidenced by one or more Global Unit Certificates, the Issuers and the Agent shall be entitled to rely upon certification in form satisfactory to each of them that any requisite consent has been obtained from holders of beneficial ownership interests in the relevant Global Unit Certificate. Such certification may be provided by participants of the Depositary acting on behalf of such beneficial owners of Units, provided that any such certification is accompanied by a certification from the Depositary as to the Unit holdings of such participants.

(c)

Upon the request of the Issuers, accompanied by a copy of a Board Resolution (which Board Resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate) authorizing the execution of any such amendment, and upon the filing with the Agent of evidence of the consent of Holders as aforesaid, the Agent shall join with the Issuers in the execution of such amendment unless such amendment affects the Agent’s own rights, duties or immunities under this Agreement or otherwise, in which case the Agent may in its discretion, but shall not be obligated to, enter into such amendment. In executing, or accepting the additional duties created by, any amendment permitted by this Section, the Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The fact and date of the execution of any consent of Holders, or the authority of the Person executing the same, may be proved in any manner which the Agent (with the approval of the Issuers) deems sufficient.

(d)

To the extent that the consent of the Holders is required, it shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.

(e)

The Issuers may, but shall not be obligated to, set a record date for purposes of determining the identity of Holders of Units entitled to consent to any action by consent authorized or permitted hereby. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Units on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Units, whether or not such Holders remain Holders after such record date. The ownership of Units shall be proved by the Unit Register.

8.2

Incorporators, Stockholders, Officers and Directors of the Issuers Immune from Liability

No recourse under or upon any obligation, covenant or agreement contained in this Agreement, in the Indenture, in each of the Security Agreements, as applicable, or any constituent Securities, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer, attorney-in-fact or director, as such, of any Issuer or of any successor corporation, either directly or through any Issuer or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Units by the Holders thereof and as part of the consideration for the issue thereof, provided that nothing in this Section shall impair the obligations, covenants and agreements of the Issuers contained in this Agreement and in any constituent Securities constituting a part of the Units.

8.3

Compliance Certificates and Opinions

Except as otherwise expressly provided by this Agreement, upon any application or request by the Issuers to the Agent to take any action under any provision of this Agreement, the Issuers, as applicable, shall furnish

to the Agent an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(a)

a statement that each individual signing such certificate or opinion has reached such covenant or condition and the definitions herein relating thereto;

(b)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)

a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)

a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

8.4

Form of Documents Delivered to Agent

Any certificate, statement or opinion of an officer or counsel of or for the Issuers may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the matters upon which his certificate, statement or opinion is based are erroneous. Any such certificate, statement or opinion may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an officer or officers of the Issuers, as applicable, stating that the information with respect to such factual matters is in the possession of the Issuers, unless information with respect to such matters are such that the counsel knows, or in the exercise of reasonable care should know, that the certificate, statement, opinion or representations are erroneous.

8.5

Maintenance of Office or Agency

So long as Units are authorized for issuance pursuant to this Agreement or are outstanding hereunder, the Issuers will maintain in the Borough of Manhattan, The City of New York, an office or agency where Units may be presented or surrendered for delivery, where Units may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuers in respect of Units and this Agreement may be served. The Issuers hereby initially designates the Agent as its office or in the Borough of Manhattan, The City of New York, for each of said purposes. The Issuers will give prompt written notice to the Agent of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail

to maintain any such required office or agency or shall fail to furnish the Agent with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Agent, and the Issuers hereby appoint the Agent as its agent to receive all such presentations, surrenders, notices and demands.

The Issuers may also from time to time designate one or more other offices or agencies where Units may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of its obligations to maintain offices or agencies provided for in this Section. The Issuers will give prompt written notice to the Agent of any such designation or rescission and of any change in the location of any such other office or agency.

8.6

Acts of Holders

(a)

Any request, demand, authorization, direction, notice, consent, waiver or other action of Holders provided or permitted by this Agreement may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are made, given, furnished or filed in writing and personally delivered or mailed, first-class postage prepaid, to

(i)

the Agent at its [Corporate Trust Office], Attention: [Corporate Trustee Administration Department], or at any other address previously furnished in writing by the Agent to the Holders and the Issuers, and

(ii)

the Issuers where expressly required, at AEGON N.V. at AEGONplein 50, PO Box 202, 2501 CE, The Hague, The Netherlands, Attention: [Corporate Secretary], or at any other address previously furnished in writing to the Agent by the Issuers.

Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the Act of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 6.1) conclusive in favor of the Agent and the Issuers, if made in the manner provided in this Section.

(b)

Any request, demand, authorization, direction, notice, consent, waiver or other action of the Holder of any Unit Certificate shall bind every future Holder of the same Unit Certificate and the Holder of every Unit Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof with respect to anything done, omitted or suffered to be done by the Agent or the Issuers in reliance thereon, whether or not notation of such action is made upon such Unit Certificate.

8.7

Notices to Holders; Waiver

The Issuers may cause notice to be given to the Holders by providing the Agent with a form of notice to be distributed (a) in the case of Definitive Units, by the Agent to the Holders by first-class mail, or (b) in the case of Global Units, by the Depositary to its participants in accordance with the custom and practices of the Depositary. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

8.8

Notices

Other than as expressly provided herein, any notice or demand authorized by this Agreement to be given or made pursuant to this Agreement shall be sufficiently given or made if sent by mail, first-class (registered or certified, return receipt requested) and postage prepaid, addressed to the appropriate Person as follows:

AEGON N.V.

AEGONplein 50

PO Box 202

2501 CE

The Hague

The Netherlands

Attention: [ ]

AEGON Funding Corp.

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

AEGON Funding Corp. II

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Attention: [ ]

[ ]

Attention: [ ]

Any party may change the information above by giving notice in one of the manners provided in this Section.

8.9

Effect of Headings and Table of Contents

The Section headings herein and the table of contents are for convenience only and shall not affect the construction hereof.

8.10

Successors and Assigns

All covenants and agreements in this Agreement by the Issuers, the Agent and each of the Security Agents, as applicable, shall bind the respective successors and assigns, whether so expressed or not.

8.11

Separability Section

In case any provision in this Agreement or in the Units, Unit Certificates or constituent Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

8.12

Benefits of Agreement

Nothing in this Agreement, the Units and the constituent Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be bound by all of the terms and conditions hereof and of the Units and the constituent Securities evidenced by the Units, by their acceptance of delivery of such Units.

8.13

Governing Law

This Agreement, the Units and the constituent Securities shall be governed and construed in accordance with the laws of the State of New York.

8.14

Counterparts

This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.15

Inspection of Agreement

A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office of the Agent for inspection by any Holder.

SIGNATORIES

IN WITNESS WHEREOF, the Issuers, the Agent and each of the Security Agents have duly executed this Agreement as of the day and year first above set forth.

AEGON N.V.

By:

		Name: Title:

AEGON F UNDING C ORP .

By:

		Name: Title:

AEGON F UNDING C ORP . II

By:

		Name: Title:

[ ]

By:

		Name: Title:

SCHEDULE 1

FORM OF UNIT CERTIFICATE

FACE

[IF THE UNIT CERTIFICATE IS TO BE A GLOBAL UNIT CERTIFICATE, INSERT PARAGRAPH – This Unit Certificate is a Global Unit Certificate within the meaning of the Unit Agreement hereinafter referred to and is registered in the name of The Depository Trust Company (the Depositary ) or a nominee of the Depositary. Unless and until it is exchanged in whole or in part for Units in definitive registered form, this Unit Certificate may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this Unit Certificate is presented by an authorized representative of the Depositary [(55 Water Street, New York)] to AEGON N.V. or its agent for registration of transfer, exchange or payment, and any Unit issued is registered in the name of [Cede & Co.] or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to [Cede & Co.] or such other entity as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, [Cede & Co.], has an interest herein.

UNIT CERTIFICATE

(issuable in integral multiples of Units)

Evidencing the Ownership of and Rights of the Holder Under the Units Specified Below.

		CUSIP No.

Certificate No.

Number of Units

This Unit Certificate certifies that (the Holder ), or registered assigns, is the registered owner of Units.

Each Unit represents ownership by the Holder of [specify Securities constituting parts of the Unit].

[Designated Unit Register]

[Other Terms of Units:]

[INSERT NOTE, GUARANTEE, PURCHASE CONTRACT AND WARRANT CERTIFICATES, AS APPLICABLE]

[IF UNIT CERTIFICATE IS A GLOBAL UNIT CERTIFICATE, INSERT THIS SCHEDULE]

SCHEDULE A

GLOBAL

UNIT CERTIFICATE

SCHEDULE OF EXCHANGES

The initial number of Units represented by this Global Unit Certificate is . In accordance with the Unit Agreement pursuant to which this Global Unit Certificate has been issued, the following reductions of the number of Units represented by this Global Unit Certificate have occurred:

Date of Reduction	Number Reduced by Separation of the Component Parts of this Unit	Number Reduced by Exercise of Warrants	Number Reduced by Settlement of Purchase Contracts	Number of Units Outstanding Following any such Reduction	Notation Made by or on Behalf of Paying Agent

[IF UNIT IS A DEFINITIVE UNIT, INSERT THIS SCHEDULE]

SCHEDULE B

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the Unit(s) represented by this Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Unit Certificate on the books of the Issuers. The agent may substitute another to act for him or her.

Date:

Signature(s):

(Sign exactly as your name appears on the other side of this Unit Certificate)

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.]

EXHIBIT 8.1

ALLEN & OVERY	1221 Avenue of the Americas New York, NY 10020
	Telephone:	(212) 610 6300
	Fax:	(212) 610 6399

	www.allenovery.com

Our Ref: NY:101306.2

September 23, 2003

AEGON N.V.

AEGONplein 50

PO Box 202

2501 CE The Hague

The Netherlands

AEGON Funding Corp.

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

AEGON Funding Corp. II

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

Re:		AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II
		Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as United States tax counsel to AEGON N.V. ( AEGON ), AEGON Funding Corp. ( AFC ) and AEGON Funding Corp. II ( AFC II ) (each an Issuer and, collectively, the Issuers ), in connection with the preparation of the registration statement on Form F-3 (the Registration Statement ) to be filed with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended (the Act ), on September 23, 2003, of which the prospectus (the Prospectus ) forms a part. The Registration Statement and Prospectus relates to the registration under the Act of an aggregate amount of $5,000,000,000 of the following securities (the Securities ):

(i)

common shares, par value 0.12 euro per share, of AEGON;

(ii)

debt securities of AEGON, AFC or AFC II, which, if issued by AFC or AFC II, will be guaranteed by AEGON;

(iii)

guarantees of AEGON, AFC or AFC II;

(iv)

warrants of AEGON, AFC or AFC II;

(v)

purchase contracts of AEGON, AFC or AFC II; and

(vi)

units of AEGON, AFC or AFC II.

The firm is a multinational partnership, including Members of the Bar of the State of New York, Solicitors of the Supreme Court of England

and Wales, Members of the Bar of the Netherlands and Foreign Legal Consultants in the State of New York. A list of names of the partners

and their professional qualifications is open to inspection at the above office.

AMSTERDAM ANTWERP BANGKOK BEIJING BRATISLAVA BRUSSELS BUDAPEST DUBAI FRANKFURT HAMBURG HONG KONG LONDON

LUXEMBOURG MADRID MILAN MOSCOW NEW YORK PARIS PRAGUE ROME SHANGHAI SINGAPORE TIRANA TOKYO TURIN WARSAW

ALLEN & OVERY

To:		September 23, 2003

Page: 2

As United States tax counsel, we have advised the Issuers with respect to certain general United States tax consequences of the proposed issuance of the Securities. This advice is summarized under the headings “ Taxation in the United States ” and “ U.S. Federal Tax Consequences to U.S. Holders ” (collectively, the Discussions ) in the Prospectus which is part of the Registration Statement. We hereby confirm that the statements set forth in the Discussions represent our opinions as to the matters of law covered by them, subject to the qualifications stated therein.

We hereby consent to 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 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

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption ‘Experts’ in this Pre-Effective Amendment No 2 to the Registration Statement (Form F-3) and related Prospectus of AEGON N.V. for the registration of its common shares, senior or subordinated debt securities, including debt securities convertible or exchangeable into its common shares, guarantees, warrants, purchase contracts and units for sale with a total initial offering price of up to US $5,000,000,000 and to the incorporation by reference therein of our report dated March 5, 2003, with respect to the consolidated financial statements and schedules of AEGON N.V. included in its Annual Report (Form 20-F) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

The Hague, September 23, 2003

/ S / E RNST & Y OUNG A CCOUNTANTS