Form S-8

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOHvDLewiW+X59IU3JdJwp58RcNgZQTEoygeF2L8kLnkJ8YmZpMBN211/ENc2Bl7 A13D3raidZzZDmSyJ96JAg== 0001193125-08-142409.txt : 20080627 0001193125-08-142409.hdr.sgml : 20080627 20080627125034 ACCESSION NUMBER: 0001193125-08-142409 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 EFFECTIVENESS DATE: 20080627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEGON NV CENTRAL INDEX KEY: 0000769218 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-151984 FILM NUMBER: 08921711 BUSINESS ADDRESS: STREET 1: AEGONPLEIN 50 STREET 2: PO BOX 85 CITY: THE HAGUE STATE: P7 ZIP: 2501 CB BUSINESS PHONE: 011-31-70-344-7308 MAIL ADDRESS: STREET 1: AEGONPLEIN 50 STREET 2: PO BOX 85 CITY: THE HAGUE STATE: P7 ZIP: 2501 CB S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on June 27, 2008

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AEGON N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

AEGONplein 50

PO BOX 85

2501 CB The Hague

The Netherlands

(Address of principal executive offices)

AEGON USA COMPANIES EMPLOYEE STOCK OPTION PLAN - 2008

(Full title of the plan)

Craig D. Vermie

AEGON USA, Inc.

4333 Edgewood Road N.E.

Cedar Rapids, Iowa 52499

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (319) 355-8511

Copy to:

A. Peter Harwich

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 610-6471

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Shares (€ 0.12 nominal value per share)	3,240,900	$	13.90	$	45,048,510	$	1,770.41

(1)	Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933 solely for the purpose of computing the registration fee, based on the closing price of a common share on the Euronext Amsterdam Stock Market N.V. on March 10, 2008 of € 8.93 and converted from Euros to United States dollars using the exchange rate in effect on June 25, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with or furnished to the Securities and Exchange Commission (the “Commission”) by AEGON N.V. (the “Registrant”) pursuant to the Securities and Exchange Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference herein and shall be deemed to be part hereof:

(1) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the Commission on March 28, 2008, which updates the description of the Registrant’s common shares, par value € 0.12 per share (“Common Stock”) contained in the Registrant’s Form 8-A (File No. 1-10882) filed with the Commission on October 4, 1991;

(2) All other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2007, including any reports on Form 6-K; and

(3) The description of the Registrant’s share capital and articles of incorporation contained in the Registrant’s prospectus filed pursuant to Rule 424(b) on September 12, 2007 as part of the Registrant’s registration statement on Form F-3 (File No. 333-106497) filed with the Commission on June 25, 2003, and any document filed which updates that description.

All documents filed with or furnished to the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including any Annual Report on Form 20-F and reports on Form 6-K, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed or furnished, as applicable.

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

Item 4.

DESCRIPTION OF SECURITIES

Not applicable.

Item 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant has agreed to indemnify each member of its Executive Board and its Supervisory Board and each officer of the Registrant if, in the course of carrying out his duties, such person incurs personal liability under civil law for the financial consequences thereof, subject to the Registrant’s reservation of its rights to recover payment made under the indemnity from each such person to the fullest extent permitted by applicable laws. The Registrant maintains an insurance policy with a third party insurer insuring officers and directors against the foregoing liability.

Item 7.

EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8.

EXHIBITS


4.01		Form of the AEGON USA Companies Employee Stock Option Plan — 2008.

4.02		Specimen Share Certificate. (Incorporated herein by reference to the Registrant’s Form 8-A (File No. 1-10882) filed on October 4, 1991).*

5.01		Opinion of Erik Lagendijk; General Counsel for the Company, regarding the legality of the Common Shares.

23.01		Consent of Ernst & Young Accountants, Independent Registered Public Accounting Firm.

23.02		Consent of Erik Lagendijk (included in Exhibit 5.01).

24.01		Power of attorney (included on the signature page of this registration statement).

*	Incorporated by reference.

Item 9.

UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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

(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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Hague, The Netherlands, on June 27, 2008.


AEGON N.V.

By:		/s/ A. R. WYNAENDTS
		A. R. Wynaendts Chief Executive Officer and Chairman of the Executive Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. R. Wynaendts and Craig D. Vermie, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed for the AEGON USA Companies Employee Stock Option Plan – 2008 by the following persons in the capacities indicated on June 27, 2008.


SIGNATURE				TITLE

/s/ A. R. Wynaendts				Chairman of the Executive Board
A. R. Wynaendts				(Chief Executive Officer)

/s/ J. B. M Streppel				Executive Board Member
J. B. M. Streppel				(Principal Financial and Accounting Officer)

/s/ D. G. Eustace				Chairman and President of the Supervisory Board of Directors
D. G. Eustace

/s/ I. W. Bailey, II
I. W. Bailey, II				Supervisory Board Member


/s/ A. Burgmans
A. Burgmans				Supervisory Board Member

/s/ R. Dahan
R. Dahan				Supervisory Board Member

/s/ C. Kempler
C. Kempler				Supervisory Board Member

/s/ S. Levy
S. Levy				Supervisory Board Member

/s/ K. M. H. Peijs
K. M. H. Peijs				Supervisory Board Member

/s/ R. J. Routs
R. J. Routs				Supervisory Board Member

/s/ W. F. C. Stevens
W. F. C. Stevens				Supervisory Board Member

/s/ K. J. Storm
K. J. Storm				Supervisory Board Member

/s/ L. M. van Wijk
L. M. van Wijk				Supervisory Board Member

/s/ D. P. M. Verbeek
D. P. M. Verbeek				Supervisory Board Member

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on June 27, 2008 by the undersigned as the duly authorized representative of AEGON N.V. in the United States.

/s/ Craig D. Vermie

Craig D. Vermie

Cedar Rapids, Iowa

INDEX TO EXHIBITS


Exhibit Number	Exhibit	Sequentially Numbered Page
4.01	Form of the AEGON USA Companies Employee Stock Option Plan — 2008.	8

4.02	Specimen Share Certificate. (Incorporated herein by reference to the Registrant’s Form 8-A (File No. 1-10882) filed on October 4, 1991).	* Incorporated by reference

5.01	Opinion of Erik Lagendijk; General Counsel for the Company, regarding the legality of the Common Shares.	15

23.01	Consent of Ernst & Young Accountants, Independent Registered Public Accounting Firm.	16

23.02	Consent of Erik Lagendijk (included in Exhibit 5.01).	15

24.01	Power of attorney (included on the signature page of this registration statement).	4

EX-4.01 2 dex401.htm EXHIBIT 4.01 Exhibit 4.01

EXHIBIT 4.01

AEGON USA COMPANIES

EMPLOYEE STOCK OPTION PLAN 2008

TERMS AND CONDITIONS

1.	DEFINITIONS

In this Option Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings:

(a)

“Option Plan” or “Plan”: this AEGON USA Companies Employee Stock Option Plan 2008;

(b)

“Option” or “Options”: the right to acquire Shares at the Exercise Price per Share;

(c)

“Shares” or “Share”: common shares of AEGON of New York registry having a par value of EUR 0.12 per share;

(d)

“Reference Date”: March 10, 2008, the date on which the Option is granted;

(e)

“Exercise Price”: the official closing price of the Shares on the Reference Date on the Euronext Amsterdam Stock Market N.V.;

(f)

“AEGON”: AEGON N.V.;

(g)

“AEGON USA Companies” or “Company:” Those U.S. affiliates of AEGON as of March 10, 2008, or prior thereto and as set forth in Schedule A;

(h)

“Eligibility Date”: shall mean March 10, 2008;

(i)

“Participant”: those eligible employees as set forth in these Terms and Conditions of the Plan; and

(j)

“Vesting Date”: for the purposes of this Plan, shall mean that date on which Options granted hereunder, subject to a “vesting period,” have become fully vested with the Participant (March 10, 2011).

2.	ELIGIBILITY

Those persons eligible for participation in the Option Plan shall be only those employees of an AEGON USA Company as set forth on Schedule A (including international employees working with an AEGON USA Company who have United States source income) who will have been employed on a 12-month continuous full-time or regular, part-time basis of at least 20 hours per week as of, and still employed, on the Eligibility Date (hereinafter referred to as the “Eligible Employee”). No bridging of service shall apply.

3.	PARTICIPATION

3.1

Each Eligible Employee shall automatically become a Participant in the Plan and have an Option for 300 Shares.

3.2

Eligible Employees will receive notice that they are Participants in the Plan.

4.	OPTION RIGHTS

4.1

Beginning on the Reference Date, each Eligible Employee shall receive his or her applicable Option grant. All Options granted pursuant to the Plan are subject to a three-year “vesting period” after the Reference Date. All Options granted pursuant to the Plan shall vest fully on the Vesting Date.

4.2

The Option shall be exercisable only as directed by the Company.

4.3

The Option has a maximum duration of seven years from the Reference Date and shall expire at the close of business March 10, 2015 (“Expiration Date”). The Participant must properly submit a request to exercise the Option by 3:00 p.m., Central time on March 09, 2015.

5.	EXERCISE

5.1

An Option granted to a Participant under Section 4.1 may be exercised only as directed by the Company on or after the Vesting Date and only on trading days of the applicable stock exchange, subject to the provisions of Sections 7 and 8 hereof. The Participant must be continuously employed by an AEGON USA Company or an affiliate until the Vesting Date in order to exercise any rights, including the right to exercise any Options, under this Plan.

5.2

Each Participant must provide the Company or its designee appropriate notice that the Participant wishes to exercise his or her Option under procedures established by the Company.

5.3

The Option shall be exercisable only in whole but not in part and shall be conducted only by purchasing the Shares in accordance with the directions established by the Company. The Participant may elect to immediately sell the Shares received after the exercise of the Option and receive the proceeds, if any.

5.4

If the Participant elects to receive cash proceeds, the Company or its designee shall sell the Shares for the risk of the Participant. An AEGON USA Company shall pay to the Participant the proceeds from the sale reduced by the costs of the sale, including applicable taxes, fees and other costs, if any.

5.5

If the Participant elects to have the Shares transferred to the Participant, the Company shall arrange for the Shares to be transferred to the Participant upon receipt of the amount due in U.S. Dollars (the Exercise Price multiplied by the number of Shares received upon exercise of the Option and divided by the exchange rate as stated in Section 5.7 plus applicable taxes, fees and other costs, if any) on the account of the Participant.

5.6

The Exercise Price shall be converted into U.S. Dollars at the official exchange rate for Euro/U.S. Dollars at the end of the day before the date of exercise.

5.7

Any difference in price, either resulting from the price on New York Stock Exchange or from the currency rate of exchange, a non-sale, as well as an overdue sale of the Shares are for the account and risk of the Participant. The proper and timely notice of exercise also is for the account and risk of the Participant.

5.8

Any amounts received or retained by any of the AEGON USA Companies for taxes and other costs, if any, in accordance with United States law, are for the account and risk of the Participant.

5.9

If AEGON alters its share capital, AEGON may adjust the Exercise Price or the number of Options subject to grant and shall inform the Company accordingly. AEGON, in its sole discretion, shall determine whether it has altered its share capital.

5.10

AEGON, in its sole discretion, may amend the process of exercising Options under the Plan.

6.	SALES AND CHANGE OF CONTROL

6.1

Change of Control shall mean the consummation of a reorganization, merger or consolidation or sale or other disposition of more than 50 percent of the assets of AEGON’s United States operations to an entity that is not affiliated with AEGON.

6.2

In the event of a Change of Control, all Options shall immediately and without any action by any person become fully exercisable for a period of two months from the date of the Change of Control pursuant to the terms and conditions of this Plan.

6.3

In the event of any divestiture, sale or other disposition of an operating division or business unit (other than a transaction specified in Section 6.1 of the Plan) prior to the Vesting Date, any employee of any division or business subject to such divestiture, sale or other disposition (each, a “Transferred Employee”) shall be treated for all purposes of this Plan as having terminated employment with the AEGON USA Company as of the date of such divestiture, sale or disposition, and all Options held by any Transferred Employee shall automatically terminate, forfeit and expire as of the date of such divestiture, sale or disposition.

7.	FORBIDDEN EXERCISE/BLACKOUT PERIODS

7.1

Except as provided in Section 7.6 or 7.7, neither the exercise of the Option nor the sale of any Shares as part of the exercise of the Options is permitted during any Blackout Period or at any other time when the Participant has “Insider Knowledge.” Under no circumstances shall the Participant exercise the Option or sell any Shares to the extent such action would violate applicable law.

7.2

For purposes of the Plan, “Insider Knowledge” means knowledge of information concerning AEGON or the AEGON N.V. common shares, of which the Participant is in possession that is material and non-public including, without limitation, information that may influence the price of the AEGON N.V. common shares, in either direction, on any stock exchange.

7.3

Without limiting the generality of an AEGON USA Company’s policies with regard to share dealing and treatment of confidential information or other legal obligations applicable to a Participant, each Participant is expressly prohibited from communicating any “Insider Knowledge” to any third party, unless he or she does so to comply with a statutory or legal obligation after consultation with counsel or in the performance of and expressly in furtherance of his or her job responsibilities to the AEGON USA Company. Under no circumstances shall the Participant purchase or sell any AEGON securities, including without limitation Shares or solicit or induce a third party to purchase, sell, or not to trade any such securities based on Insider Information or otherwise in a manner prohibited by applicable law.

7.4

The exercise of any Options is not allowed during the following periods:

(a)

two calendar months immediately preceding the release of the annual earnings of AEGON;

(b)

twenty-one days immediately preceding the publication of the six-months results and the quarterly results or the announcement of any dividend or interim dividend, as well as on the trading day(s) after the announcement of AEGON’s (interim) dividend on which the AEGON share is not yet quoted ex-dividend;

(c)

one month immediately preceding the first publication of a prospectus for an issue of AEGON N.V. common shares. Each period referred to in this Section 7.4 (a), (b) and (c) is, individually and collectively referred to as a “Blackout Period.”

7.5

AEGON shall publish and distribute notices of the Blackout Periods set forth in Sections 7.4(a), (b) and (c) to all Participants in any reasonable manner, including electronically.

7.6

If a Participant would forfeit his or her Option because it would expire during a Blackout Period or at a time when the Participant has Insider Knowledge, the Participant may in that circumstance exercise the Option during one of the last five working days prior to the expiration of the Option; provided however that such Participant may not thereafter sell the Shares so acquired until such time as a Blackout Period is no longer in effect and such Participant no longer has any Insider Knowledge. In order to exercise this right, a Participant must provide a written exercise request under procedures established by the Company which request indicates that the Option is to be exercised but the Shares underlying the Option are not to be sold by or on behalf of the Participant and which request indicates which day of the five working days before expiration of the Option on which the Participant wishes to exercise the Option. Each of the five working days prior to expiration must be a business day on which the applicable stock exchange is open for business. If the Participant does not explicitly state which day of the five working days prior to expiration the Participant wishes to exercise the Option, the Company will exercise the Option on the last day the Option can be legally exercised. Any request by the Participant in accordance with this Section 7.6 is irrevocable once made.

7.7

If at a time that is neither a Blackout Period nor a time when a Participant is then in possession of Insider Knowledge, a Participant provides a written exercise form to exercise his or her Option under procedures established by the Company not less than two months or more than three months in advance of the expiration date of the Options, and such election is scheduled in such notice to take place on a date that is during a Blackout Period or when such Participant is or may be in possession of Insider Knowledge, then such request may nevertheless be granted, the Option exercised on the date specified in such request and, if the request so indicates, Shares received upon such exercise sold in the market with the proceeds delivered to such Participant. The Participant shall not be permitted to exercise any discretion over how, when or whether to effect such sale once such a written exercise request has been received, and any sale of Shares effected pursuant to such an exercise may be conducted by an independent third party that is not in possession of any Insider Knowledge.

7.8

If (i) a Participant terminates employment during a Blackout Period, (ii) the Option granted hereunder became vested on or before the Participant terminates employment, (iii) the Participant’s right to exercise any Option granted hereunder would end during the same Blackout Period and (iv) the Participant has provided to the Company a properly completed exercise form prior to the end the Blackout Period and before the Option expires, then the Plan shall exercise the Option granted hereunder on the first day after the then current Blackout Period ends. If the Participant does not provide to the Company a properly completed exercise form prior to the end of the Blackout Period, then the Participant shall forfeit his/her Options.

8.	FURTHER CONDITIONS

8.1

Except as specifically provided herein, the Option is strictly personal and the Participant cannot transfer in any way or in any other manner the passing of title.

8.2

The Participant cannot pledge, assign or encumber the Option in any way.

8.3

Any attempt to pledge, transfer, or encumber the Option in any manner in contravention of Sections 8.1 and 8.2 of the Plan shall be null and void and will result in the Participant’s forfeiture of the Option.

8.4

A Participant may not “hedge,” or otherwise sell or purchase options on AEGON securities, whether or not marketable, in connection with the Options granted under this Plan.

8.5

In the event a Participant’s employment with an AEGON USA Company terminates prior to the Vesting Date, the Participant shall forfeit any and all rights to any Options granted under this Plan.

8.6

In the event a Participant’s employment with the AEGON USA Companies terminates for any reason (except for retirement, total and permanent disability, or death) on or after the Vesting Date, the Participant shall have a period of sixty (60) days from the date of termination, or the Expiration Date, whichever is earlier, in which to exercise his or her Options granted under this Plan. In the event that the Options are not exercised within this 60-day period, all such Options granted to such Participant shall terminate automatically, and the Participant shall forfeit any and all rights to any Options granted under this Plan.

8.7

In the event a Participant’s employment with the AEGON USA Companies terminates due only to retirement or death on or after the Vesting Date, the Participant (or his or her legal representative, as applicable) shall be required to exercise his or her Options within one (1) year following the date the Participant terminates employment, or the Expiration Date, whichever is earlier. The heirs or appointed personal representatives of the deceased Participant shall acknowledge and agree that they are subject to the terms and conditions of this Plan and shall duly complete any required documentation that is reasonably required in order to exercise any Options under this Plan. In the case of death of the Participant, the heirs or appointed personal representative(s) must exercise all Options granted under the Plan at the same time.

8.8

In the event a Participant terminates employment with the AEGON USA Companies due to total and permanent disability (as defined in the AEGON USA, Inc. Long Term Disability Plan), the following rules shall apply: If a Participant receives 26 weeks of continuous short term disability under the AEGON USA, Inc. Short-Term Disability Program, the Participant shall have 60 days after the date short term disability benefits end to exercise his/her Options under the Plan. If the Participant does not exercise his/her Options under the Plan, and the Participant does not qualify for benefits under the AEGON USA, Inc. Long Term Disability Plan, then the Participant shall no longer have a right to exercise his/her Options under the Plan. If the Participant exercised his/her Options under the Plan during the aforesaid 60-day period and the Participant subsequently receives benefits under the AEGON USA, Inc. Long Term Disability Plan, the Participant will have no further rights to exercise Options under the Plan. If the Participant in the Plan receives benefits under the AEGON USA, Inc. Long Term Disability Plan and has not exercised his/her Options under the Plan, then the Participant shall have 60 days from the date of termination of employment to exercise his/her Options under the Plan provided; however in no event, shall the Participant be able to exercise his/her Options after the period specified in Section 4.3. The exercise or non-exercise of Options pursuant to this paragraph 8.8 is solely at the risk of the Participant.

8.9

Those Options of any Participant that the Participant does not exercise shall lapse and become null and void, without any right to compensation, at the close of AEGON business on the Expiration Date, or such earlier period as set forth in the Plan.

8.10

Neither AEGON nor any AEGON USA Company shall have any duty or obligation to inform the Participant of the possible forfeiture of the Option, nor the actual termination of the Option. In addition, neither AEGON nor any AEGON USA Company shall be liable under any theory of recovery for a Participant’s failure to exercise his or her Option during the term of the Option as described herein.

8.11

Subject to 8.15, AEGON, in its sole discretion, has and retains the absolute authority to amend or terminate the Plan and other rules of this Plan any time, with or without notice to the Participants, if made necessary due to changes in the laws of The Netherlands or of the United States of America.

8.12

This Option Plan is governed by Dutch Civil Law.

8.13

AEGON or its designee, including a committee established by the Company, shall have full and absolute authority and discretion to make a final determination with regard to any conflict or issues regarding the interpretation or application of the terms of this Plan.

8.14

While the Plan shall be legally enforceable, it shall not be deemed to constitute a contract of employment between Participants and AEGON or any AEGON USA Company or their affiliates or to be a consideration or inducement for the employment of any Participant or eligible employee. Nothing contained in the Plan shall be deemed to give any Participant or eligible employee the right to be retained in the service of either AEGON, or any AEGON USA Company, nor to interfere with the right of AEGON or any AEGON USA Company to discharge any Participant or Eligible Employee at any time regardless of the effect which such discharge may have upon him or her as a Participant in the Plan.

8.15

AEGON or its designee retains the right to amend either this Plan or any Option awarded under the Plan either retroactively or prospectively if any aspects or provisions of this Plan are later found to subject Plan benefits to additional tax under the provisions of Section 409A of the Internal Revenue Code.

SCHEDULE A

AEGON Direct Marketing Services, Inc.

AEGON USA Realty Advisors, Inc.

Clark Consulting, Inc.

Monumental Life Insurance Company

Premier Solutions Group, Inc.

Stonebridge Life Insurance Company

Transamerica Capital, Inc.

Transamerica Financial Life Insurance Company

Transamerica Investment Services, Inc. (excluding employees who are Members of Transamerica Investment Management, LLC)

Transamerica Life Insurance Company

Western Reserve Life Assurance Co. of Ohio

World Financial Group, Inc.

EX-5.01 3 dex501.htm EXHIBIT 5.01 Exhibit 5.01

EXHIBIT 5.01

OPINION OF GENERAL COUNSEL OF AEGON N.V.

I am the General Counsel for AEGON N.V. (the “Company”). I am rendering this opinion in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 3,240,900 shares of the Company’s common shares, par value 0.12 euros per share (the “AEGON Common Shares”) deliverable in accordance with the AEGON USA Companies Employee Stock Option Plan - 2008 (the “Plan”) as referred to in such Registration Statement.

I have not investigated the laws of any jurisdiction but The Netherlands, and do not express an opinion on the laws of any jurisdiction but The Netherlands.

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion.

Upon the basis of the foregoing, I am of the opinion that the AEGON Common Shares deliverable in accordance with the Plan are duly authorized and when so delivered will be legally issued and fully paid.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

/s/ Erik Lagendijk

Erik Lagendijk

The Hague, June 27, 2008

EX-23.01 4 dex2301.htm EXHIBIT 23.01 Exhibit 23.01

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the AEGON USA Companies Employee Stock Option Plan - 2008 for the registration of 3,240,900 Common Shares, of our reports dated March 25, 2008, with respect to the consolidated financial statements and schedules of AEGON, N.V., and the effectiveness of internal control over financial reporting of AEGON N.V., included in its Annual Report (Form 20-F) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG ACCOUNTANTS

The Hague, The Netherlands

June 27, 2008

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