6-K

Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d/16

of the Securities Exchange Act of 1934

April 11, 2018

Aegon N.V.

Aegonplein 50

2591 TV THE HAGUE

The Netherlands

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN

THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220276) OF AEGON N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit Number	Description
1.1	Underwriting Agreement, dated April 4, 2018 among AEGON N.V. and the underwriters named therein.
4.1	Ninth Supplemental Indenture, dated as of April 11, 2018, among AEGON N.V., The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A.
4.2	Form of 5.500% Fixed to Floating Rate Subordinated Note (included in Exhibit 4.1)
5.1	Opinion of Latham & Watkins LLP
5.2	Opinion of Allen & Overy LLP, Amsterdam, The Netherlands
8.1	Tax Opinion of Latham & Watkins LLP
8.2	Tax Opinion of Allen & Overy LLP, Amsterdam, The Netherlands

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Aegon N.V.
		(Registrant)
Date: April 11, 2018	By:	/s/ J.O. van Klinken
		J.O. van Klinken
		Executive Vice President and
		General Counsel

EX-1.1

Exhibit 1.1

EXECUTION VERSION

US$800,000,000

AEGON N.V.

5.500% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2048

UNDERWRITING AGREEMENT

dated April 4, 2018

April 4, 2018

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY 10036

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

Ladies and Gentlemen:

AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands and having its statutory seat at The Hague, The Netherlands (the “Company”), proposes to issue and sell to you (the “Underwriters”) the aggregate principal amount of its securities identified in Schedule I hereto, (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of October 11, 2001 among the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to Citibank, N.A. under the Agreement of Resignation, Appointment and Acceptance dated as of August 21, 2007 by and among the Company, AEGON Funding Company LLC, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A., the “Trustee”), as supplemented and modified to the date hereof, and as shall be further supplemented and modified by a ninth supplemental indenture to be dated as of the Closing Date as defined hereinafter (the “Ninth Supplemental Indenture” and collectively, with the Base Indenture as supplemented to the date hereof, the “Indenture”).

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The Company has filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3 (No. 333-220276) covering the registration of various types of securities under the United States Securities Act of 1933, as amended (the “Securities Act”), including the Securities, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Prospectus Supplement”) specifically relating to the Securities pursuant to Rule 424 under the Securities Act. The term “Registration Statement” means the registration statement, including the exhibits thereto, as amended to the date of this Agreement and includes any prospectus supplement that is filed with the Commission and deemed by virtue of Rule 430B to be part of the Registration Statement. The term “Base Prospectus” means the prospectus dated August 31, 2017 included in the Registration Statement. The term “Prospectus” means the Base Prospectus together with the Prospectus Supplement in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act). The term “preliminary prospectus” means a preliminary prospectus supplement specifically relating to the Securities, together with the Base Prospectus. The preliminary prospectus, the Time of Sale Prospectus (as defined below) and the Prospectus will be used in connection with the offering and sale of the Securities.

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

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

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

“Time of Sale” means 2:26 pm (New York time) on April 4, 2018.

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

As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus”, “preliminary prospectus” and the “Time of Sale Prospectus” shall include, in each case, the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein shall include all documents deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus, the preliminary prospectus and the Time of Sale Prospectus that are filed subsequent to the date of the Base Prospectus by the Company with the Commission pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) but, with respect to the Time of Sale Prospectus, shall not include any incorporated documents filed after the Time of Sale.

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

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

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

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

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

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

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

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

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

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(h) At the Closing Date (as defined below), the Securities will 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 by the Company and, at the Closing Date, as defined hereinafter, will have been executed and delivered by the Company and duly qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will, at the Closing Date, be a valid and legally binding instrument of the Company enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights.

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

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

(k) There are (i) no legal or governmental, administrative or other proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that (A) except as disclosed in the Time of Sale Prospectus, would have a Material

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Adverse Effect or in any manner question the validity of this Agreement, the Indenture or the Securities or the ability of the Company to perform its obligations thereunder or (B) are required to be described in the Registration Statement or the Time of Sale Prospectus and are not so described and (ii) no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Time of Sale Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

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

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

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

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

(p) There exists no event or circumstance which is or may (with the passing of time, the giving of notice, the making of any determination, or any combination thereof) constitute, if any Securities were then in issue, the Company’s winding up (vereffening na ontbinding), bankruptcy (faillissement) or emergency regulations being applied to the Company (noodregeling) if that constitutes a liquidation.

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(q) None of the Company’s borrowing, investment and lending activities, whether or not related to any Securities, nor any of its other commercial or financial activities, bring it within the definition of a “bank” as defined in section 1.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht, as amended and restated from time to time, the “Wft”) or, to the extent that the Company does fall within such definition, that it has the benefit of a general exemption under the Wft or an appropriate individual dispensation given by the Dutch Central Bank (De Nederlandsche Bank N.V.) in accordance with the Wft.

(r) Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of any of the Company, or any of its Subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law or regulation enacted in any jurisdiction including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010 (together, the “Anti-Bribery and Corruption Laws”); or made, offered or promised to make, or authorized the payment or giving of any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable law or regulation.

(s) To the best of the Company’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Company or its Subsidiaries or any of its directors, officers, employees, associated parties or persons acting on their behalf in relation to a breach of the Anti-Bribery and Corruption Laws.

(t) The Company and its Subsidiaries have instituted and will maintain and enforce policies and procedures designed to ensure compliance with the Anti-Bribery and Corruption Laws;

(u) The Company will not directly or indirectly use, lend or contribute the proceeds raised under this Agreement and the Indenture for any purpose that would breach the Anti-Bribery and Corruption Laws;

(v) Neither the Company nor, to the best of its knowledge, any of its Subsidiaries nor, to the best of its knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries are currently (i) the subject of any economic sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury

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(“OFAC Sanctions”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)), the United Nations Security Council, the European Union, the U.K. government and any other relevant sanctions authority (collectively, the “Sanctions”) or (ii) located or operating in a country or territory that is the subject of Sanctions, and that the Company will not, directly or indirectly, use the proceeds raised in connection with the issue of the Securities or lend, contribute or otherwise make available such proceeds to any person or entity (whether or not related to the Company) for the purpose of financing the activities or business of or with any person or entity that, at the time of such financing, is the subject of any Sanctions or is organized, resident, operating or is located in a country or territory that is the subject or the target of country-wide or region-wide Sanctions that would prohibit or restrict dealings with an entity or individual organized, operating or resident in such a country or region (including without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria, each, a “Sanctioned Country”);

(w) The operations of the Company and, to the best of its knowledge, its Subsidiaries (i) are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and applicable money laundering statutes in The Netherlands and the United States of America and of the jurisdictions in which the Company and its Subsidiaries conduct its business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, “Anti-Money Laundering Laws”) and (ii) have instituted and will maintain and enforce policies and procedures designed to ensure compliance with the Anti-Money Laundering Laws; (iii) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or, to the knowledge of the Company after due and careful inquiry, any of its Subsidiaries with respect to Money Laundering Laws is pending and, to the best of the Company’s knowledge, no such actions, suits or proceedings are threatened and (iv) shall not directly or indirectly use the transaction proceeds for any purpose that would breach Anti-Money Laundering Laws.

2. Agreements to Sell and Purchase. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto, at the purchase price of 99.000% (being equal to the issue price of 100.000% less a gross spread of 1.000% representing commissions to be paid to the Underwriters) of the principal amount of the Securities plus accrued interest, if any, from April 11, 2018 if settlement occurs after that date.

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

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 am, New York time, on April 11, 2018, 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 Underwriters and the Company may agree upon in writing 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 Time of Sale and prior to the Closing Date there shall have been no material adverse change in the condition, financial or otherwise, or in the earnings, business, prospects or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

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

(c) The Underwriters shall have received on the Closing Date an opinion of Onno van Klinken, general counsel for the Company, dated the Closing Date, substantially 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 LLP, Dutch counsel for the Company, dated the Closing Date, substantially in the form attached to this Agreement as Exhibit B.

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

(f) The Underwriters shall have received on the Closing Date an opinion and a disclosure letter of Davis Polk & Wardwell London LLP, U.S. counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters.

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

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

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

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

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

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

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

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

(f) If, during such period after the first date of the offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered or made available to investors in connection with sales by an Underwriter, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the

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notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare (subject to Section 6(b) hereof), file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

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

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

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

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

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

(l) Except as otherwise expressly provided or agreed, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid the following expenses incident to the performance of its obligations under this Agreement: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the

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

7. Covenants of Underwriters.

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

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

(c) Each Underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes of this provision, (a) the expression “retail investor” means a person who is one (or more) of the following (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in Directive 2003/71/EC; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.

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

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

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

(ii) a Free Writing Prospectus as shall be agreed in writing with the Company that has not been distributed, used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Company consents in writing to such dissemination; and

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

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

8. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all losses,

14

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

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus, any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any

15

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 Underwriters, in the case of parties indemnified pursuant to Section 8(a), and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (1) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (2) does not include a statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

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

16

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.

17

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

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

If, on the Closing Date, 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 II 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

18

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. Arm’s Length Relationship; No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

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

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

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

16. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following

20

receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

[SIGNATURE PAGES FOLLOW]

21

Very truly yours,
AEGON N.V.
By:	/s/ Ed Beije
	Name: Ed Beije
	Title: Senior Vice President

[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof.

By:	J.P. Morgan Securities LLC
By:	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director
By:	Deutsche Bank Securities Inc.
By:	/s/ Jeanmarie Genirs
	Name: Jeanmarie Genirs
	Title: Managing Director/Debt Syndicate
By:	/s/ Matthew J. Siracuse
	Name: Matthew J. Siracuse
	Title: Managing Director/Debt Syndicate
By:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ Robert J. Little
	Name: Robert J. Little
	Title: Managing Director
By:	Morgan Stanley & Co. LLC
By:	/s/ Michael Lazar
	Name: Michael Lazar
	Title: Executive Director
By:	Wells Fargo Securities, LLC
By:	/s/ Todd Nelson
	Name: Todd Nelson
	Title: Director

[Signature Page to the Underwriting Agreement]

SCHEDULE II

Underwriters	Principal Amount of Securities to be Purchased
J.P. Morgan Securities LLC	$	160,000,000
Deutsche Bank Securities Inc.		160,000,000
Merrill Lynch, Pierce, Fenner & Smith                          Incorporated		160,000,000
Morgan Stanley & Co. LLC		160,000,000
Wells Fargo Securities, LLC		160,000,000
Total	$	800,000,000

SCHEDULE III

Free Writing Prospectus filed with the Commission under Rule 433

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

EX-4.1

Exhibit 4.1

EXECUTION VERSION

NINTH SUPPLEMENTAL INDENTURE

among

AEGON N.V.,

as issuer

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

as Trustee

and

CITIBANK, N.A.,

as Paying Agent and Calculation Agent

dated as of April 11, 2018

to the Indenture among

AEGON N.V.,

AEGON FUNDING COMPANY LLC,

and

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

as Trustee

dated as of October 11, 2001

$800,000,000 principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048

TABLE OF CONTENTS

Section	Page
1. Definitions		2
1.1 Definitions of Terms		2
2. General Terms and Conditions of the Subordinated Notes		8
2.1 Designation and Principal Amount		8
2.2 Maturity		8
2.3 Form, Issuance, Registration and Exchange		8
2.4 Payments		8
3. Redemption, Substitution, Variation and Purchases		13
3.1 General		13
3.2 Optional Redemption		13
3.3 Redemption for Tax Reasons		13
3.4 Redemption for Regulatory Reasons		14
3.5 Redemption for Rating Reasons		14
3.6 Substitution or Variation of the Subordinated Notes		14
3.7 Condition for Redemption or Purchase of Subordinated Notes		15
3.8 Notice of Redemption		16
3.9 Purchases		16
3.10 Cancellation		16
4. Remedies		16
4.1 Non-Payment When Due; Limitation of Remedies		16
5. Subordination		17
5.1 Agreement to Subordinate		17
5.2 Section 1402 of the Base Indenture		18
5.3 Subordination not Applicable		18
6. Covenants of the Company		18
6.1 Officers’ Certificate on Postponement		18
7. Form of Subordinated Notes		18
7.1 Form of Subordinated Notes		18
8. Original Issue of Subordinated Notes		19
8.1 Original Issue of Subordinated Notes		19
9. Winding Up		19
9.1 Winding Up		19
10. Satisfaction and Discharge		19
10.1 Satisfaction and Discharge		19
11. Taxation; Additional Amounts		19
11.1 General		19
11.2 Section 1006 of the Base Indenture		20
12. Miscellaneous		21
12.1 Issuance of Definitive Subordinated Notes		21

ii

12.2 Further Issuances	21
12.3 Ratification of Base Indenture; Ninth Supplemental Indenture Controls	22
12.4 Trustee Not Responsible for Recitals	22
12.5 Governing Law	22
12.6 Severability	22
12.7 Counterparts	22
12.8 Paying Agent	22
13. Definition of Officers’ Certificate, Company Request and Company Order Amended	23
14. Agreement and Acknowledgment with respect to the Exercise of Dutch Bail-in Power	23
15. Rights of Trustee unaffected	25
Schedule
1. Form of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048	1

iii

NINTH SUPPLEMENTAL INDENTURE

NINTH SUPPLEMENTAL INDENTURE dated as of April 11, 2018 (the Ninth Supplemental Indenture)

AMONG:

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

(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the Trustee) under the Indenture dated as of October 11, 2001 (the Base Indenture), among the Company, Aegon Funding Company LLC (Aegon Funding) and the Trustee (as successor in interest to Citibank, N.A.), as modified and supplemented by a supplemental indenture dated as of November 14, 2003, a second supplemental indenture dated as of June 1, 2005, a third supplemental indenture dated as of November 23, 2005, a fourth supplemental indenture dated as of December 12, 2005, a fifth supplemental indenture dated as of June 28, 2006, a sixth supplemental indenture dated as of September 21, 2007, a seventh supplemental indenture dated as of November 27, 2009, an eighth supplemental indenture dated as of January 31, 2012 and as shall be further supplemented by this Ninth Supplemental Indenture (this Ninth Supplemental Indenture together with the Base Indenture, the Indenture); and

(3) CITIBANK, N.A., a national banking association, which has agreed to act as Paying Agent and Calculation Agent hereunder.

WHEREAS:

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

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

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

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

(E) pursuant to the terms of the Base Indenture, the Company may issue Securities now and additional Securities of the same or different series at later dates under the Base Indenture, as established by the Company, and the Company desires to initially issue $800,000,000 aggregate principal amount of Securities, entitled the 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 (the Subordinated Notes), the form and substance of such Subordinated Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture as supplemented by this Ninth Supplemental Indenture;

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

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

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

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

1. DEFINITIONS

1.1 Definitions of Terms

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

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

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

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

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

Additional Amounts has the meaning set forth in Section 11.1.

Arrears of Interest means any Interest Payment, or part thereof, that has been deferred in accordance with Section 2.4(c) and Section 2.4(d), and has not subsequently been satisfied.

Base Redemption Price means, in respect of any date fixed for redemption of the Subordinated Notes or the Scheduled Maturity Date, the aggregate principal amount of the Subordinated Notes, together with any accrued but unpaid interest to (but excluding) such date fixed for redemption or the Scheduled Maturity Date and any Arrears of Interest.

Business Day means each Monday, Tuesday, Wednesday, Thursday or Friday, that is not a day on which banking institutions in New York and Amsterdam are authorized or obligated by law, regulation or executive order to close, on which foreign exchange markets are open for general business in New York and Amsterdam.

2

Calculation Agent means Citibank, N.A., or any other successor appointed by the Company, acting as calculation agent.

Capital Adequacy Event means that (i) in respect of Interest Payments and payments of principal, the amount of eligible ‘own funds’ (or any equivalent terminology employed by the then applicable Capital Adequacy Regulations) of the Company on a Group basis to cover the Solvency Capital Requirement or the Minimum Capital Requirement of the Company on a Group basis is, or as a result of an Interest Payment or a payment of principal would become, not sufficient to cover such Solvency Capital Requirement or Minimum Capital Requirement or (ii) (if required or applicable in order for the Subordinated Notes to qualify as regulatory capital of the Company on a Group basis under the then applicable Capital Adequacy Regulations from time to time) the Company’s Supervisory Authority has notified the Company that it has determined, in view of the financial and/or solvency condition of the Company, on a Group basis, that in accordance with the applicable Capital Adequacy Regulations at such time the Company must take specified action in relation to deferral of payments of principal and/or interest under the Subordinated Notes.

Capital Adequacy Regulations means (i) the solvency margin, capital adequacy regulations or any other regulatory capital rules, including those which set out the requirements on own funds, applicable to the Company or the Group from time to time pursuant to Dutch law and/or the laws of any other relevant jurisdiction and which set out the requirements to be satisfied by financial instruments to qualify as solvency margin or additional solvency margin or regulatory capital (or any equivalent terminology employed by the then applicable Capital Adequacy Regulations) and/or (ii) regulatory rules relating to the technical provisions and/or statutory liquidity requirements or any other capital adequacy regulations pursuant to Dutch law and/or the laws of any other relevant jurisdiction, each as applied and construed by the Company’s Supervisory Authority and applicable to the Company or the Group from time to time.

Capital Disqualification Event means that as a result of any change in the then applicable Capital Adequacy Regulations (or an official application or interpretation of those rules and regulations) on or after the issuance date of the Subordinated Notes, the Subordinated Notes cease to be capable of qualifying, in whole or in part as at least tier 2 basic own funds, on a Group basis, except where such non-qualification is only as a result of any applicable limitation on the amount of such capital.

Clearstream, Luxembourg means Clearstream Banking, S.A.

DTC means The Depository Trust Company.

Dutch Bail-in Power has the meaning set forth in Section 14.

Excluded Change means the codification in Dutch law of a “thin-capitalization” rule for insurers that is substantially similar to the policy intentions described in item N151 on page 67 of the Coalition Agreement of the (then) proposed Dutch Government (Regeerakkoord) 2017-2021 published on October 10, 2017.

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

Euroclear means Euroclear Bank SA/NV.

Final Payment Date has the meaning set forth in Section 3.7.

3

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

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

Group Insurance Undertaking means an insurance undertaking or a reinsurance undertaking of the Group.

Indebtedness means all indebtedness for money borrowed that is created, assumed, incurred or guaranteed in any manner or for which the Company is otherwise responsible or liable.

Insolvent Insurer Liquidation means a liquidation of any Group Insurance Undertaking that is not a Solvent Insurer Liquidation.

insurance undertaking means a direct life or non-life insurance undertaking that has received authorization in accordance with Article 14 of the Solvency II Directive, as implemented in the relevant EU member state.

Interest Amount means:

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

• in the event of redemption due to the Company’s optional early redemption, a Tax Event, a Capital Disqualification Event or a Rating Methodology Event or a payment on the Final Payment Date, any interest accrued in the period from (and including) the immediately preceding Interest Payment Date (or, if none, the issuance date of the Subordinated Notes) to (but excluding) the due date for such redemption, or the Final Payment Date, and, if not an Interest Payment Date, as calculated (i) in the case of the fixed interest rate, on a 30/360 day basis, but not including the date of such payment and (ii) in the case of the floating interest rate, on the basis of a 360-day year and the actual number of days elapsed in the relevant Interest Period, but not including the date of payment.

Interest Payment means (1) in respect of an Interest Payment Date, the aggregate Interest Amount for the Interest Period ending on such Interest Payment Date and (2) in respect of a payment on any other date on which an Interest Amount is payable, the aggregate Interest Amount for the relevant period.

Interest Payment Date has the meaning set forth in Section 2.4(a).

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

IRS means the U.S. Internal Revenue Service.

Junior Subordinated Indebtedness means any Subordinated Indebtedness that ranks or is expressed to rank junior to the Subordinated Notes, including but not limited to, the Company’s EUR 200,000,000 Fixed Rate Perpetual Capital Securities issued on 21 July 2006 (ISIN: NL0000168466), $500,000,000 6.50% Perpetual Capital Securities issued on 23 November 2005 (ISIN: NL0000062420), $250,000,000 Floating Rate Perpetual Capital Securities issued on 23 November 2005 (ISIN: NL0000062438), USD 1,000,000,000 6.375% Perpetual Capital Securities issued on 1 June 2005 (ISIN: NL0000021541), Euro 950,000,000 Perpetual Capital Securities issued on 15 July 2004 and 15 October 2004 (ISIN: NL0000116150) and USD 500,000,000 Perpetual Capital Securities issued on 15 July 2004 and 15 October 2004 (ISIN: NL0000116168).

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Mandatory Deferral Event means that:

(a) the Company determines that the Company is not or, on the relevant date on which an Interest Payment or a payment of principal would be made after taking into account amounts payable on that date on the Subordinated Notes, will not be Solvent; or

(b) a Capital Adequacy Event has occurred and continues to exist or an Interest Payment or a payment of principal on the relevant date would cause a Capital Adequacy Event and a deferral of Interest Payments and/or payment of principal is required under the then Applicable Capital Adequacy Regulations,

provided, however, that the occurrence of (b) above shall not constitute a Mandatory Deferral Event:

(1) in respect of Interest Payments or Arrears of Interest, if:

(i) the Company’s Supervisory Authority has exceptionally waived the deferral of such Interest Payment and/or payment of Arrears of Interest;

(ii) paying the Interest Payment and/or Arrears of Interest does not further weaken the Company’s solvency position as determined in accordance with the then applicable Capital Adequacy Regulations; and

(iii) the Minimum Capital Requirement will be complied with immediately after the Interest Payment and/or payment of Arrears of Interest is made;

(2) in respect of payments of principal, if:

(i) the Company’s Supervisory Authority has exceptionally waived the deferral of such principal payment;

(ii) the Subordinated Notes are exchanged for or converted into another tier 1 or tier 2 basic own-fund of at least the same quality; and

(iii) the Minimum Capital Requirement will be complied with immediately after the principal payment is made.

Mandatory Interest Payment Event means any of the following events:

(a) a dividend (including any distribution from reserves) was declared payable in the general meeting of the Company’s shareholders, paid or made in respect of any common shares of the Company; or

(b) the Company has repurchased or otherwise acquired any common shares in the Company’s own capital (other than shares repurchased or otherwise acquired by the Company, to the extent relevant, to reduce the Company’s capital, in the context of the Company’s own buy-back program, if any, under any equity derivative hedge structure or transaction, under any hedging of stock options program or any other compensation benefit program, if any, in connection with financial restructurings, mergers, acquisitions, split-offs, divestments or similar corporate transactions).

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Minimum Capital Requirement means, when method 1 is applied, the minimum consolidated group Solvency Capital Requirement as referred to in the second subparagraph of article 230(2) of the Solvency II Directive or, in the case a combination of method 1 and 2 is used, the minimum consolidated group Solvency Capital Requirement as referred to in article 341 of the Solvency II Delegated Regulation (or any equivalent terminology employed by the then applicable Capital Adequacy Regulations).

Policyholder Claims means claims of policyholders in a liquidation of a Group Insurance Undertaking to the extent that those claims relate to any debt to which the Group Insurance Undertaking is, or may become, liable to a policyholder pursuant to a contract of insurance.

Qualifying Securities means securities issued directly or indirectly by the Company that have terms that are not materially less favorable to an investor than the terms of the Subordinated Notes (as reasonably determined by the Company in consultation with an independent investment bank, consulting firm or comparable expert of international standing on the subject and provided that a certification to such effect of a duly authorized person of the Company, shall have been delivered to the Trustee prior to the issuance of the relevant securities or them otherwise becoming the Company’s obligations), provided that such securities (1) contain terms such that they comply with the then current requirements of the Company’s Supervisory Authority in relation to tier 2 basic own funds, (2) include terms that provide for at least the same interest rate from time to time applying to the Subordinated Notes, and (3) rank at least pari passu with the Subordinated Notes.

Rating Methodology Event shall be deemed to occur upon a change in the methodology of a Rating Agency (or in the interpretation of such methodology) as a result of which the equity content previously assigned by such Rating Agency to the Subordinated Notes is, in the Company’s reasonable opinion, materially reduced when compared to the equity content assigned by such Rating Agency at the issuance date of the Subordinated Notes.

Rating Agency means S&P Global Ratings, Moody’s Investors Service, Fitch Rating or any of their affiliates, or any successor.

reinsurance undertaking means an undertaking that has received authorization to pursue reinsurance activities in accordance with Article 14 of the Solvency II Directive, as implemented in the relevant EU member state.

Relevant Date means:

• in respect of any payment other than a Winding-Up Claim, the date on which such payment first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the Paying Agent on or prior to such date, the “Relevant Date” means the date on which such monies shall have been so received and notice to that effect shall have been given to the Holders of the Subordinated Notes in accordance with the terms of the Indenture.

• in respect of a Winding-Up Claim, the date that is one day prior to the commencement of the Company’s Winding-Up, or the date that is one day prior to the date of redemption of the Subordinated Notes, as applicable.

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Required Interest Deferral Date means each Interest Payment Date in respect of which (i) a Mandatory Deferral Event has occurred and is continuing on such Interest Payment Date, or (ii) the payment of such interest would itself cause a Mandatory Deferral Event.

Senior Creditors means all the Company’s present and future unsubordinated and unsecured creditors.

Senior Debt means the principal of and premium, if any, and interest on any of the Company’s Indebtedness currently outstanding or to be issued hereafter unless such Indebtedness, by the terms of the note by which it is created or evidenced, is not senior in right of payment to the Subordinated Notes. The Company’s outstanding Subordinated Indebtedness shall not be considered Senior Debt.

Solvency II means the Solvency II Directive and any additional measures adopted to give effect to the Solvency II Directive (for the avoidance of doubt, whether implemented by way of regulation, directives or otherwise).

Solvency II Delegated Regulation means Commission Delegated Regulation (EU) 2015/35 of October 10, 2014 supplementing the Solvency II Directive, as amended from time to time.

Solvency II Directive means Directive 2009/138/EC of the European Union of November 25, 2009 as implemented in The Netherlands and the implementing measures by the European Commission thereunder, as amended from time to time.

Solvency Capital Requirement means the Group Solvency Capital Requirement as referred to in the Solvency II Directive (or any equivalent terminology employed by the then applicable Capital Adequacy Regulations).

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

Solvent Insurer Liquidation means the liquidation of any Group Insurance Undertaking where the Company has determined, acting reasonably, that all Policyholder Claims of the Group Insurance Undertaking will be met.

Subordinated Indebtedness means any of the Company’s Indebtedness the right to payment of which is, or is expressed to be, or is required by any present or future agreement of the Company to be, subordinated in the event of the Company’s bankruptcy, winding up, moratorium or emergency regulations being applied to the Company (faillissement, vereffening na ontbinding, surseance van betaling or noodregeling).

Successor Jurisdiction has the meaning set forth in Section 11.1.

Supervisory Authority means any relevant regulator supervising the Company in respect of its compliance with any applicable Capital Adequacy Regulations. The current Supervisory Authority is the Dutch Central Bank (De Nederlandsche Bank N.V.).

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

Winding Up means the Company’s winding up (vereffening na ontbinding), bankruptcy (faillissement) or emergency regulations being applied to the Company (noodregeling) if that constitutes a liquidation.

Winding-Up Claim means, in the Company’s Winding Up, amounts in respect of the aggregate principal amount of the Subordinated Notes (whether or not yet due), together with any accrued but unpaid interest (including Arrears of Interest). A Winding-Up Claim shall not bear interest.

2. GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES

2.1 Designation and Principal Amount

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

2.2 Maturity

Unless otherwise redeemed or purchased and cancelled, but subject to the conditions set forth in Section 3.7, the principal amount of the Subordinated Notes shall be due and payable on April 11, 2048 (the Scheduled Maturity Date).

2.3 Form, Issuance, Registration and Exchange

The Subordinated Notes shall:

(a) be issued as Securities in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof represented by one or more Global Securities, and shall not be exchangeable for definitive Subordinated Notes except in the limited circumstances as provided in Section 12.1; and

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

2.4 Payments

(a) Interest Rate and Interest Payment Dates

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Subject to the Company’s right or obligation to defer interest payments pursuant to Section 2.4(c) and Section 2.4(d), the Subordinated Notes shall bear interest (i) at an initial fixed rate of 5.500% per annum, payable semi-annually in arrears on April 11 and October 11 of each year (each such date, a Fixed Rate Interest Payment Date), commencing on October 11, 2018, from and including the date of issuance to but excluding April 11, 2028, or any earlier redemption, and (ii) thereafter, at a floating rate per annum equal to the then-current six-month LIBOR plus 3.539%, payable semi-annually in arrears on April 11 and October 11 of each year (each a Floating Rate Interest Payment Date, and together with the Fixed Rate Interest Payment Dates, each such date an Interest Payment Date), commencing on October 11, 2028.

Interest on the Subordinated Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months to, but excluding, April 11, 2028 and thereafter on the basis of a 360-day year and the actual number of days elapsed in the Interest Period. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one half cent being rounded upward. The interest rate on the Subordinated Notes shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

(b) Interest Period.

Subject to the conditions contained in the Indenture (including Section 2.4(c) and Section 2.4(d)):

(i) each period from (and including) an Interest Payment Date (or, as the case may be, the issuance date, in respect of the first Interest Payment Date), to (but excluding) the immediately following Interest Payment Date (or any redemption date, the Scheduled Maturity Date or the Final Payment Date (as defined below)) is an Interest Period.

(ii) if any Interest Payment Date, any redemption date, the Scheduled Maturity Date or the Final Payment Date of the Subordinated Notes falls on a day that is not a Business Day, the Company shall make any required payment on the next succeeding Business Day, and no additional interest shall accrue in respect of any payment made on such next succeeding Business Day. In the event that a Floating Rate Interest Payment Date falls on a day that is not a Business Day, then such Floating Rate Interest Payment Date shall be postponed to the next succeeding business day unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date shall be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day shall include interest accrued to but excluding such Business Day.

(iii) interest shall accrue on the Subordinated Notes from the issuance date of the Subordinated Notes until the full outstanding principal amount of such Subordinated Note is paid or duly made available for payment. Each Subordinated Note shall cease to bear interest from the relevant date on which payment is due, unless, upon due presentation, payment of principal is improperly withheld or refused or default is otherwise made in the payment thereof, in which event, such principal amount shall continue to bear interest at the interest rate then applicable to the principal amount of the Subordinated Notes.

(iv) the Company shall make any required Interest Payments through the Paying Agent to the person in whose name such Subordinated Note is registered at the close of business 15 calendar days immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day.

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LIBOR for each Interest Reset Date shall be determined by the Calculation Agent as follows:

LIBOR shall be the offered rate for deposits in U.S. dollars for the six-month period that appears on the Screen Page at approximately 11:00 a.m., London time, two “London banking days” prior to the applicable Interest Reset Date.

If this rate does not appear on the Screen Page at such time and date, the Calculation Agent shall determine the rate on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market (selected by the Company) at approximately 11:00 a.m., London time, two London banking days prior to the applicable Interest Reset Date to prime banks in the London interbank market (or, to the extent that an industry-accepted substitute or successor rate for such rate has been established (as determined by the Company in its sole discretion), such successor rate) for a period of six months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time. If on the Interest Reset Date, LIBOR has been discontinued or is unavailable and the Company has determined that an industry-accepted substitute or successor rate for LIBOR has been established, the Company will notify the Calculation Agent in writing and the Calculation Agent will request four major banks in the London interbank market (as selected by the Company) to adjust such successor rate to include any necessary adjustment factor to make it comparable to a six-month interbank deposit rate. Under these circumstances, the Calculation Agent shall request the principal London office of each of the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided, LIBOR for that Interest Reset Date shall be the average of the quotations. If fewer than two quotations are provided as requested, LIBOR for that Interest Reset Date shall be the average of the rates quoted by three major banks in New York, New York (selected by the Company) at approximately 11:00 a.m., New York time, two London banking days prior to the applicable Interest Reset Date for loans in U.S. dollars to leading banks for a period of six months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time; provided that if fewer than three quotations are provided as requested, for the period until the next Interest Reset Date, or if on the Interest Reset Date, LIBOR has been discontinued or is unavailable and the Company have determined that no industry-accepted substitute or successor rate for LIBOR has been established, LIBOR for that Interest Reset Date will be the last observable rate which appears on the Screen Page, as determined by the Calculation Agent.

Notwithstanding any other provision of this Section 2.4, no substitute or successor rate will be adopted, nor will any other amendment to the terms of any series of Subordinated Notes be made, if and to the extent that, in the Company’s determination, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as tier 2 basic own funds of the Group or otherwise result in a violation of the then applicable Capital Adequacy Regulations.

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The Calculation Agent shall not be responsible to the Company, Holders of the Subordinated Notes, the Trustee or any third party for any failure of the reference banks to provide quotations as requested of them or as a result of the Calculation Agent having acted on any quotation or other information given by any reference bank, which subsequently may be found to be incorrect or inaccurate in any way. The Calculation Agent shall have no liability to the Company, Holders of the Subordinated Notes, the Trustee or to any third party as a result of losses suffered due to the lack of an applicable rate of interest or the use of a substitute or successor rate.

A London banking day is any day, other than a Saturday or Sunday, in which dealings in U.S. dollar deposits are transacted in the London interbank market.

Interest Reset Date means the first day of each applicable Interest Period, commencing on April 11, 2028.

Screen Page means Reuters Page LIBOR01 (or such other screen page of Reuters or such other information service which is the successor to Reuters Page LIBOR01 for the purpose of displaying such rates).

(v) The Calculation Agent will, upon the determination of each interest rate as described herein, calculate the aggregate Interest Amount and cause the interest rate and the aggregate Interest Amount payable in respect of an Interest Period to be notified to the Company, the Trustee and the New York Stock Exchange. All calculations made by the Calculation Agent in the absence of willful misconduct or manifest error will be conclusive for all purposes and binding on the Company and the Holders of the Subordinated Notes. The Company may appoint a successor Calculation Agent at any time at its discretion.

(vi) By its acquisition of the Subordinated Notes, each Holder of Subordinated Notes (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree to be bound by the Calculation Agent’s or the Company’s determination of LIBOR and any adjustment factors applied thereto, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder.

By its acquisition of the Subordinated Notes, each Holder of Subordinated Notes (which, for these purposes, includes each beneficial owner) also (i) will waive any and all claims, in law and/or in equity, against the Trustee, the Paying Agent and the Calculation Agent for, agree not to initiate a suit against the Trustee, the Paying Agent and the Calculation Agent in respect of, and agree that neither the Trustee, the Paying Agent nor the Calculation Agent will be liable for, the determination of or the failure to determine any LIBOR (including any adjustments thereto) and any losses suffered in connection therewith, and (ii) will agree that neither the Trustee, the Paying Agent nor the Calculation Agent will have any obligation to determine any LIBOR (including any adjustments thereto), including in the event of any failure by the Company to determine any LIBOR.

(c) Required Deferral of Interest Payments

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(i) If any Interest Payment is due to be made on a Required Interest Deferral Date, then the Company shall defer such Interest Payment (and payment of any Arrears of Interest, as defined below), and the Company shall not have any obligation to make all or part of such Interest Payment (or any payment of Arrears of Interest). The Company shall notify the Trustee, the Paying Agent and the Holders of the Subordinated Notes not less than five Business Days prior to an Interest Payment Date (or as soon as reasonably practicable if a Mandatory Deferral Event occurs less than five Business Days prior to an Interest Payment Date) if a Mandatory Deferral Event has occurred and is continuing on such Interest Payment Date or the payment of such interest would itself cause a Mandatory Deferral Event.

(ii) Interest Payments (and any Arrears of Interest) shall become mandatorily due and payable on a Mandatory Interest Payment Date. A Mandatory Interest Payment Date means an Interest Payment Date if during a period of six months prior to such Interest Payment Date a Mandatory Interest Payment Event has occurred; provided, however, that if a Mandatory Deferral Event occurred during the Interest Period immediately preceding such Interest Payment Date, such Interest Payment Date shall only be a Mandatory Interest Payment Date if such Mandatory Interest Payment Event occurred after the relevant Mandatory Deferral Event, as applicable, and such Mandatory Deferral Event has ceased to exist on such Interest Payment Date.

(d) Optional Deferral of Interest Payments

Subject to Section 2.4(c), the Company may in respect of any Interest Payment that would, in the absence of deferral in accordance with the provisions hereof, be due and payable, defer all or part of such Interest Payment by giving written notice to the Trustee, Paying Agent and the Holders of the Subordinated Notes not less than 10 Business Days prior to the relevant Interest Payment Date.

(e) Arrears of Interest

Subject to the prior approval of the Company’s Supervisory Authority to the extent required pursuant to the then applicable Capital Adequacy Regulations in order for the Subordinated Notes to qualify as at least tier 2 basic own funds of the Group, Arrears of Interest may, at the Company’s option be paid in whole or in part at any time; provided, however, that no Mandatory Deferral Event has occurred and is continuing at the time of such payment.

Subject to Section 4.1, all Arrears of Interest in respect of all Subordinated Notes for the time being outstanding shall become due and payable in full on the Arrears of Interest Satisfaction Date. An Arrears of Interest Satisfaction Date shall mean the date that is the earliest of:

(a) the first succeeding Mandatory Interest Payment Date, provided that no Mandatory Deferral Event has occurred and is continuing at the time of such payment (nor would the payment itself cause a Mandatory Deferral Event);

(b) the date of any redemption or substitution of the Subordinated Notes in accordance with Article 3, provided that no Mandatory Deferral Event has occurred and is continuing at the time of such payment (nor would the payment itself cause a Mandatory Deferral Event); and

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(c) the date upon which an order is made or an effective resolution is passed for the Company’s Winding Up.

Any Interest Payment deferred by the Company in accordance with the provisions of Section 2.4(c) and Section 2.4(d) shall be at the Company’s disposal for the Company’s discretionary use.

(f) Waiver of Set-Off

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

3. REDEMPTION, SUBSTITUTION, VARIATION AND PURCHASES

3.1 General

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

3.2 Optional Redemption

The Company may, subject to having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations, and having given notice in accordance with Section 3.8, redeem the Subordinated Notes in whole (but not in part) at the Company’s option on April 11, 2028, or on any Interest Payment Date thereafter, at their Base Redemption Price.

3.3 Redemption for Tax Reasons

(a) If, as a result of any change in the laws or regulations of The Netherlands or of any political subdivision thereof or any authority or agency therein or thereof having power to tax or in the interpretation or administration of any such laws or regulations that becomes effective on or after the date of issuance of the Subordinated Notes (a Change in Law):

(1) the Company would be required to pay Additional Amounts as set forth under Section 11; or

(2) other than as a result of an Excluded Change (as defined in Section 1.1), there is more than an insubstantial risk that the Company would not obtain full or substantially full deductibility for the purposes of Dutch corporation tax for any payment of interest, and the Company cannot avoid this risk or the requirement to pay Additional Amounts by taking reasonable measures (each such event, a Tax Event),

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and the occurrence of a Tax Event is evidenced by the delivery by the Company to the Trustee of a certificate signed by an authorized officer of the Company stating that a Tax Event has occurred and is continuing, and describing the facts leading thereto, and an opinion of independent legal or tax advisers of recognized standing with respect to Dutch tax matters to the effect that a Tax Event has occurred and is continuing, the Company may, at the Company’s option, subject to having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations, and having given notice in accordance with Section 3.8, redeem the Subordinated Notes in whole (but not in part), at their Base Redemption Price.

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

3.4 Redemption for Regulatory Reasons

(a) If a Capital Disqualification Event has occurred, then, subject to the Company having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations, the Company may, having given notice in accordance with Section 3.8, redeem the Subordinated Notes in whole (but not in part) at their Base Redemption Price.

(b) Prior to the publication of any notice of redemption pursuant to Section 3.4(a), the Company shall deliver to the Trustee a certificate signed by one or more members of the Company’s Executive Board stating that a Capital Disqualification Event has occurred and is continuing as of the date of such certificate.

3.5 Redemption for Rating Reasons

(a) If after the issuance date of the Subordinated Notes, the Company determines that a Rating Methodology Event has occurred with respect to the Subordinated Notes, the Company may, subject to the Company’s having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations and having given notice in accordance with Section 3.8, redeem the Subordinated Notes in whole (but not in part) at their Base Redemption Price.

(b) Prior to the publication of any notice of redemption pursuant to Section 3.5(a), the Company shall deliver to the Trustee a certificate signed by one or more members of the Company’s Executive Board stating that a Rating Methodology Event has occurred and is continuing as of the date of such certificate.

3.6 Substitution and Variation of the Subordinated Notes

(a) If a Tax Event, a Capital Disqualification Event or a Rating Methodology Event has occurred and is continuing, then the Company may (without any requirement for the consent or approval of the Holders of Subordinated Notes), having given not less than seven days’ written notice to the Trustee, the Paying Agent and the Holders of the Subordinated Notes (which notice shall be irrevocable), at any time either substitute the Subordinated Notes in whole (but not in part) for, or vary the terms of the Subordinated Notes so that they remain or, as appropriate, become, Qualifying Securities. Upon the expiry of such notice, the Company shall either vary the terms of, or substitute, the Subordinated Notes in accordance with this Section 3.6 as the case may be.

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(b) In addition, any substitution or variation is subject to (i) in respect of substitution only, all Interest Amounts, including Arrears of Interest, and any other amount payable under the Subordinated Notes that in each case has accrued to Holders of the Subordinated Notes and has not been paid, being satisfied in full on or prior to the date thereof, (ii) so long as the Company is subject to then applicable Capital Adequacy Regulations, the prior approval of the Company’s Supervisory Authority if required under the then applicable Capital Adequacy Regulations and compliance with the then applicable Capital Adequacy Regulations, (iii) the substitution or variation not itself giving rise to a negative change in any published rating of the Subordinated Notes in effect at such time as confirmed in writing by any solicited rating organizations that have given such published rating of the Subordinated Notes immediately prior to such substitution or variation, (iv) the substitution or variation not triggering the right on the Company’s part to redeem the Subordinated Notes pursuant to Section 3.3, Section 3.4 or Section 3.5 and (v) a certification by the Company, represented by at least one member of the Executive Board, that the securities to be offered in substitution for the Subordinated Notes or the terms of the Subordinated Notes as so varied are Qualifying Securities and that the conditions set out above have been complied with, which certificate shall be delivered to the Trustee prior to the substitution or variation of the Subordinated Notes and upon which certificate the Trustee shall be entitled to rely absolutely without liability to any person.

(c) In connection with any substitution or variation as described above, the Company shall comply with applicable regulatory and legal requirements, including the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and the rules of any stock exchange or other relevant authority on which the Subordinated Notes are then listed or admitted to trading.

3.7 Condition for Redemption or Purchase of Subordinated Notes

(a) Subordinated Notes may only be redeemed (whether before, on or after the Scheduled Maturity Date) or purchased by the Company (in the open market or otherwise) provided that (i) no Mandatory Deferral Event has occurred and is continuing on the relevant date for redemption or purchase, (ii) such redemption or purchase would not itself cause a Mandatory Deferral Event and (iii) as long as enforced by the Company’s Supervisory Authority, no Insolvent Insurer Liquidation has occurred and is continuing on the relevant date for redemption or purchase, or in each case, as otherwise permitted by the Company’s Supervisory Authority, and subject to the Company having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations in order for the Subordinated Notes to qualify as tier 2 basic own funds of the Group. If on the relevant date for redemption (i) a Mandatory Deferral Event has occurred and is continuing, (ii) a redemption would itself cause a Mandatory Deferral Event or (iii) an Insolvent Insurer Liquidation has occurred and is continuing, then the Subordinated Notes may only be redeemed on any day thereafter on which no Mandatory Deferral Event is continuing, the redemption would itself not cause a Mandatory Deferral Event and no Insolvent Insurer Liquidation is continuing or the applicable condition has been waived by the Company’s Supervisory Authority (any such date, the Final Payment Date).

(b) If a purchase in accordance with Section 3.9, a redemption of the Subordinated Notes in accordance with Section 3.3, Section 3.4 or Section 3.5, is to occur before April 11, 2023, any such purchase or redemption shall only be made (i) in compliance with the then applicable Capital Adequacy Regulations and (ii) on the condition that the Subordinated Notes are exchanged for, or redeemed out of the proceeds of a new issue of, capital of the same or higher quality, provided that this condition shall not apply if the then applicable Capital Adequacy Regulations do not require such redemption to be so funded (on the basis that the Subordinated

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Notes are intended to qualify as at least tier 2 basic own funds, on a Group basis). A certificate by the Company, represented by at least one member of the Company’s Executive Board, delivered to the Trustee confirming such compliance shall be conclusive evidence of such compliance and upon which certificate the Trustee shall be entitled to rely absolutely without liability to any person.

(c) Any payment of principal deferred by the Company in accordance with the provisions of this Section 3.7 shall be at the Company’s disposal.

3.8 Notice of Redemption

Before the Company may redeem the Subordinated Notes prior to the Scheduled Maturity Date as described herein, the Company must give not less than 30 nor more than 60 days’ notice before the applicable redemption date to the Trustee, the Paying Agent and Holders of the Subordinated Notes. Subject to the provisions of this Article 3 (including Section 3.7), any notice of redemption is irrevocable and must be given in accordance with the terms of the Indenture, except that the exercise of the Dutch Bail-in Power by the relevant resolution authority prior to the date fixed for redemption shall automatically revoke such notice and no Subordinated Notes shall be redeemed and no payment in respect of the Subordinated Notes shall be due and payable.

3.9 Purchases

Subject to the provisions of Section 3.7, and subject to the Company’s first obtaining any required consent of the Company’s Supervisory Authority, the Company may at any time purchase in the open market or otherwise Subordinated Notes in any manner and at any price. Purchased Subordinated Notes may be held, resold or, at the Company’s option, cancelled, as set forth in Section 3.10.

3.10 Cancellation

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

4. REMEDIES

4.1 Non-Payment When Due; Limitation of Remedies

(a) The Company’s Winding Up shall be an acceleration event in relation to the Subordinated Notes. In the event of the Company’s Winding Up, the Trustee or the Holders of not less than 25% in principal amount of the Subordinated Notes then outstanding may declare due and payable the principal amount of all the Subordinated Notes and all interest then accrued thereon, if any, (including any Arrears of Interest), by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such amount shall become immediately due and payable.

(b) A Non-Payment Event shall occur with respect to the Subordinated Notes only if the Company does not elect to defer an Interest Payment, the Company is not obliged to defer an Interest Payment due to a Mandatory Deferral Event or is not required to postpone the payment of principal due to any of the requirements not being satisfied under Section 3.7 and nevertheless

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fails to pay or set aside for payment the amount due to satisfy, when due, any such payment of principal or Interest Payment (and, with respect to a Mandatory Interest Payment Date and any Arrears of Interest), and such failure continues for 14 days. In no event shall any non-payment of interest or principal due to the exercise of any Dutch Bail-in Power by the relevant resolution authority be deemed a Non-Payment Event. Holders of the Subordinated Notes have the absolute and unconditional right to institute suit for the enforcement of any Interest Payment that the Company does not timely elect to defer or is not obliged to defer, or any payment of principal that the Company is not required to postpone, and such right may not be impaired without the consent of the Holder. The Trustee may not, however, in the case of a Non-Payment Event in respect of an Interest Payment (and, with respect to a Mandatory Interest Payment Date and any Arrears of Interest) declare the principal amount of any outstanding Subordinated Note to be due and payable.

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

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

(e) Sections 501, 502 and 503 of the Base Indenture shall not apply with respect to the Subordinated Notes, and all references to an Event of Default in any other provision of the Base Indenture shall be deemed deleted and shall instead refer to a Winding Up.

5. SUBORDINATION

5.1 Agreement to Subordinate

The Company covenants and agrees, and each Holder of Subordinated Notes issued hereunder, by such Holder’s acceptance thereof, likewise covenants and agrees, that the obligations represented by the Subordinated Notes issued hereunder shall be the Company’s unsecured obligations ranking equally without any preference among themselves and shall, in the event of the Company’s bankruptcy, winding up, moratorium or emergency regulations being applied to the Company (faillissement, vereffening na ontbinding, surseance van betaling or noodregeling) be subordinated in right of payment to the prior payment in full of all of the Company’s Senior Debt, present and future, but shall rank senior to all the Company’s classes of share capital and to any Junior Subordinated Indebtedness.

By virtue of the above subordination:

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(a) all payments to Holders of Subordinated Notes shall, in the event of the Company’s bankruptcy, winding up, moratorium or emergency regulations being applied to the Company (faillissement, vereffening na ontbinding, surseance van betaling or noodregeling), only be made after all Senior Debt admissible in any such bankruptcy, winding up, moratorium or emergency regulations being applied to the Company (faillissement, vereffening na ontbinding, surseance van betaling or noodregeling) has been satisfied in full following which the obligations in respect of the Subordinated Notes will rank at least equally with all other Subordinated Indebtedness; and

(b) the Company’s creditors who are not Holders of Senior Debt may, subject to any subordination provisions that may be applicable to such creditors, recover more, ratably, than Holders of the Subordinated Notes.

If at any time an order is made, or an effective resolution is passed, for the Company’s Winding Up Holders of the Subordinated Notes shall, in respect of each Subordinated Note held, be entitled to a Winding-Up Claim, which Winding-Up Claim will rank as described above.

5.2 Section 1402 of the Base Indenture

With respect to the Subordinated Notes, the provisions of Section 5.1 replace in their entirety Section 1402 of the Base Indenture. In addition, with respect to the Subordinated Notes, Section 1403 through Section 1416 of Article 14 of the Base Indenture is hereby amended by replacing the term “Senior Debt” as used in such sections with the term “Senior Debt” as defined in this Ninth Supplemental Indenture.

5.3 Subordination not Applicable

For the avoidance of doubt, nothing in this Article 5 (Subordination) or Article 14 (Subordination of Securities) of the Base Indenture shall apply to the claims of, or payments to, the Trustee under or pursuant to Sections 506 and 607 of the Base Indenture.

6. COVENANTS OF THE COMPANY

6.1 Officers’ Certificate on Postponement

If the Company elects or is obliged to postpone any Interest Payment in accordance with Section 2.4 or payment of principal due to any of the requirements not being satisfied under Section 3.7, it shall deliver to the Trustee and the Paying Agent, no later than the provision of any notice to Holders of Subordinated Notes as provided herein, an Officers’ Certificate, certifying that it is obliged to defer the Interest Payment pursuant to Section 2.4(c), has elected to defer the Interest Payment pursuant to Section 2.4(d) or is obliged to postpone the payment of principal due to any of the requirements not being satisfied under Section 3.7, as applicable.

7. FORM OF SUBORDINATED NOTES

7.1 Form of Subordinated Notes

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

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8. ORIGINAL ISSUE OF SUBORDINATED NOTES

8.1 Original Issue of Subordinated Notes

Subordinated Notes in the initial aggregate principal amount of up to $800,000,000 may, upon execution of this Ninth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Subordinated Notes to or upon the written order of the Company, in accordance with Section 303 of the Base Indenture.

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

9. WINDING UP

9.1 Winding Up

If at any time an order is made, or an effective resolution is passed, for a Winding Up, Holders of the Subordinated Notes shall, in respect of each Subordinated Note held, be entitled to a Winding-Up Claim, which Winding-Up Claim shall rank for payment in accordance with Section 5.1.

10. SATISFACTION AND DISCHARGE

10.1 Satisfaction and Discharge

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

11. TAXATION; ADDITIONAL AMOUNTS

11.1 General

All amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Subordinated Notes will be made free and clear of, and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The Netherlands or the government of a jurisdiction in which a successor to the Company is organized (a Successor Jurisdiction), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, subject to the Company’s right to elect to defer or any obligation to defer any Interest Payment, the Company shall pay such additional amounts (Additional Amounts) as may be necessary in order that the net amounts receivable by the Holder of any Subordinated Note after such withholding or deduction will equal the respective amounts that would have been receivable by such Holder in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable in relation to any payment in respect of any Subordinated Note presented for payment:

(a) by or on behalf of, a Holder of a Subordinated Note who is liable for such taxes, duties, assessments or governmental charges in respect of such Subordinated Note by reason of his having some connection with The Netherlands or a Successor Jurisdiction, as applicable, by which such taxes, duties, assessments or governmental charges have been imposed, levied, collected, withheld or assessed other than the mere holding of such Subordinated Note;

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(b) (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such Additional Amounts on presenting the same for payment on the expiry of such period of 30 days;

(c) in respect of any estate, inheritance, gift, sales, transfer, wealth, personal property or similar tax, assessment or other governmental charge;

(d) in respect of any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity of the Holder or beneficial owner of a Subordinated Note if such compliance is required as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(e) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Note to another Paying Agent;

(f) in respect of any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, (the Code, any regulations or agreements thereunder, and official interpretations thereof or any law implementing an intergovernmental approach thereto (FATCA)); or

(g) by or on behalf of, a Holder of a Subordinated Note who is liable for such taxes, duties, assessments or governmental charges due to being a (deemed) tax resident of, or otherwise being connected to, a low-tax jurisdiction for purposes of any Dutch tax law codified pursuant to the policy intentions described in item N151 on page 67 of the Coalition Agreement of the (then) proposed Dutch Government (Regeerakkoord) 2017-2021 published on October 10, 2017.

In the absence of definitive guidance as to whether the withholding or deduction of such taxes, duties, assessments or governmental charges is required by any Dutch tax law referred to in (g) above, by reason of a certain tax jurisdiction having to be or being considered a low-tax jurisdiction, the term low-tax jurisdiction shall be interpreted in the Company’s reasonable judgment, in accordance with the relevant statutory language, any implementing regulations, any interpretative guidance provided by the relevant authorities and any other sources generally accepted, or relied on, for the purpose of interpreting Dutch tax law at the time of the actual payment.

If the Company becomes subject at any time to any taxing jurisdiction other than or in addition to The Netherlands, references herein to The Netherlands shall be read and construed as references to The Netherlands and/or to such other jurisdiction.

References herein to principal, redemption amount and/or interest shall include any Additional Amounts that may become payable pursuant to the terms of the Indenture.

11.2 Section 1006 of the Base Indenture

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

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12. MISCELLANEOUS

12.1 Issuance of Definitive Subordinated Notes

(a) So long as DTC holds the Global Securities, the Global Securities shall not be exchangeable for definitive Subordinated Notes unless: (i) DTC notifies the Trustee that it is unwilling or unable to continue to hold the book-entry Subordinated Notes, or DTC ceases to be a clearing agency registered under the Exchange Act and the Trustee does not appoint a successor to DTC that is registered under the Exchange Act within 120 days; or (ii) at any time the Company determines in its sole discretion that the Global Securities representing the Subordinated Notes should be exchanged for definitive Subordinated Notes in registered form.

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

(c) Any definitive Subordinated Notes shall be issued in registered form only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof and shall be substantially in the form of the Global Security included as Schedule 1 hereto with such insertions, omissions, substitutions and other variations as appropriate for definitive Subordinated Notes as evidenced by the execution of such securities. To the extent permitted by law, the Company and the Trustee are entitled to treat the person in whose name any definitive Subordinated Note is registered as its absolute owner.

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

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

(f) If definitive Subordinated Notes are issued in the limited circumstances as set forth above, those definitive Subordinated Notes may be transferred in whole or in part in denominations of $200,000 and in integral multiples of $1,000 in excess thereof, upon surrender of the definitive Subordinated Notes certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of the Trustee. If only part of a Subordinated Notes certificate is transferred, a new Subordinated Notes certificate representing the balance not transferred shall be issued to the transferor.

12.2 Further Issuances

The Company may from time to time, without the consent of the Holders of the Subordinated Notes, create and issue further subordinated notes ranking equally in all respects (or in all respects save for the date from which interest thereon accrues and the amount of the first payment of interest on such further

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subordinated notes) and so that the further issuance of subordinated notes shall be consolidated and form a single series with the outstanding Subordinated Notes; provided that any further subordinated notes that are not fungible with the Subordinated Notes for U.S. federal income tax purposes shall have a unique CUSIP and any other identifying number assigned to such further subordinated notes. Any further issuance of subordinated notes shall be issued pursuant to an additional supplemental indenture.

12.3 Ratification of Base Indenture; Ninth Supplemental Indenture Controls

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

12.4 Trustee Not Responsible for Recitals

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

12.5 Governing Law

This Ninth Supplemental Indenture and each Subordinated Note shall be governed by and construed in accordance with the laws of the State of New York, except for any provision of Section 2.4(f), Article 5 and Article 9 relating to waiver of set-off provisions and subordination, which provisions shall be governed by and construed in accordance with the laws of The Netherlands.

12.6 Severability

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

12.7 Counterparts

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

12.8 Paying Agent

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

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

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

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

14. AGREEMENT AND ACKNOWLEDGMENT WITH RESPECT TO THE EXERCISE OF DUTCH BAIL-IN POWER

Notwithstanding any other agreements, arrangements or understandings between the Company and any Holder of the Subordinated Notes (including, for purposes of this Section 14, owners of a beneficial interest in the Subordinated Notes), by acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein acknowledges, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other of the Company’s obligations or obligations of another person, including by means of a variation to the terms of the Subordinated Notes or any expropriation of the Subordinated Notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each Holder and beneficial owner of a Subordinated Note or any interest therein further acknowledges and agrees that the rights of the Holders and beneficial owners of the Subordinated Notes are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the Subordinated Notes for a temporary period.

For these purposes, a Dutch Bail-in Power is any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions, investment firms, insurance companies, holding companies of insurance companies and/or financial conglomerates incorporated in The Netherlands in effect and applicable in The Netherlands to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to the Directive 2014/59/EU of the European Parliament and of the Council (Bank Recovery and Resolution Directive) and Regulation (EU) No 806/2014 of the European Parliament and of the Council (the “SRM Regulation”)) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution, investment firm, insurance company, holding company of an insurance company or financial conglomerate or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the relevant resolution authority is to any authority with the ability to exercise a Dutch Bail-in Power).

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The Dutch Bail-in Power may be imposed without any prior notice by the relevant resolution authority of its decision to exercise such power. No principal of, or interest on, the Subordinated Notes shall become due and payable after the exercise of any Dutch Bail-in Power by the relevant resolution authority except as permitted under the laws and regulations of The Netherlands and the European Union applicable to the Company.

In addition, the exercise of any Dutch Bail-in Power may require interests in the Subordinated Notes and/or other actions implementing any Dutch Bail-in Power to be held or taken, as the case may be, through clearing systems, intermediaries or persons other than DTC.

By acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein, to the extent permitted by the Trust Indenture Act, shall be deemed to waive any and all claims against the Trustee for, and to agree not to initiate a suit against the Trustee in respect of, and to agree that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-in Power by the relevant resolution authority with respect to such Subordinated Notes.

The Company shall provide a written notice directly to DTC as soon as practicable of any exercise of the Dutch Bail-in Power with respect to any Subordinated Notes by the relevant resolution authority for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.

By its acquisition of Subordinated Notes, each Holder of Subordinated Notes acknowledges and agrees that the exercise of the Dutch Bail-in Power by the relevant resolution authority with respect to such Subordinated Notes shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.

By acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein acknowledges and agrees that, upon the exercise of any Dutch Bail-in Power by the relevant resolution authority, (i) the Trustee shall not be required to take any further directions from Holders of the Subordinated Notes either under the terms of the Subordinated Notes or under Section 512 (Control by Holders) of the Indenture, as applicable and (ii) neither the Indenture nor the Subordinated Notes shall impose any duties upon the Trustee whatsoever with respect to the exercise of any Dutch Bail-in Power by the relevant resolution authority. If Holders or beneficial owners of the Subordinated Notes have given a direction to the Trustee pursuant to the relevant sections of the Indenture, prior to the exercise of any Dutch Bail-in Power by the relevant resolution authority, such direction shall cease to be of further effect upon such exercise of any Dutch Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-in Power by the relevant resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the Dutch Bail-in Power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Subordinated Notes following such completion to the extent required by the Trust Indenture Act that the Company and the Trustee shall agree pursuant to an amendment to this Indenture or a written instrument.

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By acquiring any Subordinated Notes, each Holder of Subordinated Notes shall be deemed to have (i) consented to the exercise of any Dutch Bail-in Power as it may be imposed without any prior notice by the relevant resolution authority of its decision to exercise such power with respect to such Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-in Power with respect to such Subordinated Notes as it may be imposed, without any further action or direction on the part of such Holder or the Trustee.

The exercise of any Dutch Bail-in Power by the relevant resolution authority with respect to any Subordinated Notes will not be a default or a Winding Up under the Indenture.

Holders of Subordinates Notes that acquire such Subordinated Notes in the secondary market shall be deemed to acknowledge, accept, agree to be bound by, and consent to, the same provisions described herein to the same extent as Holders of such Subordinated Notes that acquire Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the Subordinated Notes, including in relation to Dutch Bail-in Power.

15. RIGHTS OF TRUSTEE UNAFFECTED

For the avoidance of doubt, nothing in this Supplemental Indenture shall affect the rights, privileges, protections, immunities and benefits given to the Trustee hereunder or under the Base Indenture, including the right to be indemnified and compensated in accordance with the terms of the Indenture, and all such rights shall in all events survive the occurrence or continuation of any event referred to in this Supplemental Indenture.

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

AEGON N.V.,     as Issuer
By:	/s/ Ed Beije
	Name: Ed Beije
	Title: Senior Vice President

[Aegon N.V. Ninth Supplemental Indenture Signature Page]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ R. Tarnas
	Name: R. Tarnas
	Title: Vice President

[Aegon N.V. Ninth Supplemental Indenture Signature Page]

CITIBANK, N.A., as Paying Agent and Calculation Agent
By:	/s/ Louis Piscitelli
	Name: Louis Piscitelli
	Title: Senior Trust Officer

[Aegon N.V. Ninth Supplemental Indenture Signature Page]

SCHEDULE 1

FORM OF 5.50% FIXED-TO-FLOATING SUBORDINATED NOTES DUE 2048

[Face of Note]

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

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

AEGON N.V.

5.50% Fixed-to-Floating Subordinated Notes due 2048

No. [     ]
CUSIP No.:	007924AJ2
ISIN No.:	US007924AJ23

AEGON N.V., a limited liability public company duly organized and existing under the laws of the Netherlands (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of [•] MILLION U.S. DOLLARS ($[•]) on April 11, 2048, unless otherwise redeemed or purchased and cancelled in accordance with the Indenture, subject to the Company’s obligation to postpone such repayment, and to pay Interest thereon, subject to the Company’s right or obligation to defer Interest Payments in accordance with the Indenture, from (and including) an Interest Payment Date (or the Issue Date, in respect of the first Interest Payment Date, to (but excluding) the immediately following Interest Payment Date, semi-annually in arrears on April 11 and October 11 in each year, commencing on October 11, 2018, and at such other times as are set forth in the Indenture (i) from (and including) the Issue Date to (but excluding) April 11, 2028, at the initial fixed rate of 5.50% per annum and (ii) from (and including) April 11, 2028 to (but excluding) April 11, 2048 or the date of any earlier redemption, at a floating rate equal to the then-current six-month LIBOR plus 3.539%. Interest shall accrue on this Subordinated Note, until the principal hereof is paid or made available for payment. The Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the 15^th calendar day immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day. Interest shall be calculated (i) in the case of the fixed interest rate, on a 30/360 day basis, but not including the date of such payment and (ii) in the case of the floating interest rate, on the basis of a 360-day year and the actual number of days elapsed in the relevant Interest Period, but not including the date of payment. If any Fixed Rates Interest Payment Date, any redemption date, the Scheduled Maturity Date or the Final Payment Date of the Subordinated Notes falls on a day that is not a Business Day, the Company shall make the required payment on the next succeeding Business Day, and no additional Interest shall

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accrue in respect of the payment made on that next succeeding Business Day. If any Floating Rate Interest Payment Date falls on a day that is not a Business Day, then such Floating Rate Interest Payment Date shall be postponed to the next succeeding Business Day unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date shall be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day shall include interest accrued to but excluding such Business Day.

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

The Company may under certain circumstances, and in accordance with the Indenture, defer all or part of any Interest Payment that would in the absence of such election be scheduled to be made on the relevant Interest Payment Date. Any unpaid interest will as long as it remains unpaid constitute arrears of interest (Arrears of Interest). Arrears of Interest will not bear interest.

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

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

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

AEGON N.V.
By:
	Name:
	Title:

Attest:

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

Dated: [•], 2018

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

By:

Authorized Signatory

[Reverse of Note]

This Note is one of a duly authorized issue of Securities of the Company (herein called the Subordinated Notes), issued and to be issued in one or more series under an indenture, dated as of October 11, 2001 (the Base Indenture), between the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee and successor in interest to Citibank, N.A. (herein called the Trustee, which term includes any successor trustee under the Indenture), as the same has been supplemented and amended from time to time, and as shall be further supplemented and amended by a ninth supplemental indenture dated April 11, 2018 (herein called the Ninth Supplemental Indenture and together with the Base Indenture, the Indenture) and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. The Subordinated Notes are subject to all such terms. This Note is one of the series designated on the face hereof and there is no limitation on the amount of Subordinated Notes of such series which may be issued. Terms not defined in this Note shall have the meaning assigned to such terms in the Indenture.

All payments on this Note shall be conditional upon (a) in the case of any Interest Payment or payment of principal, the Company not being subject to a Mandatory Deferral Event and (b) in the case of any Interest Payment, the Company not exercising an Optional Deferral with respect such Interest Payment.

Mandatory Deferral Event means that on the relevant date on which an Interest Payment or a payment of principal would be made (a) the Company has determined that (i) the Company is not Solvent, or (ii) payment of the Interest Payment or payment of principal made on such date would result in the Company becoming not Solvent; or (b) (i) a Capital Adequacy Event has occurred and continues to exist, or (ii) an Interest payment or a payment of principal on such date would cause a Capital Adequacy Event and a deferral of Interest Payments and/or payment of principal is required under the then Applicable Capital Adequacy Regulations; provided, however, that the occurrence of (b) above shall not constitute a Mandatory deferral Event (1) in respect of Interest Payments or Arrears of Interest, if (i) the Company’s Supervisory Authority has exceptionally waived the deferral of such Interest Payment and/or payment of Arrears of Interest, (ii) paying the Interest Payment and/or Arrears of Interest does not further weaken the Company’s solvency position as determined in accordance with the then applicable Capital Adequacy Regulations, and (iii) the Minimum Capital Requirement will be complied with immediately after the Interest Payment and/or payment of Arrears of Interest is made; and (2) in respect of payments of principal, if (i) the Company’s Supervisory Authority has exceptionally waived the deferral of such principal payment, (ii) the Subordinated Notes are exchanged for or converted into another tier 1 or tier 2 basic own-fund of at least the same quality, and (iii) the Minimum Capital Requirement will be complied with immediately after the principal payment is made.

Optional Deferral means, in respect of any Interest Payment that would, in the absence of deferral be due and payable, a deferral by the Company of all or part of such Interest Payment by giving written notice to the Trustee, Paying Agent and the Holders of the Subordinated Notes not less than 10 Business Days prior to the relevant Interest Payment Date.

The Subordinated Notes shall constitute unsecured obligations of the Company and shall rank equally without any preference among themselves and shall, subject to the subordination provisions described herein and in the Indenture, in the event of the Company’s bankruptcy, winding up, moratorium or emergency regulations being applied to the Company be subordinated in right of payment to the prior payment in full of all of the Company’s Senior Debt, present and future, but shall rank senior to all the Company’s classes of share capital and to any Junior Subordinated Indebtedness.

Holders of the Subordinated Notes shall have the absolute and unconditional right to institute suit for the enforcement of any Interest Payment that the Company does not timely elect to defer or is not obliged to defer, or any payment of principal that the Company is not required to postpone. The Trustee may not, however, in the case of a Non-Payment Event in respect of an Interest Payment (and, with respect to a Mandatory Interest Payment Date and any Arrears of Interest) declare the principal amount of any outstanding Subordinated Note to be due and payable.

A Non-Payment Event shall occur with respect to the Subordinated Notes only if the Company does not elect to defer an Interest Payment, the Company is not obliged to defer an Interest Payment due to a Mandatory Deferral Event or is not required to postpone the payment of principal due to any of the requirements not being satisfied under Section 3.7 of the Ninth Supplemental Indenture and nevertheless fails to pay or set aside for payment the amount due to satisfy, when due, any such payment of principal or Interest Payment (and, with respect to a Mandatory Interest Payment Date and any Arrears of Interest), and such failure continues for 14 days. In no event shall any non-payment of interest or principal due to the exercise of any Dutch Bail-in Power by the relevant resolution authority be deemed a Non-Payment Event.

All amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Subordinated Notes such be made free and clear of, and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The Netherlands or the government of a jurisdiction in which a successor to the Company is organized (a Successor Jurisdiction), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, subject to the Company’s right to elect to defer or any obligation to defer any Interest Payment, the Company shall, subject to certain exceptions described in Section 11.1 of the Ninth Supplemental Indenture, pay such additional amounts (Additional Amounts) as may be necessary in order that the net amounts receivable by the Holder of any Subordinated Note after such withholding or deduction will equal the respective amounts that would have been receivable by such Holder in the absence of such withholding or deduction.

References herein to principal, redemption amount and/or interest shall include any Additional Amounts that may become payable pursuant to the terms of the Indenture.

Except as provided in the Ninth Supplemental Indenture, the Subordinated Notes are not redeemable at the option of the Company prior to April 11, 2028.

Subordinated Notes may only be redeemed (whether before, on or after the Scheduled Maturity Date) or purchased by the Company (in the open market or otherwise) provided that (i) no Mandatory Deferral Event has occurred and is continuing on the relevant date for redemption or purchase, (ii) such redemption or purchase would not itself cause a Mandatory Deferral Event and (iii) as long as enforced by the Company’s Supervisory Authority, no Insolvent Insurer Liquidation has occurred and is continuing on the relevant date for redemption or purchase, or in each case, as otherwise permitted by the Company’s Supervisory Authority, and subject to the Company having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations in order for the Subordinated Notes to qualify as tier 2 basic own funds of the Group. If on the relevant date for redemption (i) a Mandatory Deferral Event has occurred and is continuing, (ii) a redemption would itself cause a Mandatory Deferral Event or (iii) an Insolvent Insurer Liquidation has occurred and is continuing, then the Subordinated Notes may only be redeemed on any day thereafter on which no Mandatory Deferral Event is continuing, the redemption would itself not cause a Mandatory Deferral Event and no Insolvent Insurer Liquidation is continuing or the applicable condition has been waived by the Company’s Supervisory Authority.

Subject to the provisions of the Ninth Supplemental Indenture, the Subordinated Notes may be redeemed in whole (but not in part), at the option of the Company and without the consent of the holders of the Subordinated Notes or the Trustee, at the Base Redemption Price: (i) on April 11, 2028, or on any Interest Payment Date thereafter, (ii) upon the occurrence of a Tax Event, provided that the Company shall have already delivered to the Trustee a certificate signed by an authorized officer of the Company stating that a Tax Event has occurred and is continuing, and describing the facts leading thereto, and an opinion of independent legal or tax advisers of recognized standing with respect to Dutch tax matters to the effect that a Tax Event has occurred and is continuing, the Company may, at the Company’s option, subject to having received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations, and having given notice in accordance with Section 3.8 of the Ninth Supplemental Indenture, redeem the Subordinated Notes in whole (but not in part), at their Base Redemption Price, (iii) upon the occurrence of a Capital Disqualification Event, provided that the Company has received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations and has given notice in accordance with Section 3.8 of the Ninth Supplemental Indenture, and (iv) upon the occurrence of a Rating Methodology Event, provided that the Company has received the prior approval of the Company’s Supervisory Authority if required pursuant to the then applicable Capital Adequacy Regulations and has given notice in accordance with Section 3.8 of the Ninth Supplemental Indenture.

If a Tax Event, a Capital Disqualification Event or a Rating Methodology Event has occurred and is continuing, the Company may (without any requirement for the consent or approval of the Holders of Subordinated Notes), having given not less than seven days’ written notice to the Trustee, the Paying Agent and the Holders of the Subordinated Notes (which notice shall be irrevocable), at any time either substitute the Subordinated Notes in whole (but not in part) for, or vary the terms of the Subordinated Notes so that they remain or, as appropriate, become, Qualifying Securities.

Any substitution or variation is subject to (i) in respect of substitution only, all Interest Amounts, including Arrears of Interest, and any other amount payable under the Subordinated Notes that in each case has accrued to Holders of the Subordinated Notes and has not been paid, being satisfied in full on or prior to the date thereof, (ii) so long as the Company is subject to then applicable Capital Adequacy Regulations, the prior approval of the Company’s Supervisory Authority if required under the then applicable Capital Adequacy Regulations and compliance with the then applicable Capital Adequacy Regulations, (iii) the substitution or variation not itself giving rise to a negative change in any published rating of the Subordinated Notes in effect at such time as confirmed in writing by any solicited rating organizations that have given such published rating of the Subordinated Notes immediately prior to such substitution or variation, (iv) the substitution or variation not triggering the right on the Company’s part to redeem the Subordinated Notes pursuant to Section 3.3, Section 3.4 or Section 3.5 of the Ninth Supplemental Indenture and (v) a certification by the Company, represented by at least one member of the Executive Board, that the securities to be offered in substitution for the Subordinated Notes or the terms of the Subordinated Notes as so varied are Qualifying Securities and that the conditions set out above have been complied with, which certificate shall be delivered to the Trustee prior to the substitution or variation of the Subordinated Notes and upon which certificate the Trustee shall be entitled to rely absolutely without liability to any person.

The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinated in right of payment to the prior payment in full of all of the Company’s Senior Debt, present and future, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Note, by accepting the same, (i) agrees to and shall be bound by such provisions; (ii) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided; and (iii) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

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

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

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

The Subordinated Notes of this series are issuable only in registered form without coupons in denominations of $200,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Subordinated Notes of this series shall be represented by a Global Security.

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

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

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

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

Notwithstanding any other agreements, arrangements or understandings between the Company and any Holder of the Subordinated Notes (including, for purposes of Section 14 of the Ninth Supplemental Indenture, owners of a beneficial interest in the Subordinated Notes), by acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein acknowledges, agrees to be bound by, and consents to the

exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other of the Company’s obligations or obligations of another person, including by means of a variation to the terms of the Subordinated Notes or any expropriation of the Subordinated Notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each Holder and beneficial owner of a Subordinated Note or any interest therein further acknowledges and agrees that the rights of the Holders and beneficial owners of the Subordinated Notes are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any Subordinated Notes, each Holder and beneficial owner of a Subordinated Note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the Subordinated Notes for a temporary period.

A Dutch Bail-in Power is any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions, investment firms, insurance companies, holding companies of insurance companies and/or financial conglomerates incorporated in The Netherlands in effect and applicable in The Netherlands to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to the Directive 2014/59/EU of the European Parliament and of the Council (Bank Recovery and Resolution Directive) and Regulation (EU) No 806/2014 of the European Parliament and of the Council (the SRM Regulation)) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution, investment firm, insurance company, holding company of an insurance company or financial conglomerate or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the relevant resolution authority is to any authority with the ability to exercise a Dutch Bail-in Power).

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

EX-5.1

Exhibit 5.1

	53rd at Third
	885 Third Avenue
	New York, New York 10022-4834
	Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	Rome
	Frankfurt	San Diego
	Hamburg	San Francisco
April 11, 2018	Hong Kong	Seoul
	Houston	Shanghai
Aegon N.V. Aegonplein 50 P.O. Box 85 2501 CB The Hague The Netherlands	London	Silicon Valley
	Los Angeles	Singapore
	Madrid	Tokyo
	Milan	Washington, D.C.

Re: 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 of Aegon N.V.

Ladies and Gentlemen:

We have acted as special counsel to Aegon N.V., a limited liability public company (the “Company”), in connection with the issuance of $800,000,000 aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 (the “Notes”), under an Indenture dated October 11, 2001 among the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” as successor trustee to Citibank, N.A. under the Agreement of Resignation, Appointment and Acceptance dated as of August 21, 2007 by and among the Company, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A.) (the “Base Indenture”), as supplemented by a ninth supplemental indenture, dated as of the date hereof (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and pursuant to a registration statement on Form F-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2017 (Registration No. 333-220276) (as so filed and amended, the “Registration Statement”) a base prospectus, dated August 31, 2017, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a final prospectus supplement, dated April 4, 2018 filed with the Commission pursuant to Rule 424(b) under the Act on April 6, 2018 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), and an underwriting agreement, dated April 4, 2018 between the underwriters named therein and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.

April 11, 2018

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including without limitation the laws of the Netherlands, or as to any matters of municipal law or the laws of any local agencies within any state. Various issues pertaining to the laws of the Netherlands are addressed in the opinion of Allen & Overy LLP, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Indenture and in the manner contemplated by the Underwriting Agreement, the Notes will be valid and binding obligations of the Company.

Our opinion is subject to: (a) the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; and the judicial application of foreign laws or governmental actions affecting creditors’ rights; (b) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought; (c) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of, or contribution to, a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy; and (d) we express no opinion with respect to (i) consents to, or restrictions upon, governing law, jurisdiction, venue, service of process, arbitration, remedies or judicial relief; (ii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iv) waivers of rights or defenses contained in Section 515 of the Base Indenture; and waivers of broadly or vaguely stated rights; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (xi) provisions permitting, upon acceleration of any indebtedness (including the Notes) collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (xii) any provision of the Documents that refers to, incorporates or is based upon the law of any jurisdiction other than the State of New York or the United States, and (xiii) the severability, if invalid, of provisions to the foregoing effect.

April 11, 2018

Page 3

With your consent, we have assumed (a) that the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 6-K dated April 11, 2017 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Latham & Watkins LLP

EX-5.2

Exhibit 5.2

To: Aegon N.V. Aegonplein 50 P.O. Box 85 2501 CB The Hague The Netherlands	Allen & Overy LLP Apollolaan 15 1077 AB Amsterdam The Netherlands PO Box 75440 1070 AK Amsterdam The Netherlands
	Tel	+31 20 674 1000
	Fax	+31 20 674 1111

Amsterdam,	11 April 2018
Subject	AEGON N.V.—$800,000,000 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048
Our ref:	GWK/JNNH/MRRS/0042338-0000595 AMBA:6945474.1

Dear Sir or Madam,

1. We have acted as legal counsel on matters of Netherlands law to Aegon N.V. (the Company) in connection with the offer for sale by the Company of $800,000,000 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 (the Securities), pursuant to a registration statement on Form F-3 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on 31 August 2017 (File No. 333-220726) (as so filed and as amended, the Registration Statement), a base prospectus, dated 31 August 2017 (the Base Prospectus), a preliminary prospectus supplement, dated 3 April 2018 filed with the Commission pursuant to Rule 424(b) under the Act on 3 April 2018 (the Preliminary Prospectus Supplement and together with the Base Prospectus, the Preliminary Prospectus), the document that the Company has identified to us as an “issuer free writing prospectus” (as defined in Rules 433 and 405 under the Act) dated 4 April 2018 (the IFWP), a prospectus supplement, dated 4 April 2018 filed with the Commission pursuant to Rule 424(b) under the Act on 4 April 2018 (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus), and an underwriting agreement dated 4 April 2018 among the Underwriters and the Company (the Underwriting Agreement). The Securities are being issued pursuant to an indenture, dated 11 October 2001 among the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A. (the Trustee, as successor trustee to Citibank, N.A. under the Agreement of Resignation, Appointment and Acceptance dated as of 21 August 2007 by and among the Company, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A.) (the Base Indenture), as supplemented by a ninth supplemental indenture dated 11 April 2018 (the Ninth Supplemental Indenture and, together with the Base Indenture, the Indenture).

Capitalised terms used but not defined herein are used as defined in the Indenture, unless the context requires otherwise.

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

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

2. We have examined the following documents:

(a) a pdf copy of the executed Base Indenture and the Ninth Supplemental Indenture;

(b) a specimen copy of the Securities;

(c) a pdf copy of the executed Registration Statement dated 31 August 2017;

(d) a pdf copy of the Preliminary Prospectus, the IFWP and the Prospectus;

(e) a certified electronic excerpt of the registration of the Company in the Trade Register (Handelsregister) dated 10 April 2018, and confirmed by telephone by the Trade Register to be correct on the date hereof (the Excerpt);

(f) a copy of the deed of incorporation (oprichtingsakte) of the Company dated 23 May 1969 (the Deed of Incorporation);

(g) a copy of the articles of association (statuten) of the Company dated 29 May 2013 as, according to the Excerpt, deposited with the Trade Register as being in force on the date hereof (the Articles);

(h) a copy of the resolution of the Company’s Executive Board dated 10 April 2018 (the 2018 EB Resolution);

(i) a copy of the certificate of the Company Secretary and the Chairman of the Company’s Executive Board confirming the resolutions of the Executive Board taken at a meeting held on 30 August 2001 (the 2001 EB Resolution);

(j) a copy of the certificate of the Company Secretary dated 5 April 2018 confirming the resolution of the Supervisory Board dated 13 December 2017 (the SB Resolution and, together with the 2018 EB Resolution and the 2001 EB Resolution, the Resolutions);

(k) a copy of a power of attorney of the Company dated 6 September 2012 appointing E. Beije as general attorney of the Company (the Power of Attorney).

The Indenture is referred to as the Opinion Document.

We have not examined any other agreement, deed or document entered into by or affecting the Company or any other corporate records of the Company and have not made any other inquiry concerning it.

3. We assume:

(a) the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals and the completeness and conformity to originals of all documents submitted to us as copies;

(b) that the documents referred to in paragraph 2 above were at their date, and have through the date hereof remained, accurate and in full force and effect and that the Opinion Document have through the date hereof remained in existence in the form in which they were presented to us;

(c) that the Deed of Incorporation of the Company is a valid notarial deed (authentieke akte), the contents thereof complied with the statutory requirements at the date of incorporation and there were no defects in the incorporation of the Company (not appearing on the face of the Deed of Incorporation) on the basis of which a court might dissolve the Company or deem it never to have existed;

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(d) that the Company has its centre of main interests (within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (the Regulation)) within the Netherlands and that the Company has not been subjected to any one or more of the insolvency and winding-up proceedings listed in Annex A to the Regulation in any EU Member State other than the Netherlands;

(e) that the Company has not been dissolved (ontbonden), granted a moratorium (surseance verleend), or declared bankrupt (failliet verklaard) (although not constituting conclusive evidence thereof, this assumption is supported by (a) the contents of the Excerpt, (b) an online search in the central insolvency register today and (c) information obtained by telephone today from the insolvency office (afdeling insolventie) of the court in The Hague);

(f) that the resolutions contained in the documents referred to in paragraph 2 have been made with due observance of the provisions of the Articles relating to the convening of meetings and the making of resolutions (although not constituting conclusive evidence thereof, failure to observe such provisions is not apparent on the face thereof) and that each factual confirmation and statement in those resolutions (including any confirmation or statement on conflict of interest (tegenstrijdig belang)) is correct; and

(g) that any law, other than Dutch law, which may apply to the Opinion Document or the Securities (or any transactions contemplated thereby) or to any power of attorney issued by the Company would not be such as to affect any conclusion stated in this opinion.

4. This opinion is limited to the laws of the Netherlands currently in force (unpublished case law not included), excluding tax law and competition or procurement laws. Any references in this opinion to ‘the Netherlands’ or ‘Dutch’ are references to the European part of the Kingdom of the Netherlands.

We express no opinion as to matters of fact. We assume that there are no facts not disclosed to us would affect the conclusions in this opinion.

This opinion is limited to the Opinion Document and does not relate to any other agreement or matter. Nothing in this opinion should be taken as expressing an opinion in respect of any representation, warranty or other statement contained in the Opinion Document.

5. Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

(a) Status

The Company is duly incorporated, and is validly existing as a public company with limited liability (naamloze vennootschap) under Dutch law.

(b) Powers and authority

The Company has the corporate power and authority to issue the Securities and perform its obligations thereunder and to enter into and perform the obligations expressed to be assumed by it under the Opinion Document and has taken all necessary corporate action to authorise the execution of the Opinion Document and the issue and performance of the Securities.

(c) Due execution

The Opinion Document and the Securities have been duly executed by the Company.

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6. This opinion is subject to the following qualifications:

(a) This opinion is limited by (i) all bankruptcy (faillissement), suspension of payments (surseance van betaling), fraudulent conveyance (Actio Pauliana) or similar laws affecting creditors’ rights generally and (ii) any intervention, resolution or recovery measures described in Regulation (EU) No 806/2014 of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and Chapter 3a.2 of the FSA, any transfer measure (overdrachtsplan) described in Part 3.5.4A of the FSA or special measures (bijzondere maatregelen) described in Chapter 6 of the FSA.

(b) Any provision in the Opinion Document pursuant to which monies or goods are to be held in trust by one party for another party or are to be segregated from the other assets of the party concerned (or provisions having a similar intended effect) may not be enforceable in the Netherlands.

(c) Under Dutch law, each power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, granted by the Company in the Opinion Document or the Securities or elsewhere will terminate by force of law and without notice, upon bankruptcy of the Company and will cease to have effect upon the Company having been granted a moratorium. This qualification will also apply to the extent that the appointment by the Company of a process agent were to be deemed to constitute a power of attorney or a mandate.

7. In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not always be identical to the concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. This opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this opinion and all rights, obligations or liability in relation to it are governed by Dutch law and that any action or claim in relation to it can only be brought exclusively before the courts of Amsterdam, the Netherlands.

8. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 6-K dated 11 April 2017 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours sincerely,

Allen & Overy LLP

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EX-8.1

Exhibit 8.1

	53rd at Third
	885 Third Avenue
	New York, New York 10022-4834
	Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	Rome
	Frankfurt	San Diego
	Hamburg	San Francisco
April 11, 2018	Hong Kong	Seoul
	Houston	Shanghai
Aegon N.V.	London	Silicon Valley
Aegonplein 50	Los Angeles	Singapore
P.O. Box 85	Madrid	Tokyo
2501 CB The Hague	Milan	Washington, D.C.
The Netherlands

Re: 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 of Aegon N.V.

Ladies and Gentlemen:

We have acted as special United States tax counsel to Aegon N.V., a limited liability public company (the “Company”), in connection with the issuance of $800,000,000 aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 (the “Notes”), under an indenture dated October 11, 2001 among the Company, AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by a ninth supplemental indenture, dated as of the date hereof, and pursuant to a registration statement on Form F-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2017 (Registration No. 333-220276) (as so filed and amended, the “Registration Statement”), a base prospectus, dated August 31, 2017, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a final prospectus supplement, dated April 4, 2018 filed with the Commission pursuant to Rule 424(b) under the Act on April 6, 2018 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement, dated April 4, 2018 between the underwriters named therein and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.

The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Prospectus with respect to the Notes. In addition, in our capacity as special United States tax counsel, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate. In our examination, we have assumed the accuracy of all information provided to us.

April 11, 2018

Page 2

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Prospectus, we hereby confirm that the statements in the Prospectus, under the caption “Taxation in the United States,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, are the opinion of Latham & Watkins LLP as to the material United States federal income tax consequences of an investment in the Notes.

No opinion is expressed as to any matter not discussed herein.

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws or the laws of any state or any other jurisdiction, or as to any other matters of municipal law or the laws of any local agencies within any state.

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters. Our opinion is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not affect the conclusions stated in this opinion. Any variation or difference in the facts from those set forth in the Prospectus or any other documents we reviewed in connection with the transactions referenced in the first paragraph or otherwise relied on by us as described above may affect the conclusions stated herein.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 6-K dated April 11, 2017 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Latham & Watkins LLP

EX-8.2

Exhibit 8.2

Aegon N.V. Aegonplein 50 PO Box 85 2501 CB The Hague The Netherlands Allen & Overy LLP Apollolaan 15 1077 AB Amsterdam The Netherlands   PO Box 75440 1070 AK Amsterdam The Netherlands   Tel+31 20 674 1000 Fax+31 20 674 1111

Amsterdam,	11 April 2018
Our ref	0042338-0000595 AMCO:9899600.1

Aegon N.V. - $800,000,000 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048

Ladies and Gentlemen:

We have acted as legal counsel on matters of Netherlands tax law for Aegon N.V., a company incorporated under the laws of the Netherlands (the Issuer), in connection with the preparation of the Prospectus Supplement dated 4 April 2018 (the Prospectus Supplement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), on 4 April 2018, of which the base prospectus dated 31 August 2017 (the Prospectus) forms a part. The Prospectus Supplement and Prospectus have been filed with the Commission as part of the Issuer’s registration statement on Form F-3, as amended (file no. 333- 220276), declared effective on 31 August 2017 (the Registration Statement). The Registration Statement, Prospectus and Prospectus Supplement relate to the registration under the Securities Act of an aggregate principal amount of $800,000,000 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048 (the Subordinated Notes).

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

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

Very truly yours,

Allen & Overy LLP

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

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