Exhibit 4.9



 Exhibit 4.9 
  
 The undersigned: 
  
 1. The limited company AEGON N.V. established in The Hague (hereinafter referred to as: “AEGON”), represented for this purpose by Mr. M. Tabaksblat, in his
capacity of Chairman of and acting on behalf of the Supervisory Board”. 
  
 and 
  
 2. J.G. van der Werf, residing in Doorn, 
  
 hereinafter referred to as: “Executive”. 
  
 WHEREAS: 
  
 On January 1, 1982 the Executive entered the employment of a company now belonging to the group of companies of which AEGON is the holding
company; 
  
 at its meeting on March 7, 2002 the Supervisory Board of AEGON,
having heard the General Meeting of Shareholders of AEGON on April 18, 2002 , decided to appoint the Executive as a member of the Executive Board of AEGON, which appointment entered into force on April 18, 2002; 
  
 the parties, thereby superseding previous agreements, wish to lay down the conditions which
apply to their relationship; 
  
 DECLARE TO HAVE AGREED AS FOLLOWS: 
  
 Article 1 - Position 
  

	1.1	The Executive is a member of the Executive Board of AEGON effective April 18, 2002. 

  

	1.2	The Executive undertakes the obligation to perform as a good Executive and to act or to omit acts as appropriate. As a member of the Executive Board the Executive has the
obligations which have been or will be imposed by law, by the articles of incorporation of AEGON and in the regulations referred to in article 2. The Executive shall dedicate himself and his energy entirely to promote the interests of AEGON.


  

	1.3	If the Executive is serving as a supervisory director of another company on the basis of his position as a member of the Executive Board (so-called “qq supervisory
directorship”), or if the Executive is employed in any other position pursuant to his membership of the Executive Board (so-called “qq-positions”), he shall instruct to pay the income derived from this into the treasury of AEGON,
unless the Chairman of the Supervisory Board decides otherwise. The Executive shall not suffer any tax loss as a result. 

  
 Article 2 - Applicable general regulations 
  

	2.1	As a member of the Executive Board, the “Executive Board Rules” apply to the Executive, as these Rules shall be determined from time to time. The above-mentioned









 Rules contain, inter alia, provisions relating to the prohibition against trading on inside information
and an arrangement relating to restrictions imposed on private investments. 
  

	2.2	In the case of any infringement of the above-mentioned Rules by the Executive, AEGON shall be entitled, depending on the circumstances of the case, to terminate the employment
agreement between the parties immediately for urgent cause. 

  

	2.3	The prior approval of the Chairman of the Supervisory Board is required for any loans provided to the Executive by AEGON N.V. or by any of its subsidiaries.


  
 Article 3 - Duration of the
agreement 
  

	3.1	The date of entry into the employment is the aforementioned date of January 1, 1982. 

  

	3.2	The employment agreement has been entered into for an indefinite period of time. 

  

	3.3	The agreement terminates automatically, without requiring any notice, in the year in which the Executive reaches the age of 62, at the end of the month in which the annual General
Meeting of Shareholders is held in that year. 

  
 Article 4 - Notice 
  

	4.1	The agreement can be terminated by either of the parties, taking into account a period of notice of three months for the Executive and six months for AEGON, at the end of the month.
If it is his intention to terminate the employment agreement with AEGON, the Executive shall inform the Chairman of the Executive Board in good time before giving notice of termination. 

  

	4.2	The agreement can be terminated with immediate effect at any time without taking into account a period of notice, if there is an urgent cause as described in the Articles 7:678 and
7:679 of the Dutch Civil Code. 

  

	4.3	On the effective date of termination of the employment agreement, the Executive shall put his qq-supervisory directorship and qq- positions, as referred to in Article 1.3 of this
agreement, at the disposal of AEGON. 

  
 Article 5 - Income 
  

	5.1	The Executive receives a basic salary as per January 1, 2004 of EUR 563,750 gross per annum. This is inclusive a holiday allowance of 8% and a so-called thirteenth month and will be
paid annually in twelve equal monthly amounts. 

  

	5.2	The base salary will be adapted in accordance with the general salary rounds applicable for the AEGON Nederland office employees. At regular intervals, but at least once a year, the
Supervisory Board will consider whether there are reasons to further adapt the base salaries of the members of the Executive Board. 

  

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	5.3	The Executive has a right to Short-Term and Long-Term Incentive Plans insofar as these are being determined from time to time by the Supervisory Board. 

  

	5.4	In so far as the present employment agreement does not expressly provide otherwise, AEGON’s secondary employment conditions are applicable, as these conditions are laid down
from time to time for AEGON Nederland office employees. 

  
 Article 6 - Expenses and company car 
  

	6.1	AEGON pays an expense allowance of currently EUR 350 net per month for representation and general costs such in pursuance of the “Memo regarding the arrangement of expense
allowances’, as determined for AEGON Executives from time to time, the last time on December 18, 1997. 

  

	6.2	The expenses incurred by the Executive in the execution of his business tasks not covered by the monthly allowance as mentioned in Article 6.1 are reimbursed by AEGON on receipt of
supporting vouchers in accordance with the “Guidelines for business expenses”, as determined for members of the Executive Board from time to time, for the last time on December 18, 1997. AEGON shall pay the costs related to a fax machine
to be installed at the private home of the Executive. 

  

	6.3	AEGON provides the Executive with a company car in accordance with the User’s Arrangement, established from time to time for the members of the Executive Board.


  
 Article 7 - Holiday

  

	7.1	The Executive is entitled to 31 days paid leave per year. 

  

	7.2	When taking up his leave days, the Executive shall consult with the other members of the Executive Board, and shall take into account the interests of AEGON.


  
 Article 8 - Disability

  

	8.1	In the event of disability of the Executive, the parties shall apply the relevant provisions in the collective bargaining agreement for the Insurance Industry with regard to
payments in case of disability, as arranged in the collective bargaining agreement from time to time. To calculate the amount of the monthly supplement during the relevant period, the general salary rounds as referred to in Article 5.2 are taken
into account, as well as in addition to the basic salary the holiday allowance and the thirteenth month. Contrary to the provisions in the collective bargaining agreement, the entitlement to incentive arrangements ceases to exist at the end of the
first year of disability. The AEGON Nederland secondary employment conditions for office employees shall apply and shall be adapted in accordance with standard practices. 

  

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 Article 9 - Retirement 
  

	9.1	The Executive declares that he is in agreement with the pension arrangement of AEGON laid down in the “Pension arrangement for members of the Executive Board” dated
January 1, 1992, with accompanying amendments and the additional “Pension Letter” dated October 6, 1998. The parties mutually declare that they will observe the obligations arising from this. 

  
 Article 10 - Early retirement and non-activity
arrangement 
  

	10.1	Taking into account the interests of the company, the Supervisory Board may decide to “early retire” the Executive, and make him non-active, from the first day of the
month following the month in which the annual General Meeting of Shareholders is held in the year in which the Executive reaches the age of 60. The Executive can also inform the Supervisory Board of his wish to retire early and become non-active on
the above-mentioned date. The Supervisory Board has decided to grant such a request. During the period of non-activity, which will continue no later than the date of retirement, the Executive retains the right to the base salary he last received
while in active service, as well as the holiday allowance and thirteenth month. Ordinary adaptations made during the period of non-activity, which apply to the active members of the Executive Board, shall also apply to the Executive, However, any
rights to incentive arrangements and to a fixed expense allowance lapse on the date that the period of non- activity commences. The entitlement to a company car expires on the same date. The pension arrangement which was in force during the
Executive’s last active period continues to apply as though the Executive were still in active service. The AEGON Nederland secondary employment conditions for office employees shall apply as these conditions apply in general for AEGON
Nederland office employees in case of early retirement. 

  

	10.2	The Executive and the Chairman of the Supervisory Board respectively shall be informed not later than one year in advance of the intention of early retirement and non-activity.


  

	10.3	The Rules referred to in Section 2 of this agreement remain in force during the period of non-activity. Consequently it is, inter alia, agreed that only upon having received the
consent in writing from the chairman of the Supervisory Board, the Executive shall be permitted to be employed or to do business for his own account or to hold an office or carry out a function or perform services for a third party in return for a
financial reward or a reward to be valued in terms of money, not including giving lectures and publishing. The written consent for new activities shall state whether the proceeds from such activities shall have to be turned over to AEGON.


  
 Article 11 - Severance
arrangement in the event of termination in connection with a merger, takeover or fundamental changes  
  

	11.1	In the event notice of termination of this agreement is given by AEGON in connection with a merger or takeover, AEGON will pay the Executive, at the end of the employment agreement,
compensation for damages, equal to three years’ base salary. 

  

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	11.2	However, the compensation for damages shall never amount to more than the base salary which the Executive would have enjoyed if the employment agreement had continued until his
retirement from the time of the termination of the employment agreement, assuming that on the basis of the provision of Article 10, recourse would have been taken to the possibility of the Executive’s early retirement and becoming non-active
from the earliest possible date referred to in Article 10.1. 

  
 Article 12 - Restraint of Competition 
  

	12.1	If: 

  

	 	•	 	the employment agreement is terminated on the Executive’s initiative, or 

  


	 	•	 	the employment agreement is terminated on the initiative of AEGON, and this initiative is taken in a situation in which the Executive is liable to pay damages
(“schadeplichtig”), 

  
 the Executive
undertakes for a period of one year following the effective date of termination of the employment agreement, not to be employed or involved in any way, directly or indirectly, either for his own account or for the account of others, in or by any
company which carries on activities in a field that is similar to, or in any other way in competing with the activities of the AEGON concern, nor to act as an intermediary thereby in any way, either directly or indirectly. This restraint of
competition applies worldwide for the period indicated. Following a written request with regard to a specific activity or involvement, the Supervisory Board can grant the Executive exemption. Such exemption is valid between the parties only if it
has been granted in writing in a registered letter sent to the Executive, signed by the Chairman on behalf of the Supervisory Board. 
  
 Article 13 - Previous agreements / Arbitrage 
  

	13.1	This agreement supersedes all previous agreements and takes their place. After this agreement has been signed, AEGON and the Executive can no longer derive any rights from
agreements which have been superseded herewith. 

  

	13.1	Any disputes arising in connection with this agreement, or further agreements resulting thereof, shall be finally settled in accordance with the Rules of the Netherlands Arbitration
Institute in Rotterdam. The Arbitration Tribunal shall be composed of three arbiters. The place of arbitration shall be The Hague. 

  
 Agreed and signed in duplicate as amended and signed in The Hague on December, 31, 2004. 
  

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	 AEGON

	 	 the Executive


	 M. Tabaksblat
	 	 J.G. van der Werf


  
 “This agreement has been agreed
upon and drawn up and signed in the Dutch language. In case of a difference between the Dutch version and a translation thereof in another language, the Dutch version prevails”. 
  

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