<PAGE>

                                                                     EXHIBIT 4.2

                            [FRONT OF CERTIFICATE]

ORDINARY SHARES

EUR 0.12 NOMINAL VALUE


INCORPORATED UNDER THE LAWS                                CUSIP 007924 10 3
OF THE NETHERLANDS CORPORATE
     SEAT IN THE HAGUE                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                  AEGON N.V.

THIS CERTIFIES THAT



IS THE OWNER OF


               FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF

AEGON N.V. (herein called the "Corporation") transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
the surrender of this Certificate properly endorsed.
     This Certificate and the shares represented hereby are subject to all
terms, conditions and limitations of the Articles of Incorporation of the
Corporation and to the limitation set forth in the next succeeding paragraph
hereof to all of which the holder of this Certificate assents by acceptance
hereof.  The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof, and the qualifications, limitations or restrictions of such preferences
and/or rights.  Dividends declared but not claimed within five years after the
due date will be credited to the Corporation.
     The rights of the holder hereof and all successors and assigns are further
subject to the limitation that in the event of a rights offering to all holders
of the Ordinary Shares of the Corporation which is not registered under the
Securities Act of 1933,  AEGON N.V. shall have the right, and the Corporation is
hereby irrevocably given all necessary power and authority to, sell the rights
to which the holder hereof is entitled, in such manner as the Executive Board of
the Corporation shall determine, and shall remit the proceeds of such sale to
the person registered as the holder hereof on the books of the Corporation on
the record date for determining holders entitled to such rights.
     This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
     Witness the facsimile signature of the Corporation's duly authorized
officers.

Dated
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                           [REVERSE OF CERTIFICATE]

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                         <C>
TEN COM   - as tenants in common            UNIF GIFT MIN ACT -  ..........Custodian..........
TEN ENT   - as tenants by the entireties                         (Cust)                (Minor)
                                                                 under Uniform Gifts to Minors
JT TEN    - as joint tenants with right
            of survivorship and not as                           Act..................
            tenants in common                                             (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

     For value received, ............................hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
                                        ........................................
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 ................................................................................
Please print or typewrite name and address including postal zip code of assignee

 ................................................................................

 ................................................................................

 ..........................................................................Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
 ................................................................................

 ................................................................................
Attorney to transfer the said shares on the books of the within-named
Corporation with full Power of substitution in the premises.
Dated,..............................

                                     ...........................................


                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of the Certificate, in every
                                     particular, without alteration or
                                     enlargement, or any change whatever.

                                     If the endorsement be executed by an
                                     attorney, executor, administrator, trustee
                                     or guardian, the person executing the
                                     endorsement must give his full title in
                                     such capacity and proper evidence of
                                     authority to act in such capacity, if not
                                     on file with the Registrar and Transfer
                                     Agent, must be forwarded with this
                                     certificate.

                                     All endorsements or assignments of
                                     certificates must be guaranteed by a member
                                     of a Medallion Signature Program approved
                                     by the Securities Transfer Association Inc.