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                                                                     EXHIBIT 4.3

                    PREFERRED SHARES VOTING RIGHTS AGREEMENT

THIS VOTING RIGHTS AGREEMENT (the "Agreement") is dated 26 May 2003 and entered
into between:

1.   AEGON N.V., a public company, having its seat in The Hague and its office
     address at AEGONplein 50, 2591 TV The Hague (the "Company"); and

2.   Vereniging AEGON, an association, having its seat in The Hague and its
     office address at AEGONplein 50, 2591 TV The Hague (the "Association").

The parties referred to in 1 and 2 above shall be jointly referred to herein as
the "Parties" and each as a "Party".



RECITALS:

(A)  The articles of association of the Company were last amended by notarial
     deed dated 26 May 2003, pursuant to a resolution to that effect adopted by
     the general meeting of shareholders of the Company on 9 May 2003 (the "2003
     Amendment").

(B)  The Association currently holds 171,974,055 common shares and 211,680,000
     preferred shares A in the capital of the Company, representing
     approximately 33% of its total voting capital (excluding shares the Company
     holds in treasury). In addition, the Association holds conditional option
     rights to have new class B preferred shares of the Company issued to it
     under certain circumstances, pursuant to clause 10 of that certain Merger
     Agreement between the Company and the Association dated 18 October 1983 (as
     last amended on the date of this Agreement). The nominal value of each
     common share is EUR 0.12; the nominal value of each preferred share is EUR
     0.25.

(C)  Clauses 4.1, 4.2 and 4.3 of the Recapitalization Agreement between the
     Parties dated 23 September 2002 (the "Recapitalization Agreement")
     stipulate that, subject to the implementation of certain changes in the
     Company's corporate governance, the financial rights attached to the
     preferred shares outstanding on 23 September 2002 shall be concentrated in
     a lesser number of preferred shares such that, on the basis of the market
     prices of the Company's common shares on or about 23 September 2002, the
     voting rights/value ratio of the preferred shares remaining outstanding
     shall approximate the voting rights/value ratio of the common shares.

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(D)  The changes in the Company's corporate governance mandated under the
     Recapitalization Agreement are included principally in the 2003 Amendment,
     but such changes imply that the reduction of the voting rights of the
     preferred shares outstanding on 23 September 2002 shall not apply under all
     circumstances.

(E)  In connection with the foregoing, the 2003 Amendment provides for (i) the
     conversion of the 440,000,000 preferred shares outstanding on 23 September
     2002, with an aggregate nominal value of EUR 52,800,000 (equal to EUR 0.12
     nominal value per preferred share) into 211,680,000 class A preferred
     shares with an aggregate nominal value of EUR 52,920,000 (equal to EUR 0.25
     nominal value per class A preferred share); and (ii) special provisions
     regarding the exercise of the voting rights attached to preferred shares of
     the Company (including, but not limited to, the class A preferred shares).
     As a result of the conversion of preferred shares into class A preferred
     shares, the average amount paid in on each class A preferred share is EUR
     10, which equals the price per common share realized by the Association and
     the Company in their respective sales of common shares on 23 September
     2002.

(F)  The aforementioned special provisions regarding the exercise of the voting
     rights attached to preferred shares of the Company (regarding class A
     preferred shares as well as class B preferred shares) are set forth in new
     article 41.1 of the articles of association of the Company, introduced by
     the 2003 Amendment, which reads as follows:

              "Each Share confers the right to cast one vote.
              However, a holder of Preferred Shares shall be entitled, instead
              of casting one vote per Preferred Share, to cast such number of
              votes as shall equal the number of Preferred Shares it holds
              multiplied by twenty-five-twelfths (25/12), provided that any
              resulting fraction of a vote shall be disregarded. Each holder of
              Preferred Shares shall file a written statement setting forth its
              policy for exercising the full voting rights attached to the
              Preferred Shares, and any subsequent change to such policy, at the
              offices of the Company and shall give notice of any such filing in
              the manner set forth in Article 43. If, with respect to a
              particular vote at any General Meeting of Shareholders, a holder
              of Preferred Shares intends to exercise the full voting rights
              attached to its Preferred Shares, it will inform the meeting of
              such intention prior to the vote being taken."

(G)  The Association and the Company have agreed that the voting policy of the
     Association as holder of Preferred Shares as referred to in article 41.1 of
     the articles of association of the Company, shall be set forth in this
     Agreement.

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NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   EXERCISE OF VOTING RIGHTS OF PREFERRED SHARES

1.1  Except to the extent otherwise provided herein, the Association shall be
     authorized to exercise one vote only per preferred share for all preferred
     shares in the capital of the Company it shall hold from time to time (the
     "Preferred Shares" and each a "Preferred Share").

1.2  The Association reserves the right to exercise the full voting power
     granted to the Preferred Shares under article 41.1 of the articles of
     association of the Company (the "Full Voting Power") if a "Special Cause"
     (as referred to in clause 1.3) has occurred.

1.3  As "Special Causes" may be regarded:

     (a)  the launch or other commencement by any person or a group of persons
          of, or an approach, notice or announcement regarding the intention by
          any person or group of persons to launch or otherwise commence, a
          tender offer, exchange offer or other bona fide offer (any such offer
          a "Tender Offer") to acquire directly or indirectly shares in the
          capital of the Company, which Tender Offer the Executive Board and the
          Supervisory Board of the Company have not explicitly and unequivocally
          supported publicly by press release or otherwise and which, if such
          Tender Offer succeeds, would or could result in the person or group of
          persons having a 15%-Interest (as defined in sub-clause (d) below);

     (b)  a formal proposal or offer, or a notice or announcement regarding the
          intention to make a proposal or offer, by any person or group of
          persons to effect a merger or any other form of business combination
          directly or indirectly involving the Company or to acquire directly or
          indirectly all or a substantial part of the assets of the Company and
          its subsidiaries taken as a whole (any such proposal or offer a
          "Business Combination Proposal"), which Business Combination Proposal
          the Executive Board and the Supervisory Board of the Company have not
          explicitly and unequivocally supported publicly by press release or
          otherwise, whether such Business Combination Proposal is made to the
          Company, to holders of shares in the capital of the Company or to any
          subsidiary of the Company;

     (c)  the filing by any person or group of persons of any application or
          notification with any anti-trust, insurance or other regulatory
          authority in any jurisdiction in relation to or contemplation of any
          present or future Tender Offer or Business Combination Proposal

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          which the Executive Board and the Supervisory Board of the Company
          have not explicitly and unequivocally supported publicly by press
          release or otherwise;

     (d)  any person or group of persons (other than the Association), including
          affiliates or associates of such person or the members of such group
          of persons, except with the explicit and unequivocal approval of both
          the Executive Board and Supervisory Board of the Company, having
          acquired, alone or together with others, an interest in the Company
          (whether through the ownership of voting shares of the Company, powers
          of attorney, agreements or other coordinated action or otherwise) as
          confers the right to exercise 15% or more of the votes which can be
          exercised on one of more resolutions proposed at any general meeting
          of shareholders of the Company (a "15%-Interest"), or of any other
          circumstance on the basis of which the Association or the Company
          reasonably believes that a person or a group of persons referred to
          above has acquired, can acquire or intends to acquire a 15%-Interest;
          or

     (e)  any other circumstance in which, in the opinion of the Association,
          the Association not exercising the Full Voting Power would seriously
          harm the interests of the Company and the business connected with it.

     For the purpose of the provisions in this clause 1.3, the term "shares in
     the capital of the Company" shall be understood to include all options on
     shares and rights convertible into shares, depositary receipts of shares
     and options thereon or rights convertible therein, participation
     certificates, profit certificates and all other forms of rights which,
     directly or indirectly, whether or not conditional, give or can give the
     rights to shares or other entitlement to the capital of the Company, issued
     from time to time by or with the cooperation of the Company.

1.4  Prior to the Association using its right to exercise the Full Voting Power
     based on the foregoing, it shall announce the same in the general meeting
     of shareholders, which announcement shall include a statement with respect
     to the Special Cause which caused the exercise of the Full Voting Power.
     The Association shall no longer make use of its right arising from a
     particular Special Cause to exercise the Full Voting Power if 6 months have
     lapsed after, with respect to the Special Cause concerned, the
     aforementioned announcement in the general meeting of shareholders of the
     Company was made.

1.5  The Association may elect, after a Special Cause has occurred or commenced,
     to regard any related subsequent circumstance as a new Special Cause. In
     that case the Association will make a new announcement in the general
     meeting of shareholders of the Company in accordance with the provision in
     Clause 1.2.

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1.6  The Executive Committee of the Association shall determine in its sole
     discretion whether and when an event or circumstance shall be regarded as a
     Special Cause.

2.   GOVERNING LAW; RESOLUTION OF DISPUTES

2.1  This Agreement shall be governed and construed in accordance with the laws
     of the Netherlands (without regard to Dutch rules relating to conflicts of
     laws).

2.2  The Parties shall use their best endeavours to settle any dispute with
     respect to arising under this Agreement in an amicable way. In the event
     conciliation fails, all disputes in connection with this Agreement or any
     further agreements with respect to the subject matter hereof shall be
     submitted to the exclusive jurisdiction of a competent court of the
     Netherlands.

3.   MISCELLANEOUS

3.1  This Agreement may be amended only by a written instrument signed by all
     Parties; provided that this Agreement can be amended on the part of the
     Company only pursuant to a resolution of the executive board which has been
     approved by the supervisory board and the general meeting of shareholders
     of the Company. No provisions of this Agreement may be extended or waived
     orally, but only by a written instrument signed by the Party against whom
     enforcement of such extension or waiver is sought.

3.2  This Agreement shall constitute the written policy of the Association with
     respect to the exercise of the Full Voting Power pursuant to article 41.1
     of the articles of association of the Company. This Agreement shall be
     publicly disclosed in the manner prescribed in the articles of association
     of the Company and made available at the office of the Company for
     inspection by shareholders.

3.3  The governing language of this Agreement shall be the Dutch language and
     all notices and other communications hereunder shall be in Dutch.

3.4  The Parties agree and acknowledge that upon execution of this Agreement
     clauses 4.1, 4.2 and 4.3 of the Recapitalization Agreement are hereby
     cancelled.

3.5  If any one or more of the provisions of this Agreement or any portion
     thereof shall be held to be invalid, illegal or unenforceable in any
     respect, such invalidity, illegality or

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     unenforceability shall not affect or impair the validity, legality and
     enforceability of any other provision contained herein. The Parties agree
     that each of them shall negotiate in good faith to replace any such
     invalid, illegal or unenforceable provision(s) (or such portions thereof)
     with valid, legal and enforceable provision(s) that preserve as closely as
     possible the economic effect intended by the invalid, illegal or
     unenforceable provision(s).

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
on the date indicated in the heading of the Agreement.

(Signatures)

/s/ J.B.M. Streppel                          /s/ P.P. Kohnstamm
-----------------------------                -----------------------------
AEGON N.V.                                   Vereniging AEGON
Signed by:  J.B.M. Streppel                  Signed by:  P.P. Kohnstamm