Amendment No. 4 to Guarantee Agreement between AEGON N.V. and Transamerica Finance Corporation

Summary

This amendment updates the terms of a guarantee by AEGON N.V. for notes issued by Transamerica Finance Corporation under a $3.25 billion commercial paper program. The amendment clarifies the guarantee's duration, stating it covers notes issued from August 1, 2000, to December 31, 2002, and remains effective until all related payments are made. The guarantee can be renewed at AEGON's discretion, and it will automatically end for future notes if Transamerica is no longer affiliated with AEGON. All other terms of the original guarantee remain unchanged.

EX-10.8 3 transam023908_ex10-8.txt AMENDMENT NO. 4 TO GUARANTEE EXHIBIT 10.8 [LOGO] AEGON AMENDMENT NO 4. TO GUARANTEE By: AEGON N.V. (THE "GUARANTOR") WHEREAS (A) Under the terms of that certain Guarantee dated August 1, 2000 renewed by Amendment No. 1 to Guarantee, dated November 23, 2000 (the "GUARANTEE") executed by the Guarantor, the Guarantor has previously agreed to guarantee unconditionally and irrevocably all payments of principal, premium (if any) and interest (if any) due in respect of the notes issued during the term of the Guarantee as part of the USD 3,250,000,000 commercial paper program (the "NOTES") of Transamerica Finance Corporation (the "ISSUER"). (B) The Guarantor desires to amend the Guarantee in certain respects. NOW THIS AMENDMENT NO. 4 TO GUARANTEE WITNESSES AND IT IS HEREBY DECLARED AS FOLLOWS: 1. The third paragraph of the text of the Guarantee shall be amended and replaced, to read in its entirety as follows: The Guarantee shall extend to all Notes issued by the Issuer for the period from August 1, 2000 until December 31, 2002 (the "DURATION"). The Guarantee shall continue in full force and effect until all principal, premium and interest (including any additional amounts required to be paid in accordance with the Notes) and all other monies payable in respect of each Note issued by the Issuer during the Duration of this Guarantee have been paid. The Guarantee may be renewed, in Guarantor's sole discretion, for a specified duration in order to continue to serve in full force and effect for Notes issued by the Issuer after the Duration of this Guarantee. Renewal of the Guarantee will require an amendment to this Guarantee to be issued by the Guarantor on or before December 15, 2002. In the event that the Issuer is no longer an affiliated company of Guarantor, this Guarantee shall automatically terminate and be of no force or effect with respect to all Notes issued subsequent to such event. Any such termination of this Guarantee shall not affect the rights of any holders of Notes issued during the Duration while the Issuer was an affiliated company of Guarantor. 2. This Amendment No. 4 to Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions, except to authorization and execution by or on behalf of the Guarantor which are required to be governed by the laws of The Netherlands. 3. Except as amended hereby, the Guarantee remains in full force and effect. Any subsequent references to the Guarantee shall mean the Guarantee as amended hereby. The Hague, June 14, 2002 AEGON N.V. By: /s/ J.B.M. Streppel ---------------------------- Name: J.B.M. Streppel Title: Member Executive Board KKN/TA CP