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
