EXHIBIT 10.2
[LOGO] AEGON
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AMENDMENT NO 5. TO GUARANTEE
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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. 5 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 June 30, 2003
(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 June 15, 2003. 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. 5 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, December 13, 2002
AEGON, N.V.
By: /s/ J.B.M. Streppel
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Name: J.B.M. Streppel
Title: Member Executive Board
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