Prospectus supplement US007924AH66 - Aegon

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Redemption ................. We may, at our option, redeem the senior notes in whole at any time or in part from time to time prior to maturity as described under ‘‘Description of the Senior Notes—Redemption’’ on page S-14 of this prospectus supplement. Form and denomination, settlement and clearance .............. The senior notes will be issued in registered form in denominations of $1,000 and integral multiples of $1,000. The senior notes will be represented by one or more global certificates in fully registered, book-entry form without interest coupons (the ‘‘Global Securities’’). They will be deposited with the Trustee as custodian for The Depository Trust Company (‘‘DTC’’), and registered in the name of Cede & Co. or another nominee designated by DTC, except in limited circumstances. The senior notes will be accepted for clearance by DTC, Euroclear, and Clearstream, Luxembourg. The initial distribution of the senior notes will be cleared through DTC only. Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream. Owners of beneficial interests in the senior notes will receive all payments relating to their senior notes in U.S. dollars. Use of proceeds .............. We intend to use the net proceeds of this offering for general corporate purposes, including repayment of short-term indebtedness. Selling Restrictions . ........... The offering and sale of the senior notes are subject to all applicable selling restrictions. See ‘‘Underwriting.’’ Governing Law . .............. The senior notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York. Trustee . .................... The Bank of New York Mellon Trust Company, N.A. Address: 2 North LaSalle Street, Suite 1020, Chicago, IL 60602 Attention: Global Corporate Trust S-3
RISK FACTORS Your investment in the senior notes entails risks. You should carefully consider the risk factors below, as well as the other information contained in this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, including AEGON N.V.’s annual report on Form 20-F for the year ended December 31, 2008 and the risk factors described therein beginning on page 7 thereof, before investing in the senior notes. We are not prohibited from issuing further debt. There is no restriction on the amount of debt we may issue that ranks equally with the senior notes. The issuance of any such debt may reduce the amount recoverable by you in the event of a liquidation or bankruptcy. In particular, we may from time to time, without the consent of the holders of a series of notes, create and issue one or more additional series of debt securities through the accompanying prospectus or create and issue further notes of the same series having the same terms and conditions in all respects as the applicable notes being offered hereby, except for the issue date, the issue price and the first payment of interest thereon. See ‘‘Description of the Senior Notes—Further Issues’’ on Page S-13 of this prospectus supplement. In addition, we may issue additional debt or guarantees, including pursuant to our $6 billion Program for the Issuance of Debt Instruments or our $4.5 billion U.S. and Euro Commercial Paper Programs. Because AEGON N.V. is a holding company and conducts substantially all of its operations through subsidiaries, your rights to receive payments under the senior notes is structurally subordinated to the liabilities of our subsidiaries, including obligations to policy holders. AEGON N.V. is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. The ability of AEGON N.V. to meet its financial obligations is dependent upon the availability of cash flows from our domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. The subsidiaries of AEGON N.V. are separate and distinct legal entities, and have no obligation to pay any amounts due on the senior notes or to provide us with funds for its payment obligations. Our right to receive any assets of any of our subsidiaries, as an equity holder of such subsidiaries, upon their liquidation or reorganization, and therefore the right of the holders of the senior notes to participate in those assets through the senior notes, will be effectively subordinated to the claims of that subsidiary’s creditors, including obligations to policyholders. The senior notes do not restrict the ability of our subsidiaries to incur additional indebtedness or other liabilities. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. The senior notes will rank below any of our secured debt. The senior notes will be senior unsecured obligations of AEGON N.V. and will rank equal in right of payment to all of our other existing and future senior unsecured indebtedness. The senior notes will be subordinated to all of our existing and future secured indebtedness to the extent of the assets securing that indebtedness. Further, the Indenture does not limit our ability to create additional indebtedness or to secure any such indebtedness with additional assets. If AEGON N.V. incurs additional indebtedness and secures such indebtedness with its assets, your rights to receive payments under the senior notes will be subordinated to the rights of the holders of such future secured indebtedness. S-4
Page 1 and 2: IMPORTANT NOTICE IMPORTANT: You mus
Page 3 and 4: TABLE OF CONTENTS Prospectus Supple
Page 5: OFFERING SUMMARY This summary may n
Page 9 and 10: USE OF PROCEEDS We estimate that th
Page 11 and 12: CAPITALIZATION The following table
Page 13 and 14: SELECTED HISTORICAL FINANCIAL DATA
Page 15 and 16: DESCRIPTION OF THE SENIOR NOTES The
Page 17 and 18: PAYMENT OF ADDITIONAL AMOUNTS If an
Page 19 and 20: So long as DTC, or its nominee, is
Page 21 and 22: General TAXATION IN THE NETHERLANDS
Page 23 and 24: esident or deemed to be a resident
Page 25 and 26: UNDERWRITING We intend to offer the
Page 27 and 28: (c) to fewer than 100 natural or le
Page 29 and 30: PROSPECTUS AEGON N.V. (a Netherland
Page 31 and 32: FORWARD-LOOKING STATEMENTS The stat
Page 33 and 34: WHERE YOU CAN FIND MORE INFORMATION
Page 35 and 36: A shareholder of a company incorpor
Page 37 and 38: ‘‘special cause,’’ such as
Page 39 and 40: eighteen months effective April 23,
Page 41 and 42: DESCRIPTION OF DEBT SECURITIES The
Page 43 and 44: AEGON N.V. will waive any right to
Page 45 and 46: eneficial interest in a security as
Page 47 and 48: either have been able to avoid the
Page 49 and 50: The limitations described above do
Page 51 and 52: Modification of the Indenture Under
Page 53 and 54: Enforceability of Rights; Governing
Page 55 and 56: time before a specified date. The r
Page 57 and 58:
(C) Investment institutions (fiscal
Page 59 and 60:
(iii) the holder is an individual a
Page 61 and 62:
which permanent establishment or a
Page 63 and 64:
TAXATION IN THE UNITED STATES This
Page 65 and 66:
The amount of any distribution paid
Page 67 and 68:
determine the amount of income accr
Page 69 and 70:
interest includes stated interest,
Page 71 and 72:
If a U.S. holder recognizes a loss
Page 73 and 74:
Sale, Exchange or Retirement of Sec
Page 75 and 76:
PLAN OF DISTRIBUTION We may sell th
Page 77:
10NOV200520071491 which is the pare
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Prospectus supplement US007924AH66 - Aegon

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