Prospectus supplement US007924AH66 - Aegon

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.
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