EXHIBIT 10.4


[LOGO] AEGON
       INSURANCE GROUP


                          AMENDMENT NO 3. 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 and the
         Amendment No. 2 to Guarantee, dated June 15, 2001 (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
         4,500,000,000 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. 3 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, 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 June 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. 3 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 14, 2001

                                        AEGON N.V.


                                        By:    /s/ C.M. van Katwijk
                                            ---------------------------------
                                        Name:  C.M. van Katwijk
                                        Title: Senior Vice President and Group
                                               Treasurer


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