More on the Aegon Stopper:

Added 8/30/2009: A subsequent post explains the argument supporting a mandatory payment on the Aegon hybrids for the 4 quarters subsequent to a payment to the Dutch state on its Junior Securities in May 2009:

Nail on the Head for Aegon Mandatory Payment Event?

I came up with another stopper provision that may be applicable to Aegon who wants to buy back some of the securities tied to the government bailout. This is food for thought. I am working fast on this so I am prone to making an error or two. I have highlighted the relevant part:

" A Mandatory Payment Event occurs if:

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we declare, pay or distribute a dividend or make a payment (other than a dividend in the form of Common Shares) on any of our Junior Securities or make a payment on a Junior Guarantee;




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any of our subsidiaries or any corporate body, partnership or cooperative in which we have a direct or indirect financial, commercial or contractual majority interest, which we refer to as an "Undertaking", declares, pays or distributes a dividend on any security issued by it benefiting from a Junior Guarantee or makes a payment (other than a dividend in the form of Common Shares) on any security issued by it benefiting from a Junior Guarantee;




•

we or any of our subsidiaries or Undertakings redeems, purchases or otherwise acquires for any consideration any of our Junior Securities, Parity Securities or securities issued by any of our subsidiaries or Undertakings benefiting from a Junior Guarantee or Parity Guarantee, other than:




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by conversion into or in exchange for our Common Shares;




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in connection with transactions effected by or for the account of our customers or customers of any of our subsidiaries or in connection with the distribution, trading or market-making activities in respect of those securities;

S-22

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in connection with our satisfaction of our, or the satisfaction by any of our subsidiaries of its, obligations under any of our employee benefit plans or similar arrangements with or for the benefit of employees, officers, directors or consultants of AEGON;




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as a result of a reclassification of us or any of our subsidiaries or the exchange or conversion of one class or series of capital stock for another class or series of capital stock; or




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the purchase of fractional interests in shares of our capital stock or the capital stock of any of our subsidiaries pursuant to the conversion or exchange provisions of that capital stock (or the security being converted or exchanged); or




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any moneys are paid to or made available for a sinking fund or for redemption of any Junior Securities, Parity Securities or any securities issued by any of our subsidiaries or Undertakings benefiting from a Junior Guarantee or Parity Guarantee;

• PAGE S-22 OF AEB PROSPECTUS: http://www.sec.gov/Archives/edgar/data/769218/000104746905027219/a2165248z424b5.htm

SEE WSJ.com on AEG's intention to buy back securities.