exv4w01



 





Exhibit 4.01




AEGON USA Investment Management, LLC




2002 Long-Term Incentive Plan




1. Premise.




     The purpose of the AEGON USA Investment Management, LLC. Long-Term Incentive Plan (the “Plan”)
is to reward key employees of the AEGON USA Investment Division (the “Investment Division”) who
contribute to performance of the Investment Division.



2. Term.




     The period beginning January 1, 2002 and ending December 31, 2004.



3. Participants.




     Employees recommended by Investment Division Senior Management and approved by the Chief
Investment Officer (“CIO”) shall be designated as participants (“Participant”) in the Plan. An
employee must be actively employed as of the first business day of the Term in order to be eligible
for participation. The CIO may approve exceptions to this in his sole discretion.



4. Awards.




     4.1. Participation Levels. Participation levels shall be determined by the CIO. A
Participant’s participation level is the percentage of his or her base salary at the beginning of
the Plan Term. The CIO reserves the discretion to admit participants during the Plan year; the
participant’s base salary at the time of admittance will be used to calculate any award’s due.



     4.2. Eligibility for the Award. No Participant has any vested rights in the Plan and must be
actively employed at the end of the Plan Term or have terminated employment by reason of death,
disability or normal retirement to be eligible for an award under the Plan. Disability will be
determined by the CIO in accordance with the determination of such Participant as disabled under
the long-term disability plan of AEGON USA, Inc. (the “Company”). Normal Retirement shall occur on
or after the normal retirement date of an employee under the Company’s pension or retirement plan.
Except as provided above, prior to that time, no Participant shall have any vested rights to an
award under the Plan unless the CIO determines in his sole discretion that it is in the best
interest of the Investment Division to do so.



     4.3. Team, Divisional and Individual Goals. Awards will be based on the average of the
Participant’s Short-Term Incentive Compensation Plan (“STIC”) results (expressed as a percentage
relative to the STIC target) for each of the three years constituting the Plan term. Awards will be
calculated in accordance with the attached example, “Exhibit A.” A Participant’s three-year
average Performance Factor must be .50 or above to receive an award.




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     4.4. Payment upon Death, Disability, Termination. A Participant who has died, retired, or
become disabled during the Plan Term shall be eligible to receive a partial award under the Plan,
based on the portion of the Plan Term completed prior to such event. In addition, a Participant
who otherwise terminates employment prior to the end of the Term and who the CIO has approved as
eligible for an award shall be eligible to receive a partial award under the Plan, based on the
portion of the Plan Term completed prior to his termination.



     In the event the Participant has died, payment will be made to his named beneficiary, or if
none, his/her spouse, if living, otherwise his children in equal shares, otherwise his/her estate.



     4.5. Form and Time of Payment. Payment of the total award for which a Participant is eligible
under the Plan shall be made one-half in cash and one-half in the AEGON NV stock at the market
price at the close of the first business day of the Plan Term.



     Payment will be made to the Participant as soon as possible after the end of the Plan Term,
but payment may be made to a terminated vested participant at such time as the CIO determines.



5. Forfeiture of an Award.




     A participant loses rights to any unpaid amount if such participant is determined by the CIO
to have, (1) within two years after the earlier of the (i) termination of employment with the
Company or a subsidiary or (ii) the expiration of the Plan Term, used information obtained through
such participant’s employment with the Company or a subsidiary to knowingly cause or attempt to
cause competitive damage to the Company or subsidiary or (2) either before or after termination of
employment with the Company or a subsidiary, committed a felony or misdemeanor against the Company
or a subsidiary thereof.



6. Administration.




     The Plan shall be administered by the CIO. The CIO shall determine all questions of
interpretation and application of the Plan, including determination of whether the goals set forth
on Exhibit A are met, whether a Participant is eligible for an award or whether an award is to be
paid or forfeited under the Plan.



7. Extraordinary Events Affecting the Company.




     In the event of a merger, sale of assets, sale of stock, consolidation, corporate
reorganization or any other extraordinary event affecting the Company or any of its subsidiaries,
the CIO will use his best efforts to make any appropriate determinations and adjustments it
considers necessary to preserve substantially the rights and benefits of Participants and
beneficiaries.



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8. Miscellaneous Provisions.




     8.1. Non-Transferability. A Participant may not assign, sell, encumber, transfer or otherwise
dispose of any rights or interests under the Plan and any attempted disposition shall be null and
void. Payments will be made only to a Participant or a beneficiary entitled to receive the payment
or to the Participant’s or beneficiary’s authorized legal representative. Deposit of any sum in
any financial institution to the credit of any Participant or of any beneficiary shall constitute
payment to the Participant or beneficiary.



     8.2. No Employment Right. Neither this Plan nor any action taken under the Plan will be
construed as giving any individual any right to be retained as an officer or employee of the
Company or any of its subsidiaries.



     8.3. Tax Withholding. Either the Company or a subsidiary, as appropriate, shall have the
right to deduct from any payment made from the Plan any federal, state, local or employment taxes
which it deems are required by law to be withheld. In the case of payments in AEGON NV stock, the
Participant or beneficiary receiving the stock may be required to pay to the Company or a
subsidiary an amount required to be withheld with respect to the payment of such AEGON NV stock.
At the request of a Participant or beneficiary, or as required by law, any sums required for the
payment of any estimated or accrued income tax liability may be withheld and paid over to the
governmental entity entitled to receive the same.



     8.4. Government and Other Regulations. The obligation of AEGON USA Investment Management, LLC
or the Company to make payment on account of Awards is subject to all applicable laws and
regulations and to any approvals by government agencies as may be required. Some AEGON NV stock
paid may in certain circumstances be exempt from registration under the Securities Act of 1933 and
the Company may restrict its transfer in any manner as it deems advisable to ensure an exempt
status.



     8.5. Governing Law. All matters relating to this Plan or to Awards granted by the Plan will
be governed by the laws of the State of Iowa without regard to the principles of conflict of laws.



     8.6. Gender. The masculine gender, where appearing in the Plan, will be deemed to include the
feminine gender, and the singular may include the plural, unless the content clearly indicates the
contrary.



     8.7. Amendment and Termination. Nothing in this Plan shall be deemed to create any rights of
participation of any employee. The CIO may, in his sole discretion, terminate, suspend or amend
this Plan at any time or from time to time, in whole or in part, retroactively or prospectively,
without any liability to any Participant.



     8.8. Relationship to Other Benefits. No payment or prospective payment under this Plan shall
be taken into account in determining any benefits under any other pension, retirement, profit
sharing or group insurance plan of the Company or any subsidiary of the Company, unless
specifically so provided in such other plan. Payments or prospective payments under this Plan



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shall be in addition to any payments to which the Participant is entitled under the AEGON USA
Investment Division Short-Term Incentive Compensation Plan.




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Exhibit A

2002




AEGON USA Investment Management, LLC Long-Term Incentive Plan




	 	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	Base Salary

	 	=
	 	Base salary at inception of Plan
	 
	 	 	 	 
	LTIC Target %

	 	=
	 	The % of base salary specified as the
participation level for the participant by
the CIO
	 
	 	 	 	 
	Target Award

	 	=
	 	The amount calculated by
multiplying base
salary by LTIC Target %
	 
	 	 	 	 
	Minimum Award

	 	=
	 	The amount calculated by multiplying base
salary by (LTIC Target % * .50).
Objectives must be met at a minimum level in
order to receive the minimum award.
	 
	 	 	 	 
	Maximum Award

	 	=
	 	The amount calculated by multiplying base
salary by (LTIC Target % * 1.50). This is
the maximum award possible.
	 
	 	 	 	 
	Performance Factor

	 	=
	 	The factor calculated from evaluating annual
STIC objectives with desired end results for
the plan year.
	 
	 	 	 	 
	Share Price

	 	=
	 	The closing price of AEGON N.V. common stock
on the New York Stock Exchange at the close
of the first business day of the plan.
	 
	 	 	 	 
	Shares

	 	=
	 	Shares of common stock of AEGON N.V.
	 
	 	 	 	 
	Award Payment

	 	=
	 	50% of award will be paid in cash; 50% of
award will be paid in whole shares






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Sample Calculation – Total Award




	 	 	 	 	 
	Base Salary
	 	$	100,000	 
	LTIC Target %
	 	 	20	%
	Target Award
	 	$	20,000	 
	Minimum Award
	 	$	10,000	 
	Maximum Award
	 	$	30,000	 
	2002 Performance Factor
	 	 	120.23	%
	2003 Performance Factor
	 	 	100.00	%
	2004 Performance Factor
	 	 	115.15	%
	AEGON nv common stock
Price at 1/2/2002
	 	$	26.94	 






	 	 	 	 	 	 	 	 	 
	PF1 + PF2 + PF3 

	 	=
	 	120.23% + 100.00% + 115.15%
	 	=
	 	335.38 = 111.79%
	 

	 	 	 	 
	 	 	 	 
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               1. Award Payout Breakdown

($20,000 * 111.79%) * 50% = $11,179 cash

($20,000 * 111.79%) * 50% = $11,179/$26.94 = 414 shares AEGON N.V. common stock



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