AEGON - Annual Report 2004


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REMUNERATION OF ACTIVE AND RETIRED MEMBERS OF THE EXECUTIVE BOARD
Amounts in EUR thousands		Performance related
	Salary	Cash2	Shares3	Total	Pension	Total
2004
D.J. Shepard	8041	1,8784	188	2,066	226	3,096
J.B.M. Streppel	6685	144	144	288	227	1,183
J.G. van der Werf	5665	144	144	288	192	1,046
A.R. Wynaendts	5665	102	102	204	192	962
TOTAL FOR ACTIVE MEMBERS	2,604	2,268	578	2,846	837	6,287
P. van de Geijn (pro rata for the year 2003)		241		241		241
TOTAL	2,604	2,509	578	3,087	837	6,528

2003
D.J. Shepard	8841	1,2074		1,207	229	2,320
J.B.M. Streppel	6525	0		0	221	873
J.G. van der Werf	5525	0		0	187	739
A.R. Wynaendts (as of April 17, 2003)	3805	0		0	129	509
TOTAL FOR ACTIVE MEMBERS	2,468	1,207		1,207	766	4,441
P. van de Geijn (up to October 31, 2003)	4205	0		0	143	563
TOTAL	2,888	1,207		1,207	909	5,004

2002
D.J. Shepard	1,0561	992		992	287	2,335
P. van de Geijn	4955	215		215	49	759
J.B.M. Streppel	4955	215		215	49	759
J.G. van der Werf	3645				36	400
TOTAL FOR ACTIVE MEMBERS	2,410	1,422		1,422	421	4,253
K.J. Storm (up to June 30, 2002)	328	291		291	1,500	2,119
TOTAL	2,738	1,713		1,713	1,921	6,372

1	Mr. Shepard earns a salary of USD 1 million.
2	Under the 2003 as well as the 2002 Short Term Incentive plan, Mr. Shepard may be entitled to receive USD 50,000 per percentage point increase in the preceding year s earnings per share. The other members of the Executive Board may be entitled to receive EUR 32,432 over 2003 and EUR 31,765 over 2002 per percentage point increase in the preceding year s earnings per share in excess of the rate of European inflation as indicated by the European Central Bank. All bonuses have a maximum ceiling of 150% of the relevant year s salary. As of the STI-plan 2003, Executive Board members can opt for payment in cash or in shares. No bonuses were paid in 2003 relating to 2002.
3	All the members of the Executive Board have opted for payment of half of the cash value of their 2003 STI bonus in AEGON N.V. common shares, which shares are restricted (non-transferable) for a period of three years. The number of shares for each member was: Mr. Shepard 16,143, Mr. Streppel 12,409, Mr. Van der Werf 12,409 and Mr. Wynaendts 8,771. After the three-year holding period, the Executive Board members will be entitled to bonus shares, provided that they are still employed by AEGON. The number of bonus shares will be calculated through performance based matching, on the basis of earnings per share growth over inflation in the preceding three years, i.e. 2004, 2005 and 2006. The number of bonus shares can vary from 0% to 100% of the number of shares shown in front of this.
4	In addition to the Short Term Incentive plan, Mr. Shepard earned a short-term incentive for the period until April 18, 2002 related to the earnings increase of AEGON USA in 2002, which was paid in 2003. As of April 18, 2002, Mr. Shepard is entitled to an annual incentive equal to 0.1% of the net income of AEGON N.V., for the first time for the financial year 2002 (paid in 2003). The relevant amounts have been paid in US dollars and are recognized above in euro against the weighted average exchange rate.
5	Base salary including increase from Dutch collective labor agreement, the employee profit sharing bonus (for 2004 and 2002 only) as well as a tax deferred employee savings scheme.

In accordance with the 2004-2006 Long Term Incentive plan, AEGON common shares and options were conditionally granted in December 2004 over the year 2004 to each of the Executive Board members, which following the plan criteria will not vest until 2006 and are conditional upon the attainment of the agreed performance. The numbers of these performance shares and performance options are:


	Shares	Options
D.J. Shepard	35,767	71,534
J.B.M. Streppel	16,661	33,322
J.G. van der Werf	14,106	28,212
A.R. Wynaendts	14,106	28,212
TOTAL	80,640	161,280



STOCK OPTIONS INCLUDING STOCK APPRECIATION RIGHTS AND INTERESTS IN AEGON N.V. HELD BY ACTIVE MEMBERS OF THE EXECUTIVE BOARD
Stock options Balance at January 1	Exercise price EUR	Granted	Exercise price EUR	Lapsed	Date	Market price EUR	Stock options Balance at December 31	Exercise price EUR	Shares held in AEGON at December 31
D.J. Shepard
200,000	46.95			200,000
200,000	34.50			0			200,000	34.50
100,000	34.84			0			100,000	34.84
50,0001	26.70			0			50,0001	26.70
		50,0001	10.56	0			50,0001	10.56	316,669
J.B.M. Streppel
40,0001	46.95			40,000
40,000	34.50			0			40,000	34.50
100,000	34.84			0			100,000	34.84
50,0001	26.70			0			50,0001	26.70
		50,0001	10.56	0			50,0001	10.56	12,953
J.G. van der Werf
48,0001	46.95			48,000
48,000	34.50			0			48,000	34.50
50,000	34.84			0			50,000	34.84
50,0001	26.70			0			50,0001	26.70
		50,0001	10.56	0			50,0001	10.56	134,552
A.R. Wynaendts
36,0001	46.95			36,000
20,0001	34.50			0			20,0001	34.50
16,0001	34.50			0			16,0001	34.50
20,0001	34.84			0			20,0001	34.84
15,0001	34.84			0			15,0001	34.84
40,0001	26.70			0			40,0001	26.70
50,0001,2	6.30			0			50,0001	6.30
		50,0001	10.56	0			50,0001	10.56	9,155

1	Stock appreciation rights. For a description refer to page X.
2	The stock appreciation rights were granted before becoming a member of the Executive Board.

The criteria for the number of stock appreciation rights or stock option rights to be offered to the members of the Executive Board under the LTI plan in force until December 31, 2003 are as follows:
1	Comparison of the AEGON share price with the share prices of a peer group of nine financial companies (ABN Amro, AIG, Allianz, AXA, Fortis, Generali, ING, Prudential PLC, and Zurich). The comparison is based on the share price performance over the preceding three years.
2	Should the AEGON share price performance achieve a top three position, each Executive Board member would receive 200,000 rights. Should this share price performance finish in the middle group (of four companies), each Executive Board member would earn 100,000 rights. Should the share price performance rank in the bottom group (three companies), 50,000 rights would be granted.
3	If there is no increase in earnings per share, no rights will be granted.
At the end of the plan term it was determined that the average AEGON share price performance compared with those of the peer group (based on the share price performance over 2001, 2002 and 2003) ranked in the bottom group, as a result of which each Executive Board member received 50,000 SARs in 2004.
At the balance sheet date, the following members of the Executive Board had loans with AEGON or any AEGON related company: Mr. Streppel had a 5% mortgage loan of EUR 680,700, Mr. Van der Werf had a mortgage loan of EUR 1,240,000 at a 2.85% floating rate at year-end and Mr. Wynaendts had two mortgage loans totaling EUR 635,292, with interest rates of 3.9% and 4.1% respectively. In accordance with the terms of these contracts, no principal repayments were received on these loans in 2004. The terms of these loans have not been amended.

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