Remuneration


Remuneration of active and retired members of the Executive Board

Amounts in EUR thousands

Short Term Periodic payments

Pension premiums

Total

Performance related

Salary

Other 3

Cash 4

Shares 5

2007

Donald J. Shepard

731 1

1,545

4,292

252

256

7,076

Joseph B.M. Streppel

721 2

14

542

194

184

1,655

Alexander R. Wynaendts

676 2

14

717

137

172

1,716

TOTAL

2,128

1,573

5,551

583

612

10,447

2006

Donald J. Shepard

796 1

1,219

4,059

277

6,351

Joseph B.M. Streppel

679 2

16

475

220

1,390

Alexander R. Wynaendts

575 2

164

602

186

1,527

Johan G. van der Werf 6

575 2

13

697

186

1,471

Total

2,625

1,412

5,833

869

10,739

2005

Donald J. Shepard

803 1

223

2,998

270

4,294

Joseph B.M. Streppel

679 2

14

469

217

1,379

Alexander R. Wynaendts

575 2

180

568

183

1,506

Johan G. van der Werf 6

575 2

11

552

184

1,322

Total

2,632

428

4,587

854

8,501

  1. Mr. Shepard earns a salary of USD 1 million.
  2. Includes base salary, the customary employee profit sharing bonus, as well as a tax deferred employee savings scheme.
  3. Other periodic payments are additional remuneration elements, including social security contributions borne by the Group. For Mr. Shepard, the Group has also borne expenses and non-monetary benefits which are provided in his employment agreement with AEGON. These benefits include compensation to the extent that the total actual annual taxation on his total income exceeds the taxation if he were only subject to U.S. taxes, personal life insurance and tax planning. The 2007 and 2006 amounts are affected by the expiration of a tax ruling as a result of which employer and employee pension contributions are no longer tax deferred in the Netherlands. For Mr. Wynaendts, the amount also includes compensation for relocation and cost of living related to his temporary secondment to AEGON USA in 2005 and 2006.
  4. In accordance with the provisions of the Short-Term Incentive (STI) Plan for the years 2004, 2005 and 2006, it was established that the value of new business of the Group and of the relevant country units for those years was positive. Accordingly, operating earnings were calculated and established per area of responsibility. After adoption of the 2004, 2005 and 2006 annual accounts by the shareholders, the disclosed STI cash bonuses for the years 2004, 2005 and 2006 were paid in 2005, 2006 and 2007 respectively. In addition to the STI plan, Mr. Shepard is entitled to a short-term incentive bonus equal to 0.1% of the net income of AEGON N.V. according to the adopted accounts. The amount included in the table for 2007 is based on net income over 2006 as reported in the 2006 IFRS financial statements. The amount included in the table for 2006 is based on net income over 2005 as reported in the 2005 IFRS financial statements. The amount included in the table for 2005 is based on net income as reported in our 2004 financial statements which were prepared in accordance with Dutch accounting principles.
  5. In accordance with the elections made by the Executive Board members under the terms of the 2003 STI plan, the Executive Board received bonus shares in April 2007. The number of bonus shares varied from 0 to 100% of the number of shares paid in 2003, calculated through performance based matching, on the basis of earnings per share growth over inflation over the years 2004, 2005 and 2006. The number of shares for each member was: Mr. Shepard 16,143; Mr. Streppel 12,409; and Mr. Wynaendts 8,771. These have been converted using the share price of EUR 15.61 at April 25, 2007.
  6. Mr. Van der Werf resigned from AEGON’s Executive Board at January 1, 2007 after being appointed to the Group’s Management Board. Effective January 21, 2008, Mr. Van der Werf has stepped down as Chief Executive Officer of AEGON The Netherlands.

2007 variable compensation

Amounts in EUR

STI amount 2007

(due in 2008) 1

LTI amount 2007

(due in 2008) 1

Executive Board member

Donald J. Shepard

609,516

730,834

Joseph B.M. Streppel

237,500

237,500

Alexander R. Wynaendts

301,000

270,000

  1. Variable compensation for the 2007 financial year will be paid after adoption of the Group’s financial statements on April 24, 2008. The STI will be paid in cash. The LTI will be paid in the form of conditionally granted AEGON shares.

The two tables below show the number of shares and options conditionally granted based on LTI plans that existed prior to 2007.

Total overview of conditionally granted shares

Grant date

Number of shares per January 1, 2007

Number of shares granted in 2007

Number of shares vested in 2007

Number of shares expired/ forfeited in 2007

Number of shares per December 31, 2007

Reference period

Donald J. Shepard

23-Apr-04

35,767

35,767

2004 – 2006

22-Apr-05

38,542

38,542 1

2005 – 2007

26-Apr-06

26,213

26,213   

2006 – 2008

Joseph B.M. Streppel

23-Apr-04

16,661

16,661

2004 – 2006

22-Apr-05

20,169

20,169 1

2005 – 2007

26-Apr-06

13,909

13,909   

2006 – 2008

Alexander R. Wynaendts

23-Apr-04

14,106

14,106

2004 – 2006

22-Apr-05

17,066

17,066 1

2005 – 2007

26-Apr-06

11,769

11,769   

2006 – 2008

Johan G. van der Werf

23-Apr-04

14,106

14,106

2004 – 2006

22-Apr-05

17,066

17,066 1

2005 – 2007

26-Apr-06

11,769

11,769   

2006 – 2008

  1. These shares will vest in 2008 at 100%.

Total overview of conditionally granted options

Grant date

Number of options per January 1, 2007

Number of options granted in 2007

Number of options vested in 2007

Number of options expired / forfeited in 2007

Number of options per December 31, 2007

Number of exercisable options

Exercise price

Reference period

Donald J. Shepard

23-Apr-04

71,534

71,534

–   

11.74

2004 – 2006

22-Apr-05

77,084

77,084 1

9.91

2005 – 2007

26-Apr-06

150,989

150,989   

14.55

2006 – 2008

Joseph B.M. Streppel

23-Apr-04

33,322

33,322

–   

11.74

2004 – 2006

22-Apr-05

40,338

40,338 1

9.91

2005 – 2007

26-Apr-06

80,115

80,115   

14.55

2006 – 2008

Alexander R. Wynaendts

23-Apr-04

28,212

28,212

–   

11.74

2004 – 2006

22-Apr-05

34,132

34,132 1

9.91

2005 – 2007

26-Apr-06

67,789

67,789   

14.55

2006 – 2008

Johan G. van der Werf

23-Apr-04

28,212

28,212

–   

11.74

2004 – 2006

22-Apr-05

34,132

34,132 1

9.91

2005 – 2007

26-Apr-06

67,789

67,789   

14.55

2006 – 2008

  1. These options will vest in 2008 at 100%.

The numbers of shares and options conditionally granted were based on the closing price on the day of the grant. This was also the exercise price of the options. The fair value information on the conditionally granted shares and options will be provided in the year when these vest.

Share appreciation rights and interests in AEGON N.V. held by active members of the Executive Board

Grant date

Number of rights per January 1, 2007

Number of rights granted in 2007

Number of rights exercised in 2007

Number of rights expired/ forfeited in 2007

Number of rights per December 31, 2007

Number of exercisable rights

Exercise

price

EUR

Shares held
in AEGON at December 31, 2007

Donald J. Shepard

10-Mar-02

50,000   

50,000   

50,000

26.70

16-Mar-04

50,000   

50,000   

50,000

10.56

346,323

Joseph B.M. Streppel

10-Mar-02

50,000   

50,000   

50,000

26.70

16-Mar-04

50,000   

50,000   

50,000

10.56

26,004

Alexander R. Wynaendts

10-Mar-02

40,000 1

40,000 1

40,000

26.70

10-Mar-03

50,000 1

50,000 1

50,000

6.30

16-Mar-04

50,000   

50,000   

50,000

10.56

18,317

  1. The share appreciation rights were granted before becoming a member of the Executive Board.

The above rights have been granted under the LTI plan in force until December 31, 2003. Details of the exercise period are provided in note 37. For each of the members of the Executive Board, the shares held in AEGON as shown in the above table do not exceed 1% of total outstanding share capital at the balance sheet date. 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 608,934; and Mr. Wynaendts had two mortgage loans totaling EUR 635,292, with interest rates of 4.1% and 4.4% respectively. In accordance with the terms of the contracts, no principal repayments were received on the loans in 2007. The terms of the board members’ loans have not been amended in 2007, with the exception of the interest rates for Mr. Wynaendts.

Severance payment arrangements

Termination of the employment contracts requires a three months notice period for the current members of the Executive Board. In the event of contract termination by AEGON, the company must adhere to a notice period of six months and, unless terminated for urgent cause, the member of the Executive Board would be entitled to a severance arrangement.

Under his Employment Agreement, Mr. Shepard shall be entitled to a specified amount of severance upon termination of his employment for reasons specified in the Employment Agreement. Under his Employment Agreement, Mr. Shepard shall be entitled to severance in the amount of three year’s base salary and the aggregate short-term incentive compensation he received during the three years prior to the termination in the event that Mr. Shepard’s employment is terminated (a) by AEGON other than for urgent cause, death, disability, voluntary resignation or retirement, (b) by AEGON in connection with a merger, take-over or fundamental changes of policy and related organizational amendments, or (c) by Mr. Shepard in the event that his responsibilities or position are diminished by such circumstances. Any such severance payments received by Mr. Shepard shall be taken into account in determining the amounts payable to him under his AEGON USA Supplemental Executive Retirement Plan (SERP). In addition, three additional years of service will be credited for the purpose of calculating his benefits under the SERP.

Mr. Streppel would be entitled to compensation according to the ‘Zwartkruis’ formula, which means that the severance payment would be calculated on the basis of and depending on age, years of service, functional level and the probability of finding an equivalent position. Mr. Wynaendts would be entitled to three years’ fixed salary, only in the case of termination in connection with a merger or take-over.

Remuneration of active and retired members of the Supervisory Board

in EUR

2007

2006

2005

Dudley G. Eustace

84,500

79,000

82,565

O. John Olcay

66,250

65,000

66,250

Irving W. Bailey, II

68,750

56,669

48,750

Antony Burgmans (as of April 25, 2007)

39,718

René Dahan

64,500

59,500

59,500

Shemaya Levy (as of April 21, 2005)

59,000

65,000

46,808

Karla M.H. Peijs (as of April 25, 2007)

30,718

Toni Rembe

57,000

60,000

60,000

Willem F.C. Stevens

71,750

73,000

74,750

Kornelis J. Storm

47,500

46,250

47,500

Leo M. van Wijk

48,750

47,500

48,750

Total for active members

638,436

551,919

534,873

Peter R. Voser (up to April 25, 2006)

15,138

54,000

Clifford Sobel (from April 25, 2006 up to July 17, 2006)

9,231

Morris Tabaksblat (up to April 21, 2005)

22,769

Total

638,436

576,288

611,642

Starting January 1, 2005, a three-components structure has been introduced for the remuneration of the Supervisory Board: (1) a base fee (for membership of the Supervisory Board); (2) an additional fee for membership of a Committee; and (3) an attendance fee for face-to-face Committee meetings.

Members of the Supervisory Board do not have any share options or share appreciation rights in AEGON N.V. at December 31, 2007.

Common shares held by Supervisory Board members

Shares held in AEGON at December 31

2007

2006

2005

Irving W. Bailey, II

29,759

29,759

29,759

René Dahan

25,000

25,000

25,000

Karla M.H. Peijs (as of April 25, 2007)

900

Toni Rembe

6,658

6,658

6,658

Kornelis J. Storm

276,479

276,479

276,479

Total

338,796

337,896

337,896

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