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EXHIBIT 4.01
AEGON USA INVESTMENT MANAGEMENT, INC.
2001 LONG-TERM INCENTIVE PLAN
1.
PREMISE
The purpose of the AEGON USA Investment
Management, Inc. 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, 2001 and
ending December 31, 2003.
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.
4.
AWARDS
4.1
Participation Levels
The participation level shall be determined
by the CIO at the beginning of the
Plan Term. A Participant's participation
level is the percentage of his or her
base salary at the beginning of the Plan
Term unless otherwise determined by the
CIO in his sole discretion.
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.
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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.
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
