E.ON AG
07/25/2008  14:31 h
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  Purpose 2007 Corporate Governance Report Declaration of Compliance Corporate Governance System Board of Management Supervisory Board Directors´ Dealings Share-Based Payment   Overview Stock Appreciation Rights program Share Performance-Plan     Performance Rights Tranche Measurement Outstanding Performance Rights     Code of Ethics Articles of Association

E.ON AG Share Performance Rights

In 2007, virtual shares ("Performance Rights") from the second tranche of the E.ON Share Performance Plan were granted. For the first time, certain members of senior management were also granted Performance Rights alongside top management. 

At the end of its three-year term, each Performance Right is entitled to a cash payout linked to the final E.ON share price established at that time. The amount of the payout is also linked to the relative performance of the E.ON share price in comparison with the benchmark index Dow Jones STOXX Utilities Index (Total Return EUR). The amount paid out is equal to the target value of this compensation component if the E.ON share price at the end of the term is equal to the initial price at the beginning of the term and the performance matches that of the benchmark. The maximum amount to be paid out to each participant per Performance Right is limited to three times the original target value on the grant date. 60-day average prices are used to determine the initial price, the final price and the relative performance, in order to mitigatethe effects of incidental, short-lived price movements.

The calculation of the amount to be paid out takes place at the same time for all plan participants with effect on the last day of the term of the tranche. If the performance of the E.ON share matches that of the index, the amount paid out is not adjusted; the final share price is paid out. However, if the E.ON share outperforms the index, the amount paid out is increased proportionally. If, on the other hand, the E.ON share underperforms the index, disproportionate deductions are made. In the case of underperformance by 20 percent or more, no payment at all takes place.

The plan contains adjustment mechanisms to eliminate the effect of events such as interim corporate actions. Accordingly, to compensate for the economic effects of the special dividend payment of May 5, 2006, capital adjustment factors were established for the first tranche.

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