Long Term Incentive Schemes



The deferred bonus scheme approved for the 2009- 2011 three-year period provides for the award of a basic monetary bonus to be paid after three years from grant according to a variable amount equal to a percentage ranging from 0 to 170% of the amount established for the target performance in relation to the performances based on EBITDA results, achieved in a three-year period as approved by the Board of Directors.

The following table sets out the basic bonus awarded in the year 2009 to the CEO and to the General Managers of Eni's Divisions, and the total amount awarded to the Company's managers with strategic responsibilities.

(thousand euro)

Name		Deferred bonus awarded
Paolo Scaroni	CEO and General Manager of Eni	787
Claudio Descalzi	COO of the E&P Division	340
Domenico Dispenza	COO of the G&P Division	350
Angelo Caridi	COO of the R&M Division	307
Other managers with strategic responsibilities (a)		1,612
(a) No. 8 managers.

With reference to Eni Board of Directors' resolution not to implement the Eni stock option Plan for 2009 and the relevant commitment to the CEO of adopting an alternative incentive scheme with the same financial effectiveness, has been approved a new long term monetary incentive plan in behalf of CEO to replace and compensate the Eni stock option Plan for 2009, whose value and characteristics are comparable with those of the former plan.
Performance conditions of this plan are set in terms of variation of the Adjusted Net Profit + Depletion Depreciation & Amortization (DD&A) measured on 2009-2011 three-year period and compared, in relative terms, to that of the other six largest international oil companies for market capitalization.
The amount of incentive assigned in 2009 is 2.716.391 euros and it'll be paid in 2012, after a three-year vesting period, in a percentage ranging from 0 to 130% of the amount assigned in 2009 in relation to the performance achieved in the reference three-year period.

For 2009, the Eni’s Board of Directors, resolved to eliminate the Eni Stock Option Plan.

Pursuant to Article 78 of Consob Decision No. 11971 of May 14, 1999 and to its subsequent modifications, in the table below are specified namely the stock option assigned to the CEO as well as to General Division Managers and in aggregate form, to the other managers with strategic responsibilities, in application of the stock-based Long-term Incentive Plans implemented from 2002 to 2008.

The rights to purchase shares (stock option) of Eni or its subsidiaries exercisable after three years from the date of assignment and awarded.

		P. Scaroni (b)	C. Descalzi (d)	D. Dispenza		A. Caridi
Options outstanding at the beginning of the period:
- number of options		2,587,500	264,000	380,000	142,000 (c)	150,500	122,000 (d)	1,671,000	80,500(e)
- average exercise price	(€)	23.767	24.009	24.142	4.399	22.534	21.098	23.660	21.545
- average maturity in months		55	55	56	54	65	48	56	48
Options granted during the period:
- number of options
- average exercise price	(€)
- average maturity in months
Options exercised at the end of the period:
- number of options									35,600(e)
- average exercise price	(€)								17.519
- average market price at date of exercise	(€)								22.264
Options expired during the period:
- number of options		360,930	40,280	64,925			14,700 (d)	233,995	8,900 (e)
- average exercise price	(€)	23.100	23.100	23.100			17.519	23.100	17.519
- average market price at date of exercise	(€)	14.079	14.079	14.079			12.240	14.079	12.240
Options outstanding at the end of the period:
- number of options		2,226,570	223,720	315,075	142,000 (c)	150,500	107,300 (d)	1,437,005	36,000(e)
- average exercise price	(€)	23.875	24.173	24.357	4.399	22.534	21.588	23.751	26.521
- average maturity in months		45	46	46	42	53	36	46	43

(a) No. 8 managers.
(b) The assignments to the CEO have been integrated in 2007 with a monetary incentive to be paid after three years in relation to the performance of Eni shares, equal to 80,500 options with a strike price of €27.451. Relating to the attribution of this incentive for 2006, equal to 96,000 options with a strike price of €23.100, the conditions for its payment were not fulfilled, since the price of Eni shares resulted lower than the exercise-price at the end of the three-year vesting period.
(c) Options on Snam Rete Gas shares: assigned by the company to Domenico Dispenza who held the position of Chairman of Snam Rete Gas until December 23, 2005.
(d) Options on Saipem shares: assigned by the company to Angelo Caridi who held the position of CEO of Snamprogetti until August 2, 2007.
(e) Options on Saipem shares.

Informational documents relative to Compensation Plans based on financial instruments, as required by Article 84-bis of Consob resolution 11971/99, are published. Each informational document will remain available on the Company’s website for the whole duration of the Plan.