Remuneration

The remuneration of the chairman of the board of directors and non-executive directors is approved by the shareholders. The Shareholders' Meeting held on June 10, 2008 determined the annual compensation of the Chairman and of each Board member as follows:
- euro 265,000.00 for the Chairman;
- euro 115,000.00 for each Board member.
The Shareholders' Meeting also determined a variable compensation up to a maximum of euro 80,000.00 for the Chairman and euro 20,000.00 for each Board member to be paid in accordance with Eni's positioning as compared to the other seven major international oil companies for market capitalization in terms of total return to shareholders in the reference year.
The remuneration of executive directors is determined by the board on the recommendations of the Compensation Committee, and an evaluation by the Board of Statutory Auditors. Chairman and Chief Executive Officer compensation is made up of a fixed and a variable part. The variable part of compensation of the Chief Executive Officer as well as the variable part of the compensation of the General Managers of Division and other Managers with strategic responsibilities (managers that together with the CEO and the General Managers are permanent members of Eni's Management Committee) includes a long-term incentive plan. The variable part of the compensation of Chairman and Chief Executive Officer, as well as the variable part of the compensation of the General Managers of Division and other Managers with strategic responsibilities is related to the achievement of specific economic and operating objectives (profitability, efficiency, strategic projects) and share price objectives (Total Shareholder Return as compared to that achieved by a panel of major international oil companies).
The information regarding the compensations and participations in Eni S.p.A. and in Eni S.p.A.'s subsidiaries' share capital of Board members, Statutory Auditors, General Managers of Division and Managers with strategic responsibility, and the stock options and stock grants assigned to Board members, General Managers of Divisions and Managers with strategic responsibility are described in the Report on the corporate governance and in Note 31 to the consolidated financial statements of the Annual Report 2008.