117 HEINEKEN N.V. ANNUAL REPORT 2008 27. Share-based payments - Long-Term Incentive Plan As from 1 January 2005 Heineken established a performance-based share plan (Long-Term Incentive Plan; LTIP) for the Executive Board. As from 1 January 2006 a similar LTIP was established for senior management. The Long-Term Incentive Plan for the Executive Board includes share rights, which are conditionally awarded to the Executive Board each year and are subject to Heineken's Relative Total Shareholder Return (RTSR) performance in comparison with the TSR performance of a selected peer group. The LTIP share rights conditionally awarded to senior management each year are for 25 per cent subject to Heineken's RTSR performance and for 75 per cent subject to internal performance conditions. At target performance, 100 per cent of the shares will vest. At maximum performance 150 per cent of the shares will vest. The performance period for share rights granted in 2006 was from 1 January 2006 to 31 December 2008. The performance period for share rights granted in 2007 is from 1 January 2007 to 31 December 2009. The performance period for share rights granted in 2008 is from 1 January 2008 to 31 December 2010. The vesting date for the Executive Board is within five business days, and for senior management the latest of 1 April and 20 business days, after the publication of the annual results of 2008, 2009 and 2010 respectively. As Heineken N.V. will fulfil the tax payment obligations related to vesting on behalf of the individual employees, the amount of Heineken N.V. shares to be received by the Executive Board and senior management will be a net amount. 1 he terms and conditions of the share rights granted are as follows: G ant date/employees entitled Number* Based on share price Vesting conditions Contractual life of rights S iare rights granted to E <ecutive Board in 2006 S iare rights granted to s nior management in 2006 iare rights granted to E ;ecutive Board in 2007 i tare rights granted to senior r anagement in 2007 S iare rights granted to Executive E tard in 2008 S iare rights granted to senior r anagement in 2008 Continued service and 40,049 26.78 RTSR performance 3 years Continued service, 75% internal performance conditions and 352,098 26.78 25% RTSR performance 3 years Continued service and 32,265 36.03 RTSR performance 3 years Continued service, 75% internal performance conditions and 281,400 36.03 25% RTSR performance 3 years Continued service and 26,288 44.22 RTSR performance 3 years Continued service, 75% internal performance conditions and 263,958 44.22 25% RTSR performance 3 years 996,058 he number of shares is based on target performance.

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