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                                                                    EXHIBIT 4.10


Unofficial English Translation of:





                            SHARE PURCHASE AGREEMENT





                                     between

                          DEUTSCHE SHELL GMBH, HAMBURG



                   - hereinafter referred to as "the Vendor" -




                                       and

                               E.ON AG, DUSSELDORF

                 - hereinafter referred to as "the Purchaser" -


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Recital

The Vendor is entitled, on the basis of direct ownership, authority granted by
the owners, or ownership of a subsidiary company controlled by the Vendor to
dispose of 129,755,084 quasi no-par-value shares [Stuckaktien] to the value
of EURO 1,125,000,000.00, as detailed in SCHEDULE A, in the capital stock of
Ruhrgas -Aktiengesellschaft, with registered office in Essen (hereinafter
referred to as "Ruhrgas AG"). The capital stock of Ruhrgas AG comprises a total
of 44,000,000 quasi no-par-value shares [Stuckaktien].

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree as
follows:


                                   Section 1

                       Purchase and sale of Ruhrgas shares

1.       The Vendor hereby sells, with the exception of the shares sold to third
         parties in any first option procedure according to the provisions of
         Section 2, the Ruhrgas shares detailed in SCHEDULE A to the Purchaser,
         which so accepts, and undertakes to transfer the shares to the
         Purchaser or arrange their transfer by the respective owners on
         fulfillment of the performance conditions pursuant to Section 4. The
         Purchaser undertakes to accept such transfer.

2.       The purchase price comprises a fixed component and a variable amount
         (Increase Amount and dividend, as described in Section 1 par. 3). The
         total fixed amount for the shares specified in SCHEDULE A is EURO
         3,062,175,106.55 (EURO three billion sixty-two million one hundred and
         seventy-five thousand one hundred and six and 55/100).

3.       The fixed amount pursuant to Section 1 par. 2 shall be increased as
         from July 1, 2002 by 4% p.a. (30/360) until payment of the amount. For
         the purpose of this agreement, "payment" includes the advance payment
         pursuant to Section 1 par. 5, ranking first against the fixed amount,
         second against the variable amount, and third against interest, as from
         payment of the advance into the escrow account specified in that
         paragraph. From July 1, 2003 until performance, the purchase price
         shall in addition be increased


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         (if the market interest rate as defined hereinbelow for the purposes of
         this agreement is less than 4% p.a.) or decreased (if the market
         interest rate is higher than 4% p.a.), but solely with respect to the
         advance amount referred to in Section 1 par. 5, by any difference
         between a rate of 4% p.a. and the market interest rate prevailing at
         the time (3-month Euribor as at July 1, 2003 and the start of each
         subsequent calendar quarter, as determined by the Banking Federation of
         the European Union for value in two banking days as the 3-month
         Euribor quotation and published on Telerate Screen (248-249) or a
         similar source, or in the absence of such determination/publication,
         the most recently determined and published Euribor rate at the time in
         question). If all the required conditions for performance of this
         agreement have been fulfilled before October 15, 2002, the increase in
         the purchase price pursuant to sentence 1 shall end five business days
         after fulfillment of the final condition.

4.       Payment of the purchase price, as amended pursuant to Section 1 par.
         3, shall constitute full settlement of all profit drawing rights.
         In the event of any further dividends being paid by Ruhrgas AG on the
         Ruhrgas shares sold pursuant to Section 1 par. 1 subsequent to the
         signing of this agreement but before its performance, such dividends
         shall be subtracted from the variable amount pursuant to Section 1 par.
         3 sentence 4, which may become a negative amount if applicable.

5.       As per a written confirmation from Deutsche Bank AG, the Purchaser has
         made an advance payment on the purchase price, as agreed, on the day
         this agreement was signed, but prior to the placement of signatures,
         for EURO 1,900,000,000.00 (EURO one billion nine hundred million) into
         account No. 3940210 at Deutsche Bank AG, Dusseldorf. To that end, an
         "escrow agreement" was concluded on July 1, 2002 between the Parties
         and Deutsche Bank AG. On the execution of the present agreement, the
         Purchaser and the Vendor shall instruct Deutsche Bank AG to transfer
         the amount of the advance payment to the account specified by the
         Vendor, i.e. account No.4720041 at Deutsche Bank AG, Hamburg, bank code
         200 700 00, but not before the transfer of collateral from Shell
         Petroleum N.V., The Hague, Kingdom of the Netherlands, as per the draft
         letter of credit attached as SCHEDULE B. The present agreement is
         subject to the condition precedent that the above-mentioned amount of
         EURO 1,900,000,000.00 has in fact been received in the account
         specified by the



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         Vendor in the escrow agreement. Any residual portion of the purchase
         price pursuant to Section 1 shall be due and payable pursuant to
         Section 4 par. 2.


                                   Section 2

                  Transfer restriction and first option rights

1.       As of the execution of this agreement, the Purchaser has reached
         contractual agreements with all members of Bergemann GmbH and all other
         Ruhrgas shareholders except Heinrich Industrie AG, BEB Erdgas and Erdol
         GmbH (hereinafter referred to as "BEB"), Schubert KG and Schubert
         Beteiligungs-GmbH on the acquisition of their directly or indirectly
         held stakes in Ruhrgas; those agreements are conditional upon the
         possibility of performance under antitrust legislation, in the case of
         the agreement with RAG AG upon other approvals under antitrust
         provisions and official requirements and upon the possibility of
         performance under the Bylaws of Bergemann GmbH and Ruhrgas AG. The
         Purchaser shall use its best efforts to ensure that Heinrich Industrie
         AG and Bergemann GmbH waive their first option rights set down in the
         Investor Rights Agreements of January 9, 1966 and March 28, 1968
         between Ruhrgas shareholders and Ruhrgas AG (hereinafter referred to as
         the "Investor Rights Agreements") and to secure the consent of
         Bergemann GmbH to the transfer of the Ruhrgas shares in the General
         Meeting of Shareholders of Ruhrgas AG, even before performance of the
         above-mentioned agreements; after acquiring all the holdings in
         Bergemann GmbH the Purchaser shall guarantee those outcomes. The
         Purchaser shall exercise its voting rights in Bergemann GmbH
         accordingly. The Purchaser shall also use its best efforts to ensure
         Gelsenberg AG waives its first option rights under the Investor Rights
         Agreements and to secure its consent in the General Meeting of
         Shareholders to the transfer of the Ruhrgas shares; after acquiring a
         majority of the shares in Gelsenberg AG the Purchaser shall guarantee
         those outcomes. For the purposes of the present agreement, the date of
         acquisition of the majority of shares in Gelsenberg AG shall be no
         later than the 30th day following antitrust approval. This obligation
         with respect to Gelsenberg AG also extends to a similar waiver and
         similar consent on the part of Gelsenberg AG in Schubert KG, and to
         securing the adoption of the resolution referred to in Section 4 Par. 1
         letter d). The Purchaser shall further use its best


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         efforts to ensure that Gelsenberg AG exercises its voting rights in
         Bergemann GmbH, Schubert KG and Ruhrgas AG accordingly, and guarantees
         this outcome following acquisition of the majority shareholding in
         Gelsenberg AG. The Purchaser shall keep the Vendor informed in writing
         of the status and progress of its efforts in this regard.

2.       The Vendor shall use its best efforts to ensure Schubert KG waives its
         first option rights under the Investor Rights Agreements and consents
         to the transfer of the Ruhrgas shares in the General Meeting of
         Shareholders of Ruhrgas AG, in accordance with Section 2 par. 3.

3.       The Parties shall use their best efforts to ensure that the transfer of
         all shares described in SCHEDULE A on the basis of the present
         agreement, of the Schubert Agreement referred to in Section 4 par. 1,
         and if applicable, acquisition by parties with first option rights are
         all jointly put to the vote in the General Meeting of Shareholders of
         Ruhrgas AG.

4.       The Parties agree that this agreement will only be performed when the
         first option procedure referred to in the Investor Rights Agreements is
         no longer required (except for shares transferred under the first
         option procedure), either because of acquisition by the Purchaser of
         the respective stakes in Bergemann GmbH or Ruhrgas AG and the majority
         of the shares in Gelsenberg AG, or on the basis of written waivers from
         entitled parties to the Investor Rights Agreements that have not
         transferred their stakes to the Purchaser, and when the consent of the
         General Meeting of Shareholders of Ruhrgas AG has been obtained for the
         transfer of all the shares listed in SCHEDULE A on the basis of this
         agreement and the Schubert Agreement referred to in Section 4 par. 1.

5.       In the event that a Ruhrgas shareholder, in spite of the Parties'
         having used their best efforts to secure the relevant waivers,
         exercising its first option rights under the Investor Rights Agreements
         for any of the shares described in SCHEDULE A, the Parties hereby agree
         as follows:

         a)       The transfer of the shares described in SCHEDULE A shall be
                  performed only if the Vendor is assured of being able to sell
                  and transfer all the said shares under


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                  terms and conditions no less favorable than those specified in
                  Section 1 par. 2 to par. 4;

         b)       In the eventuality of the Vendor's selling shares pursuant to
                  SCHEDULE A under the first option rights procedure, the
                  Purchaser undertakes to acquire the remaining shares described
                  in SCHEDULE A that have not been sold under the first option
                  rights procedure at the terms and conditions specified in this
                  agreement (pro rata purchase price), to consent to all
                  transfers of the shares described in SCHEDULE A in the General
                  Meeting of Shareholders of Ruhrgas AG, and to use its
                  influence to secure the consent of Bergemann GmbH and
                  Gelsenberg AG;

         c)       In the event of the prerequisites referred to in letter a)
                  above not being met, the Vendor shall be entitled to withdraw
                  from this agreement. Following the Vendor's declaration of
                  withdrawal, in the General Meeting of Shareholders of Ruhrgas
                  AG the Purchaser shall refuse to consent to share transfers to
                  any Ruhrgas shareholders which have exercised their first
                  option rights, and shall use its best efforts to ensure that
                  Bergemann GmbH and Gelsenberg AG also refuse consent.

6.       The Vendor undertakes, subject to assurance of performance of this
         agreement, to exercise its influence according to company law, within
         the limits of the possibilities legally available to it, to ensure that
         the respective holders of voting rights on the basis of the Ruhrgas
         shares sold pursuant to Section 1 par. 1 give their consent at the
         General Meeting of Shareholders of Ruhrgas AG to all other intended
         transfers of Ruhrgas shares to the Purchaser by other Ruhrgas
         shareholders.

7.       To the extent that one or both of the Parties have undertaken in this
         Section 2 to "use their best efforts", this does not denote any
         obligation to make any financial or other business concessions.

8.       After acquiring or gaining control of the stake of RAG AG in Bergemann
         GmbH and a majority of the shares in Gelsenberg AG, the Purchaser shall
         ensure that Bergemann GmbH, Gelsenberg AG and Heinrich Industrie AG,
         and also, to the extent this is


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         within the area of influence of the Purchaser, the other shareholders
         of Bergemann GmbH and Ruhrgas AG, immediately notify Schubert KG and
         its limited partner in writing that they are waiving the agreements set
         down in Clause 3 letter (b) of the protocol note on the Schubert
         Investor Rights Agreement of March 1968.

                                   Section 3

                                 Merger control

1.       On the signing of this agreement a procedure is already pending before
         the Federal Cartel Office and the Federal Minister for the Economy and
         Technology (the "Antitrust Authorities") (Gelsenberg application of
         August 15, 2001 and petition for ministerial approval of February 18,
         2002; Bergemann application of November 9, 2001 and application for
         ministerial approval of March 5, 2002), in which the Purchaser is
         seeking antitrust approval for the acquisition of majority stakes in
         Bergemann GmbH and Gelsenberg AG (indirect acquisition of a majority
         stake in Ruhrgas AG).

2.       If the Purchaser does not succeed in obtaining antitrust approval for
         its acquisition of a majority of all shares issued by Ruhrgas AG by
         means of the applications referred to in Section 3 par. 1, in
         particular the procedure before the Federal Ministry for the Economy
         and Technology referred to in that paragraph which is currently
         pending, the Parties shall immediately jointly state whether and by
         what means, given the de jure and de facto circumstances then
         prevailing, the Purchaser's merger project for the acquisition of a
         majority of all shares issued by Ruhrgas, to which this agreement and
         the Schubert Agreement referred to in Section 4 par. 1 pertain, can be
         performed. That may involve amendments to the prerequisites for
         performance of the present agreement.

3.       Immediately after receipt of ministerial approval for the merger
         project referred to in paragraph 1 above, the Purchaser shall make a
         submission to the Federal Cartel Office, which is based on the draft
         letter in SCHEDULE B, (copy to the Merger Task Force of the EU
         Commission), requesting written confirmation that following performance
         of the indirect acquisition of a majority stake in Ruhrgas AG


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         via the acquisition of majority stakes in Bergemann GmbH and Gelsenberg
         AG (Acquisition of Control), the acquisition of the Ruhrgas shares as
         per SCHEDULE A will not constitute a merger situation which is subject
         to antitrust approval.

         In the event that the Federal Cartel Office or the EU Commission takes
         the view that the acquisition of Ruhrgas shares under the present
         agreement and the Schubert Agreement referred to in Section 4 par. 1
         constitutes another merger situation subject to application for
         approval under antitrust provisions, the Parties shall apply to the
         Federal Cartel Office or the EU Commission for such approval, and shall
         support the application to the best of their ability. The Parties are
         not obliged to accept any commitments given to, or requirements or
         conditions imposed by, the Federal Cartel Office or the EU Commission,
         or to cooperate in their practical implementation. This also applies
         with respect to agreements not specifically referred to in Section 3
         par. 5.

         If the Federal Cartel Office does issue a letter of caution in relation
         to the merger project referred to in this paragraph 3, then immediately
         upon receipt of such a letter, the Parties shall engage in frank and
         constructive discussions with a view to referring the project described
         in the application, in the event of a rejection, to the Federal
         Minister for the Economy and Technology for approval. The interests of
         both parties shall be given reasonable consideration in the
         discussions, but the decision on such referral shall ultimately be at
         the sole discretion of the Purchaser.

4.       The Purchaser shall immediately inform the Vendor in writing of the
         details of the procedure initiated with the application pursuant to
         Section 3 par. 2 or Section 3 par. 3, especially where the interests of
         the Vendor or its affiliated businesses may be involved, and the Vendor
         is not aware of this information by virtue of itself being a party in
         the procedure. The same applies to the Vendor.

5.       In the event that conditions or requirements are imposed on the
         Purchaser that relate to one of the procedures referred to in Section 3
         par. 1 to par. 3 and that directly intervene in the following
         contracts:

         all natural gas supply contracts between A/S Norske Shell and Ruhrgas
         AG and


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         all natural gas supply contracts between BEB - alone or with others -
         and Ruhrgas AG,

         the Purchaser is obliged to notify the Vendor immediately of this
         situation. The Vendor shall be entitled to withdraw from the present
         agreement by notification in writing within 30 business days of being
         notified in writing by the Purchaser of the imposition of the said
         conditions.

         An intervention in this sense is, for example, a change in the
         contract, the protection of contractual rights or the possibility of
         changes in the legal situation. Impacts on the said contracts that are
         merely of an indirect nature, e.g. as a result of structure-related
         commitments (including in the context of the Association Agreement)
         are not covered by this provision.

         If the Vendor does not exercise its right of withdrawal, this shall not
         be construed as agreement by the Vendor to the condition or requirement
         so imposed, and the Vendor shall not be obliged to cooperate in the
         practical implementation of the condition or requirement following
         performance of this agreement.

         In the event of such withdrawal, the Parties undertake to proceed
         immediately to withdraw the application regarding the merger project
         under the present agreement (including any application for the granting
         of ministerial approval).

6.       In any procedure pursuant to Section 3 par. 2 and par. 3, the Purchaser
         undertakes not to propose or accept any concessions to or conditions
         imposed by the Antitrust Authorities regarding the stakes in Ruhrgas AG
         without prior consultation with the Vendor. The Purchaser shall further
         be obliged, in the event of any intention on its part or by the
         Antitrust Authorities to suggest or propose conditions or requirements
         in a procedure pursuant to Section 3 par. 2 or par. 3 involving a
         direct intervention as described in paragraph 5 in the commercial gas
         contracts referred to in that paragraph, to notify the Vendor
         immediately in writing to that effect on each occasion.

7.       The Parties each undertake to treat all information specifically marked
         as confidential received from the other party regarding the status and
         content of negotiations with the


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         Antitrust Authorities in connection with the antitrust procedure
         pursuant to Section 3 par. 1 as "confidential information" as defined
         in and according to the provisions of the Confidentiality Agreement in
         place between the Parties, attached as SCHEDULE D, with the proviso
         that the Confidentiality Agreement shall continue to apply to this
         extent following the signing of the present agreement.

                                   Section 4

                                   Performance

1.       Performance shall take place after fulfillment of the following
         conditions:

         a)       the purchaser has acquired a majority stake or control of a
                  majority stake in Ruhrgas AG by acquisition of the stake in
                  Bergemann GmbH held by RAG AG and a majority stake in
                  Gelsenberg AG, or by other indirect means,

         b)       and (according to their respective areas of competence) the
                  Federal Cartel Office or the EU Commission has confirmed to
                  the Purchaser in writing, that following the indirect
                  acquisition of a majority stake in Ruhrgas AG, the acquisition
                  of further Ruhrgas shares provided for in the present
                  agreement does not constitute a merger situation subject to
                  application for approval, or the Federal Cartel Office or the
                  EU Commission has approved a merger project applied for by the
                  Purchaser pursuant to Section 3 par. 2, or the project is
                  deemed to be approved by expiry of the deadline pursuant to
                  Section 40 par. 2 of the German Antitrust Law [GWB] or Art. 10
                  par. 6 of the Merger Control Regulations [FKVO], or the merger
                  project has been authorized by ministerial approval pursuant
                  to Section 42 GWB and can be duly performed, or can be
                  performed for other reasons in keeping with antitrust
                  requirements,

         c)       and the acquisition of shares pursuant to the Schubert
                  Agreement referred to in Section 4 par. 1 can be performed in
                  keeping with antitrust requirements,

         d)       and, provided the prerequisites for acquisition in accordance
                  with the Investor Rights Agreements and the Bylaws of
                  Ruhrgas AG have been meet, i.e.


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                  any rights to exercise the first option rights provided for
                  therein are waived, with the exception of Ruhrgas shares sold
                  in the first option procedure, and the required approval
                  resolutions for the transfer of all Ruhrgas shares for sale as
                  per SCHEDULE A are adopted by the General Meeting of
                  Shareholders of Ruhrgas AG,


         e)       and Schubert KG and its members with voting rights have passed
                  the resolutions required for the performance of this
                  agreement, which concern the withdrawal of the Ruhrgas shares
                  attributable to BEB and the vendor from Schubert KG and their
                  subsequent sale to third parties,

         but in any event not before October 15, 2002. The Purchaser shall
         notify the Vendor immediately in writing of the fulfillment of the
         prerequisites under letters a) to d) and the Vendor shall notify the
         Purchaser immediately in writing of the fulfillment of the
         prerequisites under letter e).

         The Parties shall be obliged to perform the agreement only if there is
         also assurance of the performance of the agreement concluded by the
         Purchaser with Schubert Beteiligungs-GmbH on July 1, 2002 ("Schubert
         Agreement") on the acquisition of the Ruhrgas shares held directly or
         indirectly by that company. Together with the notification according to
         letters a) to d), the Purchaser shall also advise the Vendor that
         assurance of performance has now been secured with respect to Schubert
         Beteiligungs-GmbH. The vendor shall immediatley send written
         confirmation to the Purchaser that the performance prerequisites have
         been met once all the requisite notifications in connection herewith
         are available.

2.       Performance shall be carried out with the involvement of Deutsche Bank
         AG as trustee in accordance with the escrow agreement attached as
         SCHEDULE E. Simultaneously with the confirmation of fulfillment of the
         performance prerequisites pursuant to Section 4 par. 1 last sentence,
         the Vendor shall notify the trustee and the Purchaser of the purchase
         price amount determined by it and the residual purchase price payable
         by the Purchaser, enclosing a detailed calculation. Within five
         business days of receipt of the aforementioned notification, the
         Purchaser shall advise the Vendor and the trustee whether it is in
         agreement with the price, or the extent of any deviation, also by means
         of


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         a detailed calculation. In the event of advice from the Purchaser which
         is not in agreement with the price, the lower of the purchase prices
         notified to the trustee shall apply on a provisional basis, for the
         purposes of the settlement transaction via the trustee; each of the
         Parties is entitled to have recourse to the arbitration tribunal
         pursuant to Section 11 par. 6 for a legally binding determination of
         the purchase price and residual purchase price. Differences of opinion
         between the Parties regarding the purchase price and conflicting
         notifications made to the trustee shall not give rise to a right of
         withdrawal for either party. If the arbitration tribunal determines a
         higher purchase price and accordingly a different residual purchase
         price, the difference shall be payable by the debtor to the other party
         when the ruling of the arbitration tribunal has legal force, with
         interest payable from the due date at 2% p.a. above the rate determined
         pursuant to Section 1 par. 3 sentence 1 and sentence 3.

         The performance settlement shall be carried out via the trustee in
         accordance with the following provisions:

         The purchase price pursuant to Section 1 is payable in full by the
         Purchaser ten (10) business days after receipt of the notification
         pursuant to Section 4 par. 1, last sentence, in accordance with the
         rules set out below. Payments made by the Purchaser to the trustee are
         regarded as payments made to the Vendor for the purposes of calculation
         of the Increase Amount pursuant to Section 1 par. 3.

         If the Purchaser is required under Section 1 par. 2 - 4 to pay the
         Vendor a purchase price in excess of the advance payment amount
         pursuant to Section 1 par. 5, the Purchaser shall pay the full residual
         price pursuant to Section 1 by no later than five business days after
         receipt of the notification pursuant to Section 4 par. 1, last
         sentence, into an escrow account designated by the Parties at Deutsche
         Bank AG, Dusseldorf, and shall hand over the Letter of Credit pursuant
         to Section 1 par. 5 to the trustee. The Vendor shall be obliged to hand
         over to the trustee, within five business days of payment of the amount
         specified in Section 4 par. 2, sentence 2 and receipt of confirmation
         from the trustee regarding the payment and deposit, but in any event no
         earlier than ten business days after receipt of the notification
         pursuant to Section 4 par. 1, final sentence, a notarized declaration
         of transfer from the Vendor in favor of the Purchaser as per SCHEDULE
         F, a chain of similar transfer declarations to the Vendor, beginning
         with the owner entered in the


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         register of shareholders as of the signing of this agreement and ending
         with the Vendor, as per SCHEDULE G, and irrevocable declarations to
         Ruhrgas AG as per SCHEDULE H from the owner registered as of July 1,
         2002 and any intermediate owners, and from the Vendor, stating their
         agreement to the corresponding changes being made in the register of
         shareholders.

3.       The trustee's costs shall be borne by the Vendor.

4.       If the Vendor has not met the above-mentioned obligation to the
         Purchaser to deliver the documents specified in Section 4 par. 2, last
         sentence within 15 business days of receipt of the notification
         pursuant to Section 4 par. 1, last sentence, the Purchaser shall be
         entitled to set a grace period of five business days. If that period
         expires without result, the Purchaser shall be entitled to withdraw
         from this agreement, without prejudice to any further rights it may
         have. If the Purchaser has not met the above-mentioned obligation for
         payment of the full residual purchase price pursuant to Section 1 into
         the escrow account referred to in Section 4 par. 2 and/or return of the
         security pursuant to Section 1 par. 5 within 15 business days of
         receipt of the notification pursuant to Section 4 par. 1, last
         sentence, the Vendor shall be entitled to set a second grace period of
         five business days. If that period expires without result, the Vendor
         shall be entitled to withdraw from this agreement, without prejudice to
         any further rights it may have.

5.       Any offsets or invocation of a withholding right against the purchase
         price claim, including interest, are prohibited.


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                                   Section 5

                              Warranty / liability

1.       The Vendor gives a guarantee to the Purchaser, in the form of an
         independent guarantee undertaking, that the Ruhrgas shares for transfer
         to the Purchaser pursuant to Section 1 par. 1, at the time of
         completion pursuant to Section 4

         a)       will be owned by the Vendor, or

         b)       it has been authorized by the owner to dispose of the shares,
                  or

         c)       the shares will be transferred by their owners to the
                  Purchaser,

         and that the said shares are not encumbered with any third-party rights
         other than those under the Bylaws of Ruhrgas AG and the Investor
         Rights Agreements. No further guarantees are given by the Vendor, and
         indeed any warranty claims for the Purchaser are precluded to the
         extent permitted by law.

         The Vendor's liability under this Section 5 par. 1 is, to the extent
         permitted by law, limited to the fixed amount with respect to the
         Ruhrgas shares for transfer pursuant to Section 1 par. 1 plus 4% p.a.
         (30/360) as from July 1, 2002 until the date when full compensation has
         been paid.

2.       In any event, the liability of each of the Parties under this
         agreement, irrespective of the legal basis for the claim, is limited to
         an amount of EURO 3,062,175,106.55 plus interest at a rate of 4% p.a.
         (30/360) as from July 1, 2002 until the date when full compensation has
         been paid.


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                                   Section 6

                Right of withdrawal and refund of advance payment

1.       Without prejudice to the rights of withdrawal pursuant to Section 2
         par. 5 letter c) and Section 3 par. 5, either of the Parties may
         withdraw from this agreement,

         a)       if the Federal Minister for the Economy and Technology denies
                  approval for any or all of the merger projects pursuant to
                  Section 3 par. 1 and (i) one or both of the Parties regards
                  continuance with the merger project for the acquisition by the
                  Purchaser of a majority stake in Ruhrgas AG pursuant to
                  Section 3 par. 2 as no longer offering sufficient prospects of
                  success, or (ii) the competent Antitrust Authorities
                  (including the EU Commission) have denied approval for such a
                  merger project and the deadline for submission of any appeals
                  has expired or such appeals have been unsuccessful;

         b)       if (i) permission has been granted for all merger projects
                  pursuant to Section 3 par. 1 and (ii) the merger projects
                  pursuant to Section 3 par. 2 and Section 3 par. 3 have been
                  prohibited by the Federal Cartel Office or the EU Commission
                  and the deadline for applying for ministerial approval has
                  expired without any petition having been lodged, or in the
                  case of (ii) the Federal Minister for the Economy and
                  Technology has denied a petition for ministerial approval;

         c)       if the enforceability of an approval for merger projects
                  pursuant to Section 3 par. 2 and, insofar an application has
                  been lodged - Section 3 par. 3 has been suspended and is not
                  reinstated within two months, and in any event by September
                  16, 2003 at the latest;

         d)       in any event, if all the prerequisite conditions for
                  performance of this agreement have not been met by September
                  16, 2003.


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2.       In the event of the withdrawal of one of the Parties, irrespective of
         the legal reason, any obligation on the part of the Vendor for the
         practical implementation of commitments given and/or conditions imposed
         in connection with the procedures pursuant to Section 3 par. 1 to
         Section 3 par. 3 or for its cooperation with their practical
         implementation shall cease to apply.

3.       Withdrawal by the Vendor from this agreement shall take effect only on
         repayment of the amount paid in advance pursuant to Section 1 par. 5
         plus interest incurred pursuant to Section 6 par. 6 below, from the
         advance payment date until the repayment date.

4.       Any withdrawal under this agreement must be in written form.

5.       In any event, the provisions of Section 3 par. 5 and par. 7, and of
         Sections 7, 10, and 11 shall still apply in the event of a withdrawal.

6.       If either of the Parties withdraws from the agreement, the Purchaser
         shall be entitled to demand repayment of the amount it has paid
         pursuant to Section 1 par. 5 plus 4% p.a. (30/360) interest - as from
         July 1, 2003, at the market interest rate - from the advance payment
         date until the repayment date. If the Purchaser has withdrawn, the
         repayment shall be due for payment on the expiry of ten business days
         following withdrawal.

7.       In all the above cases of repayment of the advance payment, the
         Purchaser shall be obliged to return the securities provided to it
         pursuant to Section 1 par. 5, with the Vendor only being obliged to
         make repayment in the situations described in paragraph 3 above against
         the return of the securities, on a delivery-versus-payment basis.

8.       If the Purchaser has invoked the security as per SCHEDULE B and
         received the corresponding payment on that basis, this constitutes
         withdrawal from the agreement. Accordingly the Purchaser shall then no
         longer have a claim to performance in respect of this agreement. This
         is, however, without prejudice to any claims that may have arisen at
         that time, particularly claims for compensation on the basis of delay
         or non-performance.


<PAGE>
                                                                              17


                                   Section 7

                                      Costs

The costs and transaction duties associated with the performance of this
agreement shall be borne by the Purchaser; this applies in particular to any
realty transfer taxes. Each of the Parties shall however bear the costs of its
own advisers.


                                   Section 8

                   Changes to capital structure of Ruhrgas AG

The Purchaser undertakes to use its best efforts to ensure that prior to the
performance of this agreement or a withdrawal from this agreement the General
Meeting of Shareholders of Ruhrgas AG does not pass any resolutions on an
increase of the capital stock of the company.


                                   Section 9

                         Positions on Supervisory Board

To the extent permitted by law, the Vendor shall ensure that representatives of
BEB and its shareholders holding office in executive bodies of Ruhrgas AG, and
in particular the Supervisory Board, will immediately submit the statements
required for resignation from those positions following the performance of this
agreement.


<PAGE>
                                                                              18


                                   Section 10

               Continuance of the Investor Rights Agreement, etc.

If the Purchaser acquires a direct or indirect majority stake pursuant to
Section 16 of the Stock Corporation Law [AktG] in Ruhrgas AG or secures control
of a direct or indirect majority stake in Ruhrgas AG, but the acquisition of the
Ruhrgas shares by the Purchaser under this agreement cannot be performed, the
Parties shall enter into negotiations on an appropriate arrangement for their
future cooperation as indirect or direct shareholders in Ruhrgas AG, including a
discussion on the current first option and pre-emptive rights and the
requirement for approvals from the General Meeting of Shareholders of Ruhrgas AG
for the transfer of Ruhrgas shares.


                                   Section 11

                                Final provisions

1.       The rights and obligations under this agreement may be transferred to
         third parties only with prior agreement in writing from the other
         party. The other party may however deny consent for such transfer only
         for good reason in the case of transfer to an affiliated company,
         provided the transferor party accepts joint and several liability with
         the transferee affiliated company, in particular where the other party
         would be exposed to tax risks as a result.

2.       Affiliated companies of the Vendor for the purpose of this agreement
         are N.V. Koninklijke Nederlandse Petroleum Maatschappij (a company
         organized under Netherlands law), Shell Transport and Trading Company
         p.l.c. (a company organized under English law) and any other company
         (irrespective of the place of registration) which has direct or
         indirect capital relationships with one or both of the above companies
         at the time.

         A company has direct capital affiliations with another company or
         companies if such company or companies are beneficial owners of a stake
         in the first company representing 50% or more of the voting rights in
         the General Meeting of Shareholders of the


<PAGE>
                                                                              19


         company in question. A company has indirect capital affiliations with
         another company or companies ("parent company" or "parent companies")
         if there is a chain of companies beginning with the parent company /
         parent companies and ending with the company in question, so that each
         company or companies apart from the parent company / parent companies
         has direct capital affiliations with one or more companies as defined
         above.

         Affiliated companies for the purposes of this agreement also include
         BEB and all companies with capital affiliations with BEB and/or the
         Vendor, if the direct or indirect capital link is at least 50%, and
         companies affiliated with them pursuant to Sections 15 ff. of the Stock
         Corporation Law [AktG].

         Affiliated companies of the Purchaser are all companies affiliated with
         the Purchaser pursuant to Sections 15 ff. of the Stock Corporation Law
         [AktG].

         The Purchaser is regarded as controlling those Ruhrgas shares for which
         it and/or its affiliated companies control the exercising of voting
         rights on the basis of voting agreements or similar agreements.

         Business days for the purpose of this agreement are all banking days in
         Frankfurt am Main.

3.       Immediately after the signing of this contract the Parties shall issue
         releases for the press and the stock exchanges using the language
         provided here as SCHEDULE I. The Parties have agreed on the catalog of
         questions and answers attached as SCHEDULE J, which each of the Parties
         may use at any time with reference to the provisions of this agreement.

         Prior to performance of the transactions envisaged in this document,
         and for a period of 24 months thereafter, each of the Parties may only
         provide answers that are consistent with SCHEDULE J, and may only issue
         releases that are consistent with SCHEDULE I, or that have been agreed
         on in advance in writing between the Parties. The contents of this
         agreement, and all agreements reached in


<PAGE>
                                                                              20


         connection with this document, any details of the structure of the
         transactions required and envisaged regarding the sale of shares
         pursuant to Section 1 par. 1, and any details of the individual
         steps in the performance of this agreement, shall be barred from any
         releases, even after expiry of the period referred to above.

         The Parties shall agree on the releases to be issued on performance of
         the agreement.

         Unless otherwise explicitly permitted hereinabove, each of the Parties
         agrees to keep the contents of this agreement and all agreements
         reached in connection therewith confidential vis-a-vis third parties.

         Exceptions to the above-mentioned confidentiality provisions apply in
         the case of obligations to notify Courts or public authorities or
         obligations on the basis of legal provisions or applicable stock
         exchange rules.

4.       E.ON AG is entitled to designate a company in the E.ON group as
         acquiring party in its stead or for a portion of the shares to be
         acquired, provided that the company in question declares its
         unconditional willingness to join the agreement, and accepts the
         obligations pursuant to the Investor Rights Agreements, and provided
         that E.ON accepts joint and several liability for all obligations of
         the acquiring party so designated.

5.       This agreement is subject to the law of the Federal Republic of
         Germany.

6.       Any changes or additions to this agreement, including this clause,
         shall be valid only if made in writing, unless notarial authentication
         has been stipulated.

7.       Any disputes arising in connection with this agreement or its validity
         shall be finally resolved in accordance with the Arbitration Tribunal
         Rules of the German Arbitration Institute (DIS), with exclusion of
         legal actions before the ordinary Courts. The arbitration venue is
         Frankfurt am Main. There shall be three arbitrators. The arbitration
         proceedings shall be conducted in German.

8.       The validity of this agreement, with the exception of this paragraph 8,
         is conditional upon its approval by the Purchaser's Supervisory Board
         and the Vendor's shareholder company. Those approvals must be issued by
         July 3, 2002 at the latest. If this is not done, the advance payment
         pursuant to Section 1 par. 5 shall be repaid to the Purchaser within 6
         business days,


<PAGE>
                                                                              21


         plus interest calculated at 4% p.a. The Parties shall notify each other
         immediately in writing of the issuing or denial of approval, in the
         case of approval from the Vendor's shareholder company by 12.00 p.m. on
         July 3, 2002 at the latest.

9.       If any provisions of this agreement are or become fully or partly
         legally invalid or unenforceable, this shall not affect the validity of
         the other provisions of this agreement. The same applies if a gap is
         found to exist in this agreement. Instead of the invalid or
         unenforceable provision, or to fill the gap, a reasonable arrangement
         shall be deemed to apply which to the extent legally possible is the
         closest approximation to what the Parties intended or according to the
         purpose and general tenor of this agreement would have intended if they
         had given consideration to the point in question at the time of
         concluding this agreement or subsequently incorporating an additional
         provision. This also applies if the invalidity of a provision is based,
         for example, on a scope of performance or a time (period or deadline)
         specified in this agreement; in such cases the agreed provision shall
         be replaced with a legal scope of performance or time (period or
         deadline) which is the closest approximation to the original intention.

Dusseldorf, July 1, 2002


--------------------------------
Deutsche Shell GmbH


--------------------------------
E.ON AG