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UPDATE 2-Airbus CEO's exit package excessive -French minister

(Recasts; adds details, background)

PARIS, April 2 (Reuters) - A retirement pot of almost 40 million euros ($44.78 million) for outgoing Airbus Chief Executive Officer Tom Enders is excessive and may harm the company's image, France's finance minister said in remarks published on Tuesday.

His overall retirement package and future potential share earnings are worth 36.8 million euros, according to company filings and corporate governance firm Proxinvest.

"The figure announced regarding Tom Enders is obviously excessive and could harm the reputation of Airbus," Finance Minister Bruno le Maire told Les Echos newspaper. "I call on the directors of Airbus to draw the (necessary) conclusions."

France and Germany own 11 percent each of Europe's largest aerospace group. The French government faces weekly protests about declining living standards, and pay is a sensitive topic.

An Airbus spokesman referred to published financial data.

According to the company's 2018 financial notes, Enders is entitled to a pension valued as of Dec. 31, 2018, at 26.3 million euros spread over 20 years.

He will also benefit from a non-compete clause worth 3.2 million euros, which is valid for at least a year.

According to Proxinvest, Enders will also be entitled to progressive stock and performance bonuses currently valued at 7.3 million euros.

Enders renounced a further one-off departure bonus, a person close to the company said.

Enders, 60, has overseen sharp rises in the Airbus share price since becoming CEO in 2012. But he has faced criticism in French media and inside parts of the aerospace group for overseeing sweeping compliance probes that led to dozens of senior departures without specific allegations.

Airbus also faces outside investigations led by France and Britain over the use of middlemen.

Enders is under investigation over a fighter deal in Austria and denies any wrongdoing. He initially sought to serve a third term from 2019, then agreed to step down as the board sought fresh faces at the top to ease potential settlement talks with French and UK prosecutors, people familiar with the matter said.

A British judge has ruled that companies that show a new face have a better chance of winning prosecuting agreements.

German-born Enders is however credited with unifying a company once bitterly divided along national lines, as well as simplifying its governance to weed out political influence and making the once state-influenced firm friendlier to investors.

He steps down on April 10 following the annual shareholder meeting, where Frenchman Guillaume Faury will become CEO.

($1 = 0.8932 euro) (Reporting by John Irish and Tim Hepher; editing by Leigh Thomas and David Gregorio)