In recent years，during the process of deepening the reform of state-owned enterprises，the policy system of medium and long-term incentive for state-owned enterprises has been continuously improved，and a series of medium and long-term incentive policy packages and toolbox have been developed. Although these policies have provided guidance to state-owned enterprises with major operating points in implementing incentive plan from the theoretical perspective，state-owned enterprises still face difficulties in practice，such as the insufficient use of incentive tools and conflicts between management process and incentive target. Therefore，to implement medium and long-term incentives，we must precisely grasp its connotation，look deeper into relevant policies，and carry out medium and long-term incentives in accordance with laws and regulations. Based on policy analysis and taking the practice of medium and long-term incentive in E group as an example，some directive policy proposals are puts forward in this report.