Compensation Committee

Composition (May 2007)
The Compensation Committee is composed of:

• Denis Kessler, independent director and chairman of the compensation committee since March 1, 2007
• Pierre Richard, Chairman of the Board of Directors
• Brian Unwin, independent director
• Guy Burton

Attributions
The responsibilities of the Committee include:

• the elements of the compensation of the Chairman of the Board and the Chief Executive Officer and, on the recommendation of the Chief Executive Officer, the compensation for the members of the Management Board;
• the stock options granted in application of the general principles defined by the Board of Directors..

It is also consulted on the compensation and incentives for the Group top executives, as well as on the employee shareholding policy.
It also makes recommendations on the fees paid to directors and the allocation of those fees to directors.

Operation
In 2076, the Compensation Committee held two meetings. The following subjects were discussed:

• the compensation of the Group's executives;
• the publication in the annual report of information relating to the compensation of the Group's executives in accordance with the Lippens Code;
• the 2007 employee share plan;
• the 2007 stock option plan;
• the principles of the 2008 stock option plan;
• the implementation of new pension regimes applicable to members of The Management Board of Dexia SA in order particularly to establish consistency between Belgian and French pension regimes applicable to them.