In February 2007, the Compensation Committee was separated from the then existing Nominating and Compensation Committee.

Objectives

The principal objectives of this Committee are to:

• Examine the executive compensation policies implemented by the Group and the compensation of members of the Executive Committee; and
• Evaluate the performance and recommend the compensation of the Chairman of the Board and of the Chief Executive Officer.

Duties

They include the following:

Examining the criteria and objectives proposed by management for executive compensation and advising on this subject.

• Presenting recommendations and proposals to the Board concerning:
  • compensation, pension and insurance plans, in-kind benefits, and other compensation, including severance benefits, for the Chairman and the Chief Executive Officer of the Company, and
    
  • awards of stock options and restricted share grants to the Chairman and the Chief Executive Officer; and

• Examining stock option plans, restricted share grants, equity-based plans and pension and insurance plans.

Membership and practices

The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors. The Committee appoints its chairman and its secretary, who is a senior executive of the Company.

The Committee meets at least twice a year.

The Committee invites the Chairman and the Chief Executive Officer of the Company to present their recommendations. Neither the Chairman nor the Chief Executive Officer may be present during deliberations regarding his own situation. The Committee reports on its activities to the Board of Directors.

The Committee's members are Messrs. Bertrand Collomb, Thierry Desmarest, Michel Pébereau and Patrick Artus. Mr. Michel Pébereau chairs the Committee.