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Compensation Committee

Role and rules of the Compensation Committee

The Compensation Committee shall be chaired by one of the Board of Directors’ independent members.

The Compensation Committee is responsible for making proposals to the Board of Directors concerning:

- the level and terms of compensation paid to the Chairman of the Board of Directors, including fringe benefits, pensions and personal risk insurance, as well as subscription options and stock options;

- the level and terms of compensation paid to the Chief Executive Officer, and when required, to the Deputy Chief Executive Officer(s), including fringe benefits, pensions and personal risk insurance, as well as subscription options and stock options;

- rules for the allocation of directors' fees to the Directors and the total amount submitted to the decision of Natixis' general shareholders' meeting;

- The annual compensation policy review of market professionals to check based on the Senior Management report that it complies with the provisions of chapter VI, title VI, regulation 97-02 and is consistent with the provisions of the Financial Stability Board and professional standards it adheres to. When required, it refers to internal control services or independent experts.

It examines and gives an opinion on insurance taken out by Natixis in relation to executive's responsibilities.