BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Rules and principles governing the determination of pay and benefits

2.5.3

Post-employment benefits: company directors

2

(Table 11)

Term of office

Compensation or benefits due or potentially due as a result of termination of/change in duties

Compensation related to a non-compete clause

Start (or reappointment)

Employment contract

Supplementary pension plan

Name of company director

End

François Pérol Presidentof the Management Board

11/16/2015 2020

no

CGP, IPRICAS

yes

no

CatherineHalberstadt Management Board Member, ChiefExecutive Officer – Human Resources, Internal Communications, Corporate Secretary’s Office of BPCE Marguerite Bérard-Andrieu Member ofthe Management Board GroupFinance,Strategy, Legal Affairsand Secretary’s Officeof the Governing Bodies Laurent Roubin Member ofthe Management Board Retail Banking and Insurance Laurent Mignon (1) Member ofthe Management Board Chief ExecutiveOfficerof Natixis

CGP, IPRICAS, GroupeBPCE executive director pension

1/1/2016 2020

no

yes

no

CGP, IPRICAS, GroupSystem Article 82

5/2/2016 2020

no

yes

no

CGP, IPRICAS, GroupeBPCE executive director pension

5/17/2016 2020

no

yes

no

GroupSystem Article 82

11/16/2015 2020

no

No (2)

No (2)

LaurentMignondoesnot receivebenefitsas a memberof the BPCEManagementBoard. (1) LaurentMignon,due to his corporateofficeas ChiefExecutiveOfficerof Natixis,receivesseveranceand non-competepay, last subjectto changesapprovedat the OrdinaryGeneralShareholders’ (2) Meetingof Natixison May 20,2014 (5 th  resolution),the renewalof whichwas authorizedby the Boardof Directorsof Natixison February 18,2015.

COMMENTS ON SUPPLEMENTARY PENSION PLANS CGP: mandatory collective supplementary defined-contribution pension plan for all BPCE employees and by extension applicable to BPCE companydirectors. The contribution rate is 6% from Bracket A and 4% from the pensionable portion of pay in excess of Bracket A; 70% of this contributionis paid bythe companyand 30% by the employee. Management Board members were also able to vest entitlements under this plan during their previous careers as Group employees or companydirectors. IPRICAS: mandatory collective supplementary defined-contribution pension plan for all BPCE senior executives (AFB agreement) and by extensionapplicableto BPCE companydirectors. The contribution rate is 3.5% of total pensionable pay. This contributionis funded entirely by the company.

Management Board members were also able to vest entitlements under this plan during their previous careers as Group employees or companydirectors. Groupe BPCE executive director pension: pension plan governed by Article L.137-11 of theFrench SocialSecurityCode. Until June 30, 2014, Chairmen of Caisse d’Epargne Management Boards, Members of the ManagementBoard of the former CNCE and Chief Executive Officers of Crédit Foncier, Banque Palatine and BPCE International could benefit from a supplementary defined-benefit pensionplan entitlingthem to additionalretirementincome based on their salary. Until June 30, 2014, Banque Populaire Chief ExecutiveOfficers could benefit from adifferentialdefined-benefit pension plan. Effective July 1, 2014, these two pension plans were harmonized under a single supplementary pension plan, now closed to new members and havingthe followingmain characteristics. To qualify for this pension plan, beneficiaries must meet all the following criteriaon the day of their departure:

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Registration document 2017