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Pension benefits**<br />

French members of the Management Board are covered by the<br />

Group’s top-hat defi ned-benefi t pension plan (article 39) and, with the<br />

exception of Jean-Pascal Tricoire, supplementary defi ned- contribution<br />

pension plans (article 83) for employees and/or Group Managers.<br />

The benefi ts from defi ned-contribution plans are deducted from the<br />

pension supplement from the defi ned-benefi t plan.<br />

The defi ned-benefi t plan provides for a pension supplement of a<br />

maximum amount equal to 60% (1) of the difference between the<br />

average reference salary (i.e. the average of the base salary and of<br />

the remuneration during three calendar years prior to retirement)<br />

plus the total benefi t amounts granted under external plans<br />

(compulsory and other plans, where applicable). The pension plus<br />

the additional pensions from defi ned-contribution plans, may not<br />

Compensation of the Supervisory Board Members<br />

Chairman of the Supervisory Board<br />

Based on the recommendation of the Remunerations, Appointments<br />

and Human Resources Committee, at its meeting on April 22, 2010,<br />

the Supervisory Board decided to set the annual compensation of<br />

its Chairman at EUR500,000 not including the attendance fees paid<br />

to Supervisory Board Members.<br />

The Chairman of the Supervisory Board does not receive any stock<br />

options or stock grants and will not be entitled to any payment on<br />

leaving the Board.<br />

In 2011, Mr Henri Lachmann was paid:<br />

• in his capacity as Chairman of the Supervisory Board:<br />

EUR500,000;<br />

• in attendance fees for 2010: EUR60,000;<br />

• under the Company’s pension plan for senior executives:<br />

EUR558,276.<br />

Mr Lachmann has a Company car and may also use the<br />

chauffeur- driven Company cars made available to Group Senior<br />

CORPORATE GOVERNANCE<br />

MANAGEMENT INTERESTS AND COMPENSATION<br />

exceed 25% of the average reference salary. The defi ned-benefi t<br />

plan includes, subject to conditions, a right to 60% for the surviving<br />

spouse. Under the contingency section, an annuity for the spouse<br />

is paid if the executive dies before the retirement age. In the event<br />

of disability occurring in the course of business, the executive has a<br />

right to a pension supplement as of his/her sixtieth birthday.<br />

This defi ned-benefi t plan (see pages 260, 261 and 265 ) will be<br />

modifi ed as of July 1, 2012 in particular to provide for a progressive<br />

acquisition of the rights of these benefi ciaries according to how long<br />

they have been in the Group and on the Executive Committee.<br />

Non-French Members of the Board of Directors are covered by<br />

pension plans in line with local practices in their respective countries.<br />

Management. This benefi t in kind can be estimated for the entire<br />

fi nancial year at EUR2,279 .<br />

Members of the Supervisory Board<br />

The Annual Shareholders’ Meeting set total attendance fees at<br />

EUR1 million. The Supervisory Board has decided to allocate these<br />

fees as follows:<br />

• Board members and non-voting Members resident in France<br />

receive a basic fee of EUR15,000 and members resident outside<br />

France receive double this amount;<br />

• Board members receive a fee of EUR5,000 for each meeting they<br />

attend;<br />

• members who sit on the committees of the Board receive a fi xed<br />

fee of EUR15,000, with the Audit Committee Chairman receiving<br />

double this amount.<br />

(1) The maximum amount is defi ned as follows: 50% if the number of years of service is less than or equal to fi ve years, plus 1% per year from the<br />

sixth year of service for Senior Manager status.<br />

2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />

125<br />

3

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