SOCIETE GENERALE : SOCIETE GENERALE: REMUNERATION POLICIES AND PRACTICES REPORT 2012

   SOCIETE GENERALE : SOCIETE GENERALE: REMUNERATION POLICIES AND PRACTICES
                                 REPORT 2012

               2012 REMUNERATION POLICIES AND PRACTICES REPORT






SUMMARY OF GROUP REPORT

The objective  of the  remuneration  policy implemented  by  the Group  is  to 
attract, motivate and  retain employees in  the long term,  while ensuring  an 
appropriate management  of risks  and compliance.  With respect  to the  Chief 
Executive Officers, it is furthermore aimed at rewarding the implementation of
the Group's  long-term strategy  in  the interests  of its  shareholders,  its 
clients and its employees.

CORPORATE GOVERNANCE OF REMUNERATION POLICY

The governance  applied by  the  Group ensures  an exhaustive  and  idependent 
review of the remuneration policy, through:

  *an annual  review  of remuneration,  which  is coordinated  by  the  Human 
    Resources  Division  and  involves   the  Bank's  control  functions,   in 
    successive stages of validation from business line/entity level and up  to 
    to General Management;

  *an ultimate validation of this  policy, including principles, budgets  and 
    individual allocations,  by the  Board of  Directors after  review by  the 
    Compensation Committee.

This remuneration  policy has  been established  in compliance  with  relevant 
regulations,  in  particular   the  European   CRD  III   Directive  and   its 
transposition in  France via  Regulation No.  97-02, for  those staff  members 
exerting a  significant  impact  on  the  Group's  risk  profile  (hereinafter 
"regulated population"). It is subject to regular review:

  *externally by  the  various  supervisory bodies:  the  French  Prudential 
    Supervisory Authority  (ACP  or  Autorité  de  Contrôle  Prudentiel);  the 
    European Banking Authority; the Federal Reserve Bank;, .

  *internally, through an independent review by the Internal Audit Division.

In addition, with respect to the Chief Executive Officers, it respects the
recommendations of the AFEP-MEDEF Corporate Governance Code.

GROUP'S POLICY AND PRINCIPLES WITH REGARD TO REMUNERATION

The overall approach  is in continuity  with that applied  in previous  years, 
given that the French Prudential Supervisory Authority has not challenged  the 
remuneration policy implemented by  Société Générale since the  implementation 
of CRDIII in  December 2010 and  to the  extent that the  introduction of  the 
CRDIV regulatory  framework has  been postponed.  The key  principles of  this 
policy are as follows:

  *A large perimeter of regulated staff: 

  *based on a methodology of identification of relevant staff by activity and
    by position  held,  which  promotes  awareness among  a  large  number  of 
    employees of the risks related to their professional activity;

  *resulting in  the identification  of 2974  regulated staff  for 2012  (in 
    addition to the Chief Executive Officers) vs. 3546 for 2011. The decrease
    is essentially a result of the  overall reduction in headcount further  to 
    the wind down or restructuring of certain activities in the Corporate  and 
    Investment Bank,  which  comprises  the vast  majority  of  the  regulated 
    staff.

To the  extent that  this approach  differs from  general market  practice,  a 
review is underway  of the  methodology of identification  of regulated  staff 
with a view to increasing alignment with our principle peer group.

  *The variable remuneration  pools are  determined by business  line on  the 
    basis of:

  *the financial results after taking into account the costs of risk, capital
    and liquidity; 

  *but also qualitative  factors such as  market practices, conditions  under 
    which activities are carried out and risk management. Risk management, for
    activities within Corporate and Investment Banking, Private Banking, Asset
    Management and  Global Investment  Management Services,  is  independently 
    assessed by the Risk Division and the Compliance Division. 

The Finance Division ensures  that the total  amount of variable  remuneration 
does not undermine the Group's capacity to meet its capital requirements.

  *The allocations  of individual  variable components  are correlated  to  a 
    formalised annual  individual  appraisal  that  takes  into  consideration 
    quantitative  and  qualitative  objectives  known  to  the  employee.   In 
    addition, for individually regulated employees^[1], it it also takes  into 
    account  risk  and  compliance  management,  assessed  by  the  Risk   and 
    Compliance Divisions.

  *A variable remuneration structure conform with regulations, including  for 
    individually regulated employees:

  *A non  vested component  fully subject  to continued  employment,  minimum 
    performance conditions  and appropriate  risk and  compliance  management, 
    which vests on a  pro-rata basis over  a period of  three years and  which 
    represents at least 40% of the  total variable remuneration and more  than 
    70% for the highest variable remunerations;

  *The award of at least 50% in the form of Société Générale share equivalent
    instruments (representing 50% of the vested  component and 67% of the  non 
    vested component).

As a  result,  for this  category  of staff,  the  portion of  their  variable 
remuneration that is immediately paid out in cash is capped at 30% and can  be 
less than  15%  for the  highest  variable remunerations.  The  share  indexed 
instruments, in  addition, are  subject to  a retention  period ranging  of  6 
months.

The variable remuneration pool  for the regulated  population with respect  to 
2012 was 500 M € in total, up 22%  from 2011 and down - 31% compared to  2010. 
This follows a  significant decrease  of -44% in  2011 which  went beyond  the 
reduction in  profits and  which went  further than  the market  decrease  for 
certain activities and positions. The increase is in line with the  evolution 
of the 2012 operational financial performance of the Corporate and  Investment 
Bank which comprises the majority of the regulated staff.
The total fixed salaries of the regulated population was 393 M€, down -7% from
2011 and  -3%  from 2010  in  line with  the  reduction of  headcount  in  the 
Corporate and Investment Bank, which employs most of the regulated staff. 

Regulated population          Number of   Fixed   Total variable     Total
excluding CEOs                  staff   salaries   remuneration  remuneration
                                         (in M€)     (in M€)        (in M€)
2012                            2 974      393         500            893
2011                            3 546      423         410            833
2010                            3 663      405         729           1133
2012 vs. 2011 (in %)            -16%       -7%         22%            7%
2012 vs. 2010 (in %)            -19%       -3%         -31%          -21%

CHIEF EXECUTIVE OFFICERS

The fixed salaries of the Chief Executive Officers, which reflect  experience, 
responsibilities and market  practices, are  unchanged compared  to 2011.  The 
fixed salary of the Chairman and Chief Executive Officer is 1 M €.

The  variable  remuneration  rewards  performance  during  the  year  and  the 
contribution of the  Chief Executive Officers  to the success  of the  Société 
Générale Group and is based on the following criteria:

  *for 60%, the extent to which quantitative goals are met: 

           *at Group level: earnings per share (EPS), gross operating  income 
             and cost/income ratio; 

           *on the  scope  of  supervision of  each  Deputy  Chief  Executive 
             Officer: gross operating income and net income before tax.

  *for 40%,  the achievement  of individual  qualitative objectives  such  as 
    strategy, balance  sheet management,  cost  control, risk  control,  human 
    resources management, social and environmental responsibility.

It is capped  at 150% of  fixed salary  for the Chairman  and Chief  Executive 
Officer and at 120% for Deputy Chief Executive Officers.

The variable  remuneration  of  the  Chief Executive  Officers  for  2012  was 
determined based  on the  level  of achievement  of  their objectives  and  in 
particular their  contribution  to  the  Group's  transformation  and  to  the 
reinforcement of  its fundamentals  in terms  of balance  sheet structure  and 
capital. The variable remuneration awarded to the Chairman and Chief Executive
Officer is 1194 600 €.
The structure of  this variable  remuneration respects the  provisions of  CRD 
III. In addition, the Chairman and  Chief Executive Officer proposed to  defer 
his entire variable remuneration award,  including the vested portion, in  the 
form of  Société  Générale shares  or  equivalent instruments,  with  no  cash 
component paid in 2013.

The Chief Executive  Officers also benefit  from a long  term incentive  plan, 
which aligns  their interest  with those  of the  shareholders. This  plan  is 
subject to performance  conditions based  on share performance  with for  2012 
awards, performance evaluated at the beginning of 2014 and 2015 and payment in
March 2015 and March 2016.

The Chief Executive Officers are also subject to minimal holding  requirements 
of Société Générale shares.
The Chairman and Chief Executive Officer  received no stock option in 2013  as 
was the case in the previous two years. In addition, he does not benefit  from 
any supplementary company pension scheme or any contractual severance payment.

PREAMBLE

This document  was  drafted  in  application of  Articles  43.1  and  43.2  of 
Regulation No. 97-02 relative to  the internal control of credit  institutions 
and investment  firms, as  amended by  the decree  of 13  December 2010  which 
modified the  regulatory requirements  concerning  the remuneration  of  staff 
whose activities are likely to  have an impact on  the risk profile of  credit 
institutions and investment firms. Regulation 97-02 transposed into French law
the provisions of the so-called "CRD III" European Directive 2010/76/EU of  24 
November 2010. 

PART 1. CORPORATE GOVERNANCE OF REMUNERATION POLICY

The Group's  remuneration policy  is reviewed  every year.  It is  defined  by 
General Management, on a proposal of  the Group Human Resources Division.  The 
Board of  Directors approves  this policy,  after examining  the  Compensation 
Committee's recommendation. 

The Group's remuneration policy, in  particular with regard to the  categories 
of staff  whose activities  have  a significant  impact  on the  Group's  risk 
profile (hereinafter "regulated population"),  is applied to Société  Générale 
as well as the entities it controls,  in France and throughout the world.  The 
policy applied to the regulated population is adapted outside France in  order 
to comply with local regulations. The Group's rules are to be applied,  except 
when local regulations are more stringent.

The definition of  this policy  draws on analysis  of the  market context  and 
surveys covering  remuneration  carried  out  by  external  consultants,  i.e. 
Aon-Hewitt/MacLagan, Towers Watson and Mercer,  with regard to the  categories 
of employees that belong to the regulated population.

1.1  The composition and the role of the Compensation Committee

The Compensation  Committee  is  made  up of  four  members,  including  three 
independent directors, who  are not Chief  Executive Officers or  tied to  the 
company or any of its subsidiaries by an employment contract. The presence  of 
the Vice-Chairman  of the  Board  of Directors  on the  committee  facilitates 
cooperation with the Audit, Internal Control  and Risk Committee, of which  he 
is Chairman.

The Compensation Committee includes the following directors:

Jean-Martin FOLZ,  Company Director:  Independent  Director, Chairman  of  the 
Compensation Committee and the Nomination and Corporate Governance Committee.

Michel CICUREL, Chairman of  Michel Cicurel Consulting: Independent  Director, 
Member  of  the  Compensation  Committee  and  the  Nomination  and  Corporate 
Governance Committee.

Jean-Bernard LEVY, Chairman and Chief Executive Officer of Thalès: Independent
Director,  Member  of  the  Compensation  Committee  and  the  Nomination  and 
Corporate Governance Committee.

Anthony WYAND, Vice-Chairman of the Board of Directors: Chairman of the Audit,
Internal Control and Risk Committee, Member of the Compensation Committee  and 
the Nomination and Corporate Governance Committee.

The main missions of  the Compensation Committee are  defined in Section 5  on 
corporate  governance  of  the  2012  Registration  Document  and  cover,   in 
particular, the following aspects:

  *review of the  principles underlying  the remuneration  policy applied  to 
    Chief Executive Officers as well as their implementation and their annual
    evaluation;

  *preparation of the decisions of the Board relating to the employee savings
    plan and the long-term incentive scheme offered to employees;

  *annual review of the proposals put forward by General Management  relating 
    to the principles of the remuneration  policy applicable in the Group  and 
    verification  with   General   Management  that   they   are   effectively 
    implemented; in particular, monitoring of the overall amounts allocated to
    the fixed  salary increases  for  the forthcoming  year and  the  variable 
    remuneration for the previous financial year;

  *it reviews every  year the  remuneration policy applied  to the  regulated 
    population and verifies that General Management's report complies with the
    provisions of Regulation No. 97-02 and professional standards. 

The Compensation Committee reports its findings to the Board of Directors.  It 
carries out the same  tasks for the Group  companies supervised by the  French 
Prudential Supervisory  Authority (hereinafter  "ACP")  on a  consolidated  or 
sub-consolidated basis.

More  specifically,  the  Compensation  Committee  met  7  times  during   the 
remuneration review  process spanning  the period  2012 -  2013. During  these 
meetings, the Committee  prepared the  Board's decisions with  respect to  the 
following issues:

Chief       Executive   *Status  and  remuneration  of   Chief January 2013
Officers                  Executive Officers;                  February 2013
                                                                March 2013
                        *Appraisal    of    qualitative    and 
                          quantitative performance with respect
                          to 2012 of  Chief Executive  Officers 
                          and   discussion   with   the   other 
                          Directors of the Group

                        *Review of annual objectives set  with 
                          respect to 2013  for Chief  Executive 
                          Officers proposed to the Board
Regulation              *Verification that Group  remuneration April 2012
                          policies comply with regulations,  in July 2012
                          particular   those    covering    the October 2012
                          regulated     population     (payment December 2012
                          structure and terms)                 February 2013

                        *Review of changes in regulations with
                          regard    to     remuneration     and 
                          regulators' expectations
Group remuneration      *Verification that remuneration policy October 2012
policy                    is in  line with  the Company's  risk December 2012
                          management policy and the  objectives February 2013
                          set in terms of capital requirements March 2013

                        *Review of the  extent to which  risks 
                          and compliance are taken into account
                          and  in  the  variable   remuneration 
                          policy

                        *Review  of   the  extent   to   which 
                          regulated  staff  comply  with   risk 
                          management  policies   as   well   as 
                          professional standards

                        *Proposal  put  to   the  Board   with 
                          respect to performance share plans

                        *Review  of  the  fufillment  of   the 
                          performance conditions applicable  to 
                          deferred remuneration  and long  term 
                          incentives of the Group
Employee shareholding   *Consideration  of   the   terms   and April 2012
                          conditions  of   the  share   capital July 2012
                          increase reserved for employees;     February 2013

1.2  Internal governance of remuneration within the Group

The annual process  conducted to  review individual  situations (fixed  salary 
plus, when  relevant,  variable  remuneration and/or  performance  shares)  is 
coordinated by the Group Human Resources Division following various validation
stages at the level of  subsidiaries/business lines, core business  divisions, 
the Group Human  Resources Division  and General Management  and, finally  the 
Board upon  the recommendation  from the  Group Compensation  Committee.  The 
validation stages cover policy and budgets as well as individual  allocations, 
with the  Group  Human Resources  Division  ensuring the  consistency  of  the 
overall process  while  documenting the  various  validation stages  at  Group 
level. Legal and regulatory obligations in force in entities in France and  in 
entities and countries outside France are taken into account in this process.

Moreover, General Management has  defined, in addition  to the annual  process 
conducted to review  individual situations,  a system for  the governance  and 
delegation of remuneration decisions which  applies to the whole Group.  Above 
certain  thresholds  and  under  certain  conditions,  decisions  relating  to 
remuneration, which  can be  taken in  various situations  of human  resources 
management (recruitment,  internal mobility,  promotion, departure,.)  require 
validation by the Group Human Resources Division or General Management.  These 
delegation rules are  notified to business  divisions that subsequently  apply 
them at their level.
1.3  The role of control functions

In compliance  with  the  rules  concerning  bank  remuneration  policies  and 
practices defined within the framework of  the European CRD III Directive  and 
transposed into  French  law  via Regulation  No.  97-02,  control  functions, 
including in particular the Risk  Division, the Compliance Department and  the 
Finance Division,  are  involved  in  the process  of  reviewing  the  Group's 
variable  remunerations  and,  more  specifically,  those  of  the   regulated 
population.

Control functions intervene in the following key stages:

  *the Risk  Division,  the Compliance  Department  and the  Human  Resources 
    Division jointly identify the regulated  population, both in terms of  the 
    covered perimeter  of activities  as well  as covered  positions (cf.  2.2 
    hereafter);

  *the Finance Division and the  Risk Division validate the methodology  used 
    for setting variable remuneration pools,  checking that the various  kinds 
    of risk have  been taken  into consideration, while  the Finance  Division 
    furthermore checks that the total amount of variable remuneration does not
    hinder the Group's  capacity to  build up  its capital  base (cf.  2.3.1.1 
    hereafter);

  *the Risk Division and the Compliance Department assess risk and compliance
    management by the business sub-lines of Corporate and Investment  Banking, 
    Private  Banking,  Asset  Management  and  Global  Investment   Management 
    Services (cf. 2.3.1.1 hereafter), and give their opinion about the  manner 
    in which  employees who  individually  have a  significant impact  on  the 
    Group's risk  profile  take  these aspects  into  account  (cf.  2.3.1.2), 
    leading to an  adjustment of  variable remuneration  pools and  individual 
    awards in consideration of these assessments ;

  *the Finance Division  and the Risk  Division take part  in the process  of 
    defining deferred remuneration schemes (structure, performance  conditions 
    and malus clauses) (cf. 2.3.2 and 2.3.3). 

The independence of these control functions is guaranteed by direct  reporting 
to the  Group's  General  Management.  Moreover, as  with  all  Group  support 
functions, these functions are compensated through variable remuneration pools
determined according to the Group's overall performance, independently of  the 
results of  the activities  they  control. The  allocation of  these  variable 
remuneration pools is  based on  the extent  to which  objectives specific  to 
their function are met.

This  governance  system   ensures  that  remuneration   decisions  are   made 
independently and objectively. The process is reviewed ex post by the Internal
Audit Division.

PART 2. GROUP REMUNERATION POLICIES AND PRINCIPLES

The aim of  the Group's remuneration  policy is to  enhance the efficiency  of 
remuneration as a tool for  attracting and retaining employees who  contribute 
to the long term success of  the company while ensuring that employees  manage 
risks in an  appropriate manner and  comply with regulations.  This policy  is 
based on principles common to the whole  Group, but may vary by business  line 
and geographic area  in which the  Group operates. This  policy is  consistent 
with the  principles set  out by  regulators and  French professional  banking 
standards, and complies with local social, legal, and fiscal legislation.

Remuneration includes a fixed  component that rewards the  capacity to hold  a 
position in a satisfactory manner through the employee displaying the required
skills and, when relevant, a variable component that aims to reward collective
and individual performance, depending on  objectives defined at the  beginning 
of the year  and conditional on  results, the context  and also the  behaviour 
used to meet  said objectives,  according to  standards shared  by the  entire 
Group. This variable  component of  remuneration, above  a certain  threshold, 
includes for all Group employees (whether members of the regulated  population 
or not) a deferred component in  cash and in securities (shares or  equivalent 
instruments) subject to continued employment and performance conditions.

The setting of fixed and variable components of remuneration also takes market
practices into account.

Employees whose variable remuneration award is below a certain level may  also 
benefit from a  long term  incentive award (LTI)  in the  form of  performance 
shares. The  pools of  LTI are  mainly dedicated  to employees  who have  been 
identified as strategic talents, key resources and top performers. In 2012, an
additional specifique  LTI  pool was  distributed  to those  employees  having 
contributed to the Group's transformation program.

The Group's remuneration policy is defined  in a manner that avoids  providing 
incentives that may result  in situations of a  conflict of interests  between 
its employees and its clients.  The governance principles and rules  governing 
remuneration are set out in the Group's normative documentation concerning the
management of conflicts of interest.

2.1    A Group remuneration policy in line with regulations and market
practice

Assessments carried out internally and externally demonstrate that the Group's
remuneration policy complies with regulatory constraints.

Internally,  the  Group's  remuneration  policy  is  reviewed  regularly   and 
independently by  the Internal  Audit Division.  The last  review carried  out 
during 2012 covered the remuneration policy applied for 2010 and 2011 for  the 
regulated population. This assessment followed  a previous review of the  2009 
policy  applicable  to   "financial  market  professionals",   prior  to   the 
implementation of the  CRD III as  transposed into Regulation  n°97-02 of  the 
CRBF.

The Internal Audit Division concluded that the Group's remuneration policy was
well aligned  with  the  regulatory  constraints  and  market  practices.  The 
recommendations set out further  to this review  concerned a strengthening  of 
controls and increased documentation, in  order to further secure the  process 
of implementation of this policy. For the most part these recommendations were
implemented for the 2012-2013 remuneration review exercise.

In addition, the Group's remuneration policy is regularly reviewed by external
supervisory bodies (ACP, EBA, Federal Reserve Bank,.).

To the  extent  that  the  French Prudential  Supervisory  Authority  has  not 
challenged the  remuneration  policy  implemented by  Société  Générale  under 
CRDIII for  2011-2012  and  that  the introduction  of  the  CRDIV  regulatory 
framework has  been postponed,  a similar  approach has  been implemented  for 
2012-2013 in terms  of scope  of regulated staff  identified and  in terms  of 
remuneration structure. 

2.2    Perimeter of the regulated population in 2012

In continuity  with  the  two  previous  financial  years,  the  perimeter  of 
employees subject  to the  provisions  of Regulation  No.  97-02 of  the  CRBF 
concerning remuneration covers  all staff whose  professional activities  have 
potentially a  significant  impact  on  the  Bank's  risk  profile,  including 
employees exercising control functions. The methodology used to determine  the 
perimeter of  this regulated  population is  based on  a broad  identification 
process by activity and subsequently by position held.

The perimeter of activities  that have a material  impact on the Group's  risk 
profile was determined on the  basis of work already  carried out by the  Risk 
and Finance Divisions, in the context  of the process of formal definition  of 
the Group's risk appetite and based  on stress test scenarios, the results  of 
which have been communicated to  the French Prudential Supervisory  Authority. 
This process is designed  to assess the sensitivity  of the Group  businesses' 
profitability to stress tests  and therefore is a  means of identifying  those 
activities having potentially a significant impact on the Group's results. The
assessment of the "material impact" of  each activity on the risk profile  was 
made at the consolidated Group level.

Within the activities identified, the material impact of individual  positions 
on the risk profile of  the company was assessed  by the Risk, Compliance  and 
Human Ressources Divisions in order define the identified populations, on  the 
basis of two criteria:

  *the level and type of risk of the activity;

  *the managerial/decisional level of the position with regard to risk
    management and compliance.

Accordingly, the regulated  population covers categories  of employees  having 
individually or collectively a significant impact on the Group's risk  profile 
(hereinafter   "individually   regulated"   and   "collectively    regulated", 
respectively). Lastly, pursuant  to Article  31-4 of Regulation  No. 97-02,  a 
level of remuneration comparable  to that of  risk takers was  also used as  a 
criterion of inclusion in the perimeter of individually regulated employess.

The perimeter of the regulated population in 2012 therefore comprises:

  *the Group's Chief Executive Officers and senior executives;

  *within Corporate  and  Investment Banking,  senior  management,  financial 
    market professionals, senior bankers,  certain professionals in  financing 
    and coverage activities;

  *executive managers in Private Banking and Retail Banking;

  *within control  functions, the  main managers  of the  Risk Division,  the 
    Compliance Department, the Internal  Audit Division, the Finance  Division 
    and the Human  Resources Division, as  well as senior  staff in charge  of 
    operational risks in the perimeter of identified activities. 

2974 employees (in addition to the Chief Executive Officers) were included in
the perimeter of  regulated staff for  2012, compared to  3546 for 2011.  The 
decrease is essentially a result of the overall reduction in headcount further
to the wind down or restructuring  of certain activities in the Corporate  and 
Investment Bank, which comprises the vast majority of the regulated staff.

2.3    2012 variable remuneration policy applied to the regulated
population

Allocation  of  variable  remuneration  is  not  contractual,  it  depends  on 
bothindividual and  collective performanceand  takes into  account  previously 
defined quantitative and qualitative criteria. It also takes into account  the 
economic, social, and competitive context. In order to avoid any conflicts  of 
interest, variable remuneration is not directly or solely linked to the amount
of Net Banking Income generated.
The criteria  used  to set  variable  remuneration  pools, as  well  as  their 
allocation, take into account all  risks through quantitative and  qualitative 
adjustments (cf. diagram page 10).

A significant  part is  deferred over  three years  and subject  to  continued 
employment and performance  conditions of  the business  line and/or  activity 
concerned. As such, under  the malus clause,  when performance conditions  are 
not met, the deferred component of variable remuneration is partially or fully
forfeited. Furthermore,  any excessive  risk taking  or any  behaviour  deemed 
unacceptable by  General  Management  may  result  in  a  reduction  or  total 
forfeiture of this deferred component.

2.3.1    The link between variable remuneration and performance and
alignment of variable remuneration with (ex ante) risk

2.3.1.1    Determination of variable remuneration pools

Variable remuneration pools are  set by business line,  at a global level,  in 
order to ensure financial solidarity between the various activities and  avoid 
conflicts of interest.

All variable remuneration  pools within Corporate  and Investment Banking  are 
calculated on the basis of the net normalised profit of the activity, in other
words net banking income after deduction of:

  *liquidity costs,

  *direct and indirect overheads,

  *the cost of risk,

  *the cost of capital.

The methodology used to take these items into account has been approved by the
Group's Risk Division and Finance Division and then by the Board of  Directors 
based on the recommendations of  the Compensation Committee. It complies  with 
the relevant regulatory requirements.

The setting of the overall pool, as well as its allocation to business  lines, 
depends on  the  aforementioned  quantitative  factors  but  also  on  several 
qualitative factors.

These qualitative factors include:

  *market practices in terms of remuneration (i.e. historical data as well as
    forecasts supplied by consulting firms); 

  *general conditions in the markets in which results were generated; 

  *the stage of maturity of the activity;

  *the independent  assessment  carried out  by  the Risk  Division  and  the 
    Compliance Department regarding risk management and regulatory compliance.
    This assessment is carried out at  the level of every sub-business line  / 
    entity of the Corporate and Investment Banking and Private Banking,  Asset 
    Management and  Global  Investment Management  Services  divisions.  Every 
    sub-business line / entity is assessed  by the Risk Division with  respect 
    to the way  it manages  counterparty risks, market  risks and  operational 
    risks  and  by  the  Compliance   Department  with  respect  to   managing 
    non-compliance risk. Thus, the assessment made by the Risk and  Compliance 
    experts on the collective  management of risks has  a weighting effect  on 
    the manner  in which  variable remuneration  pools are  allocated  between 
    sub-business lines / entities.

Within the Corporate  and Investment  Banking division, part  of the  variable 
remuneration pool of  each business line  is allocated to  a transversal  pool 
that is used to  finance variable remuneration for  activities still in  their 
development   stage   and    support   functions   (operations,    information 
technology,.). 

As of this  year, the  determination of  the variable  remuneration pools  for 
Private Banking was  based on a  methodology similar to  that used within  the 
Corporate and Investment Bank.

With respect to control functions, variable remuneration pools are  determined 
independently of the results of the business activities they control. They are
set according to the Group's financial results.

For the Group's senior managers (Chief Executive Officers, Executive Committee
and Group  Management Committee),  variable  remuneration is  not based  on  a 
collective pool but  is determined individually  on the basis  of the  Group's 
financial results, the results  of the business  activity they supervise,  the 
extent to which they  have met their  qualitative and quantitative  objectives 
and taking into account market practices as reported by remuneration surveys.

Moreover, the  Finance Division  includes the  proposed variable  remuneration 
pool in the budget forecasts that are  used as a basis to forecast  regulatory 
capital ratios. In this respect,  variable remuneration is taken into  account 
alongside other factors in capital planning and in terms of its adequacy  with 
respect to the  objectives set by  the Bank. General  Management reserves  the 
right, at its sole discretion, to re-calibrate variable remuneration pools  if 
they limit the Bank's  capacity to maintain the  level of capital required  to 
meet the target ratios.

2.3.1.2 Individual allocation of variable remuneration

The  individual  allocations  of  variable  remuneration  components  for  the 
regulated population are, as for the entire Group, correlated with the  annual 
individual performance appraisal that takes  into account the extent to  which 
quantitative and qualitative objectives have been met.

By consequence, there  is no direct  or automatic link  between the  financial 
results  of  an  individual  employee  and  his  or  her  level  of   variable 
remuneration insofar  as employees  are assessed  on their  results, those  of 
his/her activity and the way in which said results were achieved.

The objectives set are in accordance with the SMART method (the objectives are
Specific, Measurable,  Accessible, Realistic  and fixed  within a  Timeframe). 
This means that the objectives are  clearly identified and can be assessed  by 
indicators that are known to the employee.

The qualitative  objectives  are  tailored  to  the  individual  employee,  in 
relation to the employee's professional  activity and adapted to the  position 
held. These behavioural objectives may include the quality of risk management,
the means and behaviours used to achieve results, cooperation and teamwork and
human ressources  management.  Such qualitative  objectives  are listed  in  a 
common reference document that is used throughout the Group.

In addition to the individual appraisal carried out by line managers, the Risk
Division and  the  Compliance  Department  independently  assess  individually 
regulated employees and review in particular:

  *risk awareness, technical expertise with  respect to risks and  compliance 
    with policies and procedures related to risk management;

  *respect of regulations and internal procedures in terms of compliance,  as 
    well as the extent  to which they are  transparent vis-à-vis clients  with 
    respect to products and the associated risks;

  *the quality of the  interactions between the relevant  staff and the  Risk 
    and Compliance  Divisions  (transparency,  pro-activity,  completeness  of 
    information,.).

The senior management of the  relevant business divisions, General  Management 
and  the  Group   Human  Resources  Division   take  their  conclusions   into 
consideration when approving the overall  variable remuneration pools and  the 
way in  which  they  are  allocated  at  an  individual  level.  The  proposed 
individual awards are adjusted downwards in the event of a negative  appraisal 
by the Risk and/or Compliance Division.

The process is documented by the Human Resources Division and its  conclusions 
are submitted for approval to the Compensation Committee of Société Générale.

The employees  concerned  are  informed  that  their  position  is  considered 
regulated and are subject  to specific objectives  related to risk  management 
and compliance.

In addition, the competitive context in the market place is taken into account
by participating in  remuneration benchmark  surveys (carried out  by type  of 
business and geographic  area), which  provide insight  into the  remuneration 
levels practiced by the Bank's main competitors.

Lastly, the Group conducts transversal  reviews across the different  business 
lines for  comparable job  functions, to  ensure consistency  of  remuneration 
between the various Group activities and to facilitate internal mobility.

2.3.2  The payout process for variable remuneration

The variable remuneration awards for 2012 respect the payout rules set out  in 
the relevant regulations.

The higher  the level  of  the variable  remuneration  award, the  higher  the 
proportion of the non-vested  component. This proportion is  at least 40%  for 
individually regulated  employeesand  may  rise  above  70%  for  the  highest 
variable remuneration levels. Indeed, this year, the overall deferral  ceiling 
which was previously fixed at 70% no longer applies and the deferral rate  has 
been increased to 100%  for the portion of  variable remuneration exceeding  2 
M€, leading to a cap on the upfront cash payment.

In addition, more than 50% of variable remuneration is paid out in the form of
Société Générale share indexed  instruments (50% of  the vested component  and 
2/3 of the non vested component) for individually regulated employees.

Accordingly,  the  part  paid  immediately  in  cash  cannot  exceed  30%  for 
individually regulated employees,  and can be  less than 15%  for the  highest 
variable remuneration levels. 

For collectively regulated  employees, some  of the payment  rules applied  to 
variable remuneration have been adapted in accordance with the proportionality
principle (cf. diagram).

Individual variable remuneration breaks down into four parts:

  *a vested, non-deferred component paid in cash in March of the year
    following the close of the financial year;

  *a vested component deferred in the form of share indexed instruments,  for 
    which the  final  amount paid  to  the  employee depends  on  the  Société 
    Générale share price at the end of this retention period;

  *a non-vested deferred cash  component (which is not  indexed to the  share 
    price) conditional on the employee remaining in the Bank and dependent  on 
    the performance and risk alignment criteria described hereafter in 2.3.3;

  *a non-vested component deferred in Société Générale share indexed
    instruments:

           *for which  vesting  is  conditional  on  the  employee  remaining 
             employed by the Bank and dependent on the conditions described in
             section 2.3.3, and

           *the final value depending on the Société Générale share price  at 
             the end of the rentention period. 

The retention period lasts six months for instruments indexed to the Société
Générale share price.

All employees  receiving deferred  variable remuneration  are prohibited  from 
using hedging or insurance strategies during  both the vesting period and  the 
retention period.

Finally, it should be noted that the  Group has ceased to grant stock  options 
since 2011.

Structure of remuneration (excluding Corporate Officers)
                                               Variable remuneration
                                      Definitive payment/allocation deferred over time
  Categories      Fixed          Vested part                 Non-vested part
 of employees  remuneration
                                                    
                                                    
                                                    
 - Group
 Senior
 Executives                              Share      Deferred      Share       Shares
 (Executive                   Cash    equivalents     cash     equivalents  equivalents
 Committee                                (2)                      (2)          (2)
 and Group
 Management    Fixed salary
 Committee) 

 -                             50%        50%          33%         33%          33%
 Individually                upfront   deferred     deferred    deferred     deferred
 regulated                                          component   component    component
 employees
 (1)
                             March     October       March      October      October
                              2013       2013*        2014*       2015*        2016*
                                                  
                                                  
                                                  
 -
 Collectively
 regulated                                                        Share       Shares
 employees                    Cash                  Deferred   equivalents  equivalents
 (3)                                                  cash         (2)          (2)
 - Other
 employees
 subject to    Fixed salary
 Group
 deferral
 plan (4):                    100%                     33%         33%          33%
 Variable                    upfront                deferred    deferred     deferred
 remuneration                                       component   component    component
 above €
 100,000
                              March                   March      October      October
                              2013                    2014*       2015*        2016*
 
 
 *Date of availability/payment, taking into account the post-vesting retention period
 (6 months for share equivalents)
 (1) Employees identified as having individually
 a material impact on the Group's risk profile
 (2) Share equivalents remain subject to the potential
 application of the malus clause during the retention period
 (3) Employees who collectively have
 a material impact on the Group's
 risk profile
 (4) Employees in Corporate and Investment Banking; in Private Banking, Asset Management
 and Global Investment Management Services and in the Group's Central Departments

2.3.3    Performance conditions and risk alignment for deferred variable
remuneration (ex post)

Vesting of the deferred remuneration component depends entirely on  fulfilment 
of (i) a performance condition and (ii) a condition related to the appropriate
management of risks and compliance with rules of professional conduct.

Performance conditions are tailored according to the division and activity. If
a  minimum  performance  level  is  not  met  every  year,  deferred  variable 
remuneration is partially or entirely forfeited (malus principle mentioned  in 
Article 31.4 of Regulation No. 97-02).

Performance thresholds are set by the Finance Division and are approved by the
Board of Directors.

Performance conditions are set according  to the level of responsibility,  and 
are increasingly demanding in line with the beneficiary's hierarchical  level. 
Société  Générale  senior  executives  are  subject  to  specific  performance 
conditions, in line with the objectives set out in the Group's strategic plan.

The performance  conditions applied  to deferred  remuneration, by  managerial 
layer, are summarised in the following table:

                 Vesting in March  Vesting in March 2015 Vesting in March 2016
Managerial layer       2014
                      Cash          Share equivalents     Share equivalents
                                   with retention period with retention period

          Business  2013 operating income of Annualised       Annualised
Executive line      perimeter under          relative TSR (*) relative TSR (*)
Committee           supervision              between 2012 and between 2012 and
          Other     Core Tier One at         2014             2015
          Functions 31/12/2013

                         CIB (**): 2013    CIB (**): 2014
                         operating income  operating income
                         PRIV(**): 2013   PRIV(**): 2014
           Business line cost of risk      cost of risk       Annualised
Management               Other: 2013       Other: 2014        relative TSR (*)
Committee                operating income  operating income   between 2012 and
                         of perimeter      of perimeter      2015
                         under supervision under supervision
           Other         Core Tier One at  Core Tier One at
           Functions     31/12/2013        31/12/2014

                                                   CIB (**): 2014 CIB (**):
                                   CIB (**): 2013  operating      2015
                        CIB, PRIV  operating       income         operating
                        (**)       income          PRIV(**):     income
Other employees with a             PRIV(**): 2013 2014 cost of   PRIV (**):
non-vested deferred                cost of risk    risk           2015 cost of
component including                                               risk
regulated population    Other
                        business    GNI (*) 2013  GNI (*) 2014   GNI (*)2015
                        lines and  Group           Group          Group
                        Other
                        Functions

(*) TSR: Total Shareholder Return / GNI: Group net income
(**) CIB: Corporate and Investment Banking / PRIV: Private Banking

In addition, any excessive risk taking or any behaviour deemed unacceptable by
General Management may result in these deferred remuneration components  being 
reduced or forfeited.

2.3.4    Policy concerning guaranteed remuneration

The awarding of guaranteed variable remuneration, in the context of an
employee being hired is:

  *strictly limited to one year (in compliance with Regulation n°97-02);

  *subject to the terms of the deferral remuneration plan applicable for the
    given financial year.

2.3.5  Severance payments

Discretionary payments (i.e. payments in  excess of severance payments set  by 
law or a collective bargaining agreement  due under the binding provisions  of 
labour law), linked to the early termination of an employment contract or  the 
early  rescinding  of  a  mandate,   are  not  under  any  circumstances   set 
contractually in advance (e.g. golden parachutes are strictly forbidden). They
are determined  at the  time the  employee  leaves the  Bank, by  taking  into 
account  the  beneficiary's  performances,  assessed  in  the  light  of   the 
collective performances of the activity the employee belongs to as well as the
performances of the Group as a whole.

PART 3. REMUNERATION OF CHIEF EXECUTIVE OFFICERS

3.1 Remuneration principles

The remuneration  of  Chief  Executive Officers  complies  with  the  European 
"Capital Requirements  Directive"  (CRDIII)  Directive of  24  November  2010, 
transposed in France via  Regulation No. 97-02. It  is in accordance with  the 
recommendations made by the AFEP-MEDEF Corporate Governance Code. Accordingly,
the Board of Directors defines  the remuneration of Chief Executive  Officers, 
on a proposal of the Compensation Committee (cf. 1.1. above).

The Board  of  Directors  sets  remuneration  principles  of  Chief  Executive 
Officers by  taking  into account  the  business environment  and  competitive 
context:

  *fixed remuneration  rewards experience,  responsibilities and  takes  into 
    account market practices;

  *annual variable remuneration rewards performances during the year and  the 
    contribution of Chief  Executive Officers  to the success  of the  Société 
    Générale Group. It is assessed through two dimensions:

           *aquantitative component, which is capped  at a maximum of 60%  of 
             annual variable remuneration. It is  based on the achievement  of 
             objectives linked to the Group's annual intrinsic performance and
             that of the  specific supervision scope  of each Chief  Executive 
             Officer. It is based on reaching financial indicators set in  the 
             Group's budget  targets. Results  are restated  for  non-economic 
             items related  to  the  revaluation  of  Société  Générale's  own 
             financial liabilities and the  accounting impact of Group's  loan 
             portfolio  hedges,  in  order   to  assess  the  Company's   real 
             performance;

           *a qualitative component,  capped at  a maximum of  40% of  annual 
             variable remuneration.  It is  based on  the achievement  of  key 
             objectives  relating  to  the  implementation  of  the  company's 
             strategy and set at the beginning of the financial year.

The pay-out structure  of the  variable remuneration  combines short-term  and 
long-term horizons with payments in cash  and in shares or share  equivalents. 
This approach aims  to ensure  sound risk management  in the  long term  while 
aligning Chief Executive Officers with shareholders' interests.
This payment structure of the variable component induces uncertainty since  it 
depends to a significant extent on  the Group's performance and the  variation 
in the Société Générale share price.
The variable remuneration paid to the Chairman and Chief Executive Officer and
the Deputy Chief Executive Officers is reduced by the amount of any attendance
fees they may receive both from Société Générale Group companies and companies
outside the Group of which they are Directors.
In compliance with the AFEP-MEDEF Corporate Governance Code, it is capped as a
percentage of annual fixed remuneration: 150% for Frédéric Oudéa and 120%  for 
the Deputy Chief Executive Officers.

  *the long-term incentive scheme  is aimed at  reinforcing the alignment  of 
    the Chief Executives  Officers interests  with those  of shareholders  and 
    provides incentive to deliver long-term  performance. Pursuant to the  CRD 
    III Directive and  the AFEP-MEDEF Corporate  Governance Code, its  vesting 
    depends on the Group's long-term performance;

3.2 Remuneration for 2012

The remuneration of the Chief Executive  Officers for the 2012 financial  year 
was set at the Board  of Directors' meetings held  in February and March  2013 
and the relevant data were published on Société Générale's web site. They  are 
reported in Part 4.2 hereafter in compliance with Regulation No. 97-02.

3.2.1 Remuneration of the Chairman and Chief Executive Officer

The fixed remuneration of Frédéric Oudéa was revised on January 1^st 2011  for 
the first time since his nomination as Chairman and Chief Executive Officer in
May 2009. Since, it remains unchanged at 1000000 EUR per year.

His annual  variable remuneration  was set  by the  Board of  Directors  after 
assessing his performance for 2012:

  *the quantitative component of variable  remuneration awarded for the  2012 
    financial year was determined according to the achievement of the  Group's 
    budgeted objectives with  regard to  earnings per  share, gross  operating 
    income and cost/income ratio;

  *the qualitative component was assessed by taking into account  pre-defined 
    specific objectives related to various  aspects such as strategy,  balance 
    sheet  management,  cost   control  and  organisational   rationalisation, 
    internal control  and risk  management, human  ressources management,  and 
    social and environmental responsibility. 

On the basis  of an  overall achievement rate  80% for  these objectives,  the 
gross annual  variable remuneration  awarded  to Mr  Frédéric Oudéa  for  2012 
totals 1 194600 EUR of which no cash payment will be made in 2013. This  can 
be compared with awards for previous years as follows:

                Reminder of gross variable remuneration     Gross variable
Mr. Oudéa        awarded for previous financial years    remuneration awarded
                   2009        2010 (1)      2011 (2)          for 2012
Amounts awarded   0 € (3)    1196820 €    682770 €        1194600 €
o/w amount paid      -        316311 €        0 €          Not applicable
in cash in 2012

1.The annual variable component for 2010 broke down as follows: one half  in 
    cash and paid  upfront in March  2011 and one  half in the  form of  share 
    equivalents valued at €49.20 (average  price at grant date). In  practice, 
    the actual amount paid in March 2012 relative to the part granted in share
    equivalents was 47% lower than its value at grant

2.The annual  variable remuneration  for 2011  was fully  deferred in  share 
    equivalents; no cash payment was made in 2012.

3.Mr Frederic  Oudéa relinquished  his variable  remuneration for  financial 
    years 2009. 

Mr Frédéric Oudéa did not receive any stock option in 2013, as was the case in
the previous two years.

The Chairman and Chief Executive Officer also receives compensation  totalling 
EUR 300,000 per year to offset the loss, upon resignation from his  employment 
contract, of all accrued rights in  his supplementary pension plan, for  which 
contributions had been made previously as a salaried executive manager of  the 
Group. It is fully subject to income tax and social security contributions. It
is  not  taken  into  account  when  determining  his  variable   remuneration 
component.



3.2.2 Remuneration of the Deputy Chief Executive Officers for 2012

The fixed remunerations  of the Deputy  Chief Executive Officers  were set  in 
March 2011, upon renewal of their mandates, at 650000 EUR for Messrs Cabannes
and Sammarcelli and at 700000 EUR for Mr Sanchez Incera.

Their annual variable  remuneration was set  by the Board  of Directors  after 
assessing their performance for 2012:

  *the quantitative component of variable  remuneration awarded for the  2012 
    financial year was determined based on:

           *the achievement  of the  Group's budget  objectives in  terms  of 
             earnings  per  share,  gross  operating  income  and  cosk/income 
             ratio;

           *the  fulfilment  of  budget  objectives  for  each  deputy  Chief 
             Officer's on  their  scope  of  supervision  in  terms  of  gross 
             operating income and net income before tax. 

  *the qualitative component was assessed by the Board based on the extent to
    which specific objectives  for each  Deputy Chief  Executive Officer  were 
    met, in line with those of the Chairman and Chief Executive Officer.

The gross annual variable remuneration of  Mr Séverin Cabannes amounts to  670 
176  EUR  for  an  overall  achievement  rate  of  86%,  587496  EUR  for  Mr 
Jean-François Sammarcelli for an overall achievement  rate of 75% and 560  112 
for Mr Bernardo Sanchez Incera for an overall achievement rate of 67%.

                           Reminder of gross variable        Gross variable
Deputy Chief Executive  remuneration awarded for previous remuneration awarded
Officers                         financial years                for 2012
                           2009      2010 (1)   2011 (2)
             Amounts     320 000 €   665281 €  310144 €      670176 €
             awarded
Mr. Cabannes o/w amount
             paid in         -       129827 €     0 €       Not applicable
             cash in
             2012
             Amounts                 675826 €  487 937 €      587496 €
             awarded        Not
Mr.          o/w amount applicable
Sammarcelli  paid in        (3)      119994 €     0 €       Not applicable
             cash in
             2012
             Amounts                 667662 €  391 440 €      560112 €
             awarded        Not
Mr. Sanchez  o/w amount applicable
Incera       paid in        (3)      127846 €     0 €       Not applicable
             cash in
             2012

(1) The annual variable component for 2010 broke down as follows: one half in
cash and paid upfront in March 2011 and one half in the form of share
equivalents valued at €49.20 (average price at grant date). In practice, the
actual amounts paid relative to the part granted in share equivalents were 47%
lower than their value at grant date.
(2) The variable remuneration awards for 2011 were fully deferred in share
equivalents; no cash payments were made in 2012.
(3) Messrs Sammarcelli and Sanchez Incera were appointed Chief Executive
Officers of the Société Générale Group on 1 January 2010.


3.3 Long term incentive awards of the Chief Executive Officers

The Board decided to associate the  Chief Executive Officers to the  company's 
long-term growth and to  align their interests with  those of shareholders  by 
setting up a fully conditional long-term incentive plan based on the value  of 
the Societe Generale share over  a period of three  and four years. This  plan 
will enable  the  Officers to  obtain  a certain  number  of shares  or  share 
equivalents depending on the relative performance of Societe Generale's shares
against those of eleven comparable European banks.

Under the terms  of the plan  granted in  May 2012, if  the share  performance 
evaluated at  the  beginning  of  2014  and then  the  beginning  of  2015  is 
equivalent to  that  of its  peers,  Mr.  Frédéric Oudéa's  will  recieve  two 
instalments, respectively  in  March  2015 and  March  2016,  each  instalment 
amounting to  18  750  shares  or share  equivalents.  For  the  Deputy  Chief 
Executive Officers,  each instalment  will represent  12 500  shares or  share 
equivalents.  If  the   Société  Générale   share  performance   were  to   be 
significantly lower  than that  of  its peers  at  each measurement  date,  no 
payment would be made. The final amounts  payable will depend on the level  of 
relative performance and on the value of the shares.

The accounting value  is 428  906 €  on average  for each  instalment for  the 
Chairman and  Chief Executive  Officer  and 285938  €  for the  Deputy  Chief 
Executive Officers.
The Board of Directors ensured that  this plan complies with the  dispositions 
of the AFEP-MEDEF Corporate Governance Code  and those of Regulation 97-02  of 
the CRBF transposing the European CRDIII provisions on remuneration.


3.4 Requirements regarding the ownership and holding of Société Générale
shares

Since 2002, the Group's Chief Executive Officers must hold a minimum number of
Société Générale shares set at:

  *80,000 shares for the Chairman and Chief Executive Officer;

  *40,000 shares for the Deputy Chief Executive Officers.

This minimum must be  reached by the  end of a five-year  mandate. As long  as 
this is not  the case, the  Chief Executive  Officers must retain  50% of  the 
vested shares granted  through Société  Générale share  plans as  well as  all 
shares acquired through the exercising of options after deducting the cost  of 
financing the said  option exercises  and the corresponding  taxes and  social 
security charges.

The shares can be held directly  or indirectly through the Group Savings  Plan 
in the case of Chief Executive Officers who are former employees.

Furthermore, in  accordance with  the legislation  in force,  Chief  Executive 
Officers are  required to  hold  a proportion  of  the vested  shares  granted 
through Société Générale share  plans or from  exercising the options  awarded 
under stock  option plans  in a  registered  account until  the end  of  their 
mandates. With regard to shares, this proportion has been set by the Board  at 
20% of vested shares from each grant  and, for options, at 40% of the  capital 
gains made  on exercising  the options,  net of  tax and  any other  mandatory 
deductions and minus  any capital  gains used  to finance  the acquisition  of 
these shares.

Chief Executive  Officers are  therefore required  to hold  a significant  and 
increasing number of shares.  They are strictly  forbidden from hedging  their 
shares or their options throughout the vesting and retention period.
Each year, Chief Executive Officers must  provide the Board of Directors  with 
all the necessary  information to  ensure that  these obligations  are met  in 
full.

3.5 The principles for determining annual variable remuneration for 2013

For 2013, the Board  has decided to maintain  the principles and structure  of 
variable remuneration defined for 2012.

The criteria for determining variable remuneration will be based on:

  *for 60% of  variable remuneration,  quantitative objectives  based on  the 
    financial performance of  the Group (earnings  per share, gross  operating 
    income and cost/income ratio of the  Group for all of the Chief  Executive 
    Officers ;  in addition,  for each  Deputy Chief  Executive Officier,  the 
    gross operating income, net income before tax and the cosk income ratio of
    their perimeter of supervision),

  *for  40%  of  variable  remuneration,  individual  objectives  principally 
    related to  the  Group's  stategy,  the  simplificiation  of  the  Group's 
    structure  through  reorganisation  around  the  Group's  principal   core 
    businesses, the  growth of  the activities  and results  of  international 
    retail banking,  in  particular  in  Roumania  and  in  Russia,  increased 
    operational efficiency, risk management and the reinforcement of  employee 
    engagement. 

Each of these components of annual variable remuneration remains limited to  a 
percentage of fixed remuneration, with  no modification compared to 2012  (cf. 
3.1. above)

At the date of publication of this report, the Board of Directors had not  yet 
made any decision  concerning the award  of any long  term incentive to  Chief 
Executive Officers.

3.6 Complementary information relative to Mr Frédéric Oudéa's mandate

  *As Mr Frédéric Oudéa has terminated  his employment contract, he does  not 
    benefit from any supplementary company pension scheme. 

  *Moreover, he  does  not benefit  from  any contractual  severance  payment 
    ("goldenparachute").

  *Lastly, should his  position as  Chairman and Chief  Executive Officer  be 
    terminated, Mr Frederic Oudéa would be bound by a non-compete clause  that 
    would prohibit him from  accepting a position in  a credit institution  or 
    insurance company  listed  in France  or  outside  France as  well  as  an 
    unlisted credit institution in France.  In exchange, he could continue  to 
    receive his fixed remuneration. Both parties would however be entitled  to 
    waive this clause. The length of this non-compete clause is 18 months.  By 
    consequence, the payment that  could potentially be  made should he  leave 
    the Group  would be  lower  than the  2-year  ceiling recommended  by  the 
    AFEP-MEDEF Corporate Governance Code.



PART 4. INFORMATION ABOUT REMUNERATION FOR FINANCIAL YEAR 2012

4.1 The regulated population (individuals whose professional activities have a
material impact on the risk profile of the company) excluding Chief Executive
Officers

Remuneration awarded for the financial year:

                                     Total     Total amount of Total amount of
                      Number of   remuneration      fixed         variable
                    beneficiaries    in €m      remuneration    remuneration
                                                    in €m          in €m *
Group Total             2974          893            393             500
o/w Corporate and       2880          841            374             467
Investment Banking
o/w Other
activities and           94            52            19             33
Central Group
Functions
       *o/w
 Vested component         -            -              -              234
 paid or delivered
     in €m^(2)
       *o/w
    Conditional           -            -              -              266
deferred component
  in €m ^(1)(2)

(1) Payable in four instalments between October 2013 and October 2016, o/w €51
million due in October 2013
(2) Based on the value at award date

Those professionals whose variable remuneration  is below 100000€ have  their 
variable remuneration paid out in full in the year of award.   

               * o/w                                   *o/w
Payment or conditional award in cash award in shares or equivalent instruments
               in €m                                in €m ^ (2)
                305                                     195

(2) Based on the value at award

The above amounts break down in the following manner:

    Cash in €m     Shares or equivalent instruments in €m
Upfront                     Deferred
Vested  Non vested    Vested ^ (3)        Non vested
  234       71              51                 144

(3) Still subject to the potential application of the malus clause during the
retention period

Summary of the relevant deferred variable plans by instalment and by vehicles:

 Instalment  2010     2011        2012        2013      2014    2015    2016
                                France :    France :
                              50% Shares /   Shares
                     Share      50% Share    Outside
 2009 Plan   Cash    Equiv.      Equiv.     France :
                                 Outside      Share
                                France :     Equiv.
                              Share Equiv.
                                            France :
                    50% Cash    50% Cash     Shares
 2010 Plan         50% Share    50% Share    Outside    Cash
                     Equiv.      Equiv.     France :
                                              Share
                                             Equiv.
                                                      France :
                                50% Cash               Shares
 2011 Plan                      50% Share     Cash    Outside   Share
                                 Equiv.               France : Equiv.
                                                       Share
                                                       Equiv.
                                            50% Cash            Share   Share
 2012 Plan                                  50% Share   Cash   Equiv.  Equiv.
                                             Equiv.
Share Equiv. : Société Générale Share Equivalents are paid out in
their cash value after a 6 month retention period
Shares: Société Générale performance shares with a vesting period of at least
2 years followed by a retention period of 2 years for residents of France

Outstanding deferred variable remuneration

The amount of outstanding deferred  remuneration corresponds this year to  the 
outstanding deferred variable remuneration awarded with respect to 2012,  2011 
and 2010.

.

         Amounts of conditional deferred remuneration in €m^(1)
With respect to 2012 financial year With respect to prior financial years
                266                                  208

(1) Expressed as value at award date

All outstanding deferred variable remuneration is exposed to possible explicit
adjustments (performance  conditions and  clause concerning  appropriate  risk 
management) and/or implicit adjustments (indexed to share price).

Deferred variable remuneration paid out or reduced through performance
adjustments for the financial year:
This information is disclosed by award year from 2009. The data concerning
2009 are based on the perimeter concerned by the 2009 remuneration disclosure,
i.e. "financial market professionals". As the 2010 and 2011 perimeters are
wider (cf. "perimeter of regulated population"), any comparison between 2009,
on the one hand, and 2010 and 2011, on the other hand, would not be based on
equivalent perimeters:

          Amount of deferred                               Amount of deferred
 Year of  remuneration vested      Amount of deferred      remuneration vested
  award         in €m -       remuneration reduced through       in €m -
            Value at award   performance adjustments (1)   Value at time of
                                                           vesting/of payment
  2011            90                       0                       89
  2010            112                   6.3 (2)                    67
  2009         88                    2.4 (3)                    63
   (4)

(1) The amount of deferred remuneration reduced corresponds to explicit
adjustments (performance conditions not met). The balance of the reduction in
amount vested is due to implicit adjustments (reduction in the value of
shares).
(2) 127.604 performance shares awarded as part of the 2010 plan were
forfeited, due to the performance condition not being met.
(3) 58.203 performance shares awarded as part of the 2009 plan were forfeited,
due to the performance conditions not being met.
(4) 2009 perimeter of financial market professionals

Sign-on and severance payments made during the financial year:

 Total amount of severance payments made   Sign-on payments made and number of
       and number of beneficiaries                    beneficiaries
Amount paid out  Number of beneficiaries   Amount paid out      Number of
     in €m                                      in €m         beneficiaries
     36.3                  191                   0.1                3

Severance awards:

Amount of severance payments awarded during the financial year
        Total amount              Number of beneficiaries
             0                               0
     Highest such award
             0


4.2. Chief Executive Officers

Chief Executive  Officers  in  the  2012 financial  year  were  Messrs  Oudéa, 
Cabannes, Sammarcelli and Sanchez Incera.

The remuneration  of  Chief  Executive  Officers was  subject  to  a  specific 
disclosure following the Board of Directors meeting held on 14 March 2013 that
approved the variable remuneration awards for 2012.

Remuneration awarded for the financial year:

  Number of        Total      Total fixed  Total variable remuneration
beneficiaries remuneration in remuneration           in €m*
                    €m           in €m                                 4 6 3 3

Notes:
In addition to these amounts, Mr Oudéa received € 0.3m in compensation to
offset the loss of all his rights to the supplementary pension plan benefiting
the Group's senior managers.
Theses amounts do not include the long term incentives awarded in May 2012 for
which the value at award is € 2.6m.

      *o/w               *o/w               * o/w                *o/w
Vested component     Conditional         payment or      allocation in shares
paid or delivered deferred component  conditional award     or equivalent
      in €m           in €m (1)         in cash in €m   instruments in €m (1)
       0,4               2,6                 0,4                 2,6

(1) Expressed as value at award date

Outstanding deferred variable remuneration
The amount of outstanding deferred remuneration corresponds this year to the
outstanding deferred variable remuneration awarded with respect to 2012, 2011
and 2010.

         Amounts of conditional deferred remuneration in €m^(1)
With respect to 2012 financial year With respect to prior financial years
                2,6                                  2,5

(1) Expressed as value at award date

Deferred conditional remuneration paid out or reduced through performance
adjustments for the financial year:
This information is disclosed by award year from 2009.

         Amount of deferred                                Amount of deferred
Year of  remuneration vested      Amount of deferred       remuneration vested
 award         in €m -       remuneration reduced through        in €m -
           Value at award       performance adjustments     Value at time of
                                                           vesting/of payment
  2011           0.7                       0                       0.9
2010 (1)          0                        0                        0
  2009            0                        0                        0

(1) Furthermore, Chief Executive Officers were awarded 92 302 performance
shares which were forfeited in March 2013, due to the performance condition
not being met.

Sign-on and severance payments made during the financial year:

 Total amount of severance payments made   Sign-on payments made and number of
       and number of beneficiaries                    beneficiaries
Amount paid out  Number of beneficiaries   Amount paid out      Number of
     in €m                                      in €m         beneficiaries
       0                    0                     0                 0

Severance awards:

Amount of severance payments awarded during the financial year
        Total amount              Number of beneficiaries
             0                               0
     Highest such award
             0

[1]Individually regulated employees are those identified as exerting,
individually, a significant impact on the risk profile of the Group.

REMUNERATION POLICIES AND PRACTICES REPORT 2012

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: SOCIETE GENERALE via Thomson Reuters ONE
HUG#1698154