Form 20-F 2005

Compensation
According to French law, compensation of the Chairman and Chief Executive Officer is determined by the Board of Directors. The
Compensation and Selection Committee makes recommendations to the Board regarding such compensation.
Chairman of the Board of Directors
The amount of gross compensation paid to Mr. Nanot in his capacity as Chairman of our Board of Directors (from January 1 until
December 31, 2005) was €300,000. He did not receive any variable compensation.
Chief Executive Officer
The aggregate amount of gross fixed compensation paid to Mr. Clamadieu in 2005 in his capacity as Chief Executive Officer was
€500,000. The variable component of his compensation in respect of 2005, to be paid in 2006, is €800,000. The variable portion of
his remuneration may equal between zero and €1 million, and is determined based 50% on quantitative criteria (including gross cash
flow and leverage) and 50% on qualitative criteria (30% based on strategy and 20% based on workplace safety and environmental
results, the ability to motivate and the quality of internal and external communications). In 2004, his variable compensation totaled
€900,000, which was paid to him in 2005.
Furthermore, Mr. Clamadieu received a mid-term bonus of €36,000 euros earned in 2002 through his work contract prior to his
mandate as Chief Executive Officer.
The total gross compensation due to Mr. Clamadieu for 2005 was €1,300,000 including both fixed and variable payments for
2005. The total amount received by Mr. Clamadieu in 2005 was €1,436,000 (including fixed compensation for 2005 and variable
compensation for 2004 plus the 2002 mid-term bonus).
In addition, Mr. Clamadieu’s employment contract provides that in case of his leaving our Group, he could be entitled to
severance pay totaling €1,785,000, or the equivalent of 36 months paid salary as specified in his employment contract.
Mr. Clamadieu’s employment contract was suspended upon his appointment as Chief Executive Officer and it will remain so until
the expiry of his mandate, at which time his employment contract will immediately be in force.
Designated Executive Officer
Gilles Auffret was named Designated Executive Officer on October 3, 2003 for a fixed period, which as planned, came to an
end on June 23, 2005. During his term as Designated Executive Officer, his employment contract was still in force. He received
fixed compensation in light of his employment contract. Furthermore, he received special variable compensation in accordance
with his mandate as Designated Executive Officer and in connection with criteria set out in our plan to reduce fixed costs.
Since June 23, 2005, Mr. Auffret’s compensation, both fixed and variable, has been and will continue to be entirely based on
his employment contract. The information provided below applies only to remuneration that he received during his term as
Designated Executive Officer from January 1 through June 23, 2005.
From January 1, 2005 through June 23, 2005 (the date of his term as Designated Executive Officer), Mr. Auffret received €196,055
in fixed compensation under his employment contract.
70 Form 20 - F 2005 - Rhodia