Compensation plan for members of the Managing Board:

Compensation of the Managing Board takes account of the significance of the Group and the responsibility that goes with it, the economic situation of the company, and the market environment.

The variable portion of the compensation emphasises the need for sustainability in several ways; it depends largely on achieving long-term criteria that go beyond a single year.

The amount of the performance-related portion of the remuneration has an upper limit and accounts for approximately 40% of the possible total income. The prerequisite for being awarded this compensation is taking into consideration the sustainable development of the Company and the Group. The Managing Board is not entitled to the performance-related component of compensation if results fall below certain thresholds.

Even when the target is fully met for one financial year, because of the focus on sustainability, the full variable compensation is only awarded when an adequate result is achieved in the following year as well.

In this regard, the performance criteria of the variable compensation for 2010 is the profit before taxes of the years 2010 and 2011.

Stock options or similar instruments are not a part of the compensation of the Managing Board.

In consideration of the difficult situation of individual companies and their customers, the Managing Board, despite the positive results of 2009 and after having foregone variable compensation for 2008, waived its claim to bonus payments for 2009 as well. This meant that no bonuses were paid to the Managing Board in the year 2010.

The standard employment agreement of a member of the Managing Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe includes a pension entitlement equal to at most 40% of the determination base if the member remains on the Managing Board until the age of 65 (the determination base is equal to the standard fixed salary). The rules for Managing Board members with many years of prior service differ in that the percentage of the determination base is higher for historical reasons (up to 55%) with supplements awarded for remaining on the Managing Board at the Supervisory Board’s request after the age limit has been reached.

A pension is normally received only if a Managing Board member’s position is not extended not through any fault of his or her own or the Managing Board member retires due to illness or age.

To the extent that the law does not require application of the provisions of the Austrian Employee and Self-Employment Provisions Act, the Managing Board agreements of the VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe provide for a severance payment structured in accordance with the provisions of the Austrian Employee Act, as amended in 2003, in combination with applicable sector-specific provisions. Under these provisions, depending on the period of service, Managing Board members can receive two to twelve months’ remuneration as a severance payment, with an increase of 50% if the member retires or withdraws after a long-term illness. A member who withdraws from the Managing Board of his or her own volition before being able to retire, or who withdraws due to a fault of his or her own, is not entitled to a severance payment.

Compensation plan for members of the Supervisory Board

In accordance with resolutions adopted by the 16th ordinary General Shareholders’ Meeting on 25 May 2007, the members of the Supervisory Board elected by the General Shareholders’ Meeting are entitled to receive compensation in the form of a payment remitted monthly in advance. Members of the Supervisory Board who withdraw during the course of a month receive full compensation for the month in question. In addition to this compensation, Supervisory Board members are entitled to receive an attendance allowance for participating in Supervisory Board meetings and Supervisory Board committee meetings (remitted after participation in the meeting). The total compensation paid to members of the Supervisory Board in 2010 was EUR 351,000 (2009: EUR 366,000).