ANNUAL INFORMATION FORM · “believe,” “expect,” “may,” verbs conjugated in the future and conditional tenses, and similar expressions identify forward-looking statements

ANNUAL INFORMATION FORM

CAISSE CENTRALE DESJARDINS

Year Ended December 31, 2008

March 27, 2009

TABLE OF CONTENTS

INFORMATION INCORPORATED BY REFERENCE .......................................................................... AIF-4

FORWARD-LOOKING STATEMENTS................................................................................................. AIF-4

CORPORATE STRUCTURE

Name, Address and Incorporation.....................................................................................AIF-4, AR-110 Subsidiary ........................................................................................................................................ AIF-4

GENERAL DEVELOPMENT OF THE BUSINESS ...........................................................................AR-8-14

DESCRIPTION OF THE BUSINESS

Business Segments................................................................. AIF-5, AR-3, 23, 27-28, 38-40, 44-46, 98 Regulation and Control........................................................................................................AIF-5, AR-99 Employees ........................................................................................................................... AIF-5, AR-29 Lending ....................................................................................................................AR-32-33, 37, 44, 76 Risk Factors................................................................................................................... AR-18-19, 44-48

DIVIDENDS AND DISTRIBUTIONS.......................................................................................... AIF-6, AR-30

CAPITAL STRUCTURE ........................................................................................................AR-5, 80-81, 99

MARKET FOR SECURITIES................................................................................................................. AIF-6

DIRECTORS AND EXECUTIVE OFFICERS

Directors .......................................................................................................................................... AIF-6 Executive Officers............................................................................................................................ AIF-8 Cease Trade Orders, Bankruptcies, Penalties or Sanctions........................................................... AIF-9

LEGAL PROCEEDINGS ....................................................................................................................... AIF-9

TRANSACTIONS WITH DESJARDINS GROUP...........................................................................AR-32, 97

MATERIAL CONTRACTS ................................................................................................................... AIF-10

EXPERTS............................................................................................................................................. AIF-10

ADDITIONAL INFORMATION............................................................................................................. AIF-10

ADDITIONAL DISCLOSURE

Principal Holders............................................................................................................................ AIF-10 Indebtedness of Directors and Executive Officers ........................................................................ AIF-11 Auditors.......................................................................................................................................... AIF-11

STATEMENT OF EXECUTIVE COMPENSATION ............................................................................. AIF-11

2

3

INFORMATION WITH RESPECT TO THE AUDIT COMMITTEE ...................................................... AIF-22

ADDITIONAL DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES ..........AIF-24, AR-100-106

Board of Directors......................................................................................AIF-24, AR-102, 106 and 108 Mandate of the Board of Directors.........................................................................................AR-101-102 Work Descriptions.....................................................................................................AIF-24, AR-106-107 Orientation and Training Program ................................................................................................AR-103 Business Ethics ...............................................................................................................AIF-25, AR-101 Nomination Procedure..................................................................................................................AR-103 Remuneration ..................................................................................................................AIF-22, AR-104 Other Board Committees.......................................................................................................AR-107-108 Assessment ..................................................................................................................................AR-103

SCHEDULES ....................................................................................................................................... AIF-26

AIF: Annual Information Form

AR: Annual Report

INFORMATION INCORPORATED BY REFERENCE

Some information in this Annual Information Form is taken from the Annual Report of Caisse centrale Desjardins du Québec for the year ended December 31, 2008 (the “Annual Report”) and is incorporated by reference into this Annual Information Form.

FORWARD-LOOKING STATEMENTS

This Information Form may contain forward-looking statements regarding the activities, objectives and strategies of the Caisse centrale Desjardins du Québec (“Caisse centrale”). Generally, words such as “believe,” “expect,” “may,” verbs conjugated in the future and conditional tenses, and similar expressions identify forward-looking statements. Forward-looking statements inherently contain general and specific assumptions, uncertainties and risks; it is therefore possible that the predictions or forecasts made may not materialize because of a number of factors. Various significant factors can impact the accuracy of the forward-looking statements contained in this Information Form, including legislative or regulatory changes, changes in economic conditions, in particular the impact of the current capital market volatility, which results in cash shortages on various markets, changes in interest and exchange rates, monetary and tax policies, consumer spending, loan applications, the savings performance of individuals, the unemployment rate, trade between Quebec and the United States, changes in technology, the effects of heavy competition in a market that is very susceptible to globalization, the ability to create new products and services and release them on the market at the opportune moment, the ability to gather complete and accurate information on our clientele and its counterparties, legal or regulatory proceedings, the ability to complete and integrate acquisitions and strategic alliances, the impact of potential international conflicts, including terrorism or natural disasters, changes to standards, agreements, accounting estimates and assumptions, including changes to accounting estimates affecting provisions or allowances, the capacity to recruit and retain key managers, and Management’s ability to foresee and manage the risks of the above-mentioned factors.

Furthermore, some risk factors are discussed in the Risk Factors section of the Annual Report, and Caisse centrale has implemented management strategies for dealing with them. Therefore, these and other factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. It is important to note that the list of factors capable of impacting the above-mentioned future results is not exhaustive. Caisse centrale does not undertake to update any forward-looking statements, whether verbal or written, made from time to time for it or on its behalf.

CORPORATE STRUCTURE

Name, address and incorporation

Caisse centrale, was created on June 22, 1979. Caisse centrale is a financial services cooperative governed by an “Act respecting the Mouvement Desjardins” (2000 S.Q., c. 77), as amended, and by the “Act respecting financial services cooperatives (Québec)”, as amended. Caisse centrale may also identify itself under the name of “Caisse centrale Desjardins.”

Caisse centrale is part of the Desjardins Group. The shares of the capital stock of Caisse centrale are held primarily by the Fédération des caisses Desjardins du Québec (the “Federation”) which, with its member caisses (the “caisses”), is a full member of Caisse centrale.

The head office of Caisse centrale is located at 1170, Peel street, Suite 600, Montreal, Quebec, H3B 0B1. Additional information on other offices of Caisse centrale is provided on page 110 of the Annual Report.

Subsidiary

Caisse centrale, through its holding company Desjardins FSB. Holdings, Inc. (incorporated under the laws of the State of Delaware, USA), holds all the capital stock of Desjardins Bank, N.A. (incorporated under the federal laws of the United States). Caisse centrale also opened a branch in the State of Florida under

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the name of Caisse centrale Desjardins U.S. Branch. (incorporated under the federal laws of the United States).

DESCRIPTION OF THE BUSINESS

Caisse centrale is a cooperative institution which offers financial services to the Desjardins Group, governments, public and parapublic sector institutions, medium-sized and large businesses and individuals. It serves the needs of the Federation, the caisses and the other entities of the Desjardins Group. Caisse centrale’s mandate is to provide institutional funding for the Desjardins caisses network and to act as financial agent, notably by supplying inter bank exchange services, including clearing house settlements. Caisse centrale’s activities on the Canadian and international markets complement those of the other entities of the Desjardins Group. As at December 31, 2008, Caisse centrale had 380 employees.

Business segments

Caisse centrale conducts its activities in three segments. Each segment offers different services, uses separate strategies and is managed by a senior vice-president:

- Financing segment: this segment offers a range of financial products and services and grants financing in the form of lines of credit and term loans to members and entities included in the scope of consolidation of Desjardins Group, to public and parapublic entities, to private sector businesses and to individuals. This segment also includes the trans-border financings to clients of the U.S. branch.

- Desjardins Group Treasury segment: this segment manages Caisse centrale’s assets and liabilities, securities and derivatives portfolios. As treasurer of the Desjardins Group, Caisse centrale ensures the management of the cash and liquidity portfolios, the assets/liability matching of the caisses network, the deposit fund, the financing of the credit card operations and the offer of treasury products to the clients of businesses and Desjardins institutions.

- International services segment: this segment includes the operations of the Desjardins International Service Centre and the subsidiary Desjardins Bank N.A.

Segment analysis of Caisse centrale’s activities is provided on pages 25 to 28 of the Annual Report. Also, for a summary of Caisse centrale’s financial results by business segment, reference is made to page 28 of the Annual Report, Table III, “Components of Net Interest Income and Other Income by Business Segment”, and to Note 22, “Segmented Information” of the annual consolidated financial statements, provided on page 98. Additional information on the financing and treasury segments are provided on pages 38 and 40.

Regulation and Control

The relevant information on the regulation and control applicable to Caisse centrale are provided on page 99 of the Annual Report.

Desjardins Bank N.A. is licensed with and supervised by the Office of the Comptroller of the Currency of the United States. As a bank holding company, the operations of Caisse centrale in the United States are subject to the supervisory and regulatory authority of the Board of the Governors of the Federal Reserve System under the International Banking Act of 1978. In accordance with the Federal Reserve’s policies, Caisse centrale must be a resource of financial strength for Desjardins Bank N.A. U.S. federal laws limit the ability of Desjardins Bank N.A. to engage in certain transactions with the affiliated entities of the Desjardins Group. Any such transaction is limited to an amount equal to 10% of Desjardins Bank N.A. capital and the aggregate of these transactions may not exceed an amount equal to 20% of its capital. These transactions must also be on terms as favourable to Desjardins Bank N.A. as those concluded with non-affiliates. Caisse centrale Desjardins U.S. Branch is also licensed with and supervised by the Office of the Comptroller of the Currency under the provisions of the International Banking Act of 1978 of the United States.

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DIVIDENDS AND DISTRIBUTIONS

No amounts were declared as interest on subscribed and paid-up capital shares as at December 31, 2008. For the years ended December 31, 2007 and 2006, sums of $80.1 and $68.2 million were respectively declared as interest on subscribed and paid-up capital shares. Relevant information on Caisse centrale’s policy on capital stock remuneration is provided on page 30 of the Annual Report.

MARKET FOR SECURITIES

Medium-term deposit notes issued in Canada by Caisse centrale are not listed on any stock exchange or similar market for securities.

DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following table sets forth as at December 31, 2008, the name, province of residence, position held within the Desjardins Group, principal occupation, the period or periods during which each director of Caisse centrale has served as a director, the last date of their term of office and committees of the Board of which each director of Caisse centrale is a member. Each member of the Board of Directors is elected for a term of three years. The Board of Directors of Caisse centrale is the same as that of the Federation, Capital Desjardins Inc., Desjardins Venture Capital and Desjardins Trust, and now includes Bertrand Laferrière as director of Desjardins Trust. Dominique Arsenault and Benoît Turcotte are managing directors of the Caisse centrale Board of Directors and, as such, cannot vote at board meetings.

Name and Province

of Residence

Position Held within Desjardins Group

Principal Occupation

Term of Office (Year)

Baril, Jacques c, f Québec

President, Council of Representatives, Est de Montréal

Assistant Director - Administration, Commission scolaire de la Pointe de l’Ile

2001/11

Blais, Thomas b

Ontario President, Council of Representatives, Caisses populaires of Ontario

Retired 2004/11

Boudreault, Laurier c

Québec General Manager, Caisse populaire Desjardins des Affluents

General Manager, Caisse populaire Desjardins des Affluents

2006/10

Chamberland, Serges d, f Québec

President, Council of Representatives, Saguenay-Lac-St-Jean – Charlevoix et-Côte Nord

Assistant- General Manager, Ville de Saguenay

2006/11

Charbonneau, Louise a, c

Québec

General Manager, Caisse populaire Desjardins de Saint-Michel

General Manager, Caisse populaire Desjardins de Saint-Michel

2001/09

Denis Duguay Québec

President, Council of Representatives, Richelieu-Yamaska

Retired since 2005; previously, businessman

2008/11

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Name and Province of Residence




Dumas, Alain c

Québec General Manager, Caisse populaire Desjardins de St-Tite

General Manager, Caisse populaire Desjardins de St-Tite

2004/10

Gagné, André a,d Québec

President, Council of Representatives, Québec-Est

CGA, Retired.

2001/10

Grant, Norman Québec

President, Council of Representatives, Bas St-Laurent et Gaspésie - Îles-de-la-Madeleine

Retired

2007/10

Lachapelle, André f

Québec President, Council of Representatives, Lanaudière

Notary, Firm Gagnon, Cantin, Lachapelle, and associates (SENCRL)

2001/10

Lafontaine, Daniel c Québec

General Manager, Caisse populaire Desjardins de Nicolet

General Manager, Caisse populaire Desjardins de Nicolet

2004/11

Lafortune, Andrée b

Québec

President, Council of Representatives, Ouest de Montréal

Chartered Accountant, FCA Associate Professor HEC Montréal

1999/01 2001/10

Lauzon, Marcel e, f Québec

President, Council of Representatives, Laval-Laurentides

Retired 2001/09

Leblanc, Pierre b Québec

President, Council of Representatives, Mauricie

Chartered Accountant, FCA Dessureault, Leblanc, Lefebvre, CA (SENCRL).

2001/11

Leroux, Monique F. a, d, e

Québec President of Desjardins Group and Chief Executive Officer, Fédération des caisses Desjardins du Québec

President of Desjardins Group and Chief Executive Officer, Fédération des caisses Desjardins du Québec. From 2004 to 2008, acted as Senior Executive Vice-President and Chief Financial Officer of Desjardins Group, and from 2001 to 2004, acted as President of Desjardins Financial Corporation Inc., Chief Executive Officer and director of the subsidiaries

2008/12

Mercier, Daniel a, d Québec

President, Council of Representatives, Centre-du-Québec

Director, Studies, Cégep de Victoriaville

2003/09

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Paré, Denis a, e Québec

President, Council of Representatives, Estrie

Notary, Firm Paré, Tanguay, notaries

2001/09

Roy, Michel f President, Council of Representatives Kamouraska – Chaudière - Appalaches

Retired 2005/11

Samson, Clément a, e Québec

President, Council of Representatives, Québec-Ouest - Rive-Sud

Lawyer, Joli-Cœur Lacasse 2001/10

St-Pierre Babin, Sylvie Québec

President, Council of Representatives, Abitibi-Témiscamingue – Nord et Ouest du Québec

Lawyer 2008/03

Tardif, Pierre a, e Québec

President, Council of Representatives, Rive-Sud de Montréal

Notary 1992/94 2001/09

Tourangeau, Serge b Québec

President, Council of Representatives, Group caisses

Retired 2006/09

a Member of the Executive Committee (7 members)

b Member of the Audit Commission (5 members)*

c Member of the Credit and Investment Commission (5 members) d Member of the Corporate Governance Commission (5 members)* e Member Human Resources Commission (5 members) f Member of Risk Management Commission (5 members) * The fifth member is Benoît Turcotte, managing director.

Executive officers

The following table sets forth as at December 31, 2008 the name, province of residence and position held by each executive officer of Caisse centrale. On July 28, 2008, the Board of Directors of Caisse centrale announced the appointments of Mr. Bruno Morin as General Manager and Mr. Raymond Laurin as Chief Financial Officer of Caisse centrale.


Directors Position

Leroux, Monique F. Québec

Chairman of the Board of Directors and Chief Executive Officer

Tardif, Pierre Québec

Vice Chairman of the Board of Directors

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Directors Position

Samson, Clément Québec

Secretary of the Board of Directors


Officers

Morin, Bruno Québec

General Manager

Bellefeuille, André Québec

Executive Senior Vice President

Descôteaux, Jacques Québec

Senior Vice President, Treasury of Desjardins Group

Laurin, Raymond Québec

Chief Financial Officer of Desjardins Group

Paradis, Michel Québec

Senior Vice President, Integrated Risk Management

St-Arnaud, Christian Québec

Senior Vice President, Financing and Banking Services

All directors and executive officers have held their respective offices or others within the Desjardins Group for more than five years.

As at December 31, 2008, none of the executive officers who are not directors held or exercised any control over any voting security of Caisse Centrale. All of the directors and executive officers are residents of Canada.

Cease trade orders, bankruptcies, penalties or sanctions

To the knowledge of Caisse centrale, no director or executive officer is, at the date of this Annual Information Form, or has been, within the ten years before such date, a director or chief executive officer or chief financial officer of any company, including Caisse centrale, that while that person was acting in that capacity, (a) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of Caisse centrale, no director or executive officer has, within the ten years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

LEGAL PROCEEDINGS

To the knowledge of management, Caisse centrale is not a party to any significant legal proceedings.

MATERIAL CONTRACTS

Caisse centrale is not a party to any material contract not entered into the ordinary course of business.

EXPERTS

The accounting firm PricewaterhouseCoopers LLP is the auditor of Caisse centrale and has, as such, prepared the auditor’s report on the audited consolidated financial statements for the financial years ended December 31, 2008 and 2007.

ADDITIONAL INFORMATION

Additional financial information is provided in the consolidated audited financial statements, the Management’s Discussion and Analysis of Caisse centrale for its most recently completed financial year and in the Annual Report. Copies of such consolidated financial statements, the Management’s Discussion and Analysis, the Annual Report and this Annual Information Form and any other document that is incorporated by reference may be obtained upon request from the Secretary of Caisse centrale. When securities of Caisse centrale are in the course of a distribution pursuant to a short form prospectus or a preliminary short-form prospectus has been filed in respect of a distribution of Caisse centrale’s securities, copies of the consolidated audited financial statements of Caisse centrale for the years ended December 31, 2008 and 2007 and the auditors’ report thereon and of any subsequent interim unaudited consolidated financial statements of Caisse centrale, this Annual Information Form and of any document incorporated by reference therein, the Management’s Discussion and Analysis for the year ended December 31, 2008, the Annual Report of Caisse centrale and any other documents that are incorporated by reference into the preliminary short-form prospectus or the short-form prospectus may be obtained on request from the Secretary of Caisse centrale, at 1170 Peel street, Suite 600, Montreal, Quebec, H3B 0B1.

Additional information about Caisse centrale is available on SEDAR at www.sedar.com and on Caisse centrale’s web site at www.desjardins.com/ccd.

Caisse centrale does not prepare an information circular. Information concerning the remuneration and indebtedness of directors and senior officers, principal holders of Caisse centrale’s securities and interest of insiders in material transactions where applicable, governance and the Audit Committee is contained hereinafter in this Annual Information Form.

ADDITIONAL DISCLOSURE

Principal holders

As of the date of this Annual Information Form, there were 1,287,203 Class A capital shares issued and outstanding and 600 qualifying shares issued. No Class B capital shares had been issued or were outstanding.

The following table sets forth information with respect to ownership, beneficially or of record, of more than 10% of the Class A capital shares of Caisse centrale:

Name and address Number of Capital A

shares

Percentage of outstanding

shares

Fédération des caisses Desjardins du Québec 100, rue des Commandeurs Lévis (Québec) G6V 7N5

1,206,110 93.70%

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Indebtedness of directors and executive officers

No present or former directors or executive officers of Caisse centrale is or has been indebted to Caisse centrale at any time.

Auditors

In accordance with applicable legislation, Caisse centrale annually appoints one accounting firm as auditors. PricewaterhouseCoopers LLP, 1250 René-Lévesque Blvd. West, Suite 2800, Montréal, Québec, H3B 2G4, were appointed as auditors of Caisse centrale for the financial year ended December 31, 2008 at the annual general meeting held on March 29, 2008.

STATEMENT OF EXECUTIVE COMPENSATION

General

Based on the compensation data defined in Section 1 of Regulation 51-102 respecting Continuous Disclosure Obligations, the individuals at Caisse Centrale Desjardins who are executive officers are:

Monique F. Leroux1 President and Chief Executive Officer Desjardins Group

Raymond Laurin Senior Vice-President and Chief Financial Officer of the Group and Caisse centrale

Bruno Morin General Manager Caisse centrale Desjardins

Jacques Descôteaux Senior Vice-President, Treasury of Desjardins Group

Alban D’Amours (left on April 5, 2008)2 President and Chief Executive Officer Desjardins Group

Jean-Guy Langelier (left on July 27, 2008)3 President and Chief Operating Officer and Chief of Treasury of Desjardins Group

Huu Trung Nguyen (left on July 27, 2008)3 Senior Vice-President, Finances, Strategic Alliances and International

Compensation Analysis

The executive compensation is determined based on the market value of the work performed, internal pay relativity and the level of individual performance on the job. Overall compensation includes a base salary and short-term as well as long-term incentive bonuses, to which are added fringe benefits, a pension plan and perquisites, a summary of which is set out below:

1 The compensation of Ms. Leroux, Mr. Laurin and Mr. D’Amours was paid to them by the Fédération des caisses

Desjardins du Québec in exchange for services rendered to Caisse centrale and to the Federation. 2 Mr. D’Amours left as planned at the end of his mandate. 3 As mentioned in Caisse centrale’s Annual Report.

Summary Table of Overall Compensation Components

Components Market Positioning

Objectives

Base salary Market median Retention; Recognition of skills, competencies and experience.

Withdrawals and Fringe Benefits

Market median Maintenance of adequate revenue at retirement; Adequate protection in case of death, disability or

illness. Fixed

Perquisites Competitive Required for business purposes; Linked to the position’s status.

Short-Term Bonus

Value required to reach desired overall compensation

Value creation for members; Recognition of individual performance, of the

business segment and of the Group. Variable Long-Term Compensation

According to the overall compensation positioning

Value creation for the entire Desjardins Group; Retention.

Overall Compensation

Desjardins Group Guidelines for Executives

Between 85% and 100% of the market median (considering 50% of long-term compensation in the market).

Offering overall compensation: Competitive for average-level performance of the

Caisse and individual performance meeting expectations;

Superior for superior performance of the Caisse and exceptional individual performance.

Market data for executive officer positions in 2008 were produced by the firm Towers Perrin and apply to salary, short-term and long-term variable compensation, pension and insurance plans, as well as benefits linked to car allowances and official expenses.

The data were drawn from the broader financial sector. The following subsectors were included in the survey of overall compensation:

- Banking sector;

- Life insurance sector;

- General insurance sector;

- Institutional investments sector.

Internal relativity between executive officer positions is determined using the Hay Plan for job assessment and salary categories that apply to all senior executive positions at Desjardins. Internal equity is monitored by the Group’s senior executive position validation committee.

Base Salary

The salary of the Named Executive Officers is revised annually; individual performance, level of responsibility and experience are all taken into consideration in such a manner that the compensation of each officer reflects his or her contribution on the job.

Incentive Plans

All of Desjardins’ incentive plans fall within the framework of a Group policy that sets the parameters of the components’ plans. Below are the principles that guide the setting of the objectives of the general incentive plans for the Desjardins components.

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The incentive plan is:

■ A component of overall compensation; ■ A performance leverage that encourages efforts to reach and exceed the organization’s business

plan objectives; ■ An employee-motivation tool; ■ A recognition program beneficial to both employees and the employer. Principle Application

Trigger ■ Must be defined based on profitability/performance objectives;

■ The component must position its trigger between 80% and 100% of the profitability target provided in its business plan, depending on this component’s demonstrated defiance level.

■ Any exception must be expressly approved by the Board of Directors.

Performance Indicators

■ Limited number; ■ Profitability/performance must be one of the

indicators; ■ Individual/personal objectives are excluded (except as

a trigger).

■ Minimum 10% weighting for each indicator; ■ Profitability must have a minimum weighting

of 25%; ■ Unsatisfactory individual performance blocks

access to a bonus. Target ■ Level required for budget achievement (or at the

median of a comparison group in the case of external indices or superior performance approved by the Board of Directors);

— Demanding but attainable target;

— Achievement probability: 50-60%.

■ Budgeting process must be rigorous, questioned and scrutinized by decision-making bodies (Board of Directors) – budget objectives must contain an “element of challenge.”

Threshold / Maximum

■ Symmetry under and over the target is not required. ■ Based on the indicator selected and the level set for the target, the threshold could, for example, be 95% of the budget, and the maximum could be 140%.

■ Threshold ■ Level under which performance is deemed unacceptable:

— Generally equal to or greater than 90% of the target;

— May equal the target if it does not represent a challenge or if it is not demanding;

— Generally, the profitability threshold corresponds to the trigger.

■ The threshold must take into consideration the demanding aspect of the challenge contained in the target.

■ Maximum ■ Exceptional surpassing of objective

— Achievement probability: 10-15%.

■ The goal is to surpass the objective.

Objectives ■ Well defined (no ambiguity), measurable and quantifiable;

■ Objectives are coherent amongst themselves and consistent from year to year.

■ Reliable and accessible source of information;

■ Transparency.

Information ■ Background (at least 3 years) on each performance indicator;

■ Summary written documentation of the steps taken to set the threshold, target and maximum objectives retained;

■ Financial validation

— Amount of bonus if all indicators are achieved at threshold (assuming that the financial trigger is met);

— Bonus amount if all indicators are achieved at maximum levels.

■ Objectives (threshold, target, maximum) and tangible and actual results;

■ Stating challenges contained in the budget and assessment of the degree of difficulty with regards to threshold and maximum;

■ In each case, establish the relationship between profitability and payment capacity, e.g. proportion of budget surpluses required for payment of the maximum, and comment on the nature of the activities.

Financing ■ Target bonus budgeting; ■ All objectives linked to profitability/performance must

be “net of the payment of bonuses.”

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Incentive Plan for President and Chief Executive Officer

As president of the Desjardins Group, Chair of the Board and Chief Executive Officer of Caisse centrale Desjardins, Ms. Monique F. Leroux is excluded from Desjardins’ long-term bonus plan.1 Under the short-term incentive plan applicable to her, maximum bonuses are set at 90% of the base salary, depending on whether all objectives set for Desjardins Group are met.

A committee was specifically created for the overall compensation of the President and Chief Executive Officer of Desjardins Group. This committee develops the objectives, discusses them with the President, submits them to the Board of Directors, which accepts them with or without modifications. At period-end, the committee presents the Board of Directors with the facts on results. The directors vote individually on the degree to which the results have been achieved on a 100%-basis. It is the average of the results thus obtained that is applied. For example, if the overall result is 80%, the bonus will then equal 80% x 90% (max bonus), which is 72%, but will only be paid if the trigger is met.

The 2008 objectives for the President are: governance (30%), strategic plan (20%), motivation of individuals (15%), risk management (15%), profitability and productivity (10%) and pan-Canadian (10%). The plan trigger is the performance rate of the Group’s equity capital.

Since Ms. Leroux’s plan trigger was not met for 2008, no bonus was paid to her in 2008.

Trigger for the incentive plan of

the President Results Bonus paid in

2008 Desjardins Group President

Performance rate of 12% the Group’s equity capital

Not met No bonus was paid in 2008

General Incentive Plan for the General Manager

The General Incentive Plan that applies to Mr. Bruno Morin offers a compensation that varies based on the performance of Caisse centrale, which is determined using the objectives approved by the Board of Directors and the thresholds, targets or maximum degrees to which objectives are met. No bonus is paid under the plan unless the Caisse centrale’s financial triggers which are approved by the Board of Directors are reached.

The performance factors and objectives of Caisse centrale are harmonized with the strategic plan of Desjardins Group’s cooperative network, and are established in accordance with the Desjardins Group’s objective guidelines that were adopted by the Federation.

The objectives that apply to the executive officers of Caisse centrale for the fiscal year ended December 31, 2008 are as follows: the first is based on the objectives set by Desjardins Group with respect to the return on its equity (weighted at 20%), while the second corresponds to Caisse centrale’s objectives (weighted at 80%). The weighting of these objectives breaks down as follows: development and growth (15%); profitability (35%); productivity (20%); customer retention and satisfaction (10%); and cooperative distinctiveness (20%). 1 Integrated Management Incentive Bonus Plan

The Integrated Management Incentive Bonus Plan (IMIB) that existed in 2008 was not applied. Mr. Jean-Guy Langelier left Caisse Centrale without any IMIB-linked short- or long-term bonus. The Integrated Management Incentive Bonus Plan (IMIB) combines both short-term and long-term bonuses. The bonus available under this plan is determined at the end of each year based on the extent to which the objectives set at the beginning of the year have been met, and on Desjardins Group’s overall performance. The performance factors applicable for the fiscal year ended December 31, 2008 are composed of a first group based on the objectives set by Desjardins Group with respect to the return on its equity, a second corresponding to the component’s own objectives and personal strategic goals. For a given year, 50% of the available bonus is payable in cash, and the balance (long-term) is not vested and remains at risk depending on the results achieved by Desjardins Group. The bonus portion thus accrued will generally be paid only in the event of death, retirement or disability. The target level of bonuses is set at 65% of the base salary.

The target level for bonuses is set at 50% of the base salary for Mr. Morin, and is paid if Caisse centrale reaches 100% of the income before taxes, plus patronage dividends on loans.

Since the Caisse centrale plan trigger that applies to Mr. Morin was not met for 2008, no bonus was paid to Mr. Morin in 2008. Trigger Results Bonus paid in

2008 Caisse Centrale Desjardins

Revenues before tax and patronage dividends of $121.3 million

Not met No bonus was paid in 2008

Mr. Morin began working at Caisse centrale on July 28, 2008. For the period between January 1, 2008 and July 27, 2008, he was covered by the Federation’s incentive plan as Senior Vice-President, Investments Funds and Trust Services, and his target bonus was 36% (no bonus was paid under this plan either). Furthermore, Mr. Morin received $10,000 per year from the Federation as General Manager of Capital Régional et coopératif Desjardins (CRCD).

General Incentive Plan for the Group’s Chief Financial Officer

The General Incentive Plan that applies to Mr. Raymond Laurin offers a compensation that varies based on the performance of Fédération des Caisses Desjardins du Québec, which is determined using the objectives approved by the Board of Directors and the thresholds, targets or maximum degrees to which objectives are met. No bonus is paid under the plan unless the Federation’s financial triggers that are approved by the Board of Directors are reached.

The performance factors and objectives of Federation are harmonized with the strategic plan of Desjardins Group’s cooperative network, and are established in accordance with the Desjardins Group’s objective guidelines that were adopted by the Federation.

The objectives that apply to the executive officers of the Federation for the fiscal year ended December 31, 2008 are as follows: the first is based on the objectives set by Desjardins Group with respect to the return on its equity (weighted at 20%) while the second corresponds to Federation’s objectives (weighted at 80%). The weighting of these objectives breaks down as follows: development and growth (25%); profitability (45%); customer satisfaction (15%); and cooperative distinctiveness (15%).

The target level for bonuses is set at 36% of the base salary, and is paid if the Federation reaches the financial performance target for the caisses’ network indicated in the business plan and if the Federation’s budget is met.

Since the Federation plan trigger that applies to Mr. Laurin was not met for 2008, no bonus was paid to Mr. Laurin in 2008.

Trigger Results Bonus paid in 2008

Operations-generated profit target of $0.77 per $100 portion of assets attained

$0.87 per $100 portion of assets Fédération des caisses

Desjardins Budget met Budget not met

No bonus was paid in 2008

On May 1, 2008, Mr. Laurin became Senior Vice-President and Chief Financial Officer of the Group and, on July 28, 2008, Senior Vice-President and Chief Financial Officer of Caisse centrale Desjardins. For the period between January 1 and April 30, he was covered by the plan of the group responsible for managing the Group’s pension plan, and his target bonus was 25% (no bonus was paid under this plan either).

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Specific Incentive Plan

The specific incentive plan applicable to Mr. Jacques Descôteaux provides an incentive compensation with both annual (or short-term) and long-term components.

The annal component is based on the income growth objectives of the Desjardins Group Treasury that are set based on the general growth objectives established annually by the Board of Directors of the Caisse centrale Desjardins, as well as on the Group’s objectives that are mandatory for all members of the management committees of the Group’s components. To account for the Group’s objectives, an amount equal to 10% (threshold), 20% (target) and 30% (exceptional) of the salary must be subtracted from the anticipated bonus. This Group component follows the same objectives and the same attribution rules as those that apply to other members of the Management Committee of the Caisse centrale Desjardins.

No bonuses are paid under the plan unless the income growth objectives approved jointly by the General Manager of Caisse centrale and the Senior Vice-President, Human Resources of Desjardins Group are met at the predetermined threshold, target or maximum levels. The performance factors and objectives are established in accordance with the Desjardins Group objective guidelines that were adopted by the Federation. These guidelines are designed to promote the healthy management and fair application of the incentive plans throughout the cooperative and corporate networks of the Group.

The plan also provides for short- and long-term components. The long-term component is a percentage of the calculated annual bonus that is not paid in the course of an accounting period. This amount will be placed in a fund. The balance remains at risk each year and may vary depending on the Desjardins Group’s equity capital performance objectives set annually by the Board of Directors of the Federation. The annual supplement and balance of the fund make up the overall fund. Annually, 70% of this balance can be paid to the member, while the remaining 30% will make up the balance of the fund for the following year.

This remaining balance will remain at risk. The accrued but unearned portion of the bonus will generally be paid only in the event of death, retirement or disability. The annual bonuses of members are not limited to a defined percentage. They generally vary based on the objectives set and may represent a predetermined maximum of up to 2.5 times the member’s salary. For 2008, the situation is as follows:

Trigger/Threshold Results Bonus paid in 2008

Specific Plan Income from treasury and business development of $34 million

Not met

No bonus was paid in 20081

1 The short- and long-term bonuses will not be paid in 2008 following a decision of the Board of Directors. The

participant’s pool remains at risk and stood at $268,790 as at December 31, 2008.

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Summary Compensation Table

The following table presents the global compensation value of the executive officers.

Non-equity incentive plan compensation

($)

Pension value

($)

All other compensati

on ($)

Total compensati

on ($)

Name and principal position

Year Salary ($)

Annual incentive

plan

Long-term incentive

plan

Monique F. Leroux 1 President and Chief Executive Officer Desjardins Group

2008 $714,3182 $0 N/A $842,059 3 $1,556,377


2008 $276,6554 $0 N/A $593,784 3 $870,439


2008 $385,2415 $0 N/A $212,520 3 $597,761


2008 $294,5786

$07 7 $102,319 3 $396,897

Alban D’Amours President and Chief Executive Officer Desjardins Group

2008 $310,5398 $0 N/A $200,502 $159,4009 $670,441

1 The compensation of Ms. Leroux, Mr. Laurin and Mr. D’Amours was paid to them by the Fédération des caisses

Desjardins du Québec in exchange for services rendered to Caisse centrale and to the Federation. 2 Monique F. Leroux received an annual salary of $492,364 from January to March 2008 and of $788,302 from April

to December 2008, for annual earnings of $714,318. 3 Personal benefits granted to Named Executive Officers did not exceed, in the course of the fiscal year, 10% of their

salary for the fiscal year, or $50,000, whichever is less. 4 Raymond Laurin received an annual salary of $237,536 from January to April 2008, and of $278,160 from May to

December 2008, plus a contributory lump sum for additional responsibility of 15% since September 22, 2008 ($12,036), for annual earnings of $276,655.

5 Bruno Morin received an annual salary of $352,491 from January to July 2008 and of $431,090 from August to December 2008, for annual earnings of $385,241. The annual salary of $352,491 paid from January to July 2008 included $10,000 per year received from the Federation for services rendered as General Manager for Capital Régional et coopératif Desjardeains (CRCD).

6 Jacques Descôteaux received an annual salary of $266,788, to which was added a contributory lump sum equal to 25% of his salary for additional responsibility, between August 4, 2008 and December 31, 2008; therefore, $266,788 + 5/12 (25% x $266,788), namely annual earnings of $294,578.

7 Short and long-term bonuses will not be paid in 2008 following a decision of the Board of Directors. The participant’s pool remains at risk and stood at $268,790 as at December 31, 2008.

8 Mr. Alban D’Amours’ annual salary was $1,159,269. For the period between January 1, 2008 and April 5, 2008, the date on which Mr. D’Amours resigned, he received $310,539.

9 The Federation’s Board of Directors granted Mr. D’Amours (who resigned on April 5, 2008) an allowance of $159,400.

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Non-equity incentive plan compensation

($)

Pension value

($)

All other compensati

on ($)

Total compensati

on ($)

Name and principal position

Year Salary ($)

Annual incentive

plan

Long-term incentive

plan

Jean-Guy Langelier President and Chief Operating Officer and Chief of Treasury of Desjardins Group

2008 $284,52210 $011 $011 $304,908 $55,80912 $645,239

Huu Trung Nguyen Senior Vice-President, Finances, Strategic Alliances and International

2008 $166,22313 $0 N/A $356,565 3 $522,788

10 Jean-Guy Langelier received an annual salary of $487,752 from January to July 2008, for earnings of $284,522 for

the period at issue. 11 The Integrated Management Incentive Bonus Plan (IMIB) that existed in 2008 was not applied. Mr. Jean-Guy

Langelier left the Caisse centrale without any IMIB-linked short- or long-term bonus. 12 Jean-Guy Langelier received an allowance of $5,000 per month for chairing the Desjardins Credit Union for seven

months, and a car allowance of $20,809, for a total of $55,809. 13 Huu Trung Nguyen received an annual salary of $284,953 from January to July 2008, for annual earnings of

$166,223.

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Incentive Plan Award

Below is the summary table concerning compensation under incentive plans:

Name and principal occupation Year Non-equity incentive plan compensation – Value earned during the fiscal year

Monique F. Leroux President and Chief Executive Officer Desjardins Group

2008 $0


2008 $0


2008 $0


2008 $01

Alban D’Amours President and Chief Executive Officer Desjardins Group

2008 $0


2008 $02


2008 $0

- All incentive plans are linked to financial indicators, as described in the table in the incentive plan section.

- For 2008, the Caisse centrale’s general plan did not allow for payment of bonuses since the plan trigger was not met. The same holds for the Federation’s general plan.

BENEFITS UNDER PENSION PLANS DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

Desjardins Group Pension Plan (DGPP)

Named Executive Officers, with the exception of Mr. D’Amours, are members of the DGPP. This pension plan was created for all employees and executive officers of Desjardins Group. The Pension Plan is funded and administered by a pension committee consisting of members representing employers and employees of Desjardins Group.

Under the Pension Plan, members are entitled to receive a pension:

1 The short- and long-term bonuses will not be paid in 2008 following a decision of the Board of Directors. The

participant’s pool remains at risk and stood at $268,790 as at December 31, 2008. 2 The Integrated Management Incentive Bonus Plan (IMIB) that existed in 2008 was not applied. Mr. Jean-Guy

Langelier left Caisse Centrale without any IMIB-linked short- or long-term bonus.

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• for each year credited before 2009, equal to 1.3% of their average salary for their five highest paid years up to the average maximum pensionable earnings (MPE) of the last five years, plus 2.0% of the excess amount;

and

• for each year credited starting in 2009, equal to 1.5% of their average salary for their five highest paid years up to the average maximum pensionable earnings (MPE) of the last five years, plus 2.0% of the excess amount.

The normal retirement age is 65. However, members may take early retirement from age 55. For service years credited before 2009, any member who is at least 57 years old for whom the total of his age and his years of continuous service is at least equal to 85 is not subject to such an adjustment. For years of service credited as of 2009, any member who is at least 62 years old is not subject to such an adjustment.

However, the total pension may not exceed the maximum pension permitted by the Income Tax Act (Canada) (the “Tax Act”), which is currently $2,333.33 per year of credited service as at December 31, 2008.

The DGPP provides for a joint and survivorship annuity that is guaranteed for a period of ten years. After the member’s death, the pension payable is reduced to 60% of the pension which otherwise would have been payable. However, if the member does not have a spouse at retirement, the annuity is guaranteed for 15 years. The pension paid is indexed based on the average consumer price index for Canada, subject to a maximum of 3% per year.

The allocation of plan costs between the employer and employees is 65% and 35% respectively, up to the maximum provided in the plan by-law.

Excess Annuity Plan

The Named Executive Officers benefit from an excess annuity plan. The cost of the excess plan is borne entirely by the employer and is not capitalized. Under the Excess Annuity Plan, the designated participants are entitled to an excess retirement annuity equal to the difference between the annuity that would be payable if there were no maximum limit permitted by the Tax Act and the annuity actually payable under the DGPP. The designated participants are therefore entitled to:

• receive a pension, for each year credited before 2009, equal to 1.3% of their average salary for their five highest paid years up to the average maximum pensionable earnings (MPE) of the last five years, plus 2.0% of the excess amount;

• receive a pension, for each year credited starting in 2009, equal to 1.5% of their average salary for their five highest paid years up to the average maximum pensionable earnings (MPE) of the last five years, plus 2.0% of the excess amount;

• Minus the pension actually payable under the DGPP.

The normal retirement age is 65. However, members may take early retirement from age 55. The Excess Annuity Plan provides for a joint and survivorship annuity that is guaranteed for a period of ten years. After the member’s death, the pension payable is reduced to 60% of the pension that otherwise would have been payable. However, if the member does not have a spouse at retirement, the annuity is guaranteed for 15 years. The excess pension paid is not indexed and is not subject to any reduction in case of early retirement. No pension is payable in the event of a departure before age 55.

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The following table indicates the total of all pension plans:

Annual benefits payable

($)

Name Years of credited service

(recognized service) At year

end At age

65

Accrued obligation

at start year ($)

Compensatory change

($)

Non-compensatory

change ($)

Accrued obligation

at year end ($)

Monique F. Leroux21 President and Chief Executive Officer Desjardins Group

10.95 117,057 231,093 692,083 842,059 -167,199 1,366,943


28.23 110,092 132,008 1,356,827 593,784 -196,868 1,753,743


35.91 221,202 252,160 2,745,558 212,520 -480,903 2,477,174

Jacques Descôteaux22 Senior Vice-President, Treasury of Desjardins Group

15.75 62,441 161,508 690,144 102,319 -137,878 654,585

Alban D’Amours23 President and Chief Executive Officer Desjardins Group

20.25 333,530 333,530 3,874,415 200,502 -243,309 3,831,608


24.48 202,133 202,133 2,690,389 304,908 -220,098 2,775,199


26.7 108,701 108,701 1,469,935 356,565 -150,526 1,675,974

Compensatory changes are a function of the number of years of credited service, of any difference between salary earned during the year and the salary expected as well as any change in employment status. The non-compensatory changes are the result of changes in actuarial assumptions and/or methods compared to the previous year.

With reference to the previous table, accrued obligations at year end are determined according to the assumptions and methods used for purposes of the most recent accounting assessment.

TERMINATION AND CHANGE OF CONTROL BENEFITS

No Named Executive Officer has entered into any employment contract, compensatory plan, contract or arrangement whatsoever.

Ms. Monique F. Leroux is entitled to receive a retirement allowance of $524,370, which will be paid at the end of her mandate.

21 Ms. Leroux was previously credited three additional years for purposes of the excess annuity calculation. 22 Mr. Descôteaux was credited 2.32 additional years for purposes of the DGPP (which were included in the 15.75)

which are not recognized for purposes of the excess annuity. 23 Mr. D’Amours is not a member of the DGPP but he was granted additional rights to the excess annuity plan. He

was therefore credited all his years to the excess annuity plan.

Composition of the Compensation Committee

The Human Resources Commission of Caisse centrale (the “Commission”) ensures that the overall compensation practices for the Named Executive Officers applicable to Caisse centrale comply with the policies and guidelines of Desjardins Group, and ensures the harmonization of the incentive plans and annual salary recommendations. Caisse centrale applies the overall compensation policies that are approved by its board of directors, based upon recommendations of the Commission. The Commission is composed of five members, namely Ms. Monique F. Leroux (its chairman), Messrs. Pierre Tardif, Clément Samson, Marcel Lauzon and Denis Paré.

Moreover, a committee was specifically created for the overall compensation of the President and Chief Executive Officer of Desjardins Group. Its mandate is to make recommendations to the Board of Directors respecting the determination of his compensation and his working conditions, and to suggest some annual objectives. This compensation committee is made up of four unrelated members, namely Messrs. Pierre Tardif, Clément Samson, Marcel Lauzon and Denis Paré.

Compensation of Directors

Caisse centrale has adopted an institutional policy regarding the compensation of directors in conformity with the directors’ compensation policy of the Federation which provides that the members of the board of directors of Caisse centrale receive an annual indemnity and fees.

The annual indemnity is $30,000 for the board members ($20,000 additional for the Chairman of the Board). The indemnity is for serving on the board of directors of the Federation, Caisse centrale, Capital Desjardins Inc., Desjardins Trust and Desjardins Risk Capital Inc.and the Federation, Caisse centrale and Desjardins Risk Capital Inc. each contribute on a pro rata basis. Directors acting as Chairman of commissions or committees of the board receive an additional $6,500.

Each director receives a fee of $1000 for each day spent at a meeting of the Board. The directors receive a fee is $500 for each half-day (up to a maximum of $1,000 per day) for meetings of commissions or committees of the Board. Each director is reimbursed for the expenses incurred in order to attend such meetings. Such fees are shared pro rata between various entities of the Desjardins Group if, on the same day, a director attends a meeting of the board of directors or of a commission or committee of the board of directors of one or more of those entities.

INFORMATION WITH RESPECT TO THE AUDIT COMMITTEE

Rules of the Audit Commission

The rules of the Audit Commission of Caisse centrale are set out in the Audit Committee Charter, a copy of which is attached to this Annual Information Form as schedule A.

Composition of the Audit Commission

The Audit Commission of Caisse centrale is made up of five members, namely Thomas Blais, Andrée Lafortune, Pierre Leblanc, Serge Tourangeau and Benoît Turcotte. Each member of the Audit Commission is independent and financially literate.

Relevant education and experience

Members of the committee have the necessary education and experience to assume their responsibilities as members of the Audit Committee. More specifically, their skills include:

Mr. Thomas Blais is a graduate of the University of Ottawa and of École de formation des enseignants de l’Ontario. He sits on the Board of Directors of the Caisse populaire Trillium. He has been Chair of the Board of Directors of the Fédération des caisses populaires de l’Ontario since 1998, and is an ex-officio

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member of its Audit Committee. Mr. Blais sits on the boards of directors of several components of Desjardins Group, and is a member of the audit commissions and committees of these bodies. He also sits on the Board of Directors and is an executive member of the Desjardins Credit Union. He is a member of the Desjardins Group Retirement Committee, of the Board of Directors of the Fonds de sécurité Desjardins and of the Canadian Cooperative Advisory Council.

Ms. Andrée Lafortune holds a bachelor’s degree in business administration with an option in public accounting from HEC Montréal, and an MBA from Université Laval. She is President of the Caisse Populaire Desjardins d’Outremont, a full professor in accounting sciences at HEC Montréal and a fellow of the Ordre des comptables agréés. Ms. Lafortune sits on the boards of directors of several components of Desjardins Group and chairs the audit commissions and committees of several of these bodies. She is an observer on the Risk Management Committee of Desjardins Group, and sits on the Board of Directors of the Fonds de sécurité Desjardins.

Mr. Pierre Leblanc obtained a bachelor of commerce and two master’s degrees, one in accounting sciences and another in business sciences. He is a fellow of the Ordre des comptables agréés and Chair of the Board of Directors of the Caisse Desjardins du Sud des Cheneaux. Mr. Leblanc sits on the boards of directors of several components of Desjardins Group and is a member of the audit commissions and committees of several of these bodies. He is Chair of the Board of Directors of the Fonds de sécurité Desjardins.

Mr. Serge Tourangeau holds a licence ès sciences in administration, with an option in finance and management, from Université Laval. He sits on the Board of Directors of the Caisse Desjardins du personnel de l’Administration et des Services publics. He also sits on the boards of directors of several components of Desjardins Group and is a member of the audit commissions and committees of several of these bodies. He is also a member of the Board of Directors of the Fonds de sécurité Desjardins.

Mr. Benoît Turcotte is President of the Caisse Desjardins de la Vallée de l’Or and was a member of the Board of Directors of the Fédération des caisses populaires Desjardins de l’Abitibi from 1996 to 2001. He sits on the boards of directors of several components of Desjardins Group, and is a member of the audit commissions and committees of several of these bodies. He is also a member of the Board of Directors of the Fonds de sécurité Desjardins.

Pre-Approval Policies and Procedures

The Board of Directors of the Fédération des caisses Desjardins du Québec has adopted a policy respecting the attribution, by any component of the Desjardins Group, including the Caisse centrale, of contracts respecting non-audit services. Under that policy, a copy of which is also attached to this Annual Information Form as schedule B, the Audit and Inspection Commission of the Fédération des caisses Desjardins du Québec has the legal responsibility to pre-approve non-audit services provided by the external auditors of Desjardins Group, whether these are provided to the Desjardins Group or its components. The goal is to eliminate threats to the external auditor’s independence or lower them to more acceptable levels, thus avoiding situations that may or are likely to affect his or her judgment or objectivity.

Fees Billed for External Auditor Services (by category)

1) Audit fees 2007 $1,136,432 2008 $1,497,519

These fees include services related to the 2008 annual audit and quarterly reviews for Caisse centrale. They also include fees for work performed at Desjardins Bank, N.A. as well as at Caisse centrale Desjardins U.S. Branch.

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2) Fees for Audit-Related Services 2007 $137,274 2008 $242,218

These fees include audit-related services offered by the auditor, including consultations relating to the application of new accounting standards and work performed on prospectuses.

3) Fees for Taxation Services 2007 $48,714 2008 $46,650

These fees mainly include services relating to tax planning assistance on US tax issues.

4) Other Fees 2007 $44,113 2007 $20,000

These fees include consultation services relating to regulatory compliance as well as a preliminary study on outlining corporate financing services.

ADDITIONAL DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

For more than three years, meetings in camera, which are not attended by Caisse centrale’s executive officers, except for the Chairman of the Board and Chief Executive Officer whenever not required to withdraw because of questions of independence, have been scheduled after every meeting of the Board of Directors or of a commission or a committee. In 2008, five board meetings have been followed by an in-camera session, three of which have been held in the absence of the executive officers.

Work Descriptions

Each commission of the Board of Directors of Caisse Centrale is presided by an external director (“Commission Chair”). The Commission Chair is responsible for management and efficient performance of his other Commission. The Chair shall take all reasonable actions to ensure that the Commission performs its mandate fully.

The Commission Chair’s responsibilities include:

- taking all reasonable actions to ensure Commission cohesion and demonstrating the leadership required to that end;

- taking all reasonable actions to ensure that the resources available to the Commission are adequate and allow him or her to perform his or her work;

- take all reasonable actions to ensure that a process is in place to assess the Commission’s efficiency and the contribution of each one of its members on a regular basis;

- preside over Commission meetings;

- set the agenda for each Commission meeting, in consultation with the General Secretariat;

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- adopt methods to allow the Commission to perform its duties in an effective and efficient manner;

- take all reasonable actions to ensure that the conduct of Commission meetings promotes discussions and that enough time is alloted for serious and in-depth discussions of the relevant matters;

- ensure that the Commission discharges its responsibilities fully.

Each Commission Chair shall report on Commission’s discussions and decisions or recommendations to the Board of Directors.

Business Ethics

The Board of Directors is responsible for ensuring compliance with Desjardins Group’s cooperative values and permanent values within Caisse Centrale, values which are stated in the Desjardins Group Code of Ethics and Professional Conduct (the “Code”).

The Board of Directors, seconded by its Audit Commission (made up exclusively of unrelated directors), ensures the implementation of effective control systems (administrative and management) to safeguard the integrity of its operations and obtain the required accountability from managers. The Board is also supported in this responsibility by the Internal Auditor of the Group. The Board of Directors also ensures that the Management Committee of Caisse centrale provides it with information that is complete, timely, and adapted to the particular needs of the directors.

For guidance in these matters, the Board refers to the Code’s rules of conduct that govern its directors and to the declarations of interests filed annually by such directors. The Board is also seconded by the Board of Ethics and Professional Conduct of Caisse centrale, which is independent from the Board of Directors and ensures compliance with the rules of conduct and informs the Board of cases of non-compliance. The exercise of independent judgement by the directors is also ensured by the implementation of awareness, education and advising activities organized by the Board of Ethics and Professional Conduct.

Furthermore, within the performance of their duties, members of the Board of Directors shall at all times and in all circumstances act with prudence, diligence, honesty and loyalty, and avoid placing themselves in a situation of conflict of interest. Directors who are subject to such a professional legal framework must abide by the spirit and comply with the provisions of that framework as well as those of the Code.

Applying the Definition of Unrelated Party

Unrelated directors are independent within the meaning of Regulation 58-101 respecting disclosure of corporate governance practices.

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Page 26 of 26

SCHEDULES

SSCCHHEEDDUULLEE AA

AAUUDDIITT CCOOMMMMIISSSSIIOONN CCHHAARRTTEERR

AAuuddiitt CCoommmmiissssiioonn

LLaa CCaaiissssee cceennttrraallee DDeessjjaarrddiinnss dduu QQuuéébbeecc

((CCaaiissssee cceennttrraallee))

IInntteerrnnaall aauuddiitt ooff DDeessjjaarrddiinnss GGrroouupp

1

1. THE MANDATE

The Board of Directors (“Board”), as part of its monitoring, control and reporting responsibilities, delegates the responsibility of monitoring the financial reporting process to the Audit Commission (“Commission”).

To that end, the Commission shall analyze:

• the quarterly and annual financial statements;

• the reporting of financial information;

• the internal control system;

• the management of risks related to the financial reporting process;

• the internal and external audit process;

• the procedures applied;

• the management of regulatory compliance;

• any other element entrusted by the Board.

The Commission moreover ensures the independence of the external auditor and the Internal Auditor of Desjardins Group.

This Charter details the manner in which the Commission operates to fulfill the mandate entrusted to it by the Board.

2. OPERATING PRINCIPLES

The Commission assumes its responsibilities in the context of the following principles:

2.1 Values

The Commission expects Management to act in accordance with the Desjardins Group Code of Ethics and Professional Conduct, the legislation, regulations and good governance principles that apply to the Group and Caisse centrale, as well as to show the necessary thoroughness in matters relating to financial disclosure and monitoring process.

2.2 Communications

Through its Chairman, members of the Commission expect to have direct access and open communication with Management, the chairs of the other Commissions or commissions, the Internal Auditor of the Desjardins Group and the external auditor.

2.3 Qualifications

The members of the Commission are financially literate and have the ability, among other things, to read and understand the set of the financial statements of Caisse centrale that present a level of complexity comparable to what can be

2

found in the industry. Moreover, one of the members shall be recognized as a “financial expert”, in other words he or she understands the financial statements and accounting principles that govern Caisse centrale, is able to assess the general application of these principles in connection with the accounting of estimates, accruals and reserves, and understands the internal controls and procedures for financial reporting.

2.4 Findings and Information Needs

The Commission communicates its concerns to Management, the external auditor or Internal Auditor of Desjardins Group, according to the responsibilities of each.

2.5 External Resources

In addition to any assistance it may receive from the external auditor and Internal Auditor of Desjardins Group, the Commission may retain, at the expense of Caisse centrale, the services of any external resources possessing specialized expertise that it may need to assume its responsibilities.

2.6 Board Report

After each meeting, the Chairman of the Commission shall submit a written report at the next Board meeting. The Chairman of the Commission shall submit his report annually to the Board of Directors and have it publish in the annual Report.

2.7 Self-Assessment of the Commission

The Commission shall annually review and discuss its performance, and revise its role, responsibilities, composition, and the performance of its members.

2.8 External Audit

The external auditor shall answer to the Board through the Commission, and report any significant or potentially significant event to the Commission.

2.9 Internal Audit

The Commission expects that the Internal Auditor of Desjardins Group provide an independent evaluation of the risk management process, controls and governance so as to give assurance on the level of control of operations.

3

2.10 Risk Management

As the Commission is responsible for overseeing the financial reporting process, it shall attend to all related financial risks and internal controls in conjunction with the Risk Management Commission.

2.11 Regulatory Agencies

The Commission shall meet whenever necessary and report its activities to the regulatory agencies, including the Autorité des marchés financiers.

3 OPERATIONS

3.1 Composition

The Commission shall consist of five members appointed annually by the Board, the majority of which shall be independent directors (performing no managerial functions). They shall have no relation or interest that might interfere with their objective judgment.

The Chairman of the Commission shall be appointed by the Board.

Members shall hold office for one year. However, to ensure continuity, it is preferable that not all members be replaced in the same year.

The Secretary of the Commission shall be appointed by the Commission, upon recommendation of the General Secretariat.

The Internal Auditor of Desjardins Group shall act as the functional authority of the Commission.

3.2 Member Qualifications

These mainly include:

Business experience, sound judgment and pragmatism;

Objectivity, integrity, and independent spirit;

Diligence;

Familiarity with the activities of Caisse centrale, its subsidiary and the industry;

3.3 Development

3.3.1 Caisse centrale shall offer new members an information or orientation session explaining, among other things, the mandate of the Commission, the role and responsibilities of its members, the activities of Caisse centrale, its financial statements, accounting practices and standards, financial policies, financial ratios, risks, and the requirements of regulatory authorities.

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3.3.2 Members shall be responsible for enquiring about new practices that are likely to influence the role and responsibilities of an audit Commission in order to propose that the Board make any necessary changes to the tenor of its mandate.

3.3.3 Members shall periodically receive information on new accounting standards and recommendations issued by the Canadian Institute of Chartered Accountants, and regulatory agencies, or international practices and their repercussions on Caisse centrale.

3.4 Meetings: Frequency and Participation

3.4.1 Statutory meetings shall be determined at the beginning of the year, in accordance with a schedule that shall be approved by the Board. Meetings shall be held at least once quarterly. When necessary, other meetings may be added in the course of the year.

3.4.2 Meeting participation:

Attendance:

Members of the Commission;

President and Chief Operation Officer;

Internal Auditor of Desjardins Group;

Senior Vice President, Administration and International;

Person acting as secretary of the Commission.

Ad hoc attendance:

Vice-President, Finance and Control;

Senior Vice President, Integrated Risk management;

External auditor;

Inspector and Auditor General of the Desjardins Group;

Any other relevant resource person.

The quorum for any meeting shall be a majority of the members. However, if one or several members must withdraw from a meeting such that the quorum is longer met, the quorum shall be reduced to the number of members presents entitled to vote, and this for such time as the discussion of that issue shall last.

The Commission may include on the agenda of each meeting, or whenever necessary, a discussion period that the managers or observers will not attend.

3.4.3 Members shall receive documents at least one week before the date scheduled for the meeting.

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4 DUTIES AND RESPONSIBILITIES

4.1 Financial Information

The Commission shall review and recommend that the Board approve the annual and quarterly financial results and ancillary documents of Caisse centrale and subsidiary. The Commission shall ensure the quality and integrity of the disclosed and published financial information, in accordance with generally accepted accounting principles, and the use of adequate accounting procedures.

4.1.1 Quarterly and annually:

Determine whether the financial statements accurately reflect the financial situation;

Judge whether the financial statements comply with generally accepted accounting principles and judge the quality of those used;

Judge whether Management uses the appropriate accounting practices, applied consistently, and obtain the opinion of the external auditor thereon;

Verify whether accounting practices are comparable to those used in the industry or other Desjardins entities;

Examine, with Management and the external auditor, any effects of the application of new accounting policies;

Obtain a letter from Management certifying the reliability of the results and use of appropriate accounting practices (letter of declaration) or attestation form respecting information disclosed in annual and interim documents;

Pay close attention to complex or unusual transactions, especially transactions between related parties or off the balance sheet;

Review, specifically, issues requiring subjectivity, such as the assessment of assets and liabilities, reserves set aside in the event of litigation or other commitments;

Ensure that the amount of relative importance is respected;

Ensure that financial ratios are observed, the balance sheet well-balanced, without forgetting the liquidity indicators and the funding capacity of the enterprise;

Review press releases announcing financial results;

Review litigations and determine whether the reserves set aside to that end are sufficient;

Recommend that the Board approve the financial statements.

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4.1.2 Annually, the Commission shall:

Review the Annual Report and the Management Discussion and Analysis Annual Report

Review the Annual Information Form;

Review the issued Prospectuses;

Meet with Management privately.

4.2 Internal Controls

The Commission shall ensure that Management has developed and implemented an efficient internal control system respecting the financial reporting process, safekeeping of assets, detection of fraud and regulatory compliance.

4.2.1 Review the actions of Management following recommendations made by the external and internal auditors respecting internal controls;

4.2.2 Assess whether Management meets its responsibilities in terms of the safety of computer systems and applications, and see what contingency plans exist for processing financial information should these systems fail;

4.2.3 Assess whether Management meets its responsibilities as regards services that are outsourced or managed in partnerships;

4.2.4 Receive from Management, the internal and external auditors, the legal services, regular reports on frauds that have been detected or major deviations from controls, as well as measures that were taken to mitigate these shortcomings;

4.2.5 Obtain annually an evaluation of the efficiency of its internal control system and mechanisms from Management;

4.2.6 Receive assurance that control systems are not limited to financial sectors;

4.2.7 Examine policies and programs for the prevention and detection of frauds;

4.2.8 Implement mechanisms to receive employee complaints respecting financial information and internal controls.

4.3 Risk Management

4.3.1 Make sure that Caisse centrale and it subsidiary have implemented a permanent, efficient and adequate risk management programs and that its important risks management practices are observed;

4.3.2 In conjunction with the Risk Management Commission, make sure that risks that have a financial impact are managed efficiently and monitored;

4.3.3 Obtain an opinion from the external auditors and the Internal Auditor of Desjardins Group respecting the risks relating to financial information.

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4.3.4 Ensure that risk management activities are periodically examined.

4.4 Regulatory Compliance

The Commission shall ensure that Caisse centrale and its subsidiary have and implement a compliance management frame that allows to obtain reasonable assurance that regulation is respected and that the regulatory risks are monitored effectively. To that end, it shall:

4.4.1 Obtain reports on compliance with legislation and regulations;

4.4.2 Ensure follow up on the recommendations, findings and steps taken by Management;

4.4.3 Ensure that all taxes and payroll deductions have been paid.

4.4.4 Obtain information on the observance of the Code of Ethics and Professional Conduct applicable to officers, managers and employees.

4.5 Regulatory Authorities

4.5.1 Examine the reports of monitoring agencies relating to Caisse centrale and its subsidiary and ensure follow up.

4.5.2 Examine reports that will be submitted to regulatory authorities and make sure that their requirements are respected;

4.6 External Auditing

The external auditor shall answer directly to the Commission. In order to meet its responsibilities in that respect, it shall:

4.6.1 Ensure and maintain the independence of the external auditor by:

4.6.1.1 recommending its appointment and reappointment, in accordance with the institutional policy of Desjardins Group;

4.6.1.2 establishing and recommending its compensation;

4.6.1.3 pre-approving, in keeping with the institutional policy of Desjardins Group, all non-audit services rendered, and ensuring that these were rendered in accordance with service supply standards in effect;

4.6.1.4 having direct communication access;

4.6.2 Analyze the scope of the audit mandate and proposed approach;

4.6.3 Review the appropriate maximum amounts annually based on the associated audit risks;

4.6.4 Examine its post-audit report and comment on such items as highlights of the work, summary of deviations encountered, quality of the generally accepted accounting principles that were used and work on fraud;

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4.6.5 Examine and ensure the follow up on the letter of recommendations or any other report addressed to Management;

4.6.6 Question the coordination of its work with that carried out by the Internal Auditor of Desjardins Group and the use made thereof;

4.6.7 Obtain certification of its independence;

4.6.8 Discuss the accounting of certain operations and information disclosures;

4.6.9 Meet with the external auditor privately at least once a year.

4.7 Internal Auditing

The Commission shall assist the President and Chief Executive Officer of the Desjardins Group in the supervision of the office of “Internal Auditor of Desjardins Group”. In that regard, the Commission shall:

4.7.1 Ensure and maintain its independence;

4.7.2 Question the strategies used to develop the annual audit plan;

4.7.3 Ensure that the annual audit plan focuses on the risks of Caisse centrale;

4.7.4 Approve the annual audit plan and any subsequent amendments made thereto;

4.7.5 Ensure the execution of the annual audit plan and receive, on a quarterly basis, an adequate account of the work carried out;

4.7.6 Follow up on previous recommendations, findings and measures taken by Management;

4.7.7 Coordinate its work with the external auditor;

4.7.8 Make sure that he has sufficient resources to carry on his responsibilities

4.7.9 Recommend the Internal Audit Charter to the Board of Directors for approval.

4.7.10 Meet with the Internal Auditor of Desjardins Group privately at least once a year.

SCHEDULE B

External Auditors of Desjardins Group

RULES FOR ATTRIBUTING AUDIT ASSIGNMENTS AND OTHER SERVICES

1. DESCRIPTION

The Audit and Inspection Commission (AIC) of the Fédération des caisses Desjardins du Québec has the legal responsibility to pre-approve non-audit services provided by the external auditors of Desjardins Group (whether these are performed for the Group or for its components), to recommend policies and to adopt specific procedures for retaining non-audit services. The goal is to eliminate threats to the external auditor’s independence or lower them to more acceptable levels, thus avoiding situations that may affect or are likely to affect his or her judgment or objectivity.

Note that, in the case of the Desjardins Bureau for Financial Monitoring and Enforcement, the responsibility of ensuring its independence and objectivity falls on the Board of Ethics and Professional Conduct.

The Group, in its efforts to adopt best practices, is implementing monitoring mechanisms for those services that may be rendered by the external auditors of each of its entities. These protections complement those issued by the profession, legislation and regulations, as well as accounting firms.

These rules meet the requirements of the Keeping the Promise of a Strong Economy Act, 2002 (Chapter 22) and the provisions of Regulation 52-110 adopted by the Canadian Securities Administrators, which set forth the framework that applies to these services.

Therefore, situation permitting, one of the principles retained is that the Group will favour the use of accounting firms other than the one to which the external auditor retained by that component belongs.

2. MAIN THREATS TO INDEPENDENCE

According to the Canadian Institute of Chartered Accountants (CICA), certain interests, activities and relations, in the context of an audit engagement, can pose a threat or risk to independence:

• Self-review threat: When a practitioner provides assurance on his or her own work;

• Self-interest threat: When a practitioner could benefit from a (direct or indirect) financial interest in a client;

• Advocacy threat: When a practitioner promotes a client’s position or opinion;

• Familiarity threat: When a practitioner becomes too sympathetic to a client’s interests;

• Intimidation threat: When a practitioner is deterred from acting objectively by actual or perceived threats from a client.

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Rules for attributing audit assignments and other services

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3. EXTERNAL AUDITOR

3.1 Federation

For the external auditor of the consolidated financial statements of the Fédération des caisses Desjardins du Québec (the "Federation") and for the annual report of the Group (combined financial statements), these guidelines apply to all of the services offered by the external auditor to all or each of the components of the Group.

3.2 Other Components

For any component whose external auditor is not identified in Section 3.1, these guidelines apply only to services rendered to that component by its auditor.

4. AUTHORIZED SERVICES

The external auditor may offer the following services:

4.1 Audit services

• All services rendered in accordance with generally accepted auditing standards in order to meet responsibilities associated with providing an opinion on the financial statements, and reviewing annual reports as well as other regulatory reports of the various entities of the Group.

• Examine the financial statements and review the quarterly financial reports.

4.2 Audit-Related Services

Assurance and related services provided by the external auditor that are related to the audit or review of the financial statements, including:

• audit of the employee benefit plans;

• pre-audit of mergers and acquisitions (safeguard required: specific pre-approval of the AIC);

• accounting consultation services and audits relating to acquisitions;

• internal control review (safeguard required: specific pre-approval of the AIC);

• attest services not required by legislation or regulations;

• consultation services relating to financial accounting and financial information standards, including opinions on the interpretation and application of generally accepted accounting principles; (note: the external auditor may comment on opinions issued by the component, but cannot issue his or her own opinion before the component has given its own);

• comfort letters;

• translation of financial statements and other financial information.


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4.3 Tax Services

All services provided by the tax department of the external auditor.

However, pre-approval is required for the following services:

• solutions to alleviate the tax burden;

• consultation services respecting the taxation aspects of merger, acquisition and restructuring strategies;

• personal tax planning.

4.4 Other Services

Other services include:

• Risk management services (safeguard required: specific pre-approval of the AIC);

• Legislative or regulatory compliance services (safeguard required: specific pre-approval of the AIC);

• Translation services.

A guide will be created to provide examples of services that are authorized or prohibited.

5. PROHIBITED SERVICES

None of the services listed below may be provided by the external auditor:

• bookkeeping and other services relating to the preparation of accounting documents and financial statements;

• creation and implementation of financial information systems that will be used to generate information that will be integrated into financial statements;

• evaluation services;

• actuarial services;

• internal audit services or work usually carried out under the control of the internal auditor;

• management and human resource functions;

• brokerage services, investment consultation services and investment banking services.

6. EXEMPTION PROCEDURE

Only the AIC of the Federation may approve exceptions to this policy for each component of the Group. Whenever necessary, it shall request the opinion of the audit committee of the component in question.

This permission may be granted when it is deemed reasonable to believe that the results of these services will not be subjected to audit procedures when the financial statements are audited, that


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the said exceptions are in the best interests of the Group and will not pose a threat to the independence of the external auditor.

7. APPROVAL PROCESS

7.1 Annual Audit Plan

As regards the annual audit plan, the audit committee or commission of the component at issue shall examine it and grant its approval to the external auditor. The AIC shall do the same for the Group. Any engagement to attest the financial statements shall therefore be deemed approved by the AIC.

7.2 Specific Responsibilities

7.2.1 For external auditors contemplated by Section 3.1 above:

Under Subsection 2.3(4) of Regulation 52-110 respecting audit committees of the Canadian Securities Administrators, the AIC shall pre-approve all non-audit services that the external auditor of the consolidated financial statements of the Federation and the annual report of the Group (combined financial statements) must provide to the components of the Group.

7.2.2 For external auditors contemplated by Section 3.2 above:

The Audit Committee (AC) of the component shall pre-approve all non-audit services that the external auditor must provide to the entity.

7.3 Procedures

Note: For the purposes of this Section (7.3), the expression “responsible AC” means, where applicable, Section 7.2.1 or 7.2.2.

7.3.1 The responsible AC may delegate its pre-approval power to one or several of its members, provided that pre-approved mandates are tabled at the following meeting.

7.3.2 The responsible AC may set guidelines and establish steps to be taken when pre-approving specific services. It may therefore authorize, annually or quarterly, a pre-approved expense limit per category of specific service (ex.: accounting opinions, translations, etc.). To that end, management of the component at issue shall be responsible for declaring to the responsible AC, on a quarterly basis, all services awarded.

7.3.3 Any new engagement that exceeds the scope of the annual recurring audit engagement (authorized tax services, accounting consultation services, etc.) shall be pre-approved by the responsible AC.

7.3.4 Management of the component contemplated by the offered service shall have the responsibility of obtaining the pre-approval of the responsible AC.

7.3.5 Management shall be responsible for negotiating the best fees for the annual audit engagement or any other authorized service.

7.3.6 Management of each component of the Group shall be responsible for submitting to the responsible AC, on a quarterly basis, a list of the contracts awarded to other accounting firms not contemplated by the guidelines set out herein.


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7.3.7 The Internal Auditor of the Group, with the collaboration of the management of each component, shall monitor the cumulative use of limits pre-approved for the Group and for each component, and report to the responsible AC and the audit committee of the component.

8. MONITORING

The AIC shall “monitor” the independence of the external auditor for the entire Group, with the exception of the Caisses Desjardins du Québec. Each audit committee or commission shall support it in this role. The board of directors of components that have no audit committees shall assume this role. In that respect, the AIC of the Group or the audit committee of the component shall:

• make sure that management of the entity complies with the policy or supply rules in effect for that entity as regards the awarding of contracts to its external auditor;

• receive from each external auditor, through the Internal Auditor of the Group and on a quarterly basis, a detailed list of new mandates granted to them by each entity;

• at least once a year, receive from each external auditor a written confirmation of his or her independence and mention all relations that he or she and the firm might have, within the exercise of related activities, with the entity and its related parties and which, in their professional opinion, can reasonably be considered as likely to influence its independence.

Documents

ANNUAL INFORMATION FORM · “believe,” “expect,” “may,” verbs conjugated in the future and conditional tenses, and similar expressions identify forward-looking statements