Remuneration system for the Board of Directors in 2007

The remuneration system for 2007 will be the same, in structure and application, as the one that was formed in 2004 and has been applied since then.

Description

The Board of Directors' remuneration system consists of establishing annually a total fixed sum as remuneration corresponding to per diem and statutory duty allowances for all directors, provided it falls within the maximum limit of 3% of the year's consolidated earnings attributable to the Company (in accordance with article 25 of the Articles of Association), once the annual accounts are approved.

This fixed sum has been established at 1,300,000 euros for 2007, this being the first time its value has been reviewed since 2004.

Settlement

This sum is settled as follows:

Per diem attendance allowances are paid in respect of meetings of the Board of Directors and its delegate or advisory Committees, in accordance with the following amounts, which have not been modified since 2004:

Board of Directors paids 

The value of the per diem allowances accrued by the Chairmen of the three Committees, Executive, Audit and Control, and Nomination and Remuneration, is double the stated sums.

The amount paid by way of per diem allowances in 2007 totalled 562,000 euros.

Of the fixed sum agreed for 2007, i.e. 1,300,000 euros, the amounts paid by way of per diem allowances have decreased, resulting in a residue of 738,000 euros. The resulting sum is divided by 13, applying to the quotient the following factors in the allocation of individualized sums: Chairman of the Board: *2; First Deputy Chairman: *1.75; Second Deputy Chairman: *1.25, and the remaining Directors: *1.  

The following table shows, in individualized form, the statutory remuneration of members of the Board of Directors accrued during 2007 (*):

The statutory remuneration of members of the Board of Directors 

(*) In line with a criterion of actual payment, the gross statutory remuneration paid to the Board of Directors during 2007 was 1,126,000 euros.

(**) Receives from the residue the part that is proportional to the months of the year during which he performed his duties of office (6 months). The remainder is distributed among the other members of the Board, again in accordance with the above-mentioned formula, although the divisor is adjusted to the number of Directors remaining after his departure.

The total remuneration for per diem and statutory duty allowances paid to the members of the Board of Directors as a whole represents 0.18% of the profit attributed to the dominant company.

Compulsory investment in Company shares

Since 2003, all Directors are under the obligation to devote their remuneration (per diem and statutory duty allowances) to the acquisition of shares in the Company itself. Such acquisitions are carried out through purchases made in the market on pre-established dates, and specifically on the first stock exchange business day session immediately following each date established by the CNMV as the deadline for sending periodic economic information. The shares acquired in the same calendar year can only be sold by the interested party three full years after acquiring them, as agreed by the Board of Directors in 2004.

Remuneration of Executive Directors

In addition to the per diem and statutory duty allowances received as Directors, the three Executive Directors accrued the following remuneration in 2007:

Remuneration of Executive Directors 

Remuneration of members of governing bodies of other group, multi-group or associated companies

The Executive and External Directors of Grupo Ferrovial, S.A. who are also members of the governing bodies of other group, multi-group or associated companies did not accrue any remuneration for this concept in 2007 (it was 52,000 euros in 2006).

Pension Funds and Plans or life insurance premiums

As in 2006, no amounts were paid in 2007 in favour of former or current members of the Company's Board of Directors in connection with pension funds or plans, nor were any obligations for these items arranged during the year.

As regards life insurance premiums, the Company has arranged death benefit insurance policies that involved the payment of 8,200 euros for policies to cover the Executive Directors. It paid 7,200 euros for this item in 2006.

No contributions were made or obligations arranged with regard to pension funds and plans for Directors of Grupo Ferrovial, S.A. who belong to the boards of directors and/or senior management of group, multi-group or associated companies. No life insurance premiums were paid either.

Advances and loans

At 31 December 2007, the Company had not provided any advances or loans to its Directors or by virtue of their membership of other boards of directors and/or senior management of group, multi-group or associated companies.

Stock options

The following table shows the number of stock options owned by the Executive Directors of the Company at 31 December 2007, allocated in application of the two remuneration plans approved in 2004 and 2006, further details of which are given in subsequent sections.

Stock options