CGI GROUP INC.

Corporate governance

Compensation of Directors

Reprinted from CGI’s Notice of Annual Meeting and Management Proxy Circular dated December 12, 2008.

Board and Standing Committee Fees

Messrs. Serge Godin, André Imbeau, Michael E. Roach and Mrs. Paule Doré are not compensated for their roles as directors of the Company.

For the year ended September 30, 2008, the compensation paid to the independent directors was as follows:

For the year ended September 30, 2008, a total cash compensation of $430,156 was paid to the directors. A further amount of $294,151 was paid to directors in the form of Deferred Stock Units such that the total compensation received by CGI’s directors in Fiscal 2008 was $724,306.

Stock Options and Deferred Stock Units Granted to Directors

Members who join the Board of Directors for the first time are entitled to a grant of 4,000 stock options on the date of their election or appointment. In addition, members of the Board of Directors receive annually a grant of 4,000 options. These options are granted to directors under the CGI Share Option Plan.

Members of the Board of Directors may choose to receive part or all of their retainer fees in Deferred Stock Units (“DSU”s). The number of DSUs granted to a member is equal to the amount of the retainer due to be paid in DSUs divided by the closing price of CGI’s Class A subordinate voting shares on the Toronto Stock Exchange on the day immediately preceding the payment date. Once granted, the value at any time of the DSUs credited to a director’s DSU account is determined based on the market price of CGI’s Class A subordinate voting shares.

The value of DSUs is payable only upon the member’s departure from the Board of Directors. The amount paid corresponds to the number of DSUs accumulated by the member multiplied by the average closing price of CGI’s Class A subordinate voting shares during the 30 business days immediately preceding the member’s departure date. The amount is paid in cash, subject to applicable withholding taxes.

For each DSU purchased with retainer fees, the director receives two stock options under the Share Option Plan. Each option is issued with a 10-year exercise period and vests at the time of grant. The exercise price is equal to the closing price of CGI’s Class A subordinate voting shares on the Toronto Stock Exchange on the trading day immediately preceding the date of the grant.

The vesting of the 4,000 options granted to the members of the Board of Directors during the year ended September 30, 2008 under the Share Option Plan depended on the achievement of profitability and growth objectives. The performance targets required to be met in order for the stock options to vest were the same as those set for the Named Executive Officers. Based on CGI’s performance for the fiscal year ended September 30, 2008, 62.5% of the options granted in fiscal 2008 to the directors became eligible to vest. One-third of the shares eligible to vest based on the achievement of the objectives vested on November 9, 2008 when the results for the fiscal year ended September 30, 2008 were approved, one-third will vest on the second anniversary of the grant on October 1, 2009, and the final third will vest on the third anniversary of the grant on October 1, 2010. Options that were not eligible to vest as a result of the vesting conditions were forfeited and cancelled.