Nordea proposes Long Term Incentive Programme to retain and recruit the best talent

A Long Term Incentive Programme comprising up to 400 managers and key
employees will be proposed by the Board of Directors at the Annual
General Meeting on 13 April 2007. The programme allows the
participants to invest up to 10% of their annual base salary in
Nordea shares and contains a capped maximum gain.

The main objective of the proposed Long Term Incentive Programme is
to strengthen Nordea's ability to retain and recruit the best talent
for key leadership positions. All Nordea's incentive programmes aim
to support the realisation of Nordea's financial targets by aligning
managers' and employees' interests and perspectives with the Group's
strategic focus.

The new programme is a combined Share Matching and Performance Share
Programme that will replace the existing Executive Incentive
Programme which has been in place since 2003. The participants are to
invest part of their salary in Nordea shares and the outcome of the
programme depends on the achievement of Nordea's new financial
targets.

The new financial targets presented at the Capital Markets Day in
December 2006 include the goal of doubling the Risk Adjusted Profit
in seven years, which implies an annual growth rate of approximately
10%.

- Nordea needs to be able to meet the challenges in the financial
industry and to serve its customers with the best available
leadership in the market. The best Nordic bank needs the best Nordic
competence but competition for talent is intensifying. This programme
is designed to enable us to retain and attract the best managers with
a shared agenda, willing to invest in their own future by investing
in Nordea and to perform to earn more, says Hans Dalborg, Chairman of
the Board of Nordea.

Four-year perspective
The programme runs for four years composed of a two-year vesting
period and a two-year exercise period. To join the programme, the
participants will have to lock in up to 10% of their base salary
before tax in Nordea shares bought at market price. The shares are
locked-in during the vesting period.

For each Nordea share the participant locks in, he/she will have the
possibility to buy:

*         one ordinary Nordea share at a price of EUR 4. This share
  is a Matching Share, which can be purchased if the participant
  remains employed within Nordea during the initial two-year vesting
  period.

*         three ordinary shares at a price of EUR 2 per share. These
  shares are Performance Shares, which means that in addition to the
  two-year employment criterion, the possibility to buy them depends
  on Nordea fulfilling certain financial targets.
In order to treat participants in a similar way as shareholders, it
is proposed that the exercise price will be adjusted for dividends
during the vesting and exercise periods, however never adjusted below
EUR 0.10. The gain per Matching and Performance Share is capped to a
maximum of EUR 25.

The programme is estimated to give managers incentive compensation at
around 25% of base salary at strong performance of the Group and
around 40% of base salary at outstanding Group performance. If
earnings per share during the vesting period are lower than EUR 0.80
the performance shares B and C will lapse for the relevant period.

Issuing of shares
In order to implement the programme in a cost-efficient manner, the
Board proposes that the programme will be hedged by issuing 3,120,000
redeemable and convertible C-shares.

The new shares shall be subscribed for only by Alecta. The Board is
proposed to be authorised to acquire all the issued C-shares and
convert them into ordinary shares to be used under the programme.
This form of hedge is seen as preferable compared to an equity swap
or a buy back of own shares for this programme.

Dilution from this programme is estimated at 0.05% in terms of IFRS
value/Market cap. The costs are expected to have a marginal impact on
Nordea key ratios. The programme is estimated to cost approximately
EUR 17.7m over the two-year vesting period, equivalent to around 0.8%
of Nordea's staff costs.

The proposed incentive programme has been developed in close
consultation with major shareholders. Nordea's Board of Directors
intends to renew the long-term incentive programme on an annual
basis.

For further information:
Hans Dalborg, Chairman, +46 8 614 78 01
Steen Christensen, Group HR Centre +45 33 33 30 49
The full text of the Board proposal is available at www.nordea.com

Appendix:
Performance Shares conditions
In addition to the two-year employment criterion, the possibility to
buy performance shares depends on financial performance conditions:

*          Performance Shares B: Nordea's Risk Adjusted Profit Per
  Share (RAPPS) 2007 has to exceed RAPPS for 2006 by more than 2%.
  All Performance Shares B can be purchased if RAPPS 2007 exceeds
  RAPPS 2006 by 15% or more. Linear interpolation will be used
  between the two hurdles.

*          Performance Shares C: Nordea's RAPPS 2008 has to exceed
  RAPPS for 2007 by more than 2%. All Performance Shares C can be
  purchased if RAPPS 2008 exceeds RAPPS 2007 by 12% or more. Linear
  interpolation will be used between the two hurdles.

*          Performance Shares D: Nordea's Total Shareholder Return
  (TSR) 2007-2008 has to exceed a Peer Group TSR index. All
  Performance Shares D can be purchased if Nordea's TSR 2007-2008
  exceeds the Peer Group TSR index by 10% or more. Linear
  interpolation will be used between the two hurdles. For the purpose
  of this performance criteria, Nordea's defined Nordic peers and
  defined European peers have been split in two groups, which have
  been given equal weights.