Exhibit 4(c).1  UNOFFICAL ENGLISH TRANSLATION   DASSAULT SYSTEMES Société anonyme with a registered capital of 117 645 813 euros Registered office : 9, Quai Marcel Dassault -
92150 SURESNES 322 306 440 R.C.S. Nanterre   MEETING OF THE BOARD OF
DIRECTORS HELD ON 28 MARCH 2008  Extract of the minutes 
  The 28th day of March 2008,
at 4 pm,  The directors of the company DASSAULT SYSTEMES
(the « Company » or « DS ») met at the registered office 9,
Quai Marcel Dassault - 92150 SURESNES, as convened by the Chairman.  ARE PRESENT AND HAVE SIGNED
THE ATTENDANCE REGISTER :  ·
  Mr. Charles EDELSTENNE
  Chairman·
  Mr. Bernard CHARLES
  Director·
  Mr. Thibault de TERSANT
  Director·
  Mr. Laurent DASSAULT
  Director·
  Mr. Jean-Pierre CHAHID-NOURAI
  Director·
  Mr. Arnoud De MEYER
  Director·
  Mr. Paul BROWN
  Director·
  Mr. Bernard DUFAU
  DirectorIS REPRESENTED :·
  Mr. André KUDELSKI,
  Director, by Mr. Thibault de TERSANT.ARE ALSO ATTENDING THE
  MEETING :·
  Mr. Pierre MARTY and Mr. Xavier
  CAUCHOIS, representing the company PRICEWATERHOUSECOOPERS AUDIT, external
  auditors of the Company, and Mr. Jean-Marc MONTSERRAT, representing
  ERNST & YOUNG AUDIT, external auditors of the Company,·
  Mr. Jean-François
  TILLARD, delegate of the Workers Council,·
  Mrs. Frédérique
  BOROWIEC, DS counsel in charge of company law.   More than half of the directors being present,
the Board may validly deliberate.  Mr. Charles EDELSTENNE, as Chairman of the
Board, chairs the session.The Board designated Mrs. Frédérique BOROWIEC as
Secretary.


The Chairman opens the session and thanks the
directors, the external auditors and the delegate of the Workers Council to
have answered his request to attend the meeting.  He reminds that the Board met on the following
agenda :  ()  18.Compensation of
the CEO (Directeur général) ((), review of the
agreements between  the CEO and the
Company, () and determination of the conditions of payment of the deferred
compensation as the case may be).  ()  26.Powers.  18.COMPENSATION OF THE CEO  ()  Review of the agreements
between the CEO and the Company  The Chairman first proposes to the directors to
discuss the subject of the suspension of the employment contract of Bernard
Charlès. He indicates that Bernard Charlès currently combines the functions of
CEO with an employment contract as Innovation Director. However, Bernard
Charlès is more and more occupied by his functions as CEO and the global
management of the Company, which is currently going through important
transformations.  Consequently, he is no longer able to devote
enough time to the exercise of his functions as Innovation Director, even if
this situation does not prevent him from being dedicated to the innovation
efforts of the company.  Given this context and in accordance with the recommendations
of the Compensation Committee, it is proposed to the directors to authorize the
suspension of Bernard Charlès employment contract as long as he will remain
CEO of the Company, with effect retroactively to 1 January 2008. This
suspension will be submitted to the approval of the general meeting of
shareholders, as it constitutes a regulated agreement (convention
réglementée) under French law.  After deliberation, the Board decides to
authorise the suspension of the employment agreement of Mr. Charlès. Mr. Charlès
does not vote, and the decision is taken unanimously by the directors attending
the meeting.  The Chairman reminds the Board that it should
acknowledge that the employment agreement of Mr. Charlès will be
reinstated automatically and with full effect by the mere termination for
whatever reason of his functions as CEO. The Board so acknowledges.  Given this suspension decision, Bernard Charlès
indicates that he has decided to renounce his right to the severance indemnity provided
in his employment agreement, and explains further his decision.  2


()  Determination of the
conditions of payment of the deferred compensation to Mr. Charlès  The Chairman reminds the Board that Bernard
Charlès has been entitled since 2003 to receive compensation in case of dismissal
from his functions as CEO or in case of termination of his employment
agreement, and that he has now renounced his right to indemnities in case of
termination of his employment agreement.  The French law dated 21 August 2007
on labour, employment and purchasing power reformed the rules relating to
severance payments for the executive officers of listed companies.This new law requires
the Board to determine the conditions for the potential payment of compensation
in connection with the termination of executive functions. The Chairman reminds
the Board that as a result, the commitments of the Company towards its CEO need
to be reviewed.  In compliance with the recommendations of the Compensation
Committee on this matter, it is proposed to the directors to decide that, in
case of the dismissal of the CEO from his functions as CEO of the Company, the
amount of the indemnity payment would be contingent upon the satisfaction of
the performance conditions which have been determined for the calculation of
the variable part of this compensation.  The amount of the payment would be calculated according
to the ratio of the variable compensation which was paid during the 3 years
preceding termination as compared to the target variable compensation for these
same years. The amount due would be calculated as follows :  ·
  total amount of gross
  compensation (including variable portions but excluding benefits in kind and
  directors fees) due for his functions as CEO for the two completed fiscal
  years preceding the date of dismissal,·
  multiplied by the ratio i)
  of variable compensation which had been paid to the CEO during the 3
  completed fiscal years preceding the date of dismissal ii) as compared to the
  target variable compensation determined for each of these years by the Board
  depending on the realisation of the objectives determined for the Company.  However, the Board may consider that the
indemnity will not be due in the event of exceptional circumstances seriously
damaging the image or results of the Company and significantly reducing, in the
opinion of the Board, the market price of the Companys shares, or in the event
of misconduct of the CEO other than in connection with his corporate functions
(faute séparableas defined under French
law) and incompatible with the normal exercise of his responsibilities as CEO.  The Chairman reminds the Board that the
indemnity due as a result of his dismissal from his functions as CEO falls
within the scope of Article L. 225-42-1 of the French Code of Commerce (as
amended by the new law). The external auditors will be informed of the decision
of the Board which will be submitted to the approval of the general meeting of
shareholders in accordance with the applicable legal provisions.  The decision of the Board shall be made public
pursuant to conditions which will be determined by a decree which has not yet been
promulgated. It is as a consequence proposed to  3


the directors to give to the Chairman of the
Board the power to make the decision of Board public in accordance with the
applicable legal provisions once they are promulgated.  The conditions for payment of the deferred
compensation on which the directors have to decide shall be described in the
French annual report (Document de référence)
which is enclosed in the preparation file of the Board meeting, in accordance
with applicable legal provisions. It is then specified that the text of this
document will be updated according to the decision of the directors.  After deliberation, the Board decides to adopt
the above mentioned conditions for the payment of compensation to the CEO in
case of dismissal from his functions as CEO. Mr. Charlès does not vote on
this matter and the decision is taken unanimously by the other directors
attending the meeting. The Board decides also to give powers to the Chairman of
the Board to render this decision public according to applicable legal
provisions.  26.POWERS  The directors attending the Board meeting decide
unanimously to give powers to the bearer of an original, a copy or an extract
of the minutes of the meeting to accomplish all publicity formalities or other
formalities which may be required.   No other item being on the agenda,  And nobody raising further matters,  The session is completed at 6:30 pm.      Extract certified in
conformity with the original  Dassault Systèmes General Counsel      Benoit BALMARY    4