39. Total remuneration of the Board of Management and the Supervisory Board and loans

The remuneration of the Supervisory Board amounted to €2,346,596 (2006: €2,337,041), including €782,199 (2006: €779,014) in variable components.

The remuneration components of the individual members of the Board of Management were as follows:

		Werner Wenning	Klaus Kühn	Udo Oels¹	Wolfgang Plischke²	Richard Pott	Total
€
Base salary	2007	748,872	412,236	-	412,236	412,236	1,985,580
Base salary	2006	748,872	412,236	343,526	343,530	412,236	2,260,400
Fixed supplement	2007	325,132	316,366	-	170,647	170,647	982,792
Fixed supplement	2006	325,132	316,366	142,205	142,206	170,647	1,096,556
Short-term incentive	2007	2,168,878	1,379,994	-	1,109,995	1,109,995	5,768,862
Short-term incentive	2006	1,525,086	1,034,615	567,335	689,745	827,694	4,644,475
Remuneration in kind and other benefits	2007	51,104	35,769	-	25,208	33,237	145,318
Remuneration in kind and other benefits	2006	47,926	35,571	9,594	18,163	31,137	142,391
Directly effected remuneration	2007	3,293,986	2,144,365	-	1,718,086	1,726,115	8,882,552
Directly effected remuneration	2006	2,647,016	1,798,788	1,062,660	1,193,644	1,441,714	8,143,822

Long-term incentive (stock-based compensation entitlements earned in the respective year)	2007	1,149,675	698,890	-	358,924	631,618	2,839,107
	2006	820,514	480,609	538,181	193,188	461,939	2,494,431
Change in value of existing entitlements	2007	889,725	510,121	-	100,950	491,935	1,992,731
Change in value of existing entitlements	2006	339,733	229,617	104,125	66,262	164,952	904,689

1 member of the Board of Management until April 28, 2006
2 member of the Board of Management effective March 1, 2006

The fair value of the stock-based compensation as of the grant dates for 2007 and 2006 is shown in the following table.

		Werner Wenning	Klaus Kühn	Udo Oels¹	Wolfgang Plischke²	Richard Pott	Total
€
Fair value of newly granted stock-based compensation as of grant date	2007	299,173	202,957	-	162,366	162,366	826,862
	2006	268,113	181,886	40,419	117,597	145,509	753,524

1 member of the Board of Management until April 28, 2006
2 member of the Board of Management effective March 1, 2006

The fair value of the entitlements to newly granted stock-based compensation already earned in the respective year is included in the preceding table under “Long-term incentive.”

The current service cost for the pension entitlements of the members of the Board of Management was as follows:

		Werner Wenning	Klaus Kühn	Udo Oels¹	Wolfgang Plischke²	Richard Pott	Total
€
Current service cost for pension entitlements earned in the respective year	2007	-	588,064	-	187,344	223,453	998,861
	2006	398,564	1,651,294	-	1,644,517	233,284	3,927,659

1 member of the Board of Management until April 28, 2006
2 member of the Board of Management effective March 1, 2006

Further details are provided in the Compensation Report, which forms part of the Management Report.

The pensions paid to retired members of the Board of Management and their surviving dependents amounted to €10,997,016 (2006: €10,924,768). Pension provisions for former members of the Board of Management and their surviving dependents amounted to €115,103,558 (2006: €117,866,846).

There were no loans to members of the Board of Management or the Supervisory Board outstanding as of December 31, 2007, nor any repayments of such loans during the year.

Leverkusen, February 18, 2008
Bayer Aktiengesellschaft

Board of Management