Compensation

Executive Board Compensation

The compensation for the members of the Executive Board comprises three components: a fixed annual basic salary, a performance-related bonus and a payment linked to the Company’s longterm performance and its share price (long-term incentive plan).

The Supervisory Board is informed regularly by its Presiding Committee on the structure of the compensation system for the Executive Board. The Presiding Committee is responsible for determining the compensation of the Executive Board.

The fixed annual salary is reviewed every two years. In consultation with external experts, it was set, with effect on July 1, 2006, at €642,000 for the Chairman of the Executive Board and €428,000 for the other members of the Executive Board. Newly appointed members of the Executive Board receive an annual salary that is 20% lower over a period of 18 months. In addition to the fixed salary, the members of the Executive Board also receive fringe benefits (benefits in kind) in the form of insurance cover and the use of company cars, the value of which is shown in accordance with applicable tax law.

The relevant targets for the variable components of compensation are agreed upon between the Presiding Committee of the Supervisory Board and the Executive Board at the beginning of each year. The level of bonuses depends on the development of the Group’s earnings before taxes (EBT). If the relevant targets are achieved, the bonus amounts to 83% of the fixed annual salary. Bonus payments are not made if at least 50% of the EBT goal is not reached (Mr. Bodner, Professor Schetter, Dr. Schneider) or 75% of the goal (Dr. Ott, Mr. Raps, Mr. Reid) and is limited by a cap of 150% of the target value.

	Fixed salary		Bonus		Total cash compensation		Long-term incentive (value at granting)
€ thousands	2007	2006	2007	2006	2007	2006	2007	2006
Herbert Bodner (Chairman)	642	610	797	797	1,439	1,407	338	525
Dr. Joachim Ott	428	407	531	531	959	938	282	350
Klaus Raps	86	-	101	-	187	-	56	-
Kenneth D. Reid	342	-	405	-	747	-	226	-
Prof. Hans Helmut Schetter	428	407	531	531	959	938	225	350
Dr. Jürgen M. Schneider	428	407	531	531	959	938	225	350
b	2,354	1,831	2,896	2,390	5,250	4,221	1,352	1,575

Compensation with a long-term incentive element is paid in accordance with a long-term incentive plan (LTI), which for Mr. Bodner, Professor Schetter and Dr. Schneider has the following main features: if the value added in a particular financial year exceeds the minimum agreed for that year, the members of the Executive Board are granted phantom shares in the form of so-called performance share units (PSUs). If Bilfinger Berger shares under perform compared with the comparative index, the MDAX, the number of PSUs granted can be reduced by up to 20%. The value of the PSUs granted varies during a waiting period of two years in line with the development of the Bilfinger Berger share price. After the end of the waiting period the existing value of the PSU is paid out. For Mr. Bodner, Professor Schetter and Dr. Schneider, payment is made after a waiting period of two years – 65% in cash (taxable) and 35% in Bilfinger Berger shares which may not be sold until a further two-year lockup period has expired. A four-year waiting period has been determined for Dr. Ott, Mr. Raps and Mr. Reid, after which the total value of the PSU (after taxes) is paid out in cash.

The applicable value added is the difference between the return and the cost of capital. The return is determined by EBITA plus interest income and the value added from the BOT portfolio. The cost of capital results from the multiplication of the capital employed by the weighted average cost of capital.

If the minimum value added agreed upon for the relevant year is not achieved during the waiting period, this leads to the allocation of negative PSUs, which reduce the number of existing PSUs (effects Mr. Bodner, Professor Schetter and Dr. Schneider) or the PSU credit is removed (effects Dr. Ott, Mr. Raps and Mr. Reid). There is also a cap (for the Chairman of the Executive Board €525,000, for a member of the Executive Board €350,000, for the newly appointed members of the Executive Board €280,000 for 18 months), which limits the payment to an absolute maximum annual amount.

For the 2007 financial year, the members of the Executive Board were granted a total of 37,467 PSUs, whose maximum payment amount is limited by the cap to €1,925,000.

Supervisory Board Compensation

As specified by Article 14 of our Articles of Incorporation the compensation of the members of the Supervisory Board comprises a fixed annual payment of €10,000 and a variable annual payment of €500 for each cent by which the dividend paid to the shareholders exceeds €0.10 per share. The Chairman is paid double these amounts, the Deputy Chairman and the members of the Presiding Committee and the Audit Committee are paid one and a half times these amounts. If a member of the Supervisory Board exercises several of the aforementioned functions, he or she is entitled only to the highest of the applicable compensations.

With a proposed dividend of €1.80 per share, the resulting increase in Supervisory Board compensation in accordance with existing provisions in the Articles of Incorporation does not seem appropriate to the Supervisory Board. In order to reduce its dividend related compensation, the Supervisory Board will propose to the Annual General Meeting on May 21, 2008 that, effective from financial year 2008. fixed compensation be set at €40,000 and that variable compensation be reduced to €300 for every cent by which the dividend exceeds €0.80 per share. For financial year 2007, the Supervisory Board will apply the proposed regulation voluntarily. This means that with the proposed dividend of €1.80 per share, a Supervisory Board member will receive €70,000 instead of the €95,000 in accordance with existing regulations. All members of the Supervisory Board have made a relevant waiver.

In addition, expenses were reimbursed in a total amount of €22,000. The total compensation of the members of the Supervisory Board for the 2007 financial year thus amounted to €1,317,000 (2006: €1,270,000).

No compensation is paid nor advantages granted to members of the Supervisory Board for personal services rendered such as consulting or agent services.

¹ On the basis of the proposed dividend of €1.80