COMPANY INVESTOR RELATIONS PRESS CAREER SUCHE:
» GO

Information concerning the Board of Managing Directors

Main features of the remuneration system

The remuneration of members of the Board of Managing Directors is governed by individual employment contracts. It is established by the Standing Committee of the Supervisory Board and includes fixed and variable components: a fixed salary and variable pay based on performance and success-related criteria (bonus). The fixed salary proportion is 40% while the annual bonus accounts for 60% of total annual remuneration. Up to 50% of the bonus may, at the discretion of the bank, be paid as a long-term incentive in the form of Commerzbank shares, or in cash within a maximum of three years after the Annual General Meeting of the relevant financial year. In addition, members of the Board of Managing Directors receive customary benefits in kind. The current remuneration structure for members of the Board of Managing Directors was established in the summer of 2006.

The fixed salary component, which is paid in twelve monthly instalments, is based on the responsibilities of the respective Board member. The amount of variable pay is dependent on the achievement of specific targets agreed at the beginning of the financial year between the Board of Managing Directors and the Standing Committee of the Supervisory Board. One of the benchmarks used is the projected results of the bank as a whole, measured on the basis of return on equity (RoE), as well as the personal performance of the individual Board member in his area of responsibility.

In addition to regular remuneration, the bank provides pension benefits in the form of individual pension agreements to members of the Board of Managing Directors or their surviving dependants.

In the event of a change of control, i. e. if more than 50% of the bank’s voting rights are no longer held by Commerzbank Group, each member of the Board of Managing Directors is entitled to resign within three months. In this case, severance pay equivalent to the value of the remaining period of the employment contract, but no longer than one year, can be claimed at the remuneration level (including fixed salary and bonus) at the time of resignation. Should the buyer not wish to continue employing a member of the Board within six months of the change of control without cause based on the member’s conduct, the company pays the remuneration (including fixed salary and bonus) for the remaining term of the member’s employment contract.

Members of the Board of Managing Directors also have entitlements to shares from Eurohypo’s long-frist incentive plans (LFI) from 2004 and 2005. The original plans based on Eurohypo AG shares were amended in 2006 so that Commerzbank shares could be issued in place of the same number of Eurohypo AG shares. Entitlements from 2004 and 2005 are paid upon expiry of the agreed three-year period either in Commerzbank shares or in cash (at the discretion of the bank). Payment of entitlements from LFI 2004 occurs following approval by the Annual General Meeting of the 2007 financial statements. Entitlements from LFI 2005 are paid following approval by the Annual General Meeting of the 2008 financial statements. Since 2006, there have been no new entitlements granted under the Eurohypo long-frist incentive plans (LFI).

Since financial year 2006, members of the Eurohypo Board of Managing Directors are entitled to participate in the Commerzbank AG longterm performance plan (LTP). For financial year 2007 a total of 7,300 shares were added to the Commerzbank LTP.

Fixed and variable remuneration

For financial year 2007, the remuneration of the active members of the Board of Managing Directors totalled € 3,462 thousand, of which € 1,373 thousand related to fixed salary, € 1,863 thousand to the annual bonus, € 120 thousand to payment of LTP 2006 and € 106 thousand to other noncash emoluments. The remuneration component breakdown for individual members of the Board of Managing Directors is presented in the table below.

Cash remuneration

in € thousand		 Basic salary Variable
remuneration		 LTP *****
2004
payment
******
Other		 Total
remuneration
Bernd Knobloch* 2006 120 525 14 659
2007 - - - - -
Dirk Wilhelm Schuh** 2006 360 750 28 1,138
2007 360 410 - 28 798
Jochen Klösges*** 2006 320 620 20 960
2007 53 103 - 5 161
Joachim Plesser 2006 320 520 - 18 858
2007 320 450 - 18 788
Henning Rasche 2006 320 520 - 31 871
2007 320 450 - 23 793
Martin Zielke**** 2006 240 520 - 22 782
2007 320 450 120 32 922
Total 2006 1,680 3,455 - 133 5,268
2007 1,373 1,863 120 106 3,462
* Until 31.03.06 the remuneration reported was paid by Eurohypo AG; since 01.04.2006 the remuneration for all activities in the Commerzbank Group is paid by Commerzbank AG and is published in the remuneration report of Commerzbank AG.
** The remuneration was paid by Eurohypo AG and includes all activities in the Commerzbank Group for the financial years 2006 and 2007.
*** In 2006 the remuneration was paid by Eurohypo AG and included all activities in the Commerzbank Group. The remuneration in 2007 relates to the period up to the departure of Mr Klösges from the Board of Eurohypo AG on 28 February 2007.
**** The fixed salary in 2006 relates to the period from appointment on April 1, 2006.
***** At the date in question no other board member apart from Mr Zielke was entitled to participate in the LTP 2004 program of Commerzbank AG.
****** The “other” category includes benefits paid during the reporting year, which mainly comprise expense allowances, insurance premia as well as motoring expenses.

Pension commitments

In addition to regular remuneration, members of the Board of Managing Directors received individually negotiated pension plans. Mr Schuh, Klösges, Plesser and Rasche are each beneficiaries of a defined contribution plan. Each contribution is converted into capital units and credited to a pension account. Once employees have retired, the balance on the pension account (pension capital) is paid to the pensioner or his surviving dependants, as a choice of either a lump sum payment or a monthly pension.

Mr Knobloch was also the beneficiary under the aforementioned pension plan until 31 March 2006. His pension plan agreed with the bank expired on 31 March 2006. The closing balance on his pension account at this date was € 3,729 thousand. Since 1 April 2006, Bernd Knobloch has been the recipient of a pension commitment from Commerzbank as a member of the Board of Managing Directors of Commerzbank AG.

For Mr Zielke, the bank has committed to a retirement, invalidity and dependant benefits plan under the Commerzbank modular occupational pension plan in the form of a monthly pension. The bank also provides Mr Zielke with a supplementary defined contribution scheme for executives.

In 2007, provisions totalling € 850 thousand were set aside for pension obligations towards active members of the Eurohypo AG Board of Managing Directors. A pension provision of € 702 thousand was transferred during the year toCommerzbank AG for Mr Klösges, who resigned from the Eurohypo AG Board of Managing Directors effective 28 February 2007 to assume an executive position with Commerzbank AG. As at 31 December 2007, the pension provision for active Eurohypo AG Board members totalled € 6,939 thousand.

Total payments to former members of the Board of Managing Directors and their dependants amounted to € 5,465 thousand. Pension provisions of € 56,229 thousand were set aside for pension obligation for this group.




Pensions in € thousand		 Pension
rights


DBO***		 IFRS pro-rata
provisions as at
31.12.2007
Bernd Knobloch 3,729* 3,048 2,798
Dirk Wilhelm Schuh 1,771* 1,249 1,146
Jochen Klösges**** - - -
Henning Rasche 826* 415 381
Joachim Plesser 2,641* 2,605 2,391
Martin Zielke 128** 243 223
* Current balance on the pension account (capital account).
** Current pension entitlements p.a. projected to 62 years of age assuming unchanged emoluments
*** DBO = defined benefit obligation
**** During the year a provision of € 702,000 for Mr Klösges was transferred to Commerzbank AG

Long term incentive plan (EUROHYPO AG LFI) from 2004 and 2005

Members of the Board of Managing Director also have an entitlement to a total of 283,001 Commerzbank AG shares from the LFI from 2004 and 2005. The entitlements of individual Board members were earned in 2004 and 2005 and originally related to Eurohypo AG shares. In 2006, these entitlements were converted to entitlements to the same number of Commerzbank AG shares. There have been no new entitlements granted since 2006. At that time, Mr Zielke was not yet a member of the Eurohypo AG Board of Managing Directors.

The number of entitlements of each Board member and their cash value when granted and at the reporting date are detailed in the following table:

LFI


in € thousand
Number
of share
entitlements		 Cash value
of Commerzbank-
shares at granting		 Cash value of
share entitle-
ments as at
31.12.2007
Bernd Knobloch 70,393 1,802 1,769
Dirk Wilhelm Schuh 55,918 1,433 1,407
Jochen Klösges 52,230 1,340 1,316
Henning Rasche 52,230 1,340 1,316
Joachim Plesser 52,230 1,340 1,316
Martin Zielke - - -
Total 283,001 7,255 7,124

Long term performance plans (Commerzbank AG LTP)

Since financial year 2006, members of Eurohypo’s Board of Managing Directors have been entitled to participate in the Commerzbank AG long-term performance plan (LTP) in accordance with the current regulations for Commerzbank AG. Mr Knobloch may participate in the Commerzbank AG LTP pursuant to the regulations for members of the Commerzbank AG Board of Managing Directors.

These virtual share option programs, to date offered annually by Commerzbank AG, incorporate a guaranteed payment in the event that the Commerzbank share price exceeds the Dow Jones Euro Stoxx® Bank index after three, four or five years, and/or an absolute increase in the Commerzbank share price reaches or exceeds 25%. If these thresholds are not reached after five years, the payment guarantee lapses.

Participation in the LTP requires those entitled to invest their own funds in Commerzbank shares. For members of the Eurohypo Management Board, the regulations for Commerzbank apply and they may participate in the LTP program with up to 1,200 shares. Mr Knobloch, Chairman of the Eurohypo AG Board of Managing Directors, is entitled to participate in the LTP program with up to 2,500 shares as a member of the Commerzbank AG Board of Managing Directors. Payment from these plans is contingent on meeting one of the following exercise hurdles:

The participant thus receives up to € 100 per share paid in cash. Payment from the LTP is also contingent on a dividend being issued for the financial year by Commerzbank AG.

In the year under review, the members of the Management Board participated with their own shares in the Commerzbank LTP 2007 as follows:

LTP 2007 Cash value

in € thousand		 Number of
shares
contributed
At
granting		 as at
31.12.07		 Pro rata on
as at
31.12.07*
Bernd Knobloch 2,500 79 51 12
Dirk Wilhelm Schuh 1,200 38 25 6
Jochen Klösges 1,200 38 25 6
Henning Rasche 1,200 38 25 6
Joachim Plesser - - - -
Martin Zielke 1,200 38 25 6
Total 7,300 231 151 36
* Corresponds to the value of the provisions for LTP 2007 as at 31 December 2007; the provisions for Mr Knobloch, Klösges and Schuh were accrued at Commerzbank AG.

Information concerning the supervisory board
Remuneration for members of the Supervisory Board is governed by the bank’s Articles of Association. Their remuneration includes variable as well as fixed components. The remuneration has not thus far included any pay component based on long-term business performance. Discussions on how such remuneration might be reasonably established for members of supervisory boards are still ongoing in the public domain.

Structure of remuneration
The fixed remuneration paid to each member of the Supervisory Board during 2007 amounted to € 15,000.00. The posts of Supervisory Board Chairman and Vice-Chairman and membership in a Supervisory Board committee are compensated individually. In addition, each member receives a variable payment based on return on equity.

The expenses incurred by members of the Supervisory Board and the value added tax on Supervisory Board activities are also refunded. These amounted to a total of € 85,597.42.

Members of the Supervisory Board who only served on the Supervisory Board during part of the financial year received remuneration in proportion to the time served during the year.

In the reporting year, remuneration of the Supervisory Board amounted to € 382,603.45, of which € 249,523.99 was attributable to the fixed component and € 133,079.46 the variable component. The remuneration of individual members of the Supervisory Board is shown in the table:

in € Fixed
remuneration		 Variable
remuneration
Klaus-Peter Müller 56,250.00 30,000.00
Brigitte Siebert 24,760.27 13,205.48
Dr. Hans-Peter Keitel 12,380.14 6,602.74
Wolfgang Barth 9,904.11 5,282.19
Herbert Ba