-----------------------

                                                         BASF Aktiengesellschaft
                                                         67056 Ludwigshafen
                                                         Germany

                                                         BASF
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                                  BASF Stock
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                                  Option
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                                  Program 2001




Program 2001





                                                                            BASF
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                                Dear Executives,

Our stock option program has been very well received, both internally and
externally over the past two years, as shown by participation rates well in
excess of 75% and by the large number of favorable opinions expressed by
shareholders' representatives, analysts and trade journalists.

The continuously changing competitive environment, both at national and
international levels, and feedback from capital markets have led us to further
develop the program while retaining its proven basic structures.

I would like to draw your attention in particular to the change to the Dow Jones
Global Chemicals Total Return Index as the reference index. This changeover to a
worldwide index for the chemicals sector is a clear indication that we see
ourselves as one of the "world's leading companies in the chemical industry"
also within the context of our stock option program.

I am convinced that you will also find the program attractive because of the
other changes, such as the extension to eight years and the more flexible
arrangement with regard to the personal investment, and that, consequently, the
participation rate will be high again.

By participating, you will give expression to your identification with BASF and
your confidence in its long-term success.



                                 /s/ Jurgen Strube

                                 Jurgen Strube


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Program and Option Conditions


Overview of the BASF Stock Option Program (BOP) 2001..........................5
Right to participate..........................................................6
Program structure.............................................................6
Personal investment...........................................................7
Basic price...................................................................7
BOP custody account/BOP current account.......................................7
Undertaking/holding period/BOP 2001 shares....................................7
Use of shares already held....................................................8
Acquisition of additional shares..............................................8
Issue of option rights/start of the program...................................8
Details of option rights......................................................8
Subscription Right A/absolute threshold/closing price.........................9
Subscription Right B/relative threshold/outperformance........................9
Duration of option rights....................................................10
Vesting (waiting) period.....................................................10
Exercising/exercise order....................................................11
Closed periods...............................................................11
Extended exercise periods (exercise windows).................................12
Determination of the purchase price..........................................13
Purchase with payment........................................................14
Purchase without payment (Cashless Operation)................................14
Upper limits on exercise gain................................................15
Dividend entitlement.........................................................16
Tax - Germany................................................................16
Tax - outside Germany........................................................16
Transferability..............................................................16
Information on the internet and from the depository bank.....................17
Settlement...................................................................17
Change of Control............................................................17
Termination of the employment relationship...................................18
Retirement...................................................................18
Death........................................................................18
Risks........................................................................18
Limiting conditions..........................................................18
Annual Shareholders' Meeting 2001............................................19

Steps leading to participation in 2001.......................................19

Translation..................................................................20
Terms of depository bank.....................................................20
Authority to operate a current/custody account...............................21
Applications for capital gains exemption from 2002 - Germany only............21
Contacts.....................................................................21

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Overview of the BASF Stock Option Program (BOP) 2001

BASF is offering qualifying executives of the BASF Group worldwide the right to
acquire option rights which, if defined thresholds are met, will permit the
holder to purchase BASF shares at a preferential price. The number of option
rights granted to each participant will depend on their personal investment in
BASF shares. The required number of shares will be calculated on the basis of a
percentage, as specified by the participant (between 10% and 30%), of the
participant's gross variable compensation and the basic BASF share price at the
start of the program. Unlike BOP 1999 and 2000, the personal investment
requirement may be fulfilled not only by the purchase of additional BASF shares
but also by the designation of shares already held by the participant. The
shares comprising the personal investment must be held by the participant for at
least two years from the start of the program. The participant will receive four
option rights for each share of the investment.

Each option right consists of two subscription rights, which may be exercised if
defined thresholds are met. Subscription Right A permits the purchase of a share
at the basic price if the price of the BASF share has increased by more than 30%
in comparison to the basic price. Subscription Right B permits the purchase of a
share if the BASF share outperforms the Dow Jones Global Chemicals Total Return
Index. The BOP, therefore, takes into account both the absolute and the relative
performance of the BASF share.

Option rights may not be exercised until at least two years have elapsed since
the start of the program and may not be exercised after eight years have
elapsed. Option rights may not be exercised during certain closed periods within
this overall exercise period.

The exercise gain to the participant resulting from the purchase of shares at
preferential rates is limited to a maximum of ten times their personal
investment.

This brochure contains full details of the program and option conditions and
also explains the technical details of participation and information on banking
arrangements.


                                                                          Page 5
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                              This document is an English-language translation
                              of the principal provisions of the BASF Stock
                              Option Program (BOP) 2001. In the event of any
                              discrepancy, the German-language document setting
                              forth the actual terms and conditions of the BOP
                              2001 will be binding. The BOP coordinator named in
                              the participation authorization letter will be
                              pleased to answer any questions. This brochure
                              contains the program and option conditions of the
                              BOP 2001 and comprehensively explains its
                              operation.

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Right to                      The right to participate is being granted to
participate                   approximately 1,200 executives of the BASF Group,
                              who will be identified by means of predetermined
                              criteria and individually informed of their
                              entitlement by letter. In addition to meeting the
                              general entitlement requirements, each participant
                              must be actively employed by BASF on the day after
                              the Annual Shareholders' Meeting of BASF
                              Aktiengesellschaft held in 2001 (start of the
                              program), without any notice of termination of
                              employment having been issued by that date.

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Program structure             BASF will offer participants option rights that
                              will entitle them to purchase BASF shares at a
                              preferential price if certain performance targets
                              are met. For option rights to be granted, it is
                              necessary for the participant to hold the number
                              of BASF shares that corresponds to their personal
                              investment and to confirm that they will be
                              retained for a period of at least two years
                              following the start of the program (see "Personal
                              investment" below in this regard).

                              Program structure

                              1.  Number of personally invested shares

                              [Graphic omitted]

                              2.  Processing

                              [Graphic omitted]


Page 6

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Personal                      The number of option rights granted to each
investment                    participant will depend on the level of their
                              personal investment, in the form of BASF shares.
                              The maximum investment will be determined on the
                              basis of their gross variable compensation. Each
                              participant may designate between 10% and 30% of
                              this remuneration as the amount of the personal
                              investment. The number of BOP shares will be
                              determined from the amount selected by the
                              participant and the basic price. The participant
                              must give a written "Undertaking" on the number of
                              shares held (see "Undertaking" below). BASF will
                              grant four option rights for each such share.

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Basic price                   The number of BOP shares required to be held as
                              personal investment will depend on the amount of
                              gross variable compensation designated by the
                              participant and the price of a BASF share defined
                              as the volume-weighted average, commercially
                              rounded to two decimal places, quoted in the
                              electronic trading system of Deutsche Borse AG
                              (Xetra) or a successor system on the day after the
                              Annual Shareholders' Meeting of BASF
                              Aktiengesellschaft held in 2001 (basic price).

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BOP custody                   A personal securities account (BOP custody
account/                      account) and a linked current account (BOP current
BOP current                   account) must be opened with the depository bank
account                       before participating in the BOP for the first
                              time. Deutsche Bank AG, Private Banking,
                              Ludwigshafen, Germany, is the depository bank for
                              all BOP participants throughout the Group.

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Undertaking/                  Each eligible will be informed in May 2001 of the
holding period/               number of shares (min./max.) they are entitled to
BOP 2001 shares               introduce into the program. Those eligibles
                              wishing to participate must use the "Undertaking"
                              form to confirm to their program coordinator, by
                              June 30, 2001, at the latest, that they personally
                              own the designated number of shares at that
                              cut-off date and that they will hold those shares
                              for at least two years following the start of the
                              program, i.e. up to April 27, 2003 (holding
                              period). This Undertaking will qualify the
                              corresponding shares for underlying options (BOP
                              2001 shares). The BOP shares may be held at any
                              financial institution chosen by the participant.
                              Proof that the specified number of shares are
                              actually held must be supplied to the BOP
                              coordinator on request in an appropriate form
                              (e.g. a custody account statement or bank
                              confirmation).


                                                                          Page 7
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Use of shares                 Any BASF shares already held by a participant at
already held                  the start of the program may be declared as BOP
                              2001 shares, except shares acquired for
                              participation in BOP 2000, because the two-year
                              holding period for these shares will not end until
                              after the Annual Shareholders' Meeting in 2002.

                              Please note:

                              The shares acquired for participation in BOP 1999
                              can be used for BOP 2001, because their two-year
                              holding period expires with the start of the 2001
                              program. The 1999 BOP program conditions have been
                              amended accordingly.

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Acquisition of                If a participant commits, in the Undertaking, to
additional shares             maintain ownership of a number of shares in excess
                              of their current holding, the participant must
                              personally arrange to acquire the required number
                              of additional shares by June 30, 2001, at the
                              latest. It is not necessary to inform the
                              coordinator to this effect; solely the commitment
                              in the Undertaking is decisive for the grant of
                              option rights.

                              Please note:

                              Deviating from previous years, no proportion of
                              variable compensation will be deducted from the
                              salary and transferred for the acquisition of BOP
                              shares to the depository bank, since participants
                              will make their own arrangements to acquire
                              shares.

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Issue of option rights/       BASF will issue four option rights to the
start of the program          participant for each BOP 2001 share confirmed in
                              the Undertaking. The option rights will be issued
                              with effect from the start of the program and then
                              entered in the BOP custody account with the
                              depository bank. They cannot be transferred to a
                              different custody account.

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Details of option             Each option right, in turn, consists of two parts,
rights                        Subscription Right A and Subscription Right B,
                              and, if defined thresholds are met, each
                              subscription right allows the purchase of one BASF
                              share on preferential terms. Thus, for each BOP
                              share, up to eight BASF shares can be purchased on
                              preferential terms when the options are exercised.


Page 8
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Subscription Right A/         After waiting period and exercise period
absolute threshold/           requirements have been satisfied, the share from
closing price                 Subscription Right A may be purchased when the
                              closing price of the BASF shares quoted in the
                              electronic trading system of Deutsche Borse AG
                              (Xetra) or in a successor system (closing price)
                              is more than 30% higher than the basic price.

                              The purchase price for this share corresponds to
                              the closing price on the date when the option
                              right is exercised, minus a discount. The discount
                              corresponds to the increase in price between the
                              date of issue and the date of exercise of the
                              option right.

        Subscription Right A (absolute threshold)

        Sample calculation (Euro)

        BASF basic price on option right grant date                 50.--
        Closing price on exercise date                              70.--
                                                                    ---------
        Absolute increase in price                                  20.--(+40%)

        -->Absolute threshold of 30% reached
        ------------------------------------------------------------------------
        Closing price on exercise date                              70.--
        Discount (increase in price)                                20.--
        ------------------------------------------------------------------------
        Purchase price per BASF share for participant               50.--

        Exercise gain per Subscription Right A for participant      20.--

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Subscription Right B/         After waiting period and exercise period
relative threshold/           requirements have been satisfied, the share from
outperformance                Subscription Right B may be purchased when the
                              cumulative performance of the BASF share exceeds
                              the percentage increase in the Dow Jones Global
                              Chemicals Total Return Index (DJ Chemicals). The
                              cumulative performance includes both the change in
                              price and the value of cash dividends and capital
                              changes between the date on which the option
                              rights are issued and the date on which they are
                              exercised. DJ Chemicals, which includes BASF,
                              measures the performance of about 140 enterprises
                              within the chemicals sector worldwide.

                              The purchase price for this share corresponds to
                              the closing price on the date when the option
                              right is exercised, minus a discount. The discount


                                                                          Page 9
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                              is equal to double the percentage by which the
                              BASF share outperforms DJ Chemicals on the
                              exercise date, based on the basic price.

                              The outperformance is defined as the difference
                              between the cumulative performance of the BASF
                              share between the grant date and the exercise date
                              of the option right and the performance of DJ
                              Chemicals between the grant date and the trading
                              day preceding the exercise date.

        Subscription Right B (relative threshold)

        Sample calculation (Euro)

        Closing price on option right grant date                50.--
        Closing price on exercise date                          70.--
                                                                ----------------
        Increase in price                                       20.--
        Cumulative cash dividend (reinvested)                   10.--
                                                                ----------------
        Performance of BASF share                               30.-- -->> 60%
        Performance of DJ Chemicals                                        30%
                                                                          ------
        Outperformance of DJ Chemicals by BASF share                       30%
        ------------------------------------------------------------------------
        Closing price on exercise date                          70.--
        Discount (2 x 30% x 50.--)                              30.--
        ------------------------------------------------------------------------
        Purchase price per BASF share for participant           40.--
        Exercise gain per Subscription Right B for participant  30.--
        ------------------------------------------------------------------------

                              Outperforming DJ Chemicals is a demanding target,
                              which entails surpassing our worldwide
                              competitors. This is why each percentage point is
                              doubled in the discount. Using relative
                              performance to measure the success of a company
                              has the particular advantage of making it possible
                              for the options to be exercised even if there is a
                              decrease in price in absolute terms, as long as
                              the drop in value of the BASF share is not as
                              great as that of the index.

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Duration of                   The term of option rights begins at the start of
option rights                 the program and terminates at the end of the
                              fifteenth calendar day following the eighth Annual
                              Shareholders' Meeting after the start of the
                              program.

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Vesting (waiting)             The option rights may only be exercised for the
period                        first time after completion of a vesting (waiting)
                              period. This waiting period commences when option
                              rights are issued and ends at the end of the day
                              of the second Annual Shareholders' Meeting after
                              the start of the program.



Page 10

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Exercising/                   Each individual option right may only be exercised
exercise order                in its entirety (Subscription Rights A and B), on
                              condition that at least one of the two thresholds
                              has been met. If only one threshold has been met
                              on the exercise date, the subscription right
                              linked to meeting the other threshold will lapse.
                              Exercising is only possible with a minimum of 50
                              option rights, or the entire amount remaining. The
                              participant must notify the depository bank if
                              they wish to exercise, and the bank will, in turn,
                              inform BASF.

                Exercise scenarios for Subscription Right A (absolute threshold)

                Personal investment 5,000.-- and basic price 50.--
                --> 100 shares  --> 400 options

                [GRAPHIC OMITTED]

                              The exercise order becomes effective upon receipt
                              by the depository bank. The exercise order obliges
                              the participant to pay the purchase price for the
                              stocks to be issued. Participants will receive
                              detailed information about the formalities to be
                              complied with when the options are exercised, in
                              good time before the end of the two-year waiting
                              period.

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Closed Periods                It is not possible to exercise the option rights
                              within certain periods (closed periods) after the
                              end of the waiting period. Closed periods are
                              periods of at least four weeks preceding the date
                              of publication of the annual statement and the
                              quarterly and half-yearly reports and of six weeks
                              preceding the Annual Shareholders' Meeting. The
                              two weeks preceding the end of each financial year
                              also constitute a closed period. The periods for
                              each calendar year are published well in advance
                              and can also be obtained via the Internet at
                              www.deutsche-bank.de/basf. The purpose of the
                              closed periods is primarily to reduce potential
                              conflicts with insider


                                                                         Page 11
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                              trading legislation. They cannot, of course,
                              provide impregnable protection. Participants must
                              use their own discretion before exercising option
                              rights to decide whether they hold insider
                              information that precludes the acquisition of
                              shares at the time in question.

                              Example:

                              Exercise periods and closed periods

                              [GRAPHIC omitted]

                              Please note:

                              Other closed periods may be specified at short
                              notice in individual cases in advance of other
                              important publication dates.

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Extended exercise             Each time the absolute threshold is crossed, an
periods                       exercise window of one month is opened, during
(exercise windows)            which it is possible to exercise the option right
                              even if the absolute threshold is no longer
                              exceeded by the time the option is exercised. The
                              extended exercise window provides compensation for
                              the fact that the options cannot be exercised
                              during closed periods even if the absolute
                              threshold has been met.

                              As at other times, the purchase price is
                              determined on the basis of the closing price and
                              possibly the outperformance at the time when the
                              option is exercised (see "Determination of the
                              purchase price", page 13 with regard to this).


Page 12

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                              No exercise window is opened if only the relative
                              threshold is crossed, since the purchase price,
                              when the option is exercised, will be greater than
                              the closing price if the relative threshold is
                              then crossed in the other direction.

                              Extended exercise periods

                              [GRAPHIC OMITTED]

                              Please note:

                              The closed periods always have priority over
                              exercise windows, i.e., they may shorten them.

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Determination of              The BASF share closing price and the
the purchase price            outperformance at the time of the exercise
                              determine the purchase price.

                              If the depository bank is notified of an exercise
                              order before noon (Central European Time/Summer
                              Time) of a German Stock Exchange trading day, the
                              exercise operation will be treated in the same way
                              as one occurring at the end of the previous
                              trading day, i.e. the closing price and
                              outperformance (see pages 9, 10 with regard to
                              this) will be used as a basis for determining the
                              purchase price. This arrangement has the advantage
                              for participants of permitting them to learn the
                              purchase price (e.g. via the Internet) and then
                              decide whether to exercise their option rights or
                              not. Exercise orders received after noon by the
                              depository bank will be carried out at the closing
                              price and the outperformance of the current
                              trading day.


                                                                         Page 13

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                              Determination of the purchase price

                              [GRAPHIC OMITTED]

                              Please note:

                              Shares purchased in connection with option rights
                              are sold, as usual, at the closing price on the
                              actual date of sale.

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Purchase with                 The shares can be purchased in return for payment
payment                       of the relevant purchase price. Participants
                              wishing to purchase shares must ensure that there
                              are sufficient funds in their BOP current
                              accounts. The BASF shares to be allocated to the
                              participants after the exercise of option rights
                              are issued to them after payment of the applicable
                              purchase price and then transferred to the custody
                              accounts designated by participants in their
                              exercise orders. If a participant fails to
                              designate a custody account, the shares will be
                              entered in the BOP custody account with the
                              depository bank.

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Purchase without              Instead of purchasing shares by paying the
payment                       purchase price, participants may also opt for the
(Cashless Operation)          allocation of shares without an additional
                              payment. In such a case, they must only pay the
                              nominal amount for accounting purposes applicable
                              to each share purchased.

                              The number of shares credited to the participant's
                              account is determined in this case by dividing the
                              exercise gain from the subscription rights by the
                              closing price (minus the nominal amount for
                              accounting purposes) at the time the option is
                              exercised (Cashless Operation). The depository
                              bank will debit the nominal amount for accounting
                              purposes from the


Page 14

<PAGE>


                              participant's BOP current account. The participant
                              must ensure that sufficient funds are available.
                              After payment of the nominal amount for accounting
                              purposes, the shares will be transferred to the
                              custody accounts designated by participants in
                              their exercise orders. If a participant fails to
                              designate a custody account, the shares will be
                              entered in the BOP custody account with the
                              depository bank.

        Purchase without payment (Cashless Operation)

        Sample calculation (Euro)

        Subscription Right A discount (see page 9)        20.--
        Subscription Right B discount (see page 10)       30.--
        ------------------------------------------------------------------------
        Exercise gain per option right                    50.--
        x 50 share options
        ------------------------------------------------------------------------
        Total exercise gain                            2,500.--  (50 x 50)
        divided by (closing price less nominal amount)    67.44  (70 - 2,56)
        ------------------------------------------------------------------------
        Number of shares to be purchased                  37     (2,500 divided
                                                                  by 67.44)

        The excess amount of 4.72 (2,500 - (37 x 67.44)) is credited to the
        participant's BOP current account. The total nominal amount for
        accounting purposes of 94.72 (37 x 2.56) is debited from the account.


                              Please note:

                              Depending on the country concerned, taxes may also
                              be payable on the exercise gain, regardless of the
                              purchasing option chosen.

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Upper limits on               The maximum possible exercise gain (gross) is
exercise gain                 equal to ten times the original personal
                              investment, converted into BOP shares, determined
                              at the start of the program. For this purpose, the
                              total discounts (exercise gain) granted for one
                              option right may not exceed 250% of the basic
                              price.

                              In the case of the share from Subscription Right
                              A, the exercise gain may not exceed 100% of the
                              basic price.

                              In the case of the share from Subscription Right
                              B, the exercise gain may not be greater than the
                              closing price on the date of exercise of the
                              option right less the nominal amount applicable to
                              the share. The purchase price may not be less than
                              the proportion of the capital stock accounted for
                              by each share purchased (nominal amount for
                              accounting purposes). The nominal amount for
                              accounting purposes applicable to BASF shares is
                              Euro 2.56 (as of February 2001).


                                                                         Page 15

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Dividend                      Shares purchased on the basis of option rights
entitlement                   under this program will be entitled to the
                              dividend payouts decided at the Annual
                              Shareholders' Meetings following the purchase.

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Tax - Germany                 Just granting option rights creating an
                              opportunity to purchase BASF shares at a
                              preferential price does not constitute a pecuniary
                              benefit for income tax purposes in Germany. A
                              taxable pecuniary benefit does not arise until the
                              option is exercised, and it is then equal to the
                              exercise gain minus income-related expenses. This
                              benefit is subject to income tax, which must be
                              retained and passed on by the employer to the tax
                              authorities.

                              The Tax Reduction Law of 2000 introduced the
                              "half-income method" (Halbeinkunfteverfahren).
                              Only half the capital resulting from the sale of
                              shares will be subject to tax from 2002. If shares
                              acquired through the exercise of options are
                              resold within one year, a speculative capital gain
                              equal to half the difference between the market
                              value at the time when the option is exercised and
                              the selling price is subject to income tax. After
                              expiry of the one-year speculation period,
                              purchased shares may be resold tax exempt (as of
                              February 2001).

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Tax - outside                 In the case of program participants who are
Germany                       subject to taxation in countries other than
                              Germany, the fiscal treatment of options granted
                              and of exercise gains depends on the tax laws of
                              these countries. If you have any questions, please
                              consult the relevant program coordinator.

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Transferability               The option rights are personal rights. They may
                              not be sold, used as security for loans, or
                              otherwise transferred. The participant may, on the
                              other hand, freely dispose of the BOP 2001 shares.
                              Their sale within the two-year holding period is
                              in breach of the Undertaking, however, and will
                              result in loss of the option rights granted in
                              respect of them and must therefore be immediately
                              reported to the relevant coordinator.


Page 16

<PAGE>

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Information on the            The decision to exercise option rights is a
Internet and from             personal one. On the Internet at
the depository bank           www.deutsche-bank.de/basf, we provide information
                              on the value of options and exercise periods and
                              closed periods.

                              Participants will be informed of exercise
                              opportunities and processing details in good time
                              before expiry of the two-year waiting period.

                              Participants will be sent securities contract
                              notes direct by the depository bank in respect of
                              all operations associated with BOP (in particular
                              the purchase of shares when options are exercised
                              and the sale of shares) and current account
                              statements in respect of movements on BOP current
                              accounts. At the same time, the depository bank
                              will also inform the relevant BOP coordinators of
                              any transactions involving the options.

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Settlement                    BASF is permitted to settle option rights if, as a
                              result of divestiture, the division or the entire
                              company employing the participant is dissociated
                              from the BASF Group or if the division or the
                              company is brought into a joint venture. The
                              settlement will be determined on the basis of the
                              fair market value of the option rights at the time
                              of the effective occurrence of the change.

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Change of Control             In the event of Change of Control (CoC), a
                              participant will be entitled to return the option
                              rights to BASF. A CoC shall be deemed to have
                              occurred if a BASF shareholder announces a holding
                              of at least 25%. A participant may declare within
                              three months of a CoC that they wish to return the
                              option rights. The participant will receive the
                              fair market value of the option rights, determined
                              by the usual methods, in settlement. For the
                              purposes of determining the value, in the event of
                              a public bid, the market price of the share will
                              be deemed to be the average of the five highest
                              closing prices during the bid period, otherwise
                              the average of the five highest closing prices
                              over the 100 trading days immediately preceding
                              the day of the CoC. The value will be determined
                              by an independent expert, to be appointed by BASF,
                              with experience in the valuation of options.


                                                                         Page 17

<PAGE>

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Termination of                If a participant's employment relationship is
the employment                terminated, the option rights will remain valid
relationship                  until the participant's departure. If it is not
                              possible to exercise them within this period
                              (existence of a waiting period, closed period,
                              failure to reach applicable thresholds), they will
                              be forfeited on his/her departure.

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Retirement                    The option rights that have already been granted
                              will remain valid after retirement.

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Death                         The option rights may be bequeathed and may be
                              exercised by heirs in accordance with the program
                              rules. If they are bequeathed, BASF is permitted
                              to settle the bequeathed option rights. The
                              settlement will be determined in each case on the
                              basis of the fair market value of the option
                              rights at the time of death.

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Risks                         Participants cannot suffer a loss from the option
                              rights. At worst, the option rights will have no
                              value. However, participants will be subject to
                              normal share price risk and possibly currency risk
                              in respect of the BOP shares.

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Limiting conditions           BASF reserves the right

                              o   to decide on an annual basis whether to offer
                                  the BOP and to redefine the group of qualified
                                  persons.

                              o   to pay the exercise gain by cash transfer
                                  instead of in shares, if it decides to do so
                                  for legal, financial or other reasons.

                              o   to dispense with the share ownership
                                  requirement as a basis for the granting of
                                  options in special cases, if share ownership
                                  becomes impossible or impractical for legal
                                  reasons, in particular as a result of currency
                                  or stock market legislation. Special
                                  arrangements shall apply in such cases.

                              o   to adjust the terms and conditions of the BOP
                                  in the event of capital increases or
                                  reductions or restructuring measures in such a
                                  way that appropriate account is taken of the
                                  resulting changes in the value of the option
                                  rights.


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Annual Shareholders'          BOP 2001 will be implemented subject to the
Meeting 2001                  condition that the Annual Shareholders' Meeting of
                              BASF Aktiengesellschaft held in 2001 approves the
                              program by resolving to create conditional capital
                              for the issue of the shares to be granted to the
                              participants if the performance targets are met.

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Steps leading to              o   Participants will be informed of the amount of
participation in 2001             their variable compensation by mid-April 2001.

                              o   In May 2001, each participant will be informed
                                  of the number of shares they may designate as
                                  personal investment under the program on the
                                  basis of between 10% and 30% of their gross
                                  variable compensation and of the basic price
                                  applicable to BOP 2001.

                             o    Those wishing to participate must use the
                                  Undertaking form to confirm to their
                                  coordinators by June 30, 2001, at the latest,
                                  of the number of shares held by them at that
                                  date as personal investment under BOP 2001 and
                                  that they intend to hold such shares for at
                                  least two years following the start of the
                                  program, i.e. up to April 27, 2003. By signing
                                  the Undertaking, prospective participants
                                  accept the program and option conditions as
                                  binding and declare themselves willing to
                                  provide their BOP coordinator, on request,
                                  with appropriate proof of ownership of the
                                  number of shares specified in the Undertaking
                                  and to promptly report any premature sales to
                                  their coordinator.

                              o   Participants are themselves responsible for
                                  fulfilling the personal investment obligation
                                  that has been accepted and for purchasing the
                                  necessary number of shares.

                              o   First-time participants in BOP must open a
                                  separate BOP custody account and an associated
                                  BOP current account with the depository bank.
                                  Such participants must therefore complete the
                                  "Current and Custody Account Opening" form and
                                  return it to their coordinator together with
                                  the Undertaking.

                              o   In the second half of 2001, the depository
                                  bank will inform each new participant of the
                                  opening of a custody and current account and
                                  all participants of the entry of their option
                                  rights.

                              Please note:

                              Each coordinator is obliged to request proof, on a
                              random basis, of ownership of the shares specified
                              by the participant in the Undertaking.


                                                                         Page 19
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Translation                   This document is an English-language translation
                              of the principal provisions of the BOP 2001. In
                              the event of any discrepancy, the German-language
                              document setting forth the actual terms and
                              conditions of the BOP 2001 will be binding. The
                              German version is available from the BOP
                              coordinator on request.

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Terms of the                  The BOP custody account and BOP current account
depository bank               will be set up and administered at no cost to
                              participants during the program period. Balances
                              on accounts will earn credit interest at a rate
                              which currently (as of February 2001) stands at
                              1.50% p.a. Accounts will be maintained in euros.

                              The following charges will be incurred for the
                              sale (via Xetra) of BASF shares held with the
                              depository bank:

                              o commission rate of 0.3% of the market price
                              o brokerage of 0.04% of the market price
                              o outside charges (Deutsche Borse AG/Deutsche
                                Borse Clearing AG) that will be charged to the
                                depository bank (currently Euro 2.20 per order;
                                as of February 2001).

                              Where dividend credits are reinvested in BASF
                              shares, a commission of 0.2% and brokerage of
                              0.04% of the purchase price as well as the outside
                              charges specified above will be charged. If a
                              participant acquires BOP 2001 shares via the
                              depository bank, a charge of 0.5% of the
                              acquisition price will be incurred.

                              If participants do not immediately have sufficient
                              funds available in their current accounts when
                              they exercise their option rights, the depository
                              bank will allow them to briefly overdraw the
                              account. The overdraft interest rate is tied to
                              the EONIA (EURO Overnight Index Average) plus 3%,
                              currently totaling 8% p.a. (as of February 2001).
                              The depository bank reserves the right to
                              renegotiate the reference interest rate and the
                              extra charge if the market interest rates change.
                              The current conditions can be obtained from the
                              depository bank. Foreign currency credits will be
                              converted to euros at the close quotation.

                              Foreign currency credits will be converted to
                              euros at the close quotation. All the special
                              terms specified here apply solely to the BOP.
                              Other securities cannot be entered in BOP custody
                              accounts with the same customer numbers. Transfers
                              of shares to different custody accounts and money
                              transfers will be subject to current rates for
                              customers, which can be requested from the
                              depository bank at any time.


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Authority to operate          Participants' respective BOP coordinators will be
a current/custody             able to provide them with forms for granting
account                       authority to operate their current and custody
                              accounts, which they can use to authorize other
                              people to represent them in their dealings with
                              the depository bank, either generally or
                              specifically in the event of their death.

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Applications for              Resident taxpayers in Germany can use an
capital gains                 "Exemption application" to apply for the
exemption from 2002           non-retention of withholding tax on domestic
- Germany only -              dividends equal to 20% of the gross dividend (as
                              of February 2001) up to the limit determined by
                              them. It will cease to be possible to pay out a
                              corporate tax credit from 2002. The tax credit
                              system will be replaced by the "half income
                              method" (Halbeinkunfteverfahren). Shareholders
                              will then have to pay income tax on half the
                              dividend payments made by a corporation. On the
                              other hand, there will be no offsetting of
                              corporate tax already paid by the company. When
                              the amount of an exemption application is
                              determined, account must be taken, in particular,
                              of the number of any BASF shares in the
                              participant's custody account with the depository
                              bank and the expected gross dividend. If exemption
                              applications are submitted to more than one bank
                              or branch of Deutsche Bank AG, the total amount
                              exempted must not exceed the participant's
                              personal allowance (as of February 2001, no more
                              than DM 3,100, or DM 6,200, in the case of jointly
                              assessed spouses).

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Contacts                      If you have any questions concerning program
                              details, the BOP coordinator at BASF will be able
                              to provide assistance.

                              With regard to questions specifically concerning
                              banking details, competent assistance will be
                              available to you at Deutsche Bank AG, Private
                              Banking, 67059 Ludwigshafen, Germany at

                              Tel.   :  +621/5991-394
                              Fax    :  +621/5991-346
                              e-mail:   bop-team.ludwigshafen@db.com

                              These contacts will also advise the participants
                              about the possibility of acquiring more BOP shares
                              through the depository bank and terms and
                              conditions applicable to such an acquisition.



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