AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT NO. 1 dated as of June , 2010 (the "Amendment") to the Amended and
Restated Deposit Agreement dated as of December 5, 2005 (as amended from time to time, the "Deposit
Agreement") among Deutsche Telekom AG, a corporation incorporated in the Federal Republic of Germany
and organized under the laws of the Federal Republic of Germany, and its successors (the "Company"), Deutsche
Bank Trust Company Americas, as depositary (the "Depositary"), and all Holders and Beneficial Owners from
time to time of American Depositary Receipts ("ADRs") issued thereunder.
W I T N E S S E T H :
WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes
set forth therein; and
WHEREAS, the Company has filed a Form 25 with the U.S. Securities and Exchange
Commission (the "Commission") in order to seek to terminate the listing of its American Depositary Shares
(“ADSs”) evidenced by ADRs on the New York Stock Exchange and has filed a Form 15F with the
Commission in order to terminate the registration of its securities under the United States Securities and Exchange
Act of 1934, as amended (“Securities Exchange Act”), and its obligation to file with or submit to the Commission
reports under Sections 13(a) and 15(d) of the Securities Exchange Act.
WHEREAS, pursuant to paragraph (16) of the Form of ADR set forth in Exhibit A of the
Deposit Agreement, the Company and the Depositary desire to amend certain terms of the Deposit Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit
Agreement as follows:
SECTION 1.01. Definitions . Unless otherwise defined in this Amendment, all capitalized terms
used, but not otherwise defined, herein shall have the meaning given to such terms in the Deposit Agreement.