0001193805-15-002144 Sample Contracts

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • December 28th, 2015 • Deutsche Bank Trust Co Americas/ ADR Group • Radiotelephone communications • New York

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of , 2015, by and among (i) Deutsche Telekom AG, a company incorporated under the laws of the Federal Republic of Germany, and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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