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Exhibit 4.3  


 
 

Terms & Conditions of the MTIP 2004 of Deutsche Telekom AG and participating companies    
    


Sec. 1 Subject matter and duration of the plan  


	(1)
	The
2004 Mid-Term-Incentive Plan of the Deutsche Telekom Group (MTIP 2004) constitutes a global, Group-wide compensation tool for Deutsche Telekom
AG (DTAG) and other participating companies that promotes the medium and long-term value enhancement of the Group, thus aligning the interests of management and shareholders.



	(2)
	Participating
companies are all companies, in which DTAG held a direct or indirect majority on January 1, 2004—with the exception of T-Online
International AG, MATÁV Magyar Távközlesi Rt. and any affiliates of these subgroups—to the extent that these companies have not opted against a
participation in the MTIP 2004. The prerequisite for a participation in the MTIP 2004 is that the managing board or the management of the company concerned are convinced that the introduction of the
MTIP 2004 is in the respective company's interest. Any companies that joined the Deutsche Telekom Group after January 1, 2004, shall not participate in the MTIP 2004. Plan participants are
those authorized persons who have an active employment or service relationship with DTAG or a participating company and are appointed to participate in the MTIP 2004 by DTAG.



	(3)
	Under
the MTIP 2004, every plan participant shall receive from DTAG or a participating company a special letter (reward certificate) awarding a specific amount of money to be paid at
the end of the plan, subject to the achievement of two share-based performance targets. The reward certificate shall exclusively be issued by the company with which the plan participant maintains an
employment or service relationship even if the respective person holds several positions within the Deutsche Telekom Group. The reward certificate shall state the precise amount to be awarded. The
amount awarded shall, without exception, comply with the amount specified in the reward certificate, even if the respective plan participant holds several positions within the Deutsche Telekom Group.
Subject to the special provision of sec. 3 (2) below, claims may exclusively be asserted against the company which issued the reward certificate pursuant to sentence 2 above.



	(4)
	The
duration of the MTIP 2004 shall cover the period from January 1, 2004 (start of plan) to December 31, 2006 (end of plan).



	(5)
	An
annual renewal of the MTIP is planned for a period of five years. The relevant competent body of DTAG shall decide each year on the renewal and the exact terms of the MTIP, in
particular the binding definition of performance targets. 



Sec. 2 Performance targets  


	(1)
	The
payment of the reward sum is subject to the achievement of two mutually independent, equally weighted, share-based performance targets, which may not be changed, adapted, etc. for
the entire duration of the MTIP 2004.



	(2)
	The
absolute performance target "Price advance of the T-Share" (absolute performance target) is achieved if the share price of the T-Share at the end of the
plan has increased by at least 30% compared with the price of the T-Share at the start of the plan. The benchmark for comparison shall be the non-weighted averages of the
closing prices of the T-Share in Xetra trade (or a subsequent system replacing the Xetra system) of Deutsche Börse AG, Frankfurt am Main, during the last 20 trading days
before the start and the end of the plan, respectively.



	(3)
	The
relative performance target "Outperformance of the Dow Jones EURO STOXX Total Return Index" (relative performance target) is achieved if the total return of the
T-Share shows a better percentage development over the duration of the plan than the Dow Jones EURO STOXX Total 








Return
Index over the same period. The benchmarks for measuring the development shall be the following: 


	—
	the
non-weighted averages of the T-Share (based on the closing prices of the T-Share in the Xetra trade (or a subsequent system replacing
the Xetra system) of Deutsche Börse AG, Frankfurt am Main), plus the value of reinvestments in the T-Share in the form of dividend payments, bonus shares (i.e. loyalty
shares, shares issued under capital increases from retained earnings, etc.) as well as 
	—
	the
non-weighted averages of the Dow Jones EURO STOXX Total Return Index 




over
the last 20 trading days before the start and the end of the plan. 



	(4)
	Upon
expiry of the term of the plan, the General Committee of the Supervisory Board shall determine for the Board of Management whether the absolute and relative performance targets
have been achieved. On the basis of the findings of the General Committee of the Supervisory Board, the Board of Management shall define and announce the level of target achievement for DTAG and all
participating companies collectively. 



Sec. 3 Payment  


	(1)
	Subject
to the provision of paragraph 4, the plan participant shall be paid the reward sum in full if both performance targets are achieved, and one half of the sum shall be
paid if only one performance target is achieved. If neither of the performance targets are achieved, no payment shall be made.



	(2)
	The
payment shall be made by the company which, at the end of the plan or, in the event that the plan participant has ceased to participate before the end of the plan pursuant to sec.
4 (2) or (3) below, makes the regular salary or compensation payments to the plan participant or was the last to make such payments, in the currency specified in the relevant employment
or service contract, unless stipulated otherwise in the individual MTIP 2004 participation commitment. In the event that a currency conversion is necessary, the exchange rate in effect at the start of
the plan shall apply.



	(3)
	The
payment shall be made after the Board of Management of Deutsche Telekom has established the level of target achievement, which is due by the end of the first quarter after the end
of the plan at the latest.



	(4)
	Any
taxes and other levies relating to the payment of the awarded amount shall become due in accordance with the applicable tax laws of the country in which the plan participant is
subject to taxation on the payment date. When effecting the payment, the respective plan participant's em-ployer shall, to the extent required, withhold and transfer to the competent
authorities all applicable income taxes and/or social security contributions in accordance with the respective country's applicable tax law and social security legislation. Any possible obligation
incumbent on the plan participant to make declarations, notifications or payments in accordance with the respective ap-plicable tax law and social security legislation shall remain
unaffected. This also applies in par-ticular in the event that the plan participant during the course of the plan becomes subject to taxa-tion in another country as a result of
relocation, expatriate assignments, etc.



	(5)
	Payments
under the MTIP 2004 shall not affect the assessment basis of the company pension plan. In case of a differing individual agreement, such agreement shall remain unaffected. 




Sec. 4 Expiry of rights  


	(1)
	The
rights under the MTIP 2004 shall expire without replacement or compensation save as set out in the special provision of paragraph 2 if the plan participant's employment or
service relationship with DTAG or a participating company ends during the term of the plan.



	(2)
	Deviating
from paragraph 1, if the employment or service relationship is terminated due to events as stated below, the plan participant shall retain a pro-rated
entitlement for a percentage of the 








reward
sum, corresponding to the period of his participation measured against the total duration of the plan. The period of participation shall be measured in complete months, with partial months
equalling a complete month. 




Such
qualifying events are: 


	—
	Termination
of the employment relationship due to death, old-age retirement/pension, disability (or occupational disability within the meaning of
section 240 (2) German Code of Social Law Book #6 (Sozialgesetzbuch VI, "SGB VI") 
	—
	Termination
of the employment relationship due to redundancy 
	—
	Expiry
of a temporary employment or service relationship during the course of the plan and no offer or no equivalent offer respectively is made to the plan participant to
conclude a new temporary employment or service contract.






	(3)
	If
the plan participant permanently or temporarily ceases to belong to the specified group of plan participants or if the employing company ceases to belong to the participating
companies during the plan without termination of the employment or service relationship, participation in the MTIP 2004 ends (or is discontinued for the respective period of time) automatically. In
such case, the former participant shall retain a pro-rated entitlement according to the regulation in paragraph 2 above.



	(4)
	The
pro-rata payment shall be made after the end of the plan, in accordance with sec. 3 above. 



The
plan participants concerned are obliged to inform the department responsible for administrative tasks of any changes of address. 




Sec. 5 Limitations of liability  


DTAG
and the participating companies, as well as their legal representatives, employees and agents shall not be liable for slight negligence, consequential damage, interest on arrears or lost profit. 


Sec. 6 Optional performance  


	(1)
	The
introduction of, and participation in, the MTIP 2004 or any subsequent plans constitute a voluntary benefit granted by DTAG and the participating companies. The introduction of
any subsequent plans and/or changes with regard to the terms of such subsequent plans are at DTAG's discretion. Neither participation in the MTIP 2004 nor any participation in any subsequent plans
shall give rise to claims on the part of the plan participant to participate in any subsequent plans.



	(2)
	The
MTIP 2004 is not and shall at no time become a constituent part of the plan participant's employment or service contract with his employer. 



Sec. 7 Obligation to secrecy  


        The plan participant is obliged to maintain secrecy regarding the content of the MTIP 2004 and the content of the reward certificate
vis-à-vis third parties. 


Sec. 8 Applicable law, place of performance and place of jurisdiction  


	(1)
	Any
claims asserted against DTAG in connection with the MTIP 2004 shall be subject to the laws of the Federal Republic of Germany. The place of jurisdiction for asserting such claims
shall be Bonn.



	(2)
	Any
claims arising from the MTIP 2004 between the company from which the plan participant is expecting or is to receive the payment pursuant to sec. 3 (2) sentence 1 above and
the plan participant shall be subject to the law governing the plan participant's employment or service contract. 








Sec. 9 Miscellaneous  


	(1)
	Should
any of the provisions of these conditions for participation be or become ineffective or unenforceable, the effectiveness of the remaining conditions shall not be affected
thereby. Instead of the provision that is ineffective or unenforceable, a provision shall be agreed by way of an additional interpretation of the contract, taking into consideration the interests of
the plan participants (as a group), coming as close as legally possible to the purpose of the ineffective or unenforceable provision. This shall also apply with regard to a definition of performance
or time (deadlines, dates).



	(2)
	Headings
are for reference purposes only and shall not be used for interpretation.



	(3)
	Any
amendments and supplements to this Agreement shall be in writing. The same shall apply to any amendments to this requirement of written form. 



This
translation is for courtesy purposes only. The German version shall prevail. 











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Terms & Conditions of the MTIP 2004 of Deutsche Telekom AG and participating companies