Deutsche Telekom



                               Deutsche Telekom AG







                             Stock Option Plan 2001



                           Option Terms and Conditions
               for management personnel and specialists (Deutsche
                Telekom AG and group companies) including members
                of the Board of Management and managing directors
                               of Group companies
                                  Tranche 2002



                                  page 1 of 24




Contents

         Foreword

ss.1     Content of the Option Rights; Company Options; Form/Structuring of the
         T-Shares

ss.2     Exercise Price

ss.3     Cash Settlement

ss.4     Term, Qualifying Period, Restrictions on Exercise, Lapse of Options
         upon Expiry of the Term without compensation

ss.5     Personal Exercise Requirements; Departure of Companies, Operations and
         Sub-Operations from Deutsche Telekom Group; Forfeiture of Option Rights
         in the Event of Distraint and Insolvency

ss.6     Exercise of Option Rights; Receiving Office and Option Agent; Delivery
         of Shares

ss.7     Non-transfer or Negotiability of Option Rights

ss.8     Adjustments in Relation to Capital Measures/Prevention of Stock
         Watering

ss.9     Taxes, Levies and other Charges

ss.10    Restrictions on Liability

ss.11    Price Risks, Tax Risks

ss.12    Official Announcements

ss.13    Certification

ss.14    Voluntary Performance

ss.15    Costs

ss.16    Applicable Law, Place of Performance, Jurisdiction and Venue

ss.17    Miscellaneous



                                  page 2 of 24



On May 29, 2001, the regular Shareholders' Meeting of Deutsche Telekom AG, Bonn,
(hereinafter referred to as the "Company") adopted a resolution authorising the
raising of contingent capital for the issue of option rights to members of
Deutsche Telekom AG's Board of Management, to management personnel at levels
below the Board of Management of Deutsche Telekom AG, and other management
personnel, Deutsche Telekom AG executives and specialists, members of the
company management and other management staff, executives and specialists of
Group companies inside and outside Germany ("plan participants"). Based on this
resolution, plan participants will be granted option rights for new, registered
T-Shares ("T-Shares") in the Company in a second tranche ("Tranche 2002"). These
conditions apply to the option rights of the tranche 2002.


Where some other regulations in connection with these option conditions apply
for legal reasons to plan participants abroad, these will be incorporated into
the allotment certificate issued to each plan participant on issue of option
rights.





                                  page 3 of 24



                                      ss. 1
                 Content of the Option Rights; Company Options;
                        Form/Structuring of the T-Shares

1.       Each individual option right entitles the plan participant to acquire
         one T-Share at the exercise price in accordance with these option terms
         and conditions, provided the Company does not exercise its option
         rights in accordance with paragraph (2).

2.       The Company is entitled to stipulate, at its own discretion, that
         instead of issuing one T-Share for each option right exercised at the
         exercise price, a cash settlement should be applied or that an old
         T-Share should be delivered in place of a new T-Share, in accordance
         with ss.3.

3.       A stipulation in accordance with paragraph (2) may be effected and
         withdrawn again or modified at any time, even during the exercise
         window (ss.4 (3)). Stipulations regarding the exercise of the Company
         option may be effected or withdrawn for all option rights, for a
         specific part, or a specific number. Stipulations regarding the
         exercise of the Company option and its withdrawal shall be officially
         announced to the plan participants in accordance with ss.12
         hereinbelow.

         In all cases, these stipulations shall be in force for exercises of
         option which are submitted two weeks after notification, or later. The
         official announcement shall include an item stating when the
         stipulation is to take effect.

4.       With regard to entitlements to dividend payments and all other
         shareholder rights, T-Shares issued by the Company after the exercise
         of option rights are identical to the registered shares of Deutsche
         Telekom AG listed under securities identification number 555 750.




                                  page 4 of 24




                                      ss. 2
                                 Exercise Price

1.       The exercise price ("Exercise Price") for each T-Share is one hundred
         and twenty per cent (120%) of the non-weighted average of the closing
         prices of the T-Share in the XETRA trading system of Deutsche Borse AG,
         Frankfurt am Main, over the last thirty (30) consecutive days of
         trading prior to the date of issue of the option rights. If the average
         price thus calculated is below the closing price of the T-Share in the
         XETRA trading system of Deutsche Borse AG on the date of issue of the
         option rights, then the exercise price shall be one hundred and twenty
         percent (120%) of this closing price.

2.       The date for the issue of option rights is 15.07.2002.

3.       Plan participants will be informed of the exercise price subsequent to
         issue of the option rights.

                                      ss. 3
                                 Cash Settlement

1.       If the Company has stipulated in accordance with ss.1 (2 and 3), that a
         cash settlement shall be applied by the Company instead of issuing
         T-Shares, the amount of the cash payment for each option right
         exercised shall correspond to the difference between the closing price
         of the T-Share in the XETRA trading system (or any subsequent system
         which has come to replace the XETRA system) of Deutsche Borse AG,
         Frankfurt am Main, on the date of exercise of the relevant option
         rights and the exercise price. The plan participant is no longer
         obliged to pay the exercise price in this case.

2.       The cash payment shall be payable without delay, however no later than
         six weeks after exercise of the option rights, which are to be settled
         by means of cash settlement. It shall be credited to the plan
         participant in a salary account after deduction of taxes and other
         levies (in accordance with ss. 9).


                                  page 5 of 24


                                      ss. 4
       Term, Qualifying Period, Restrictions on Exercise, Lapse of Options
                  upon Expiry of the Term Without Compensation

1.       Unless some other arrangement expressly applies on the basis of these
         options stipulations, option rights may be exercised only upon expiry
         of the qualifying period, at latest by the end of the term, but not
         during the immobilisation period in which exercise is blocked.

2.       The qualifying period begins on 15.07.2002 and ends

(a)      at midnight on 14.07.2004 for fifty percent (50 %) of the Tranche 2002
         option rights and

(b)      at midnight on 14.07.2005 for the remaining fifty percent (50 %) of the
         Tranche 2002 option rights.

3.       In accordance withss.6 (2), the term of the option rights terminates
         upon expiry of the window for receipt of the exercise notice ending on
         14.07.2012, 6 p.m. (Frankfurt am Main). The period between the end of
         the relevant qualifying period as perss.2 and the end of the term is
         referred to as the "exercise window" below.

4.       Option rights may only be exercised within the exercise window, but not
         during the immobilisation periods. The following periods are considered
         immobilisation periods:

         a)       The period between the tenth day before the day on which the
                  Board of Management announces its proposal for appropriation
                  of net income available for distribution and the day dividend
                  payment falls due (ex day) after the regular Shareholders'
                  Meeting (inclusive), unless otherwise specified by the
                  Company;

         b)       The period between the day on which the Company publishes an
                  offer to its shareholders for the acquisition of new T-Shares
                  or bonds with warrants or option rights in an authorised
                  journal for mandatory stock market


                                  page 6 of 24


                  announcements or in the Federal Gazette and the day on which
                  the eligible T-Shares of the Company are first officially
                  listed on the Frankfurter stock exchange "ex rights"
                  (including these days in each case);

         c)       The period during the preparation and execution of capital
                  measures or of other comparable measures, which is to be
                  announced by the Company in accordance with ss.12 in each
                  individual instance.

         The Company may suspend the restrictions of this (4) for those periods
         of time for which the Company has determined a cash settlement in
         accordance with ss.1 (2), and ss.3.

5.       The Company will notify plan participants in accordance withss. 12 of
         the periods during which exercise of the options is not permitted.

6.       All options not exercised by the end of the term shall lapse with no
         right of indemnification or compensation upon expiry of the term in
         accordance with paragraph (3), irrespective of whether they were ever
         exercisable within the provisions of these option terms and conditions.
         A lapse before expiry of the term due to other provisions in these
         option terms and conditions remains unaffected.


                                      ss. 5
       Personal Exercise Requirements; Departure of Companies; Operations
        and Sub-Operations from the Deutsche Telekom Group; Forfeiture of
             Option Rights in the Event of Distraint and Insolvency

1.       If a plan participant's contract of employment with Deutsche Telekom AG
         or a subordinate affiliated company ends, or if a company, an operation
         or a sub-operation departs from the Deutsche Telekom Group, the
         following provisions shall apply with regard to the options, except for
         the special conditions set forth in the subsequent stipulations:




                                  page 7 of 24


         Option rights which have become exercisable in accordance with the
         provisions of these option terms and conditions by the time of
         departure, i.e. for which the qualifying period has expired, must be
         exercised within one month of the time of departure (the time of
         departure is also referred to below as the "end of employment"),
         otherwise they are forfeited on expiry of the above-mentioned period,
         without indemnification or compensation. Option rights that did not
         become exercisable up to the time of departure, i.e. for which the
         qualifying period has not expired or for which immobilisation periods
         apply, are forfeited without indemnification or compensation. A move
         from one company in the Deutsche Telekom Group, whose management
         personnel and specialists have received Tranche 2002 option rights, to
         another company in the Deutsche Telekom Group, whose management
         personnel and specialists have received Tranche 2002 options, leaves
         the options held unchanged. The same applies in the case of a change of
         employer by force of law (ss. 613a BGB [Federal law Gazette] or
         corresponding statutory regulations), to the extent that the new
         employer satisfies the above-mentioned requirements. Furthermore, the
         same is true for a move at the initiative of, or in agreement with, the
         present employer to a company in the Deutsche Telekom Group whose
         management personnel have not received Tranche 2002 options, unless
         otherwise specified at the time of the move.

2.       Divergent from the basic provision set forth in paragraph (1), the
         following special provisions shall be applicable for the events listed
         below:




                                  page 8 of 24



2.1.     Departure of a plan participant

------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
Termination by the employee            Options not yet exercisable lapse    Where exercisable, up to the end of
                                       on the last day of employment,       a period of one month after the last
                                       however by the end of the term at    day of employment, however no later
                                       the latest;                          than the end of the term
                                       Exercisable options lapse one month
                                       after the last day of employment
------------------------------------------------------------------------------------------------------------------
Termination by the employer            Exercisable options and options not  Where exercisable, within 36 months
(compulsory lay-off)                   yet exercisable lapse 36 months      after the last day of employment,
                                       after the last day of employment,    however no later than the end of the
                                       however by the end of the term at    term; where relevant, other
                                       the latest                           arrangements may be agreed between
                                                                            employers and employees within the
                                                                            context of redundancy schemes.
------------------------------------------------------------------------------------------------------------------
Termination by the employer (for       Exercisable options and options not  Where exercisable, within 60 months
person-related reasons resulting from  yet exercisable lapse 60 months      after the last day of employment,
illness)                               after the last day of employment,    however no later than by the end of
                                       however by the end of the term at    the term.
                                       the latest.
------------------------------------------------------------------------------------------------------------------
Termination by the employer (for       Exercisable options and options not  Not applicable
conduct-and person-related reasons     yet exercisable lapse on receipt of
due to unsatisfactory performance)     notice of termination

------------------------------------------------------------------------------------------------------------------
Retirement                             Exercisable options and options not  Where exercisable, within 60 months
                                       yet exercisable lapse 60 months      of retirement, however no later than
                                       after retirement, however by the     the end of the term.
                                       end of the term at the latest
------------------------------------------------------------------------------------------------------------------
Full reduction of earning capacity /   Exercisable options and option not   Where exercisable, within 60 months
disablement                            yet exercisable lapse 60 months      after commencement of full reduction
                                       after commencement of full           of earning capacity / disablement,
                                       reduction of earning capacity /      however no later than the end of the
                                       disablement however by the end of    term.
                                       the term at the latest
------------------------------------------------------------------------------------------------------------------



                                  page 9 of 24


------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
Change of status                       Exercisable options and options not  Where exercisable, within 60 months
(into a function group assessed below  yet exercisable lapse within 60      after the change of status, however
F1/AT4)                                months after the change of status,   no later than the end of the term.
                                       however by the end of the term at
                                       the latest
------------------------------------------------------------------------------------------------------------------
Death                                  Exercisable options and options not  Where exercisable, within 60 months
                                       yet exercisable lapse 60 months      of death, however no later than the
                                       after the death of the plan          end of the term, by a person named
                                       participant, however by the end of   to the Company by the plan
                                       the term at the latest               participant, otherwise they lapse.
                                                                            If such a person has not been named,
                                                                            the heir(s) named in the certificate
                                                                            of inheritance are entitled to the
                                                                            right. The right must be exercised
                                                                            jointly where there is more than one.
------------------------------------------------------------------------------------------------------------------

2.2.     Departure of a subsidiary from the group of entitled companies

------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
Departure of a company from the group  Exercisable options and options not  Where exercisable, within 60 months
of entitled companies                  yet exercisable, lapse 60 months     after the departure of the company
                                       after the departure of the company   from the group of entitled
                                       from the group of entitled           companies, however no later than the
                                       companies, however by the end of     end of the term.
                                       the term at the latest
------------------------------------------------------------------------------------------------------------------

Those companies are entitled whose management personnel and specialists have
received Tranche 2002 option rights. A departure from the group of entitled
companies is deemed to occur when and as soon as Deutsche Telekom AG loses its
direct or indirect majority holding in the entitled company.


                                 page 10 of 24


2.3      Insolvency of a company in the Deutsche Telekom Group

------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
Insolvency of a company                Options not yet exercisable are      Where exercisable, up to the end of
                                       forfeit on the day on which          a period of one month after the day
                                       insolvency proceedings are           on which insolvency proceedings are
                                       initiated, however by the end of     initiated, however no later than the
                                       the term at the latest;              end of the term.
                                       Exercisable options lapse one month
                                       after the day on which insolvency
                                       proceedings are initiated.
------------------------------------------------------------------------------------------------------------------


2.4      Departure of an Operation or Sub-Operation from the Deutsche Telekom
         Group

         The regulations contained in 2.2 apply accordingly, if and as soon as
         employment with the force of law is transferred to a new owner of the
         business as a result of the departure of the operation or
         sub-operation, where the new owner of the business does not belong to
         the group of companies covered by the terms of 2.2. The above
         stipulation applies accordingly where the employment contract is not
         transferred over to a new owner of the business because the plan
         participant invokes some statutory right of objection to transfer of
         the employment contract, and there are no material grounds in existence
         for such an objection - except for avoidance of the applicability of
         these conditions.



                                 page 11 of 24





2.5.     The following special conditions are applicable for members of company
         management (board members/managing directors) of subsidiaries - in
         addition to the above conditions. Where one of the events set out below
         coincides with one of the events set out in 2.1, the following
         regulations shall be applicable:

------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
The respective supervisory body does   Exercisable and options not yet      Where exercisable, within 60 months
not sign a further contract of         exercisable, lapse 60 months after   after termination of the contract of
employment with the plan participant   the contract of employment ends,     employment, however no later than
                                       however by the end of the term at    end of the term
                                       the latest

------------------------------------------------------------------------------------------------------------------
The respective supervisory body        Exercisable options and options not  Where exercisable, within 60 months
offers the plan participant a new      yet excisable lapse 60 months after  after termination of the contract of
contract of employment under poorer    termination of the contract of       employment, however no later than
conditions; however the plan           employment, however by the end of    end of the term
participant does not accept. In the    the term at the latest
assessment of the conditions, no
account is taken of share options
arising out of this share-option plan
or out of any earlier or subsequent
share-option plan in which the plan
participant takes part.
------------------------------------------------------------------------------------------------------------------



                                 page 12 of 24



------------------------------------------------------------------------------------------------------------------
                EVENT                                 CLAIM                            OPTION EXERCISE
------------------------------------------------------------------------------------------------------------------
The respective supervisory body        Options not yet exercisable lapse    Where exercisable, by the expiry of
offers the plan participant a new      on the date of termination of the    a period of one month from the date
contract of employment under the same  contract of employment, however at   of termination of the contract of
or better conditions; however the      the end of the term at the latest;   employment, however no later than
plan participant does not accept. In   Exercisable options lapse one month  end of the term
the assessment of the conditions, no   after the date of termination of
account is taken of share options      the contract of employment
arising out of this share-option plan
or out of any earlier or subsequent
share-option plan in which the plan
participant takes part.
------------------------------------------------------------------------------------------------------------------
Extraordinary termination by the plan  Options not yet exercisable lapse    Where exercisable, by the expiry of
participant or the Company.            on the last day of employment,       a period of one month from the date
In the event of departure on the       however by the end of the term at    of termination of the contract of
basis of this event, the legal         the latest;                          employment, however no later than
consequences specifically applicable   Exercisable options lapse one month  end of the term
for this event shall be in force,      after the last day of employment
even where some other event occurs at
the same time.
------------------------------------------------------------------------------------------------------------------
Departure of a plan participant after  Exercisable options and options not  Where exercisable, within 60 months
10 years of activity on the            yet exercisable lapse 60 months      after the departure of the plan
management board and/or as a managing  after the departure of the plan      participant, however no later than
director, or on reaching the age of    participant, however by the end of   end of the term
60.                                    the term at the latest
------------------------------------------------------------------------------------------------------------------

3.       Non-exercisable option rights are forfeited without indemnification or
         compensation where

         a)       distraint is invoked by a creditor of the plan participant in
                  respect of such option rights or rights arising out of such
                  option rights, and any such distraint measure is not lifted
                  within a period of three months;



                                 page 13 of 24


         b)       insolvency proceedings have been initiated in respect of the
                  plan participant's assets, or such initiation has been refused
                  due to the lack of any estate.

4.       The Company and the respective employer of the plan participant are
         entitled to inform the receiving office and the option agent (see ss.
         6) in each instance (without quoting the reason) whether and as of when
         option rights may no longer be exercised by a plan participant.

5.       The Company reserves the right, within the context of the resolution of
         the Shareholders' Meeting in an individual case, or generally, to
         specify modifications to the above stipulations of this ss. 5 in favour
         of individual plan participants or plan participants in general. Such
         modifications come into effect on receipt of a corresponding
         declaration by the relevant plan participant or by means of
         notification in accordance with ss. 12 or subsequent to receipt or
         notification at the point in time specified in the declaration or
         notification. Modifications applied under the terms of this ss. 5 may
         be revoked in the form specified herein at any time, without
         indemnification or compensation.

                                      ss. 6
     Exercise of Option Rights; Receiving Office and Option Agent; Delivery
                                    of Shares

1.       Exercise of option rights

         The option rights shall be exercised by submission of an irrevocable
         exercise notice to the AOP central office of the Company (ZAOP,
         hereinafter the "receiving office"). This office shall pass the
         exercise notice on to the Dresdner Bank AG, Frankfurt am Main or to a
         branch specified by the Dresdner Bank AG, Frankfurt am Main (the
         "option agent"). The Company shall make forms available to the plan
         participant for the exercise of option rights (the "exercise notice")
         in good time. By submitting the exercise notice, the plan participant
         irrevocably requests and authorises the option agent, in its own name,
         but for account of the plan participant, to submit to the Company the
         declarations required under German law to exercise the option rights.
         The exercise notice is not submitted


                                 page 14 of 24


         effectively unless it is received, completely filled out and signed, by
         the agent stated in the exercise notice at the latest within the window
         for receipt of the exercise notice stated in paragraph (2) without any
         unstipulated deletions or additions.

         The exercise notice must be submitted in the form indicated by the
         Company when it hands over the form for the exercise notice. Any other
         form of submission of the exercise notice shall result in the
         declaration being rendered null and void, unless specifically permitted
         by the notification provided in accordance with ss. 12.

2.       Window for receipt of the exercise notice

         Exercise notices are only effective, if they are submitted, between
         6.00 a.m. and 6.00 p.m. Central European Time (CET), on a working day
         (excluding Saturday) which is not a statutory holiday in federal states
         of North Rhine-Westphalia or Rhineland Palatinate, to the receiving
         office for passing on to the option agent. Exercise notices received by
         the option agent outside the window for receipt of the exercise notice
         are invalid. In this case, a new exercise notice must be submitted for
         the option exercise to be effective. Restrictions on the exercise of
         option rights due to the above provisions shall be announced officially
         in accordance with ss.12.

3.       Payment of the exercise price, taxes and levies

         The exercise price to be paid by a plan participant when an option is
         exercised shall be charged to the account set up with Dresdner Bank AG
         (Frankfurt am Main or Bonn Branch). The plan participant shall be
         responsible for ensuring there is adequate cover on the account. This
         shall not apply where the Company has declared that a cash settlement
         will be made, in accordance with ss.3, upon exercise of option rights.
         The exercise notice may make provision for the payment of taxes and
         levies (ss. 9), for a payment on account which may be debited to the
         above-mentioned account, or a direct debit authority in favour of DTAG
         or the relevant employer. Details are defined in the exercise notice.
         The direct debit authority is to be completed and signed by the plan
         participant. The exercise notice is invalid as a whole in the absence
         of a duly completed direct debit authority or cover on the account (and
         for the payment on account, where relevant).


                                 page 15 of 24


4.       Irrevocability of exercise

         The exercise of option rights is irrevocable and may not be made
         subject to any conditions whatsoever. On submission of the exercise
         notice, at the latest, the plan participant acknowledges these option
         conditions along with the notifications which have been provided in
         accordance with ss.12 up to the time of exercise, as being binding on
         him.

5.       Change of option agent

         The Company is entitled, at any time and on repeated occasions, to
         replace the option agent with a different credit institute. This
         replacement requires notification in accordance with ss.12 and comes
         into effect at the point in time indicated on the notification.

6.       Delivery of shares

         The plan participant acknowledges and declares himself to be in
         agreement that the shares can be booked into his securities account no
         earlier than two banking days from prompt receipt of the exercise
         notice on the premises of the receiving office. Banking days in
         accordance with this regulation are days on which commercial banks in
         both the federal states of North Rhine-Westphalia and Hesse are open
         for regular business.

7.       Number of shares to be bought for each exercise notice; forfeiture of
         residual holding

         Only one exercise notice may be submitted in any given window for
         receipt of the exercise notice. For each exercise notice, in each case
         a minimum of 100 option rights must be exercised, even if the Company
         has stipulated application of cash settlement. If, subsequent to
         submission of an exercise notice, a residual holding of under 100
         option rights should be left outstanding, then these option rights may
         be exercised in the last exercise notice only, otherwise they shall be
         forfeited, without indemnification or compensation.





                                 page 16 of 24


                                      ss. 7
                 Non-transfer or Negotiability of Option Rights

Option rights may not be sold by legal transaction, transferred, pledged or
otherwise negotiated for commercial purposes. On death of the holder, transfer
of the option rights shall take place only as stipulated in ss. 5. The
conclusion of any counter transactions which amount to negotiation in commercial
terms shall result in the option rights being forfeited, to the extent that the
conclusion of such counter-transactions takes place prior to expiry of the
relevant qualifying period. In the relevant exercise notice, the plan
participant must provide an assurance that no such transactions have been
concluded.

                                      ss. 8
    Adjustments in Relation to Capital Measures/Prevention of Stock Dilution

If there is any change in the figure representing the Company's basic capital
and/or number of shares, then debentures carrying conversion and/or subscription
rights in respect of new shares shall be issued, or if any break-up (under the
terms of the legislation on corporate transformations) directly affecting the
Company, with the exception of the hiving off of a unit, should be carried out,
then the exercise price shall be adjusted so that the relationship between the
modified exercise price and the stock-exchange value of the T-Share subsequent
to the measure resulting in the modification corresponds to the relationship
between the exercise price and the last stock-exchange value immediately prior
to the measure resulting in the modification. If this measure is applied without
involving any movement of assets between the Company and its shareholders or
third parties (e.g. by means of consolidating shares, splitting shares or an
increase of capital from the Company's financial resources with the issue of
fresh shares), the stock-exchange value of the T-Share immediately prior to the
measure giving rise to the modification shall be arithmetically calculated by
the standard methods. In any case, ss. 9 Section 1 of the AktG corporate
legislation shall remain in force, unaffected.






                                 page 17 of 24




In addition to the adjustment of the exercise price, where relevant as a
restriction applied to the above basic principle, the following regulations
apply:

Where the contingent capital as recognised under law in accordance with ss. 218
AktG is increased, and fresh shares within the context of a measure aimed at
increasing capital from the Company's own financial resources are issued, for
option rights already issued the number of shares - limited to the next-lowest
number of shares - in respect of which an option rights exists, is increased in
the corresponding ratio in addition to the adjustment of the exercise price, as
stipulated in the above regulations. In respect of as yet un-issued option
rights, no adjustment of the exercise price takes place and the original ratio
of option rights to shares is retained, however the number of option rights
which may be issued on the basis of this authorisation is increased to the
corresponding ratio. Where a capital increase is undertaken from the Company's
own financial resources without the issue of fresh shares, no adjustment shall
take place, with the exception of the increase in contingent capital required by
law (ss. 218 AktG).

Where, as a result of a reduction in the number of shares, there is an increase
in the proportional amount of the Company's basic capital attributed to the
individual T-Share, in addition to an adjustment of the exercise price there is
a reduction to the same ratio in the number of shares - limited to the
next-lowest number of shares - to which a plan participant may subscribe on the
basis of the option rights already issued.

Where the adjustment of the exercise price applied on the basis of this
provision for the prevention of stock dilution is insufficient to maintain the
intrinsic value of the option rights already issued, the Management Board and -
where the members of the Management Board are affected, exclusively the
Supervisory Board - is empowered to resolve that the number of those shares
should be increased which - limited to the next-lowest number of shares - may be
subscribed on the basis of the option rights already issued. The total volume of
the contingency capital and the breakdown of this total volume into individual
groups of plan participants remains unaffected.




                                 page 18 of 24




No fractions of shares shall be delivered.

No adjustment shall be applied:

a)       in the event of an issue of shares from contingency capital,

b)       in the case of capital increases or the issue of debentures with
         conversion and/or option rights in respect of fresh shares to the
         exclusion of the statutory right to subscription of all shareholders,
         unless it is simply the subscription of fractional amounts which is
         being excluded,

c)       if the plan participants are offered contractual option rights and/or
         debentures with conversion and/or option rights in respect of fresh
         shares, which place the plan participants in the same situation as they
         would have occupied if, prior to the corresponding measure, they had
         already fully exercised their option rights, or

d)       if the adjustment of a value of 1% of the intrinsic value of the option
         rights prior to the measure giving rise to the adjustment has not been
         exceeded.

Finally, no adjustment shall take place where this would entail the Share
Options Plan 2001 losing the character of a fixed plan as designated in
accordance with US-GAAP.

                                      ss. 9
                         Taxes, Levies and other Charges

1.       Any taxes, levies or other outlays occurring in connection with the
         issue of option rights, the exercise of option rights, the delivery of
         T-Shares or payment of the cash settlement to the plan participants
         shall be borne by the participants.

2.       On option rights being exercised, under current German law this gives
         rise to a economic benefit liable to taxation, to the amount of the
         difference between the stock-exchange price and the exercise price. In
         this connection, under German



                                 page 19 of 24


         law this is regarded as salary which has accrued on the basis of a
         number of years of work, namely on the basis of the period of time
         between the date of issue and the date on which the options were
         exercised. Where for this period the fiscal law of the Federal Republic
         of Germany is applicable, the domestic employer is, as a basic
         principle, obliged to withhold tax an this amount and to pass it on to
         the tax office.

         The Company has reached an agreement with the tax authorities to the
         effect that on exercise of option rights, generally, no withholding of
         income tax will be applied by the employer and that, instead, the
         economic benefit and the relevant taxation details shall be notified
         promptly to the responsible commercial tax office in accordance with
         ss. 41 c Section 4 of the EStG legislation. The plan participant shall
         receive a copy for his use in connection with his income tax
         assessment. This agreement does not apply in the case of cash
         settlement. For plan participants who are (at least partly) liable for
         payment of tax abroad between the date of issue of the option rights
         and the date on which the options are exercised, the regulations of the
         relevant country shall apply (in addition, where applicable).

3.       The obligation on the plan participant to fulfil his individual
         obligations to submit notifications, declarations and to make payments
         under the terms of the relevant applicable law, German or foreign,
         remains unaffected.


                                     ss. 10
                            Restrictions on Liability

The Company, its legal representatives, employees and agents, and the option
agent, its legal representatives, employees and agents shall not be liable for
slight negligence, for consequential damage, or for loss of earnings.




                                 page 20 of 24



                                     ss. 11
                             Price Risks, Tax Risks

1.       The Company makes no guarantee whatsoever for the general development
         of the market or the development of the T-Share price before or after
         option rights are issued or option rights are exercised, or for any
         other time or period. In particular, there is hence no guarantee that
         plan participants, who exercise option rights, will obtain an economic
         benefit or some such benefit to a specified amount or will be in a
         position to sell at a profit the T-Shares acquired. Hence option rights
         are accepted and exercised solely a the risk of the respective plan
         participant.

2.       The Company provides no guarantee that taxes and levies shall be
         incurred on the issue of option rights, on their first becoming
         exercisable or only in respect of the differential between the exercise
         price and the current stock-exchange price on exercise of the option
         rights or on delivery of the T-Shares, on any profit actually realised
         by means of (immediate) sale or on any other specific amount. The plan
         participants are recommended to obtain tax advice, including with
         regard to their personal tax affairs. The costs associated with any
         such tax advice shall be borne by the plan participant.


                                     ss. 12
                             Official Announcements

All official announcements required by these option terms and conditions,
especially official announcements to be made by the Company in accordance with
ss.1 (3), shall be made by being published on the intranet under
http//aop.telekom.de or under another intranet address notified to the plan
participants in accordance with ss.12 hereof, or electronically. Before
exercising option rights, the plan participants are obliged to ascertain whether
any official announcements have been made.





                                 page 21 of 24


                                     ss. 13
                                  Certification

1.       The Company alone shall decide on certification. The plan participant
         has no right to certification of his option rights.

2.       The cost of any certification will be borne by the Company.

                                     ss. 14
                              Voluntary Performance

The granting of option rights takes the form of a voluntary performance by the
Company or by subordinate associated companies, in favour of the plan
participant. Likewise, in the event of repeated granting of option rights (even
with no reserved right of voluntary status), no claims of any kind shall arise
to any repeated granting of option rights or similar or equivalent performances.

                                     ss. 15
                                      Costs

Unless otherwise expressly arising on the basis of these option terms and
conditions, all costs entailed in option rights, the exercise of option rights
and the subscription of shares on the basis of the exercise of option rights
shall be borne by the Company. This applies similarly for the costs associated
with account management. All further costs associated with the holding or sale
of shares shall be borne by the plan participant.


                                     ss. 16
          Applicable Law, Place of Performance, Jurisdiction and Venue

1.       Form and content of the option rights and the option terms and
         conditions, as well as rights and obligations of the plan participants
         or the Company arising therefrom, shall be governed in every respect
         by, and must be construed in accordance with, the laws of the Federal
         Republic of Germany, to the exclusion of the provisions of private
         international law.



                                 page 22 of 24


2.       Place of performance hereunder shall be Bonn; in case of any legal
         dispute arising from, or in conjunction with, the option rights, the
         courts of Bonn shall have non-exclusive venue and jurisdiction.

                                     ss. 17
                                  Miscellaneous

1.       The plan participants are obliged to comply with the applicable legal
         provisions, specifically regarding the prohibition of insider dealing,
         and any insider-dealing regulations set forth by the Company, at any
         time when exercising their rights arising from the option rights and
         selling T-Shares.

2.       All payments shall be made in euros.

3.       In the event of one of the provisions in these option terms and
         conditions being, or becoming, ineffective or impracticable, (e.g. by
         any change in standard practice on the stock-exchange), the
         effectiveness or practicability of the remaining provisions remains
         unaffected thereby. Any gaps arising from the ineffectiveness or
         impracticability of a provision, and any other lacunae herein, will be
         closed appropriately by means of a supplementary interpretation of the
         contract taking into account the interests of plan participants (as a
         group) in accordance with the resolution of the Shareholders' Meeting
         on contingent capital adopted on 29 May 2001 (the "Shareholders'
         Meeting resolution"). This also applies where the measure of
         performance or time (term, periods, dates) is affected. In such
         instances, a legally permissible measure of performance or time (term,
         periods, dates) as close to the intended measure as possible arises in
         the place of the measure agreed at first, likewise taking account of
         the Shareholders' Meeting resolution. Provisions not in accord with the
         regular Shareholders' Meeting, are deemed not practicable within the
         meaning of these arrangements.

4.       Headings are provided solely for the purpose of orientation and may not
         be used for interpretation. The original German text shall be binding
         in the event of deviations between the English version of these option
         terms and conditions (even if this has also been prepared by the
         Company), and the original German text, or should the translation give
         rise to any problems of interpretation.



                                 page 23 of 24


5.       Any changes and additions to these option terms and conditions must be
         applied in written form, unless these should be undertaken in the forms
         set out in ss. 12. The same applies likewise for any changes to this
         clause stipulating the written form.


                                 page 24 of 24



                               DEUTSCHE TELEKOM AG

                      STOCK OPTION PLAN 2001; TRANCHE 2002


                              ADDENDUM TO THE PLAN


                                  UNITED STATES

1.       GENERAL

         Whereas, the Board of Directors (the "Board") of Deutsche Telekom AG
         (the "Company") have adopted, and the shareholders of the Company have
         approved the Stock Option Plan 2001 (the "Plan");

         Whereas, the Company has decided to grant options - Tranche 2002 - to
         the employees of the Company and subordinate affiliated entities of the
         Company (the "Subsidiaries");

         Whereas, the Company wishes to provide favorable tax treatment to
         certain employees of the Company and the Subsidiaries who are subject
         to U.S. federal income tax in respect to their options (the "U.S.
         Employees") by granting options that are considered Incentive Stock
         Options ("ISOs"), in accordance with the United States Internal Revenue
         Code ("IRC") ss.422;

         Therefore, this Addendum to the Plan (the "Addendum") is created to set
         forth special terms and conditions that will apply to options granted
         to US Employees which are intended to qualify as ISOs pursuant to the
         requirements provided in IRC ss.422 and the Regulations thereunder.

         This Addendum should be read in conjunction with the Plan and is
         subject to the terms and conditions of the Plan except to the extent
         that the terms and conditions of the Plan differ from or conflict with
         the terms set out in this Addendum in which event the terms set out in
         this Addendum shall prevail, provided, however, that the Addendum does
         not conflict with the resolution regarding the Plan approved as item 8
         by the Annual Shareholder Meeting on May 29, 2001.

         The terms of this Addendum are the terms set out in the rules of the
         Plan, modified as follows:

2.       APPLICATION

         This Addendum will apply to any US Employee who receives an option
         under the Plan which is intended to qualify as an ISO.

         The aggregate number of T-Shares which may be optioned and sold under
         the Plan is 120,000,000 T-Shares of the Company.

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3.       CASH SETTLEMENT

         Each individual option right entitles the Participant to acquire one
         T-Share at the exercise price determined by the Board. It will not be
         possible for a Participant to receive a cash payment in lieu of the
         T-Share.

4.       EXCLUDED PERSONS

         The Company may not grant an option under this Addendum to an
         individual unless he is employed by the Company or a subordinate
         affiliated company at the time the option is granted.

5.       EXERCISE PRICE

         The exercise price for an option shall be determined on the date on
         which the Company resolves to grant the option according to ss.2 of the
         Plan.

         Moreover, the exercise price may not be less than 100% of the fair
         market value of the Company's T-Shares on the date of grant.

         In addition, in the case of Options granted to employees who own,
         either directly or indirectly, more than ten (10%) percent of the total
         combined voting power of all classes of stock of the granting Company,
         such option shall have an exercise price equal to or greater than 110%
         of the fair market value of the Company's T-Shares on the date of
         grant, and shall not be exercisable in full or in part after the
         expiration of five (5) years from the date such option is granted.

6.       GRANT OF OPTIONS

         Each option granted under the Plan shall be evidenced by a written
         Stock Option Agreement (the "Agreement") between the Company and the
         employee. The Agreement shall be in the general form designed by the
         Board to grant options under the Plan for all employees of the granting
         Company, and shall, with respect to the grant to a US Employee, include
         a provision stating the intent to treat the options as ISOs. All forms
         of the Stock Option Agreement shall contain such provisions,
         restrictions and conditions as are not inconsistent with the Plan
         and/or this Addendum, but need not be identical. The provisions of the
         Plan and of this Addendum shall be set forth in full or incorporated by
         reference in each Agreement.



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7.       EXERCISABILITY

         The Options granted under this Addendum will become exercisable subject
         to ss.4 and ss.6 of the Plan.

         Except as otherwise specifically provided in the Plan, options that
         have been granted to a US Employee will continue to be exercisable only
         so long as the optionee remains an employee of the Company or a
         subordinate affiliated company.

8.       NON-TRANSFERABILITY OF OPTIONS

         No option granted under this Addendum shall be transferable other than
         by Will or by the laws of descent and distribution, and options shall
         be exercisable, during the employee's lifetime, only by such employee;
         provided, however, that in the event the employee shall be subject to a
         legal disability, the employee's legal representative may exercise an
         option on his behalf.

9.       CHANGES

         Subject to the limitations set forth in the Plan, the Company may amend
         the Plan in a way which affects this Addendum. Notwithstanding anything
         in the Plan, the Company may, in its discretion, amend the terms and
         conditions applicable to any option intended to qualify, at the time of
         grant, as an "incentive stock option" within the meaning of Section 422
         of the Code in a manner that could result in the failure of such option
         to qualify as an "incentive stock option" within the meaning of Section
         422 of the Code without the consent of the option holder.



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