Control Agreement between Deutsche Telekom AG Friedrich Ebert Allee 140 53113 Bonn entered under HRB 6794 in the commercial register of the Bonn District Court represented by the Member of the by WoodyWoodcock

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									                                   Control Agreement

                                             between



Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, entered under
HRB 6794 in the commercial register of the Bonn District Court,

represented by the Member of the Board of Management who is authorized to
represent Deutsche Telekom in conjunction with a Prokurist1, Dr. Karl-Gerhard
Eick, and the Prokurist Dieter Cazzonelli,


and

DeTeImmobilien, Deutsche Telekom Immobilien und Service GmbH, Mondstr.
92-94, 48155 Münster, entered under HRB 6129 in the commercial register of
the Münster District Court, hereinafter "the Subsidiary"

represented by its managing directors jointly authorized to represent the
enterprise, Dr. Gerhard Niesslein and Mr. Günter Heidorn,



the following

Control Agreement

is concluded:




1
    "Prokurist" is a person vested with a power of commercial representation under German law.

Imobilien Beherrschungsvertrag.doc
                            § 1 Management
The Subsidiary shall submit the management of its enterprise to Deutsche
Telekom AG.


                § 2 Authority to give instructions
(1) Deutsche Telekom AG shall be entitled to give instructions to the
management of the Subsidiary with regard to how the Subsidiary should be
managed.

The instructions shall be given in writing or by fax, or, if they are given
verbally, by telephone, by telex, or by electronic mail, they shall be confirmed
immediately in writing, or by fax.

(2) The authority shall not apply to the amendment, maintenance or termination
of this Agreement.


                          § 3 Transfer of loss
(1) Pursuant to § 302 (1) of the German Stock Corporation Law (AktG),
Deutsche Telekom AG shall be obliged to compensate any net loss for the year
otherwise arising during the term of the Agreement unless this was offset
through amounts being taken from other retained earnings to which such
amounts were appropriated during the term of the Agreement.

(2) The Subsidiary may waive or settle any claim for compensation after the
expiration of three years from the date on which the registration of the
cancellation or termination of the Agreement in the Commercial Register shall
be deemed to have been announced pursuant to § 10 of the German Commercial
Code. The foregoing shall not apply if Deutsche Telekom AG is unable to make
payments when due and enters into composition with its creditors to avoid
insolvency proceedings or if the liability for compensation is subject to an
insolvency plan.


            § 4 Commencement, term, effective date


Imobilien Beherrschungsvertrag.doc
(1) This Agreement shall take effect as soon as it is entered in the Commercial
Register of the Subsidiary's registered office.

(2) This Agreement must be approved by the shareholders' meeting of Deutsche
Telekom AG and the shareholders' meeting of the Subsidiary to enter into force.

(3) This Agreement is concluded for an unlimited term. It may only be
terminated at the end of a financial year of the Subsidiary. Retroactive rescission
is not permissible. Rescission of this Agreement must be in writing.

(4) Furthermore, the parties shall be able to terminate the Agreement for good
cause in writing. Good cause is especially the sale or contribution of the
Subsidiary by Deutsche Telekom AG or the merger, split-up or liquidation of
one of the two Parties.


Bonn, March 10, 2005

Deutsche Telekom AG



______________________________             _____________________________
Dr. Karl-Gerhard Eick                      ppa Dieter Cazzonelli




Bonn, March 11, 2005

DeTeImmobilien, Deutsche Telekom Immobilien und Service GmbH




___________________________                  __________________________
Dr. Gerhard Niesslein                        Mr. Günter Heidorn




Imobilien Beherrschungsvertrag.doc

								
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