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Exhibit 4.2

Schedule 1 to Exhibit 4.1
Individual Deviations from Standard Management Board Services
Agreement by Current Members of Management Board(1)

Name

  For reporting period
  Term; §1(i)
  Appointed by
Resolution of
Supervisory Board
dated; §1(i)

  Fixed Annual
Salary; §4(i)(a)

  Bonus;
§4(i)(b)

  Additional
bonus;
§4(i)(b) 2d.
par.

  Position;
§1(i)

Kai-Uwe Ricke   1.1. to 31.12.2004   15.11.2002 to 14.11.2007   Nov. 14, 2002   1,250,000   1,250,000   20 % Chairman

Dr. Karl-Gerhard Eick

 

1.1. to 31.12.2004

 

1.12.2002 to 30.11.2007

 

Nov. 28, 2002

 

937,500

 

937,500

 

20

%

Vice-Chairman

Dr. Heinz Klinkhammer(2)

 

1.1. to 31.12.2004

 

1.4.2001 to 31.3.2006

 

Apr. 13, 2000

 

750,000

 

750,000

 

20

%

Member

Rene Oberman

 

1.1. to 31.12.2004

 

1.12.2002 to 30.11.2007

 

Nov. 28, 2002

 

750,000

 

750,000

 

20

%

Member

Konrad F. Reiss

 

1.1. to 31.12.2004

 

20.1.2003 to 19.1.2008

 

Jan. 16, 2003

 

750,000

 

750,000

 

20

%

Member

Walter Raizner(3)

 

1.1. to 31.12.2004

 

1.11.2004 to 31.10.2009

 

Sept. 3, 2004

 

937,500

 

937,500

 

20

%

Member

(1)
Josef Brauner and Thomas Holtrop resigned from the Management Board in 2004.

(2)
Since Dr. Klinkhammer joined our Company on April 1, 1996, and is the most senior member of our Management Board, the wording of his agreement deviates from the standard agreement in language, but not in substance, and certain details, which the Company believes are insignificant, differ from the standard agreement in sections 2(1), 2(3), 3(3), 4(1), 4(3), 4(4), 4(6), 4(7), 6(1), 6(3), 7(3), 8(2), 10, 12(2), 14(3) and in the post-contractual non-compete agreement. Also, the insurance amounts in section 7(1)(a) and (b) differ and are approximately 23.3% less.

(3)
Walter Raizner was granted a 2004 bonus equal to 120% of two month's salary.



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Schedule 1 to Exhibit 4.1 Individual Deviations from Standard Management Board Services Agreement by Current Members of Management Board(1)