VOICESTREAM WIRELESS CORP /DE
EXHIBIT 10.1 - AMENDED & RESTATED VOTING AGREEMENT
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<TYPE>EX-10.1
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<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.1 - AMENDED & RESTATED VOTING AGREEMENT
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                                                                    Exhibit 10.1



                           FIRST AMENDED AND RESTATED
                                VOTING AGREEMENT

                  VOTING AGREEMENT, dated as of July 23, 2000 (this
"Agreement"), by and among VOICESTREAM WIRELESS CORPORATION, a Delaware
corporation ("VoiceStream"), and the individuals and entities set forth on
Schedule I hereto (each, a "Stockholder" and collectively, the "Stockholders").

                  WHEREAS, each Stockholder is or, in the case of Deutsche
Telekom AG ("DT"), an AKTIENGESELLSCHAFT organized under the laws of the Federal
Republic of Germany, will become as described below, the Beneficial Owner of the
number of shares of VoiceStream common stock, par value $0.001 per share (the
"Shares"), set forth opposite such Stockholder's name in Schedule I hereto;

                  WHEREAS, VoiceStream and certain of the Stockholders are
parties to that certain Voting Agreement, dated as of February 25, 2000,
including the acceptance thereof by Telephone and Data Systems, Inc., a Delaware
corporation ("TDS") as of May 4, 2000 (the "February 2000 Voting Agreement"),
and now wish to amend and restate such agreement;

                  WHEREAS, VoiceStream and DT are parties to that certain Stock
Subscription Agreement, dated as of July 23, 2000 (the "Subscription
Agreement"), pursuant to which, DT will purchase the number of Shares set forth
opposite its name in Schedule I hereof;

                  WHEREAS, the terms of the Subscription Agreement provide that
the parties hereto shall enter into this Agreement.

                  NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties hereto agree as
follows:

                  Section 1. Definitions. As used in this Agreement, the
following terms have the meanings set forth below:

                  "DT Preferred Stock" means the Convertible Voting Preferred
Stock, par value $0.001 per share, of VoiceStream purchased by DT pursuant to
the Subscription Agreement.

                  "Beneficially Own" has the meaning set forth in Rule 13d-3 of
the rules and regulations promulgated under the Securities Exchange Act of 1934,
as amended; except that no broker or dealer or any affiliate thereof shall be
deemed to Beneficially Own Shares, the beneficial ownership of which is acquired
in the ordinary course of the activities of a broker or dealer registered under
Section 15 of the Securities Exchange Act of 1934, as amended, including, but
not limited to, the acquisition of beneficial ownership of such securities as a
result of any market-making or underwriting activities (including any Shares
acquired for the investment account of a broker or dealer in connection with
such underwriting activities), or the exercise of investment or voting
discretion authority over any of its customer accounts, or the

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acquisition in good faith of such securities in connection with the enforcement
of payment of a debt previously contracted.

                  "Board" means the Board of Directors of VoiceStream.

                  "BSF" means Bridge Street Fund 1992, L.P., a Delaware limited
partnership.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banks in New York City, Hong Kong or Seattle,
Washington are authorized or required by law to close.

                  "GS" means The Goldman Sachs Group, Inc., a Delaware
corporation.

                  "GSC" means BSF, GS, GSCP and SSF.

                  "GSCP" means GS Capital Partners, L.P., a Delaware limited
partnership.

                  "HTL" means Hutchison Telecommunications Limited, a
corporation organized under the laws of Hong Kong.

                  "Hutchison" means Hutchison Holdings and Hutchison PCS.

                  "Hutchison Holdings" means Hutchison Telecommunications
Holdings (USA) Limited, a British Virgin Islands corporation.

                  "Hutchison PCS" means Hutchison Telecommunications PCS (USA)
Limited, a British Virgin Islands corporation.

                  "Hutchison Preferred Stock" means the 2-1/2% Convertible
Junior Preferred Stock, without par value, of VoiceStream purchased by Hutchison
PCS pursuant to that certain Stock Purchase Agreement dated June 23, 1999, by
and among VoiceStream, HTL and Hutchison PCS.

                  "Immediate Family" means an individual's spouse, children
(including adopted children), grandchildren and parents.

                  "Merger Agreement" means that certain Agreement and Plan of
Merger, by and among VoiceStream and DT, dated as of July 23, 2000.

                  "VoiceStream Washington" means VoiceStream Washington
Corporation (formerly known as VoiceStream Wireless Corporation), a Washington
corporation.

                  "Percentage Ownership" means, as to any Stockholder, the
aggregate percentage of the outstanding Shares Beneficially Owned by such
Stockholder, including for this purpose, Shares Beneficially Owned by such
Stockholder's Permitted Affiliate Transferees. For all purposes of this
Agreement, outstanding Shares shall include Shares issuable to Hutchison PCS
(and its Permitted Affiliate Transferees) upon conversion of the Hutchison
Preferred Stock and Shares issuable to DT (and its Permitted Affiliate
Transferees) upon conversion of the DT Preferred Stock.



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                  "Permitted Affiliate Transferee" means (i) with respect to any
Stockholder who is a natural Person, any member of such Person's Immediate
Family, or any trust for the benefit of, or a partnership all of the partners of
which are, such Person and/or any member of such Person's Immediate Family; (ii)
with respect to any Stockholder which is a limited partnership (a) any Person
that, as of May 13, 1996, was the sole general partner of such Stockholder or
was the sole general partner of the sole general partner of such Stockholder, or
(b) another limited partnership which has a sole general partner, the control of
which sole general partner is held, directly or indirectly, by five (5) or fewer
natural Persons, provided such natural Persons had control at May 13, 1996 of
the sole general partner of such Stockholder; (iii) with respect to Hutchison,
(w) HTL, (x) any Subsidiary of HTL, or (y) any other entity acceptable to
Stockholders (other than Hutchison and its Permitted Affiliate Transferees)
holding at least a majority of the Shares owned by all Stockholders (other than
Hutchison and its Permitted Affiliate Transferees) in which HTL owns, directly
or indirectly, more than 40% of the outstanding voting power, or (z) in the case
of any Person referred to in clause (w), (x) or (y), Hutchison; (iv) with
respect to Sonera, any Subsidiary of Sonera or any other entity acceptable to
Stockholders (other than Sonera and its Permitted Affiliate Transferees) holding
a majority of Shares owned by all Stockholders (other than Sonera and its
Permitted Affiliate Transferees) in which Sonera owns, directly or indirectly,
more than 40% of the outstanding voting power and of which Sonera and its
Subsidiaries are collectively the largest shareholder; (v) with respect to TDS,
any Subsidiary of TDS or any other entity acceptable to Stockholders (other than
TDS and its Permitted Affiliate Transferees) holding a majority of the Shares
owned by all Stockholders (other than TDS and its Permitted Affiliated
Transferees) in which TDS owns, directly or indirectly, more than 40% of the
outstanding voting power and of which TDS and its Subsidiaries are collectively
the largest shareholder; and (vi) with respect to DT, any Subsidiary of DT or
any other entity acceptable to Stockholders (other than DT and its Permitted
Affiliate Transferees) holding a majority of Shares owned by all Stockholders
(other than DT and its Permitted Affiliate Transferees) in which DT owns,
directly or indirectly, more than 40% of the outstanding voting power and of
which DT and its Subsidiaries are collectively the largest shareholder. For
purposes of this definition, "control" shall mean ownership of at least 51% of
the equity interest in, and at least 51% of the voting power on all matters in,
an entity or, if applicable, the sole general partner of such entity.

                  "Person" means an individual, corporation, association,
partnership, trust or estate, an unincorporated organization, a joint venture, a
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Qualified DT Designee" means an individual designated by DT,
provided that VoiceStream shall have the right to approve such designee, which
approval shall not be unreasonably withheld, so long as such individual's
membership on the Board shall not cause any violation of any federal anti-trust
law or any other federal or state law.

                  "Qualified Sonera Designee" means an individual designated by
Sonera, provided that VoiceStream shall have the right to approve such designee,
which approval shall not be unreasonably withheld, so long as such individual's
membership on the Board shall not cause any violation of any federal anti-trust
law or any other federal or state law.

                  "Qualified TDS Designee" means an individual who is not an
officer, director, management level employee or affiliate (as defined in the
Securities Exchange Act of 1934) of


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TDS, or of any Person in which TDS or any affiliate of TDS has an "attributable
interest" (as defined by applicable FCC rules and regulations) designated by TDS
provided that VoiceStream shall have the right to approve the designee, which
approval shall not be unreasonably withheld.

                  "Sonera" means Sonera Corporation, a limited liability company
organized under the laws of Finland, and its wholly-owned Subsidiaries,
including Sonera Holding, B.V., a company organized under the laws of the
Netherlands.

                  "Sonera Investor Agreement" means the Investor Agreement,
dated as of September 17, 1999, among Sonera Corporation, VoiceStream Washington
and VoiceStream.

                  "SSF" means Stone Street Fund 1992, L.P., a Delaware limited
partnership.

                  "Subsidiary" means, as to any Person, another Person which is
an entity as to which such Person owns more than 50% of the outstanding voting
power.

                  "Transfer" means any sale, assignment, pledge, hypothecation,
gift or other transfer, disposition or encumbrance of any interest (and includes
an exchange of Shares in a merger, consolidation or similar transaction).

                  Section 2. Effective Time. This Agreement shall become
effective only upon the conversion by DT or its Permitted Affiliate Transferees
of all shares of DT Preferred Stock for Shares (the "Effective Time").

                  Section 3. Agreement to Vote by Stockholders.

                  (a) From and after the Effective Time, each Stockholder (and
its Permitted Affiliate Transferees) hereby agrees to vote (or cause to be
voted) all Shares, and any other voting securities of VoiceStream, then
Beneficially Owned by such Stockholder (whether issued heretofore or hereafter)
that such Stockholder owns or has the right to vote, in person or by proxy (and
shall take all other necessary or desirable actions within such Stockholder's
(or its Permitted Affiliate Transferees') control, including attendance at
meetings in person or by proxy for purposes of obtaining a quorum and execution
of written consents in lieu of meetings), in favor of the election and
continuation in office of the following nineteen (19) members of the Board
(subject to adjustments to such number of directors, as provided below):

                  (i) John Stanton, as long as he is the chief executive officer
of VoiceStream;

                  (ii) One (1) member designated by John Stanton, so long as he
or his Permitted Affiliate Transferees Beneficially Own at least 4,500,000
Shares;

                  (iii) Four (4) members designated by Hutchison PCS (or if
Hutchison PCS has Transferred all of its Shares to Permitted Affiliate
Transferees of Hutchison PCS, four (4) designees of such Permitted Affiliate
Transferees) and its affiliated entities. Such number of designees shall be
subject to increases (rounded to the nearest whole number), depending upon
increases in Hutchison PCS's (and its Permitted Affiliate Transferees')
Percentage Ownership of outstanding Shares (including without limitation Shares
issuable to Hutchison PCS (and its Permitted Affiliate Transferees) upon
conversion of the Hutchison Preferred Stock), in which

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event the Board shall be expanded by one (1) member to accommodate each such new
designee unless there are vacancies on the Board and the Board determines to
fill any vacancies with such designees so that the percentage of the entire
Board represented by Hutchison PCS's designees (rounded to the nearest whole
number) shall be proportionate to Hutchison PCS's (and its Permitted Affiliate
Transferees') aggregate Percentage Ownership of outstanding Shares (including
without limitation Shares issuable to Hutchison PCS (and its Permitted Affiliate
Transferees) upon conversion of the Hutchison Preferred Stock) (subject to
Section 3(a)(C) hereof);

                  (iv) One (1) member designated by GSC and its Permitted
Affiliate Transferees, so long as such entities Beneficially Own at least
4,500,000 Shares;

                  (v) Four (4) members who were on the Board of Directors of
Omnipoint prior to the Omnipoint Reorganization and who are selected by
Omnipoint to serve (the following persons have been designated by Omnipoint to
serve as directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr. and
James J. Ross; such Persons being collectively referred to as the "Omnipoint
Designees") during the period from the closing of the Omnipoint Reorganization
until and including the second annual meeting of stockholders of VoiceStream
taking place after the closing of the Omnipoint Reorganization (it being
understood that such four (4) members shall serve until such time as the term of
office of the directors elected at such second annual meeting terminates);

                  (vi) One (1) Qualified Sonera Designee designated by Sonera
and its Permitted Affiliate Transferees so long as such entities Beneficially
Own at least 4,500,000 Shares; provided, however, that if Sonera Beneficially
Owns more than 9,800,000 Shares and TDS Beneficially Owns less than 4,500,000
Shares, the number of Qualified Sonera Designees that Sonera will be entitled to
designate will be two (2);

                  (vii) One (1) Qualified TDS Designee designated by TDS and its
Permitted Affiliate Transferees so long as such entities Beneficially Own at
least 4,500,000 Shares, such director to be elected to the Board by action of
the Board promptly after TDS designates a Qualified TDS Designee; provided,
however, that if TDS Beneficially Owns more than 9,800,000 Shares and Sonera
Beneficially Owns less than 4,500,000 Shares, the number of Qualified TDS
Designees that TDS will be entitled to designate will be two (2);

                  (viii) Two (2) Qualified DT Designees designated by DT and its
Permitted Affiliate Transferees so long as such entities Beneficially Own at
least 9,800,000 Shares, such directors to be elected to the Board by action of
the Board promptly after DT designates such Qualified DT Designees; provided,
however, that if DT Beneficially Owns at least 4,500,000 Shares but less than
9,800,000 Shares, the number of Qualified DT Designees that DT will be entitled
to designate will be one (1);

                  (ix) The then President of VoiceStream;

                  (x) The then Vice Chairman of VoiceStream; and

                  (xi) The remaining members of the Board as selected by a
majority of the directors designated pursuant to clauses (i), (ii), (iv), (ix)
and (x).


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                  No designee to the Board shall be removed from the Board
(except removal for cause under applicable law) without the written consent of
the Stockholder or group of Stockholders that has the right to designate such
Person to the Board (or, if such Stockholder or group of Stockholders has
Transferred all of their Shares to Permitted Affiliate Transferees of such
Stockholder or group of Stockholders, without the written consent of Permitted
Affiliate Transferees holding a majority of the Shares owned by all of such
Permitted Affiliate Transferees), or, in the case of the Omnipoint Designees,
without the consent of a majority of the Board of Directors of Omnipoint as such
Board of Directors existed immediately prior to the Omnipoint Reorganization
(the "Old Omnipoint Board"). Any Stockholder or group of Stockholders (or, if
such Stockholder or group of Stockholders has Transferred all of their Shares to
Permitted Affiliate Transferees of such Stockholder or group of Stockholders,
Permitted Affiliate Transferees holding a majority of the Shares owned by all of
such Permitted Affiliate Transferees) or, in the case of the Omnipoint
Designees, a majority of the Old Omnipoint Board, that has the right to
designate any member(s) of the Board shall have the right to replace any
member(s) so designated by it (whether or not such member is removed from the
Board with or without cause or ceases to be a member of the Board by reason of
death, disability or for any other reason) upon written notice to VoiceStream
and the other members of the Board, which notice shall set forth the name of the
member(s) being replaced and the name of the new member(s). Each of the
Stockholders (and each of their respective Permitted Affiliate Transferees)
agrees that it will vote, or cause to be voted, all of the Shares then
Beneficially Owned by it (whether now owned or hereafter acquired ), in person
or by proxy (and shall take all other necessary or desirable actions within such
Stockholder's (or its Permitted Affiliate Transferees') control including
attendance at meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), so as to cause, if
necessary, the removal of the existing director previously elected by such
Stockholders (and its Permitted Affiliate Transferees), or previously designated
by Omnipoint (in the case of the original Omnipoint Designees) or by a majority
of the Old Omnipoint Board (if the Old Omnipoint Board designates a replacement
for an Omnipoint Designee, such replacement shall for all purposes of this
Agreement be an Omnipoint Designee), and the election and continuation in office
of any successor director designated by any of the Stockholders (or any of such
Stockholder's Permitted Affiliate Transferees) pursuant to this Section 3(a).
Notwithstanding the foregoing,

                  (A) if at any time GSC (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least 4,500,000 Shares, then in
such event, GSC (or, if GSC has Transferred all of its Shares to Permitted
Affiliate Transferees of GSC, its Permitted Affiliate Transferees) shall not be
entitled to designate any member of the Board;

                  (B) if at any time John Stanton (and his Permitted Affiliate
Transferees) shall cease to Beneficially Own at least 4,500,000 shares, then in
such event, John Stanton (or, if John Stanton has Transferred all of his Shares
to Permitted Affiliate Transferees of John Stanton, his Permitted Affiliate
Transferees) shall not be entitled to designate any member of the Board (except
that Stanton shall continue to serve on the Board for so long as he holds the
office of Chief Executive Officer of VoiceStream);

                  (C) the number of designees of Hutchison PCS (and its
Permitted Affiliate Transferees) shall be subject to decreases (rounded to the
nearest whole number) depending upon


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reductions in Hutchison PCS's (and its Permitted Affiliate Transferees')
Percentage Ownership of outstanding Shares (including without limitation Shares
issuable to Hutchison PCS (and its Permitted Affiliate Transferees) upon
conversion of the Hutchison Preferred Stock), so that the percentage of the
entire Board represented by Hutchison PCS's (and its Permitted Affiliate
Transferees') designees (rounded to the nearest whole number) shall be
proportionate to Hutchison PCS's (and its Permitted Affiliate Transferees')
aggregate Percentage Ownership of outstanding Shares, in which event (I) the
number of designees Hutchison PCS (and its Permitted Affiliate Transferees) are
entitled to designate to the Board shall be reduced so that the percentage of
the entire Board represented by Hutchison PCS's (and its Permitted Affiliate
Transferees') designees (rounded to the nearest whole number) shall be
proportionate to Hutchison PCS's (and its Permitted Affiliate Transferees')
aggregate Percentage Ownership of outstanding Shares, (II) any members
designated by Hutchison PCS (and its Permitted Affiliate Transferees) in excess
of such number shall be removed from the Board (any such members to be removed
to be designated by Hutchison or, in the event that Hutchison fails to designate
the members to be removed, by a majority of the members of the Board), and (III)
the Board shall be reduced in size by the number of members so removed;
provided, however, that so long as Hutchison PCS (and its Permitted Affiliate
Transferees) Beneficially Owns at least 9,800,000 Shares, then in such event
Hutchison PCS and its Permitted Affiliate Transferees shall be entitled to
designate at least two (2) members of the Board; provided, further, that if at
any time Hutchison PCS (and its Permitted Affiliate Transferees) shall cease to
Beneficially Own at least (i) 9,800,000 Shares, but shall continue to
Beneficially Own at least 4,500,000 Shares, then in such event Hutchison PCS and
its Permitted Affiliate Transferees shall be entitled to designate only one
member of the Board; and (ii) 4,500,000 Shares, then in such event, Hutchison
PCS and its Permitted Affiliate Transferees shall not be entitled to designate
any member of the Board;

                  (D) if at any time Sonera (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i) 9,800,000 Shares at a
time when Sonera is entitled to designate two (2) directors, then in such event,
Sonera (or, if Sonera has Transferred all of its Shares to Permitted Affiliate
Transferees of Sonera, its Permitted Affiliate Transferees) shall be entitled to
designate only one (1) member of the Board; and (ii) 4,500,000 Shares, then in
such event, Sonera (or, if Sonera has Transferred all of its Shares to Permitted
Affiliate Transferees of Sonera, its Permitted Affiliate Transferees) shall not
be entitled to designate any member of the Board;

                  (E) if at any time TDS (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i) 9,800,000 Shares at a
time when TDS is entitled to designate two (2) directors, then in such event,
TDS (or, if TDS has Transferred all of its Shares to Permitted Affiliate
Transferees of TDS, its Permitted Affiliate Transferees) shall be entitled to
designate only one (1) member of the Board; and (ii) 4,500,000 Shares, then in
such event, TDS (or, if TDS has Transferred all of its Shares to Permitted
Affiliate Transferees of TDS, its Permitted Affiliate Transferees) shall not be
entitled to designate any member of the Board;

                  (F) if at any time DT (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i) 9,800,000 Shares, but
shall continue to Beneficially Own at least 4,500,000 Shares), then in such
event, DT (or, if DT has Transferred all of its Shares to Permitted Affiliate
Transferees of DT, its Permitted Affiliate Transferees) shall be entitled to
designate only one member of the Board; and (ii) 4,500,000 Shares, then in such
event, DT (or, if

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DT has Transferred all of its Shares to Permitted Affiliate Transferees of DT,
its Permitted Affiliate Transferees) shall not be entitled to designate any
member of the Board.

                  (G) Any vacancies on the Board created by reason of the
provisions of subsections (A) through (F) above shall be filled by the vote of a
majority of the directors then in office (unless such directors determine to
reduce the size of the Board after a vacancy is created) to serve until the next
annual meeting of shareholders of VoiceStream, and at the next annual meeting
shall be filled by a vote of a plurality of all shareholders of VoiceStream
(including the Stockholders and their Permitted Affiliate Transferees);
provided, however, that in the event that the size of the Board shall have
increased by reason of Hutchison PCS having the right to designate additional
director(s) and thereafter Hutchison PCS shall cease to have the right to so
designate such additional director(s), the size of the Board shall be
appropriately reduced and each of the Stockholders (and each of their respective
Permitted Affiliate Transferees ) agrees that it will vote, or cause to be
voted, all of the Shares then Beneficially Owned by it (whether now owned or
hereafter acquired), in person or by proxy (and, shall take all other necessary
or desirable actions within such Stockholder's (or its Permitted Affiliate
Transferees') control including attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of
meetings), to cause such reduction in the Board.

                  (H) Notwithstanding anything to the contrary contained in this
Agreement, Hutchison's right to transfer its right to designate directors to
certain block transferees as set forth in Sections 14 and 15 of the Shareholders
Agreement of VoiceStream Wireless Corporation, dated February 17, 1998, as
amended, among Western Wireless Corporation, a Washington corporation,
VoiceStream and Hutchison PCS, shall continue in full force and effect until
terminated in accordance with the terms of such Shareholders Agreement.

                  (b) Notwithstanding anything to the contrary herein, if a
Stockholder shall cease to have the right to designate any director to the Board
pursuant to this Agreement, such Stockholder shall be released in full from all
obligations and shall cease to have any rights under this Agreement; provided,
however, that at the time that the Omnipoint Designees no longer serve on the
Board and there is no further obligation to designate Omnipoint Designees under
Section 3(a)(v) hereof, the following Persons shall be released in full from all
obligations and shall cease to have any rights under this Agreement: Allen &
Company Incorporated, Avance Capital, Avance Capital II, Avance Capital III,
Madison Dearborn Capital Partners, L.P., James N. Perry, Jr., Douglas G. Smith,
Douglas and Gabriela Smith 1995 Family Trust, Richard L. Fields, James J. Ross
and James J. Ross, as Trustee.

                  Section 4. VoiceStream Holdings and Stockholder Covenants.

                  (a) VoiceStream hereby agrees to use all reasonable efforts to
give effect to the provisions of Section 3 hereof, including, to the extent
necessary, causing the size of the Board to be expanded to create a vacancy or
vacancies on the Board and causing such vacancy or vacancies to be filled by
designees of one or more of the parties hereto entitled to designate members of
the Board in accordance with the provisions of Section 3 hereof. Further,
VoiceStream shall, subject to the provisions of Section 3 hereof, duly nominate
the designees set forth above, or as may otherwise be designated by a party
hereto pursuant to the terms of Section 3 hereof, for election to the Board and
shall include in any proxy solicitation materials related to


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the election of members of the Board such information and recommendations of the
Board as are appropriate, in proxy solicitation materials.

                  (b) Each Stockholder shall vote the Shares then Beneficially
Owned by such Stockholder at any regular or special meeting of the Stockholders
or in any written consent executed in lieu of such a meeting of Stockholders for
the election of such designees. VoiceStream and each Stockholder shall take all
other actions necessary to ensure that the certificate of incorporation and
by-laws of VoiceStream or any successor constituent documents as in effect
immediately following the date hereof do not, at any time thereafter, conflict
in any respect with the provisions of this Agreement.

                  Section 5. Representations and Warranties of VoiceStream.
VoiceStream represents and warrants to each Stockholder as follows: (i) it has
full power and authority to execute, deliver and perform its obligations under
this Agreement; (ii) this Agreement and all transactions contemplated hereby
have been duly and validly authorized by all necessary action on its part, this
Agreement has been duly executed and delivered by it, and this Agreement
constitutes its legal, valid and binding obligation enforceable against
VoiceStream in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of creditors' rights
generally and by general equitable principles; and (iii) neither the execution,
delivery or performance of this Agreement by it, nor the consummation of the
transactions contemplated hereby will, with or without the giving of notice or
passage of time or both conflict with, result in a default or loss of rights (or
give rise to any right of termination, cancellation or acceleration) under, (A)
any provision of the certificate of incorporation, by-laws, partnership
agreement or comparable constituent document of it, (B) any material note, bond,
indenture, mortgage, deed of trust, contract, agreement, lease or other
instrument or obligation to which it is a party or by which it or its properties
may be bound or affected or (C) any law, order, judgment, ordinance, rule,
regulation or decree to which it is a party or by which it or any of its
properties are bound or affected.

                  Section 6. Representations and Warranties of the Stockholders.

                  Each Stockholder, severally, as to such Stockholder and not
jointly, represents and warrants to the other parties as follows: (i) such
Stockholder has full power and authority to execute, deliver and perform such
Stockholder's obligations under this Agreement; (ii) this Agreement and all
transactions contemplated hereby have been duly and validly authorized by all
necessary action on such Stockholder's part, this Agreement has been duly
executed and delivered by such Stockholder, and this Agreement constitutes such
Stockholder's legal, valid and binding obligation enforceable against such
Stockholder in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of creditors' rights
generally and by general equitable principles; (iii) neither the execution,
delivery or performance of this Agreement by such Stockholder, nor the
consummation of the transactions contemplated hereby will, with or without the
giving of notice or passage of time or both conflict with, result in a default
or loss of rights (or give rise to any right of termination, cancellation or
acceleration) under, (A) if such Stockholder is an entity, any provision of the
certificate of incorporation, by-laws, partnership agreement or comparable
constituent document of such Stockholder, (B) any

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material note, bond, indenture, mortgage, deed of trust, contract, agreement,
lease or other instrument or obligation to which such Stockholder is a party or
by which such Stockholder or such Stockholder's properties may be bound or
affected or (C) any law, order, judgment, ordinance, rule, regulation or decree
to which such Stockholder is a party or by which such Stockholder or any of such
Stockholder's properties are bound or affected; and (iv) the Shares listed next
to the name of such Stockholder on Schedule I hereto are the only voting
securities of VoiceStream Beneficially Owned by such Stockholder.

                  Section 7. Termination. This Agreement shall terminate upon
the earliest to occur of any of the following events:

                  (a) Upon agreement by all Stockholders then retaining the
right to designate directors under this Agreement and, so long as Omnipoint
Designees are to be designated or are serving pursuant to Section 3(a)(v)
hereof, by the Omnipoint Designees or the Old Omnipoint Board; or

                  (b) The filing by VoiceStream of a petition in bankruptcy or
the expiration of sixty (60) days after a petition in bankruptcy shall have been
filed against VoiceStream and such petition shall not have been stayed or
discharged during such sixty (60) day period; or upon the expiration of sixty
(60) days after the commencement of any proceeding under any law for the relief
of debtors seeking the relief or readjustment of VoiceStream's indebtedness
either through reorganization, winding-up, extension or otherwise, and such
proceedings involving VoiceStream as debtor shall not have been vacated or
stayed within such sixty (60) day period; or upon the appointment of a receiver,
custodian or trustee for all or substantially all of VoiceStream's property, or
the making of VoiceStream of any general assignment for the benefit of
creditors, or the admitting in writing by VoiceStream of its inability to pay
its debts as they mature; or upon the voluntary or involuntary liquidation or
dissolution of VoiceStream; or

                  (c) The Beneficial Ownership of all of the Shares by only one
Stockholder (including its Permitted Affiliate Transferees).

                  Upon such termination, except for any rights any party may
have in respect of any breach by any other party of its or his obligations
hereunder, none of the parties hereto shall have any further obligation or
liability hereunder.

                  Section 8. Miscellaneous.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their Permitted Affiliate Transferees. Each of
the Stockholders hereby agrees that prior to any Transfer of any Shares to a
Permitted Affiliate Transferee, such Permitted Affiliate Transferee shall
execute a counterpart of this Agreement agreeing to be bound by the provisions
of this Agreement. No Transfer to a Permitted Affiliate Transferee shall be
effective unless such Permitted Affiliate Transferee has executed such
counterpart of this Agreement. Except as set forth above with respect to
Transfers to Permitted Affiliate Transferees, nothing in this Agreement shall
prohibit the Transfer of Shares by any of the Stockholders.

                  (b) Each of the parties hereto acknowledges and agrees that,
in the event of any breach of this Agreement, the non-breaching parties would be
irreparably harmed and could

                                       10
<PAGE>


not be made whole by monetary damages. Accordingly, each of the parties hereto
agrees that the other parties, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to compel performance of this
Agreement pursuant to Section 8(m).

                  (c) The headings in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.

                  (d) All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by same day or next day (or equivalent with respect to delivery
outside the United States) courier (guaranteed delivery) or telex or facsimile
(i) if to a Stockholder, at such Stockholder's address appearing on Schedule I
hereto or at any other address that such Stockholder may have provided in
writing to VoiceStream and the other Stockholders then party to this Agreement
and (ii) if to VoiceStream, at 3650 131st Avenue SE, Bellevue, Washington 98006,
U.S.A., Tel: 425-586-8014, Fax: 425-586-8080; Attention: Alan R. Bender, Esq. or
such other address as VoiceStream may have furnished to the Stockholders in
writing, with a copy (which shall not constitute notice) to Friedman Kaplan &
Seiler LLP, 875 Third Avenue, New York, NY 10022, USA, Tel: 212-833-1107, Fax:
212-355-6401, Attention: Barry A. Adelman, Esq. If a notice hereunder is
transmitted by confirmed fax so as to arrive during normal business hours during
a Business Day at the place of receipt, then such notice shall be deemed to have
been given on such Business Day at the place of receipt or, if so transmitted to
arrive after normal business hours during a Business Day at the place of
receipt, then such notice shall be deemed to have been given on the following
Business Day at the place of receipt. If such notice is sent by next-day courier
or equivalent, it shall be deemed to have been given on the third Business Day
at the place of receipt following sending provided, that the date of sending
shall be deemed to be the date at the place of receipt at the time such notice
is posted.

                  (e) The provisions of this Agreement shall apply, to the full
extent set forth herein with respect to the Shares now or hereinafter owned by
each Stockholder (and its Permitted Affiliate Transferees), to any and all
securities of VoiceStream or any successor or assign of VoiceStream (whether by
merger, consolidation or otherwise) that may be issued in respect of, in
exchange for, or in substitution of such Shares, and shall be appropriately
adjusted for any stock dividends, stock splits, reverse splits, combinations,
recapitalizations and similar events occurring after the date hereof.

                  (f) Copies of this Agreement will be available for inspection
or copying by any interested Person at the offices of VoiceStream through the
Secretary of VoiceStream. VoiceStream will otherwise take all actions as may be
necessary or appropriate to comply with any applicable law relating to the
validity and enforceability of shareholders agreements containing the provisions
of this Agreement.

                  (g) Except as expressly provided otherwise herein, neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by VoiceStream
and each of the Stockholders. The failure of any party hereto to give notice of
the breach or non-fulfillment of any term or condition of this Agreement shall
not constitute a waiver thereof, nor shall the waiver of any breach or
non-

                                       11
<PAGE>


fulfillment of any term or condition of this Agreement constitute a waiver of
any other breach or non-fulfillment of that term or condition or any other term
or condition of this Agreement.

                  (h) This Agreement may be amended or modified at any time by a
writing setting forth such amendment or modification, signed by VoiceStream and
by Stockholders (or their Permitted Affiliate Transferees) owning in the
aggregate at least 90% of the Shares owned by the Stockholders (and their
Permitted Affiliate Transferees); provided, however, that, unless such amendment
is signed by VoiceStream and by each Stockholder (or its Permitted Affiliate
Transferees) adversely affected by such amendment, no such amendment or
modification shall eliminate any right of any Stockholder (or its Permitted
Affiliate Transferees) or, in the case of the Omnipoint Designees, the Old
Omnipoint Board, to designate the member or members of the Board it is entitled
to designate in accordance with Section 3 hereof (it being understood and agreed
that this clause shall not prohibit the enlargement of the Board).

                  (i) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be considered one and the same agreement.

                  (j) The obligations of each of the Stockholders under this
Agreement shall be several with respect to each such Stockholder.

                  (k) This Agreement constitutes the entire understanding of the
parties hereto with respect to this subject matter hereof and supersedes all
prior understandings among such parties with respect to such subject matter.

                  (l) The validity of this Agreement, its construction,
interpretation and enforcement, and the rights of the parties hereunder, shall
be determined under, governed by and

construed in accordance with the internal laws of the State of New York
applicable to contracts formed and performed entirely in such state. Each party
hereto agrees that, subject to Section 8(m) hereof, any suit, action or other
proceeding arising out of this Agreement shall be brought and litigated in the
courts of the State of Washington or the United States District Court for the
Western District of Washington and each party hereto hereby irrevocably consents
to personal jurisdiction and venue in any such court and hereby waives any claim
it may have that such court is an inconvenient forum for the purposes of any
such suit, action or other proceeding.

                  (m) Any and all disputes, controversies or claims (each a
"Dispute") between the Stockholders relating to the interpretation or
enforcement or performance of this Agreement shall be resolved by binding
arbitration by the American Arbitration Association in accordance with its
rules, subject to the following provisions:

                  (i) There shall be three arbitrators (the "Arbitrators") which
shall be appointed in accordance with the procedure of the American Arbitration
Association.

                  (ii) The expenses of the arbitration shall be borne equally by
the Stockholders involved in the arbitration, and each party shall bear its own
legal fees and expenses; provided, however, that the Arbitrators shall have
discretion to require that one party pay all or a portion of the expenses of
arbitration or the other party's legal fees and expenses in connection with any
particular arbitration.

                                       12
<PAGE>


                  (iii) The Arbitrators shall determine whether and to what
extent any party shall be entitled to damages or equitable relief. No party
shall be entitled to punitive damages or consequential damages or shall be
required to post a bond in connection with equitable relief.

                  (iv) The Arbitrators shall not have the power to add to nor
modify any of the terms or conditions of this Agreement. The Arbitrators'
decision shall not go beyond what is necessary for the interpretation and
application of the provisions of this Agreement in respect of the issue before
the Arbitrators. The Arbitrators' decision and award or permitted remedy, if
any, shall be based upon the issue as drafted and submitted by the respective
parties and the relevant and competent evidence adduced at the hearing(s).

                  (v) The Arbitrators shall have the authority to award any
remedy or relief provided for in this Agreement, in addition to any other remedy
or relief (including provisional remedies and relief) that a court of competent
jurisdiction could order or grant (but subject to the remedial limitations,
elsewhere set forth in this Agreement, including, but without limitation, the
aforesaid prohibition against punitive and consequential damages). The
Arbitrators written decision shall be rendered within sixty (60) days of the
hearing. The decision reached by the Arbitrators shall be final and binding upon
the parties as to the matter in dispute. To the extent that the relief or remedy
granted by the Arbitration is relief or remedy on which a court could enter
judgment, a judgment upon the award rendered by the Arbitrators may be entered
in any court having jurisdiction thereof (unless in the case of an award of
damages, the full amount of the award is paid within ten (10) days of its
determination by the Arbitrators). Otherwise, the award shall be binding on the
parties in connection with their continuing performance of this Agreement and in
any subsequent arbitral or judicial proceeding between the parties.

                  (vi) The arbitration shall take place in Seattle, Washington,
unless otherwise agreed by the parties, and shall be conducted in the English
language.

                  (vii) The arbitration proceeding and all filing, testimony,
documents and information relating to or presented during the arbitration
proceeding shall be disclosed exclusively for the purpose of facilitating the
arbitration process and for no other purpose.

                  (viii) The parties shall continue performing their respective
obligations under this Agreement notwithstanding the existence of a Dispute
while the Dispute is being resolved unless and until such obligations are
terminated, expire or are suspended in accordance with the provisions hereof.

                  (ix) The Arbitrators may, in their sole discretion, order a
pre-hearing exchange of information including production of documents, exchange
of summaries of testimony or exchange of statements of position, and shall
schedule promptly all discovery and other procedural steps and otherwise assume
case management initiative and control to effect an efficient and expeditious
resolution of the Dispute. At any oral hearing of evidence in connection with an
arbitration proceeding, each party and its counsel shall have the right to
examine its witnesses and to cross-examine the witnesses of the other party. No
testimony of any witness shall be presented in written form unless the opposing
party or parties shall have the opportunity to cross-examine such witness,
except as the parties otherwise agree in writing.

                                       13
<PAGE>


                  (x) Notwithstanding the dispute resolution procedures
contained in this Section 8(m), either party may apply to any court having
jurisdiction (a) to enforce this Agreement to arbitrate, (b) to seek provisional
injunctive relief so as to maintain the status quo until the arbitration award
is rendered or the Dispute is otherwise resolved, or (c) to challenge or vacate
any final judgment, award or decision of the Arbitrators that does not comport
with the express provisions of this Section 8(m).

                  (n) The failure of any party to seek redress for violation of,
or to insist upon the strict performance of , any provision of this Agreement
shall not prevent a subsequent act, which would have originally constituted a
violation, from having the effect of an original violation.

                  (o) The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies except as otherwise
expressly provided in this Agreement. Such rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance or
otherwise.

                  (p) The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.


                                       14
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                   VOICESTREAM WIRELESS
                                   CORPORATION

                                   By:  /s/ John W. Stanton
                                      ----------------------------------------
                                   Name: John W. Stanton
                                   Title: Chairman and Chief Executive Officer



                                   STOCKHOLDERS:

                                   /s/ John W. Stanton
                                   -------------------------------------------
                                   John W. Stanton


                                   /s/ Theresa E. Gillespie
                                   -------------------------------------------
                                   Theresa E. Gillespie



                                   PN Cellular, Inc.



                                   By:  /s/ Theresa E. Gillespie
                                      ----------------------------------------
                                   Name: Theresa E. Gillespie
                                   Title: Treasurer



                                   Stanton Family Trust



                                   By:  /s/ Theresa E. Gillespie
                                      ----------------------------------------
                                   Name: Theresa E. Gillespie, Trustee


<PAGE>


                                   Stanton Communications Corporation



                                   By:   /s/ Theresa E. Gillespie
                                      ----------------------------------------
                                   Name: Theresa E. Gillespie
                                   Title: Treasurer



                                   GS Capital Partners, L.P.



                                   By:  GS Advisors, L.L.C., General Partner

                                   By:  /s/ Terence M. O'Toole
                                      ----------------------------------------
                                   Name:   Terence M. O'Toole
                                   Title:



                                   The Goldman Sachs Group, Inc.



                                   By:  /s/ Terence M. O'Toole
                                      ----------------------------------------
                                   Name:   Terence M. O'Toole
                                   Title:



                                   Bridge Street Fund 1992, L.P.



                                   By:  Stone Street 1992, L.L.C., Managing
                                        General Partner



                                   By:  /s/ Terence M. O'Toole
                                      ----------------------------------------
                                   Name:   Terence M. O'Toole
                                   Title:


<PAGE>


                                   Stone Street Fund 1992, L.P.



                                   By:  Stone Street 1992, L.L.C., General
                                        Partner



                                   By:  /s/ Terence M. O'Toole
                                      ----------------------------------------
                                      Name:   Terence M. O'Toole
                                      Title:



                                   HUTCHISON TELECOMMUNICATIONS
                                   HOLDINGS (USA) LIMITED



                                   By:  /s/ Canning Fok
                                      ----------------------------------------
                                   Name:  Canning Fok
                                   Title: Director



                                   HUTCHISON TELECOMMUNICATIONS
                                   PCS (USA) LIMITED



                                   By:  /s/ Frank Sixt
                                      ----------------------------------------
                                   Name:  Frank Sixt
                                   Title: Director


<PAGE>


                                   ALLEN & COMPANY INCORPORATED



                                   By:  /s/ Richard L. Fields
                                      ----------------------------------------
                                   Name: Richard L. Fields
                                   Title: Manager



                                   MADISON DEARBORN CAPITAL
                                   PARTNERS, L.P.



                                   By:  Madison Dearborn Partners, L.P., its
                                   General Partner

                                            By: Madison Dearborn Partners, Inc.
                                            its General Partner



                                   By:  /s/ James N. Perry
                                      ----------------------------------------
                                   Name: James N. Perry
                                   Title: Manager



                                   /s/ James N. Perry
                                   -------------------------------------------
                                   James N. Perry, Jr.


                                   /s/ Richard L. Fields
                                   -------------------------------------------
                                   Richard L. Fields


<PAGE>


                                   AVANCE CAPITAL



                                   By:  /s/ Douglas G. Smith
                                      ----------------------------------------
                                   Name:  Douglas G. Smith
                                   Title:  Sole Proprietor



                                   AVANCE CAPITAL II



                                   By:  /s/ Douglas G. Smith
                                      ----------------------------------------
                                   Name:  Douglas G. Smith
                                   Title:  Sole Proprietor



                                   AVANCE CAPITAL III



                                   By:  /s/ Douglas G. Smith
                                      ----------------------------------------
                                   Name:  Douglas G. Smith
                                   Title:  Sole Proprietor



                                   DOUGLAS AND GABRIELA SMITH
                                   1995 FAMILY TRUST



                                   By:  /s/ Gabriela Smith
                                      ----------------------------------------
                                   Name:  Gabriela Smith
                                   Title: Trustee


                                   /s/ Douglas G. Smith
                                   -------------------------------------------
                                   Douglas G. Smith


<PAGE>


                                   /s/ James J. Ross
                                   -------------------------------------------
                                   James J. Ross



                                   ELIZABETH G. ROSS U/T/A, DATED
                                   MARCH 4, 1994



                                   By:  /s/ James J. Ross
                                      ----------------------------------------
                                   Name:  James J. Ross
                                   Title: Trustee



                                   DAVID G. ROSS U/T/A, DATED JUNE
                                   18, 1997



                                   By:  /s/ James J. Ross
                                      ----------------------------------------
                                   Name:  James J. Ross
                                   Title: Trustee


<PAGE>


                                   SONERA CORPORATION



                                   By:  /s/ Kaj-Erik Relander
                                      ----------------------------------------
                                   Name:   Kaj-Erik Relander
                                   Title:  Deputy CEO



                                   SONERA HOLDING, B.V.



                                   By:  /s/ Kaj-Erik Relander
                                      ----------------------------------------
                                   Name:   Kaj-Erik Relander
                                   Title:  Deputy CEO



                                   DEUTSCHE TELEKOM AG



                                   By:  /s/ Kevin Copp
                                      ----------------------------------------
                                   Name:   Kevin Copp
                                   Title:  Head of International Legal Affairs



                                   TELEPHONE AND DATA SYSTEMS,
                                   INC.



                                   By:  /s/ Sandra L. Helton
                                      ----------------------------------------
                                   Name:   Sandra L. Helton
                                   Title:  Executive Vice President - Finance
                                           and Chief Financial Officer


<PAGE>


                                   SCHEDULE I
                                  STOCKHOLDERS


<TABLE>
<CAPTION>
             NAME AND ADDRESS OF STOCKHOLDER                            NUMBER OF SHARES
----------------------------------------------------------------------------------------------------
<S>                                                         <C>
John W. Stanton and Theresa E. Gillespie                                                   2,930,136
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention:  John W. Stanton
Fax: 425-586-8010

PN Cellular, Inc.                                                                          1,686,069
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention:  John W. Stanton
Fax: 425-586-8010

Stanton Family Trust                                                                         164,437
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention:  John W. Stanton
Fax: 425-586-8010

Stanton Communications Corporation                                                         1,274,520
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention:  John W. Stanton
Fax: 425-586-8010

GS Capital Partners, L.P.                                                                  8,986,738
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention:  Terence O'Toole
Fax: 212-902-3000

The Goldman Sachs Group, Inc.                                                                 68,821
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention:  Terence O'Toole
Fax: 212-357-5505

Bridge Street Fund 1992, L.P.                                                                273,069
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention:  Terence O'Toole
Fax: 212-357-5505
</TABLE>


<PAGE>


<TABLE>
<S>                                                         <C>
Stone Street Fund 1992, L.P.                                                                 470,401
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention:  Terence O'Toole
Fax: 212-357-5505

Hutchison Telecommunications PCS (USA) Limited                                            52,010,364
                                                                (Which includes 26,227,586 shares of
c/o Offshore Incorporations Limited                                            Common stock issuable
P.O. Box 957                                                   upon conversion of the Company's 2.5%
Offshore Incorporations Centre                                                    Junior Convertible
Road Town, Tortola                                                                  Preferred Stock)
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885

and:

c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778

Hutchison Telecommunications Holdings (USA) Limited                                        3,888,888

c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885

and:

c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778

Douglas G. Smith                                                                           1,196,398
6200 Brookside Drive
Chevy Chase, MD 20815
</TABLE>


<PAGE>


<TABLE>
<S>                                                         <C>
Avance Capital                                                                             2,220,266
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815

Avance Capital II                                                                            750,000
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815

Avance Capital III                                                                           375,000
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815

Douglas & Gabriela Smith                                                                     519,482
1995 Family Trust
Attn: Gabriela Smith, Trustee
6200 Brookside Drive
Chevy Chase, MD 20815

Richard L. Fields                                                                            317,368
75 Central Park South, Apt. 15B
New York, NY 10022

Allen & Company Incorporated                                                               2,290,522
c/o Richard L. Fields, Managing Director
711 Fifth Avenue
New York, NY 10022

James N. Perry, Jr.                                                                           50,874
Madison Dearborn Capital Partners, LP
Three First National Plaza, Suite 1330
Chicago, IL 60602

Madison Dearborn Capital Partners, LP                                                      3,232,149
c/o James N. Perry, Jr., Managing Director
Three First National Plaza, Suite 1330
Chicago, IL 60602

James J. Ross                                                                                582,445
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017
</TABLE>


<PAGE>


<TABLE>
<S>                                                         <C>
James J. Ross, as Trustee, of Elizabeth G. Ross U/T/A,                       An Aggregate of 145,950
dated March 4, 1994
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017

James J. Ross, as Trustee, of David G. Ross U/T/A, dated
June 18, 1997
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017

Sonera Corporation                                                                        10,203,843
P.O. Box 106
FIN-00051-TELE
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander, Executive Vice President
Facsimile: 011 358 2040 3770

Sonera Holding, B.V.                                                                       8,771,930
c/o Sonera Corporation
P.O. Box 106
FIN-00051-TELE
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander, Executive Vice President
Facsimile: 011 358 2040 3770

Telephone and Data Systems, Inc.                                                          35,570,493
30 North LaSalle, Suite 4000
Chicago, IL 60602
Attention: LeRoy T. Carlson, Jr., President
Facsimile: 312-630-9299

Deutsche Telekom AG                                                                       31,250,000 (Representing
140 Friedrich-Ebert Allee                                                                 shares of common stock
S3113 Bonn                                                                                issuable upon conversion
Germany                                                                                   of DT Preferred Stock)
Attention: Kevin Copp
Facsimile: 49-228-181-44177
</TABLE>


</TEXT>
</DOCUMENT>
