T Mobile USA – ‘424B2’ on 1/26/00

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Prospectus   —   Rule 424(b)(2)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus                                           466   2.28M 

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                                                Filed Pursuant to Rule 424(b)(2)
                                                      Registration No. 333-89735

[VoiceStream Logo]        [OmniPoint Logo]         [Aerial Logo]    

PROPOSED TRANSACTIONS -- YOUR VOTE IS VERY IMPORTANT

January 25, 2000

Dear Fellow Stockholders:                                                       

We are pleased to propose transactions that will result in VoiceStream
Wireless Corporation and either or both of the following corporations becoming  
subsidiaries of VoiceStream Wireless Holding Corporation:                       

- Omnipoint Corporation, and                                          
- Aerial Communications, Inc.                                         

These transactions, which will take the form of reorganizations as    
described in this joint proxy statement-prospectus, will bring together three   
major providers of PCS services in the United States. Each company, as a        
subsidiary of VoiceStream Holdings, will principally operate its existing       
business under the VoiceStream brand name.                                      

     These transactions are expected to result in the issuance of as many as 214
million shares of common stock, $.001 par value, of VoiceStream Wireless Holding
Corporation. Upon completion of the first transaction, VoiceStream Wireless     
Holding Corporation will change its name to VoiceStream Wireless Corporation,   
and its shares will trade on the Nasdaq Stock Market under the symbol "VSTR",   
which is the current symbol for VoiceStream Wireless Corporation.               

We cannot complete the reorganizations unless we obtain the necessary 
governmental and stockholder approvals. Each company will hold a special meeting
of its stockholders in connection with the reorganizations. VoiceStream         
stockholders will vote on both transactions; stockholders of Omnipoint and      
Aerial will vote only on their respective transactions. YOUR VOTE IS VERY       
IMPORTANT. We urge you to read this joint proxy statement-prospectus to learn   
about the transactions and to vote "FOR" the reorganization of your company. The
board of directors of each company has voted unanimously in favor of these      
reorganizations.                                                                

   SEE "RISK FACTORS" BEGINNING ON PAGE 27 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER IN CONNECTION WITH THIS JOINT PROXY STATEMENT-PROSPECTUS.       

We enthusiastically support these transactions and join with the other
members of our boards of directors in recommending that you vote in favor of the
reorganizations.                                                                

                                                        [Enlarge/Download Table]
                                                                                      

/s/ JOHN W. STANTON               /s/ DOUGLAS G. SMITH     /s/ LEROY T. CARLSON, JR.  
--------------------------------  -----------------------  ---------------------------
John W. Stanton                   Douglas G. Smith         LeRoy T. Carlson, Jr.      
Chairman and                      Chairman and             Chairman                   
  Chief Executive Officer         Chief Executive Officer  Aerial Communications, Inc.
VoiceStream Wireless Corporation  Omnipoint Corporation                               

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES 
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER THIS
JOINT PROXY STATEMENT-PROSPECTUS OR DETERMINED IF THIS JOINT PROXY
STATEMENT-PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

JOINT PROXY STATEMENT-PROSPECTUS DATED JANUARY 25, 2000 
AND FIRST MAILED TO STOCKHOLDERS ON OR ABOUT JANUARY 25, 2000 

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[VoiceStream Logo]
------------------------- 

VOICESTREAM WIRELESS CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON FEBRUARY 24, 2000 
------------------------- 

TO THE STOCKHOLDERS                                                             
OF VOICESTREAM WIRELESS CORPORATION:                                            

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of      
VoiceStream Wireless Corporation, a Washington corporation, will be held on     
Thursday, February 24, 2000, at 8:00 a.m. local time, at the offices of Preston 
Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington, to:       

     1. Consider and vote upon a proposal to adopt, and approve the transactions
      contemplated by, the Agreement and Plan of Reorganization, dated as of
     June 23, 1999 and amended as of December 30, 1999, among VoiceStream,
       Omnipoint Corporation, a Delaware corporation, and VoiceStream Wireless
       Holding Corporation, a Delaware corporation, as more fully described in
    this joint proxy statement-prospectus. A vote for this proposal also
        constitutes approval of the merger of a separate wholly-owned subsidiary
of VoiceStream Holdings with and into VoiceStream.              

     2. Consider and vote upon a proposal to adopt, and approve the transactions
      contemplated by, the Agreement and Plan of Reorganization, dated as of
     September 17, 1999, among VoiceStream, Aerial Communications, Inc., a
       Delaware corporation, VoiceStream Holdings, Telephone and Data Systems,
Inc., a Delaware corporation, and a wholly-owned subsidiary of  
 VoiceStream Holdings, as more fully described in this joint proxy
        statement-prospectus. A vote for this proposal also constitutes approval
  of the merger of a separate wholly-owned subsidiary of VoiceStream
Holdings with and into VoiceStream.                             

3. Transact such other business as may properly be brought before the 
 special meeting or any adjournment or postponement of the special
meeting.                                                        

     We have set January 17, 2000 as the record date for the special meeting and
any adjournments or postponements of the special meeting.                       

The adoption of, and approval of the transactions contemplated by, the
Omnipoint reorganization agreement and the Aerial reorganization agreement will 
each require the affirmative vote of the holders of two-thirds of the           
outstanding shares of VoiceStream common stock.                                 

   All stockholders of VoiceStream entitled to vote are cordially invited to
attend the special meeting in person. However, to ensure your representation at 
the special meeting, you are urged to complete, date, sign and return the       
enclosed proxy card as promptly as possible in the enclosed postage-prepaid     
envelope. You may revoke your proxy in the manner described in this joint proxy 
statement-prospectus at any time before it is voted at the special meeting.     
Executed proxies with no instructions indicated will be voted "FOR" the adoption
of, and approval of the transactions contemplated by, the Omnipoint             
reorganization agreement and adoption of, and approval of the transactions      
contemplated by, the Aerial reorganization agreement. If you fail to return a   
properly executed proxy card or to vote in person at the special meeting, the   
effect will be a vote against the Omnipoint reorganization agreement and against
the Aerial reorganization agreement.                                            

                              By Order of the Board of Directors

              /s/ ALAN R. BENDER
                              ----------------------------------
          Alan R. Bender
     Secretary
January 25, 2000                                                                

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE         
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED         
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.             

THE BOARD OF DIRECTORS OF VOICESTREAM RECOMMENDS UNANIMOUSLY THAT STOCKHOLDERS  
VOTE "FOR" THE ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY,   
EACH OF THE REORGANIZATION AGREEMENTS.                                          

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[OmniPoint Logo]
------------------------- 

OMNIPOINT CORPORATION 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON FEBRUARY 24, 2000 
------------------------- 

TO THE STOCKHOLDERS                                                             
OF OMNIPOINT CORPORATION:                                                       

    NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Omnipoint
Corporation, a Delaware corporation, will be held on Thursday, February 24,     
2000, at 11:00 a.m. local time, at the offices of Piper Marbury Rudnick & Wolfe 
LLP, 1200 Nineteenth Street, N.W., Washington, D.C., to:                        

     1. Consider and vote upon a proposal to adopt, and approve the transactions
      contemplated by, the Agreement and Plan of Reorganization, dated as of
   June 23, 1999 and amended as of December 30, 1999, among Omnipoint,
VoiceStream Wireless Corporation, a Washington corporation, and 
    VoiceStream Wireless Holding Corporation, a Delaware corporation, as
more fully described in this joint proxy statement-prospectus.  

2. Transact such other business as may properly be brought before the 
 special meeting or any adjournment or postponement of the special
meeting.                                                        

     We have set January 17, 2000 as the record date for the special meeting and
any adjournments or postponements of the special meeting.                       

The adoption of, and approval of the transactions contemplated by, the
Omnipoint reorganization agreement will require the affirmative vote of the     
holders of a majority of the outstanding shares of Omnipoint common stock.      

 All stockholders of Omnipoint entitled to vote are cordially invited to
attend the special meeting in person. However, to ensure your representation at 
the special meeting, you are urged to complete, date, sign and return the       
enclosed proxy card as promptly as possible in the enclosed postage-prepaid     
envelope. You may revoke your proxy in the manner described in this joint proxy 
statement-prospectus at any time before it is voted at the special meeting.     
Executed proxies with no instruction indicated will be voted "FOR" adoption of, 
and approval of the transactions contemplated by, the Omnipoint reorganization  
agreement. If you fail to return a properly executed proxy card or to vote in   
person at the special meeting, the effect will be a vote against the Omnipoint  
reorganization agreement.                                                       

                                      By Order of the Board of Directors

                            /s/ EDWIN M. MARTIN, JR.
                                      ----------------------------------
                        Edwin M. Martin, Jr.
             Secretary
January 25, 2000                                                                

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE         
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED         
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.             

THE BOARD OF DIRECTORS OF OMNIPOINT RECOMMENDS UNANIMOUSLY THAT STOCKHOLDERS    
VOTE "FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE   
OMNIPOINT REORGANIZATION AGREEMENT.                                             

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[AERIAL LOGO] 

AERIAL COMMUNICATIONS, INC. 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON FEBRUARY 24, 2000 

TO THE STOCKHOLDERS                                                             
OF AERIAL COMMUNICATIONS, INC.:                                                 

 NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Aerial
Communications, Inc., a Delaware corporation, will be held on Thursday, February
24, 2000 at 10:00 a.m. local time, at the Hotel Allegro Chicago, 171 West       
Randolph Street, Chicago, Illinois, on the third floor in the Goodman Theater B 
Room, to:                                                                       

     1. Consider and vote upon a proposal to adopt, and approve the transactions
      contemplated by, the Agreement and Plan of Reorganization, dated as of
     September 17, 1999, among Aerial, VoiceStream Wireless Corporation, a
   Washington corporation, VoiceStream Wireless Holding Corporation, a
  Delaware corporation, Telephone and Data Systems, Inc., a Delaware
      corporation, and a wholly-owned subsidiary of VoiceStream Holdings, as
more fully described in this joint proxy statement-prospectus.  

2. Transact such other business as may properly be brought before the 
 special meeting or any adjournment or postponement of the special
meeting.                                                        

     We have set January 17, 2000 as the record date for the special meeting and
any adjournments or postponements of the special meeting.                       

The adoption of, and approval of the transactions contemplated by, the
Aerial reorganization agreement will require the affirmative vote of the holders
of a majority of the voting power of all classes of Aerial common stock. TDS,   
which controls approximately 98% of the relevant voting power of all shares of  
Aerial common stock, has agreed to vote for the proposal. Accordingly, the      
approval of stockholders is assured regardless of the vote of other             
stockholders.                                                                   

     All stockholders of Aerial entitled to vote are cordially invited to attend
the special meeting in person. However, to ensure your representation at the    
special meeting, you are urged to complete, date, sign and return the enclosed  
proxy card as promptly as possible in the enclosed postage-prepaid envelope. You
may revoke your proxy in the manner described in this joint proxy               
statement-prospectus at any time before it is voted at the special meeting.     
Executed proxies with no instruction indicated will be voted "FOR" adoption of, 
and approval of the transactions contemplated by, the Aerial reorganization     
agreement. If you fail to return a properly executed proxy card or to vote in   
person at the special meeting, the effect will be a vote against the Aerial     
reorganization agreement.                                                       

                              By Order of the Board of Directors

               /s/ MICHAEL G. HRON
                              ----------------------------------
           Michael G. Hron
     Secretary
January 25, 2000                                                                

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE         
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED         
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.             

THE BOARD OF DIRECTORS OF AERIAL RECOMMENDS UNANIMOUSLY THAT STOCKHOLDERS VOTE  
"FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE AERIAL 
REORGANIZATION AGREEMENT.                                                       

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TABLE OF CONTENTS 

                                                                [Download Table]

                                        PAGE
                                        ----
                                            
QUESTIONS AND ANSWERS ABOUT THE             
  PROPOSED TRANSACTIONS...............    1 
SUMMARY...............................    9 
  The Companies.......................    9 
  The Reorganizations.................    9 
  Why We Are Proposing to Combine.....   10 
  Regulatory Approval.................   10 
  Comparative Per Share Market Price        
     and Dividend Information.........   11 
  The Omnipoint Reorganization........   11 
  The Aerial Reorganization...........   15 
  The Investments.....................   19 
  Dissenters' Rights of Appraisal.....   20 
  Selected Historical and Unaudited         
     Pro Forma Financial Data.........   21 
RISK FACTORS..........................   27 
OWNERSHIP OF VOICESTREAM HOLDINGS           
  FOLLOWING EITHER OR BOTH                  
  REORGANIZATIONS.....................   34 
THE OMNIPOINT REORGANIZATION..........   36 
  The Omnipoint Reorganization              
     Agreement........................   36 
  Background of the Omnipoint               
     Reorganization...................   47 
  Recommendations of the VoiceStream        
     Board; Reasons for the Omnipoint       
     Reorganization...................   49 
  VoiceStream Fairness Opinion........   51 
  Fee Arrangement with Goldman              
     Sachs............................   59 
  Recommendations of the Omnipoint          
     Board; Reasons for the Omnipoint       
     Reorganization...................   59 
  Omnipoint Fairness Opinion..........   60 
  Fee Arrangements with Lehman              
     Brothers and Allen & Co. ........   70 
  Agreement to Vote in Favor of the         
     Omnipoint Reorganization.........   71 
  Timing of Closing...................   71 
  Accounting Treatment................   71 
  Transaction Costs...................   71 
  Dissenters' Rights of Appraisal.....   71 
  Cook Inlet Transactions.............   72 
  Hutchison Investments...............   73 
  Hutchison Standstill Agreement......   74 
  $500 Million Sonera Investment in         
     VoiceStream Holdings.............   75 
  Material United States Federal            
     Income Tax Consequences of the         
     Omnipoint Reorganization.........   75 
  Consequences of the Omnipoint             
     Reorganization Under                   
     VoiceStream's Tax Sharing              
     Agreement........................   82 

                                                                [Download Table]

                                        PAGE
                                        ----
                                            
  Interests of Certain Persons in the       
     Omnipoint Reorganization.........   85 
THE AERIAL REORGANIZATION.............   90 
  The Aerial Reorganization                 
     Agreement........................   90 
  Background of the Aerial                  
     Reorganization...................  103 
  Recommendations of the VoiceStream        
     Board; Reasons for the Aerial          
     Reorganization...................  121 
  VoiceStream Fairness Opinion........  123 
  Fee Arrangement with Goldman              
     Sachs............................  130 
  Recommendations of the Aerial Board;      
     Reasons for the Aerial                 
     Reorganization...................  130 
  Aerial Fairness Opinion.............  133 
  Fee Arrangements with Donaldson,          
     Lufkin & Jenrette................  140 
  Recommendations of the Aerial             
     Special Committee................  141 
  Aerial Special Committee Fairness         
     Opinion..........................  143 
  Fee Arrangements with Wasserstein         
     Perella..........................  156 
  Agreements Relating to the Aerial         
     Reorganization...................  156 
  Sonera Settlement Agreement and           
     Release..........................  160 
  Timing of Closing...................  161 
  Accounting Treatment................  161 
  Transaction Costs...................  161 
  Dissenters' Rights of Appraisal.....  161 
  Litigation..........................  162 
  Material United States Federal            
     Income Tax Consequences of the         
     Aerial Reorganization............  162 
  Consequences of the Aerial                
     Reorganization under                   
     VoiceStream's Tax Sharing              
     Agreement........................  164 
  Interests of Certain Persons in the       
     Aerial Reorganization............  164 
VOICESTREAM HOLDINGS VOTING                 
  AGREEMENT...........................  177 
THE INVESTMENTS.......................  179 
  Hutchison Investments...............  179 
  $500 million Sonera Investment......  180 
  $230 Million Sonera Investment......  180 
  $420 Million TDS Debt Replacement...  180 
REGULATORY APPROVAL...................  181 
FINANCIAL INFORMATION.................  183 
  Unaudited Pro Forma Condensed             
     Combined Financial Statements....  183 

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                                                                [Download Table]

                                        PAGE
                                        ----
                                            
THE SPECIAL MEETINGS..................  201 
  VoiceStream Record Date; Quorum;          
     Vote Required....................  201 
  Omnipoint Record Date; Quorum; Vote       
     Required.........................  202 
  Aerial Record Date; Quorum; Vote          
     Required.........................  202 
  Agreements to Vote in Favor of the        
     Omnipoint Reorganization.........  203 
  Agreements to Vote in Favor of the        
     Aerial Reorganization............  203 
  Solicitation of Proxies.............  204 
  Dissenters' Rights of Appraisal.....  205 
BUSINESS OF VOICESTREAM HOLDINGS......  211 
  Background -- The Wireless                
     Communications Industry..........  211 
  The Business of VoiceStream Holdings      
     After the Reorganizations........  214 
  Executive Compensation..............  252 
  Business of VoiceStream, Omnipoint        
     and Aerial.......................  262 
CERTAIN LEGAL INFORMATION.............  263 
  Description of VoiceStream Holdings       
     Capital Stock....................  263 
  Comparison of Stockholder Rights....  264 
  Opinions from Legal Counsel.........  285 
  Experts.............................  285 
WHERE YOU CAN FIND MORE INFORMATION...  286 

                                                                [Download Table]
                                       
ANNEX A  Agreement and Plan of         
         Reorganization (Omnipoint     
         reorganization)               
ANNEX B  Opinion of Goldman, Sachs &   
         Co. (Omnipoint reorganization)
ANNEX C  Opinion of Lehman Brothers,   
         Inc. (Omnipoint               
         reorganization)               
ANNEX D  Agreement and Plan of         
         Reorganization (Aerial        
         reorganization)               
ANNEX E  Opinion of Goldman, Sachs &   
         Company (Aerial               
         reorganization)               
ANNEX F  Opinion of Donaldson, Lufkin &
         Jenrette (Aerial              
         reorganization)               
ANNEX G  Opinion of Wasserstein Perella
         & Co. (Aerial reorganization) 
ANNEX H  Restated Certificate of       
         Incorporation for VoiceStream 
         Wireless Holding Corporation  
ANNEX I  Washington Dissenters' Rights 
         Statute                       
ANNEX J  Delaware Dissenters' Rights   
         Statute                       

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QUESTIONS AND ANSWERS ABOUT 
THE PROPOSED TRANSACTIONS 

Q: HOW WILL THE REORGANIZATION TRANSACTIONS BRING TOGETHER THE THREE COMPANIES? 

A: If both the Omnipoint reorganization and the Aerial reorganization are       
approved, all three companies will become subsidiaries of VoiceStream     
 Holdings. The following diagrams show the existing structure of VoiceStream
and how it will change following both or either reorganization:           

- VoiceStream's current structure is as follows:                      

[DIAGRAM] 

   - Assuming completion of both the Omnipoint reorganization and the Aerial
 reorganization, VoiceStream Holdings' structure will be as follows:

[DIAGRAM] 
---------------                                                                 
(1) Wholly-owned subsidiary of VoiceStream Holdings, which will be a borrower   
    under the $3.0 billion anticipated new credit facility to be entered into at
the completion of the Omnipoint reorganization.                         

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 - Assuming completion of only the Omnipoint reorganization, VoiceStream
Holdings' structure will be as follows:                           

[DIAGRAM] 

- Assuming completion of only the Aerial reorganization, VoiceStream  
Holdings' structure will be as follows:                           

[DIAGRAM] 

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Q: WHEN DO WE EXPECT TO COMPLETE THE TRANSACTIONS?                              

A:We plan to complete the Omnipoint reorganization during the first quarter of  
  2000 and the Aerial reorganization during the second quarter of 2000. However,
completion of each reorganization is subject to separate governmental and   
  stockholder approvals that we do not control. We therefore cannot predict with
any certainty when we will complete the reorganizations. We expect the      
Omnipoint reorganization to be completed first.                             

Q: WHAT WILL VOICESTREAM STOCKHOLDERS RECEIVE?                                  

A: As a VoiceStream stockholder you will receive one share of VoiceStream       
Holdings common stock for each share of VoiceStream common stock that you 
own. You will not need to exchange your stock certificates because your   
shares of VoiceStream will be treated as shares of VoiceStream Holdings.  

Q: WHAT WILL OMNIPOINT STOCKHOLDERS RECEIVE?                                    

A: As an Omnipoint stockholder you will have three choices as to what you will  
  receive for each share of Omnipoint common stock that you own. You may elect
to receive:                                                               

   - cash and stock, which consists of 0.825 of a share of VoiceStream
        Holdings common stock plus $8.00 in cash for each share of Omnipoint
common stock;                                               

      - stock, by which you ask to receive a number of shares of VoiceStream
Holdings common stock equal to the sum of                   

   - 0.825 of a share of VoiceStream Holdings common stock, plus

  - a fraction of a share of VoiceStream Holdings common stock
        calculated by dividing $8.00 by the VoiceStream 15 day average
             price, provided that the actual number of shares will be subject to
        proration and adjustment and determined as described below; or

      - cash, by which you ask to receive an amount of cash equal to the sum
of                                                          

      - the VoiceStream 15 day average price multiplied by 0.825, plus

         - $8.00, provided that the actual amount of cash will be subject to
     proration and adjustment and determined as described below.

For the purposes of these elections, the VoiceStream 15 day average price 
will be determined by calculating the average closing price of a share of 
 VoiceStream common stock during the 15 trading days ending the business day
prior to the date of completion of the Omnipoint reorganization.          

  The following table estimates the total values, as of the date of completion
of the Omnipoint reorganization, that you will receive for each share of  
Omnipoint common stock depending on:                                      

- which election you make;                                      

- the VoiceStream 15 day average price; and                     

    - various assumed prices of VoiceStream Holdings common stock on the
       first trading day after completion of the Omnipoint reorganization.

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 Since VoiceStream common stock will be exchanged for VoiceStream Holdings
   common stock on a one-for-one basis, the table shows a range of values that
    may be received by Omnipoint stockholders at approximately the current price
   of VoiceStream common stock and prices above and below such price. The last
    sale price of VoiceStream common stock on January 14, 2000 was $112.69. This
price is subject to change.                                             

                                                                [Download Table]

                 PRICE OF     VALUE OF                         
 VOICESTREAM    VOICESTREAM   CASH AND    VALUE OF    VALUE OF 
   15 DAY        HOLDINGS       STOCK       STOCK       CASH   
   AVERAGE        COMMON      ELECTION    ELECTION    ELECTION 
    PRICE          STOCK      PER SHARE   PER SHARE   PER SHARE
-------------   -----------   ---------   ---------   ---------
                                                               
    100.00          90.00        82.25       81.45       90.50 
    100.00         100.00        90.50       90.50       90.50 
    100.00         110.00        98.75       99.55       90.50 
    110.00         100.00        90.50       89.77       98.75 
    110.00         110.00        98.75       98.75       98.75 
    110.00         120.00       107.00      107.72       98.75 
    120.00         110.00        98.75       98.08      107.00 
    120.00         120.00       107.00      107.00      107.00 
    120.00         130.00       115.25      115.92      107.00 
    130.00         120.00       107.00      106.38      115.25 
    130.00         130.00       115.25      115.25      115.25 
    130.00         140.00       123.50      124.12      115.25 

    The total values indicated for the stock election and the cash election will
  vary based on proration and adjustment as noted below. The total values of
   each of the elections, except in the case of an all cash payment, will vary
    following the completion of the Omnipoint reorganization based on changes in
the trading price of VoiceStream Holdings common stock.                 

   You will also receive cash instead of any fractional share which results from
the conversion of your Omnipoint common stock into VoiceStream Holdings   
  common stock. This amount will reflect the VoiceStream 15 day average price.

   Proration and adjustment. There is a fixed number of total shares and a fixed
  amount of total cash that VoiceStream Holdings will issue and pay to holders
of Omnipoint common stock. As a result if you choose the stock election or
the cash election, the consideration you actually receive may consist of a
mix of VoiceStream Holdings common stock and cash.                        

Q: WHAT WILL AERIAL STOCKHOLDERS RECEIVE?                                       

A: As a holder of Aerial common stock you will receive 0.455 of a share of      
  VoiceStream Holdings common stock for each share of Aerial common stock that
  you own, subject to adjustment under certain circumstances and determined at
   the closing of the Aerial reorganization pursuant to a formula established in
the Aerial reorganization agreement.                                      

Alternatively, stockholders other than TDS and Sonera may elect to receive
 $18.00 per share in cash for each share of Aerial common stock with respect
to all or any portion of their shares of Aerial common stock.             

Prior to making the election to receive cash in the amount of $18.00 per  
 share of Aerial common stock, Aerial stockholders should consider carefully
 the then current market value of the VoiceStream Holdings common stock that
will otherwise be received.                                               

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 The following table estimates the total value, as of the date of the Aerial
  reorganization, that you will receive for each share of Aerial common stock.
If you receive stock, the value will vary based on the value of a share of
VoiceStream Holdings common stock at the completion of the Aerial         
reorganization. Since VoiceStream common stock will be exchanged for      
   VoiceStream Holdings common stock on a one-for-one basis, the following table
shows a range of values that may be received by Aerial stockholders at    
  approximately the current price of VoiceStream common stock and prices above
and below such price. The last sale price of VoiceStream common stock on  
January 14, 2000 was $112.69. This price is subject to change.            

                                                                [Download Table]

      PRICE OF                 VALUE OF                 VALUE OF      
VOICESTREAM HOLDINGS    STOCK CONSIDERATION PER     CASH ELECTION PER 
    COMMON STOCK                 SHARE                    SHARE       
--------------------    -----------------------    -------------------
                                                                      
        $ 90                    $40.95                   $18.00       
        $100                    $45.50                   $18.00       
        $110                    $50.05                   $18.00       
        $120                    $54.60                   $18.00       
        $130                    $59.15                   $18.00       
        $140                    $63.70                   $18.00       

  You will also receive cash instead of any fractional share that results from
 the conversion of your Aerial common stock into VoiceStream Holdings common
  stock. This amount will reflect the market value of VoiceStream common stock
at the closing of the Aerial reorganization.                              

Q: HOW DO I SUBMIT MY REQUEST FOR A PARTICULAR FORM OF PAYMENT FOR MY STOCK?    

A:Omnipoint stockholders: Following the closing of the Omnipoint reorganization,
we will send you a letter of transmittal and an election form, with         
instructions for making an election as to your preference. Details of the   
election and exchange procedures are set forth in "The Omnipoint            
Reorganization -- The Omnipoint Reorganization Agreement -- Election        
 Procedure; Exchange of Certificates." If you fail to return the election form
in a timely or proper manner, you will receive cash and stock consisting of 
0.825 of a share of VoiceStream Holdings common stock and $8.00 in cash for 
each share of Omnipoint common stock that you own.                          

Aerial stockholders: Following the closing of the Aerial reorganization, we 
 will send you a letter of transmittal and an election form, with instructions
for making an election as to your preference. Details of the election and   
 exchange procedures are set forth in "The Aerial Reorganization -- The Aerial
 Reorganization Agreement -- Election Procedure; Exchange of Certificates." If
you fail to return the election form in a timely or proper manner, you will 
receive 0.455 of a share of VoiceStream Holdings common stock for each share
of Aerial common stock that you own.                                        

Q: ARE THE CLOSINGS OF THE OMNIPOINT AND AERIAL REORGANIZATIONS CONDITIONED ON  
EACH OTHER?                                                               

A:The closing of the Omnipoint reorganization is not conditioned on the closing 
of the Aerial reorganization.                                               

 The closing of the Aerial reorganization is subject to the condition that the
Omnipoint reorganization has been consummated or terminated, provided that  
this condition will be deemed satisfied if the Omnipoint reorganization has 
not been consummated or terminated by June 30, 2000 at the latest.          

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Q: WHEN SHOULD I EXPECT TO RECEIVE PAYMENT FOR MY STOCK?                        

A:VoiceStream stockholders: Your common stock will be traded as VoiceStream     
  Holdings common stock immediately upon completion of the first to occur of the
Omnipoint reorganization or the Aerial reorganization.                      

Omnipoint stockholders: If you are a record holder, following completion of 
the Omnipoint reorganization:                                               

  - You will no longer be able to trade your Omnipoint common stock.

      - We will send to all holders of Omnipoint common stock election forms
        and letters of transmittal that will allow you to make your election
and receive your VoiceStream Holdings stock and/or cash.    

  - You will not be able to trade the shares of VoiceStream Holdings
        common stock you receive in exchange for your Omnipoint common stock
until your receipt of those shares.                         

        - We anticipate a period of ten to twenty business days between the time
       you are no longer able to trade your Omnipoint common stock and the
     time you are able to commence trading of the VoiceStream Holdings
  common stock you receive. This delay is due to the time period
          required to distribute, receive and process election forms and letters
of transmittal and to mail stock certificates.              

- During this ten to twenty business day period the price of the
    VoiceStream Holdings common stock could fluctuate significantly.

If you hold your shares in street name, you should contact your broker
about your ability to trade shares of VoiceStream Holdings common stock after   
completion of the Omnipoint reorganization.                                     

Aerial stockholders:   If you are a record holder, following completion of the  
Aerial reorganization:            

- You will no longer be able to trade your Aerial common stock. 

       - We will send to all holders of Aerial common stock election forms and
        letters of transmittal that will allow you to make your election and
receive your VoiceStream Holdings stock and/or cash.        

  - You will not be able to trade the shares of VoiceStream Holdings
     common stock you receive in exchange for your Aerial common stock
until your receipt of those shares.                         

        - We anticipate a period of ten to twenty business days between the time
         you are no longer able to trade your Aerial common stock and the time
       you are able to commence trading of the VoiceStream Holdings common
       stock you receive. This delay is due to the time period required to
 distribute, receive and process election forms and letters of
transmittal and to mail stock certificates.                 

        - During this ten to twenty business day period the price of VoiceStream
Holdings common stock could fluctuate significantly.        

If you hold your shares in street name, you should contact your broker
about your ability to trade shares of VoiceStream Holdings common stock after   
completion of the Aerial reorganization.                                        

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Q: WILL I HAVE TO PAY FEDERAL INCOME TAXES ON THE PAYMENT I RECEIVE?            

A:  VoiceStream stockholders: We expect that VoiceStream's stockholders will not
 recognize gain or loss for federal income tax purposes as a result of the
Omnipoint reorganization or the Aerial reorganization.                  

Omnipoint stockholders: We expect that Omnipoint's stockholders will not  
recognize gain or loss for federal income tax purposes as a result of the 
Omnipoint reorganization to the extent they receive VoiceStream Holdings  
common stock, but that they will recognize gain on any cash they receive. 

           - Omnipoint's counsel is currently opining that the receipt of shares
           of VoiceStream Holdings common stock by Omnipoint stockholders in
    the Omnipoint reorganization will be tax free to Omnipoint
           stockholders based upon the express assumption that the Omnipoint
            merger will occur before or at the same time as the Aerial merger.

   - It is a waivable condition that prior to the closing of the
      Omnipoint reorganization, Omnipoint's counsel must deliver a
  second, confirming opinion that the receipt of shares of
            VoiceStream Holdings common stock by Omnipoint stockholders in the
Omnipoint reorganization will be tax free to Omnipoint
stockholders.                                         

          - If counsel is unable, to issue the confirming opinion prior to the
          closing of the Omnipoint reorganization, we will recirculate the
             joint proxy statement-prospectus and resolicit stockholder approval
   of the Omnipoint reorganization as a taxable transaction.

  Aerial stockholders: We expect that Aerial's stockholders will not recognize
gain or loss for federal income tax purposes as a result of the Aerial    
  reorganization to the extent they receive VoiceStream Holdings common stock,
   but that they will recognize gain on any cash they receive. The obligation of
Aerial to consummate the Aerial reorganization is conditioned on Aerial's 
   receipt of an opinion of legal counsel to the effect that the stockholders of
Aerial will not recognize any gain or loss for U.S. federal income tax    
purposes due to the Aerial reorganization except with respect to any cash 
   they receive. This condition may not be waived by the Aerial board unless the
Aerial board resolicits and obtains approval of the Aerial stockholders of
the Aerial reorganization.                                                

  Dissenting stockholders: VoiceStream and Omnipoint stockholders who exercise
dissenters' rights will recognize gain or loss for federal income tax     
purposes on any cash they receive. Aerial stockholders do not have        
dissenters' rights.                                                       

Tax matters are very complicated, and the tax consequences of the         
reorganizations to you will depend on the facts of your own situation. You
should consult your tax advisor for a full understanding of the tax       
consequences of the reorganizations to you.                               

Q: WHAT SHOULD I DO NOW?                                                        

A:You should vote your shares by completing, dating and signing your proxy card 
and mailing it in the enclosed envelope. If you prefer, you may vote by     
attending your special meeting and voting in person instead of voting by    
proxy.                                                                      

Q: IF MY STOCK IS HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY    
STOCK FOR ME?                                                             

A: Your broker will vote your stock for you only if you provide instructions to 
   your broker on how to vote. You should follow the directions provided by your
broker regarding how to instruct your broker to vote your stock. Without  
instructions, your stock will not be voted for or against any             

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proposal as to which you are entitled to vote, which will have the same   
effect as voting against such proposal.                                   

Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                                  

A: VoiceStream stockholders: No. You will not be required to exchange your      
VoiceStream common stock certificates.                                    

Omnipoint stockholders: No. Following the closing of the Omnipoint        
reorganization, we will mail written instructions to you explaining how to
exchange your Omnipoint certificates.                                     

  Aerial stockholders: No. Following the closing of the Aerial reorganization,
we will mail written instructions to you explaining how to exchange your  
Aerial certificates.                                                      

Q: WHOM SHOULD I CALL IF I HAVE QUESTIONS?                                      

A: If you have questions about the reorganizations or anything discussed in this
joint proxy statement-prospectus, you may call ChaseMellon Consulting     
Services, which is serving as the information agent for VoiceStream,      
Omnipoint and Aerial, toll-free at: 1-800-737-9864.                       

You may also call this number for information concerning the price of     
VoiceStream or VoiceStream Holdings common stock, as applicable.          

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SUMMARY 

     The following summary highlights selected information from this joint proxy
statement-prospectus concerning the Omnipoint reorganization and the Aerial     
reorganization. You should read this entire joint proxy statement-prospectus    
carefully before you vote your shares.                                          

THE COMPANIES 

VOICESTREAM WIRELESS CORPORATION                                                
3650 131st Avenue SE                                                            
Bellevue, Washington 98006                                                      
(425) 653-4600                                                                  

  VoiceStream is a leading provider of personal communications services in
the western United States. VoiceStream currently owns and operates fully digital
PCS networks in 13 major markets. VoiceStream holds 107 broadband PCS licenses. 
VoiceStream's licenses, together with licenses held by joint ventures in which  
it is an investor, cover 58% of the geography of the continental United States  
and 89 million persons.                                                         

OMNIPOINT CORPORATION                                                           
3 Bethesda Metro Center, Suite 400                                              
Bethesda, Maryland 20814                                                        
(301) 951-2500                                                                  

    Omnipoint is a leading provider of personal communications services in the
eastern United States. Omnipoint currently owns and operates fully digital PCS  
networks in five major markets. Omnipoint holds 156 broadband PCS licenses.     
Omnipoint's licenses, together with licenses held by joint ventures in which it 
is an investor, cover 16% of the geography of the continental United States and 
98 million persons. Omnipoint, through its wholly owned subsidiary, Omnipoint   
Technologies, Inc., is also a developer and supplier of wireless communications 
technologies, products and engineering services.                                

AERIAL COMMUNICATIONS, INC.                                                     
8410 West Bryn Mawr, Suite 1100                                                 
Chicago, Illinois 60631                                                         
(312) 399-4200                                                                  

   Aerial is a provider of personal communications services in several major
markets in the United States. Aerial currently owns and operates fully digital  
PCS networks in six major markets. Aerial holds six broadband PCS licenses.     
Aerial's licenses, together with licenses held by joint ventures in which it is 
an investor, cover 12% of the geography of the continental United States and 28 
million persons.                                                                

THE REORGANIZATIONS 

We have summarized below certain information describing the Omnipoint 
reorganization and the Aerial reorganization. Although the reorganizations are  
separate transactions, they are related because the future operations of        
VoiceStream Holdings will depend directly upon whether one or both of the       
reorganizations are approved. Therefore, we believe it is important for the     
stockholders of                                                                 
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VoiceStream, Omnipoint and Aerial to understand both transactions prior to      
voting at their respective special meetings.                                    

VoiceStream stockholders. You will be entitled to vote on both the    
Omnipoint reorganization and the Aerial reorganization. Accordingly, you should 
carefully read all of the information contained in this joint proxy             
statement-prospectus.                                                           

Omnipoint stockholders. You will be entitled to vote on the Omnipoint 
reorganization. Unless you are also an Aerial stockholder, you will not be      
entitled to vote on the Aerial reorganization. However, you should carefully    
read all of the information contained in this joint proxy statement-prospectus  
because if the Aerial reorganization is approved and completed, Aerial will     
become a subsidiary of VoiceStream Holdings and its operations will have a      
direct impact on the future of VoiceStream Holdings.                            

Aerial stockholders. You will be entitled to vote on the Aerial       
reorganization. Unless you are also an Omnipoint stockholder, you will not be   
entitled to vote on the Omnipoint reorganization. However, you should carefully 
read all of the information contained in this joint proxy statement-prospectus  
because if the Omnipoint reorganization is approved and completed, Omnipoint    
will become a subsidiary of VoiceStream Holdings and its operations will have a 
direct impact on the future of VoiceStream Holdings.                            

WHY WE ARE PROPOSING TO COMBINE 

VoiceStream, Omnipoint and Aerial are proposing to combine because we 
believe that the resulting company will be a strong national competitor in the  
wireless communications industry. As the wireless communications industry       
continues to grow, competition increases and new technologies emerge, we believe
a combined company will be capable of achieving better performance and will have
greater growth potential than any of the separate companies would be able to    
achieve on its own. We believe this to be true both for a combination of all    
three companies and a combination involving VoiceStream and either of Omnipoint 
or Aerial.                                                                      

With all three companies combined, our licenses and pending licenses, 
together with those of joint ventures in which we will be an investor, will     
cover 23 of the 25 largest markets in the continental United States and over 218
million people, and will serve over 1.7 million customers. We will be the       
largest company in the United States deploying technology based on the wireless 
communications standard known as Global System for Mobile Communications,       
commonly known as GSM. With only VoiceStream and Omnipoint combined, our        
licenses together with those of joint ventures in which we will be an investor, 
will cover 17 of such 25 markets and over 193 million people, and we will serve 
over 1.4 million customers. With only VoiceStream and Aerial combined, our      
licenses together with those of joint ventures in which we will be an investor, 
will cover 17 of such 25 markets and over 116 million people, and we will serve 
over 1 million customers.                                                       

REGULATORY APPROVAL 

 Completion of each of the reorganizations is subject to approval of the
FCC. We currently anticipate FCC action on all applications necessary for       
completion of the Omnipoint reorganization by the end of February 2000. We      
currently anticipate FCC action on all applications necessary for completion of 
the Aerial reorganization by the end of April 2000. The receipt of FCC approval,
however, within the times anticipated or in general, cannot be assured.         
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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION 

  VoiceStream common stock, Omnipoint common stock and Aerial common stock
are each listed on the Nasdaq Stock Market. Since the spin-off on May 3, 1999,  
VoiceStream common stock has traded under the ticker symbol "VSTR." Since its   
listing in January 1996, Omnipoint common stock has traded under the ticker     
symbol "OMPT." Aerial Common Shares are traded under the ticker symbol "AERL"   
and have been listed since April 1996. The following table sets forth, for the  
periods indicated, the range of high and low closing prices of their common     
stock.                                                                          

                                                        [Enlarge/Download Table]

                                 VOICESTREAM          OMNIPOINT           AERIAL     
                                 COMMON STOCK       COMMON STOCK       COMMON STOCK  
                              ------------------  -----------------  ----------------
                               HIGH        LOW     HIGH       LOW     HIGH      LOW  
                              -------    -------  -------    ------  ------    ------
                                                                                     
1998                                                                                 
First Quarter................     n/a        n/a  $ 29.50    $21.38  $ 9.00    $ 6.69
Second Quarter...............     n/a        n/a  $ 29.75    $18.63  $ 7.81    $ 5.94
Third Quarter................     n/a        n/a  $ 25.00    $ 7.03  $ 6.75    $ 3.44
Fourth Quarter...............     n/a        n/a  $ 11.75    $ 5.00  $ 5.88    $ 2.25

1999                                                                                 
First Quarter................     n/a        n/a  $ 16.19    $10.00  $ 7.75    $ 5.25
Second Quarter............... $ 33.06    $ 20.50  $ 29.00    $13.13  $13.50    $ 7.25
Third Quarter................ $ 68.75    $ 29.75  $ 62.19    $30.56  $29.44    $11.56
Fourth Quarter............... $142.31    $ 59.06  $120.63    $53.81  $60.88    $26.13
First Quarter 2000 through                                                           
  1/14/00.................... $126.63    $100.13  $108.25    $89.50  $54.75    $43.44

    On June 22, 1999, the last full trading day before the public announcement
of the proposed Omnipoint reorganization, the closing price of VoiceStream      
common stock was $29.38 and the closing price of Omnipoint common stock was     
$20.75. On September 17, 1999, the last full trading day before the public      
announcement of the proposed Aerial reorganization, the closing price of        
VoiceStream common stock was $56.06 and the closing price of Aerial common stock
was $20.00. On January 14, 2000, the most recent practicable date prior to the  
printing of this joint proxy statement-prospectus, the closing price was $112.69
for VoiceStream common stock, $98.00 for Omnipoint common stock and $49.19 for  
Aerial common stock. We urge you to obtain current market quotations prior to   
making any decision with respect to the reorganizations.                        

    Following the first to occur of the Omnipoint reorganization or the Aerial
reorganization, VoiceStream Holdings common stock will be traded on the Nasdaq  
Stock Market under the ticker symbol "VSTR."                                    

   VoiceStream, Omnipoint and Aerial have not historically paid dividends to
their stockholders. VoiceStream Holdings does not anticipate paying dividends in
the near future.                                                                

THE OMNIPOINT REORGANIZATION

     We have attached the Omnipoint reorganization agreement to this joint proxy
statement-prospectus as Annex A. We encourage you to read the Omnipoint         
reorganization agreement as it is the principal legal document that governs the 
Omnipoint reorganization.                                                       
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 The transactions contemplated by the Omnipoint reorganization agreement
encompass several distinct interconnected transactions:                         

- the Omnipoint merger, whereby Omnipoint will become a subsidiary of 
VoiceStream Holdings;                                             

   - the VoiceStream merger, whereby VoiceStream will become a subsidiary of
VoiceStream Holdings;                                             

- Hutchison PCS (USA)'s investment of a total of $957 million in      
VoiceStream Holdings; and                                         

- the transactions whereby in order to comply with FCC requirements,  
  Omnipoint will contribute its C and F Block PCS licenses, along with
    assets and liabilities associated with these licenses, in exchange for
49.9% membership interests in each of two joint venture entities  
   controlled by Cook Inlet Region, Inc., an Alaskan native corporation.

Separately, Sonera Corporation will invest a total of $500 million in 
VoiceStream Holdings at the time of the Omnipoint reorganization.               

  The aggregate dollar value of cash and stock to be received by Omnipoint
stockholders as a result of the Omnipoint reorganization cannot be accurately   
stated until closing. Based on the last sale price of $112.69 for VoiceStream   
common stock on January 14, 2000, the total aggregate value would be $8.0       
billion. The total value will rise or fall with increases and decreases in the  
value of VoiceStream common stock until closing.                                

VOTE REQUIRED FOR THE OMNIPOINT REORGANIZATION                                  

  VoiceStream stockholders: Eligible holders of at least two-thirds of the
outstanding shares of VoiceStream common stock must adopt, and approve the      
transactions contemplated by, the Omnipoint reorganization agreement. Directors 
and executive officers of VoiceStream, together with their affiliates,          
collectively hold rights to vote approximately 42% of the outstanding shares of 
VoiceStream. Approval of these transactions will constitute approval of the     
merger of a subsidiary of VoiceStream Holdings with and into VoiceStream.       
Stockholders collectively holding rights to vote approximately 40% of the       
outstanding shares of VoiceStream have agreed to vote in favor of these         
transactions.                                                                   

   Omnipoint stockholders: Eligible holders of a majority of the outstanding
shares of Omnipoint common stock must adopt, and approve the transactions       
contemplated by, the Omnipoint reorganization agreement. Directors and executive
officers of Omnipoint, together with their affiliates, collectively hold rights 
to vote approximately 26% of the outstanding shares of Omnipoint. Stockholders  
collectively holding rights to vote approximately 25% of the outstanding shares 
of Omnipoint have agreed to vote in favor of these transactions.                

CONDITIONS TO THE OMNIPOINT REORGANIZATION                                      

The completion of the Omnipoint reorganization depends upon meeting a 
number of conditions, including:                                                

- adoption of, and approval of the transactions contemplated by, the  
Omnipoint reorganization agreement by the stockholders of each of 
VoiceStream and Omnipoint;                                        

   - absence of any new law or any injunction that effectively prohibits the
Omnipoint reorganization;                                         

- receipt of all requisite orders and approvals of the FCC;           
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 - effectiveness of the registration statement registering the shares of
       VoiceStream Holdings' common stock to be issued pursuant to the Omnipoint
reorganization agreement;                                         

- consummation of the $957 million Hutchison PCS (USA) investments and
formation of the joint ventures with Cook Inlet;                  

  - receipt of legal opinions regarding federal income tax consequences of
the Omnipoint reorganization; and                                 

- exercise of dissenters' rights with respect to no more than 10% of  
VoiceStream shares or Omnipoint shares.                           

    Further, VoiceStream is not required to complete the proposed transaction:

   - unless it receives a legal opinion that the completion of the Omnipoint
      reorganization should not cause the spin-off of VoiceStream from Western
Wireless, which occurred on May 3, 1999, to fail to be a tax-free 
transaction to the holders of Western Wireless stock; or          

- if changes occur which prevent VoiceStream Holdings from refinancing
   Omnipoint indebtedness that will become due and payable or redeemable
       prior to its stated maturity as a result of the Omnipoint reorganization.

TERMINATION FEE IN CONNECTION WITH THE OMNIPOINT REORGANIZATION                 

The Omnipoint reorganization agreement requires Omnipoint to pay      
VoiceStream a termination fee of $70 million if the Omnipoint reorganization    
agreement terminates in any of the following circumstances:                     

     - VoiceStream terminates the Omnipoint reorganization agreement because (1)
   the Omnipoint board fails to recommend or withdraws, or modifies in a
  manner adverse to VoiceStream, its approval or recommendation of the
       Omnipoint reorganization, (2) the Omnipoint board fails to call a special
      meeting in accordance with the Omnipoint reorganization agreement or (3)
     Omnipoint materially and willfully breaches any obligation with respect
to the non-solicitation of other acquisition proposals; or        

- VoiceStream terminates the Omnipoint reorganization agreement in    
circumstances where the following three conditions are met:       

   - Omnipoint's stockholders do not approve the Omnipoint reorganization;

     - prior to Omnipoint's special meeting a third party makes a proposal for
an alternative transaction; and                                 

- within 12 months of the special meeting Omnipoint enters into an  
     agreement for an alternative transaction with that third party or any
      third party makes a tender offer for and obtains control of Omnipoint.

INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS OF VOICESTREAM AND OMNIPOINT IN   
THE OMNIPOINT REORGANIZATION                                                    

VoiceStream stockholders: In considering the recommendation of the    
VoiceStream board, you should be aware of the interests that executive officers 
and directors of VoiceStream have in the proposed transaction. See "The         
Omnipoint Reorganization -- Interests of Certain Persons in the Omnipoint       
Reorganization; VoiceStream Affiliated Persons." In determining the fairness of 
the                                                                             
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proposed transaction to stockholders of VoiceStream, the VoiceStream board took 
into account these interests. These interests are different from and in addition
to your and their interests as stockholders.                                    

    Omnipoint stockholders: In considering the recommendation of the Omnipoint
board, you should be aware of the interests that executive officers and         
directors of Omnipoint have in the proposed transaction. See "The Omnipoint     
Reorganization -- Interests of Certain Persons in the Omnipoint Reorganization; 
Omnipoint Affiliated Persons." In determining the fairness of the proposed      
transaction to stockholders of Omnipoint, the Omnipoint board took into account 
these interests. These interests are different from and in addition to your     
interests as stockholders, and may conflict with your interests as stockholders.

  The following is a summary of the interests of officers and directors of
Omnipoint that may be different from your interests:                            

     - As a result of the Omnipoint reorganization, vesting will accelerate with
    respect to stock options held by Omnipoint's executive officers, which
will result in an aggregate implied gain to these officers of     
  approximately $59 million, based on the closing price of VoiceStream
common stock on January 14, 2000.                                 

- If executive officers of Omnipoint are terminated or resign their   
     positions following the Omnipoint reorganization, these officers may be
 entitled to severance payments of approximately $3.3 million in the
aggregate (based on their current salary and bonus schedules).    

- Douglas G. Smith, Chairman, President and Chief Executive Officer of
      Omnipoint will become entitled to receive an incentive bonus of $900,000
as a result of the closing of the Omnipoint reorganization.       

   - Loans currently aggregating approximately $2.8 million in principal and
       accrued interest owed to Omnipoint by George Schmitt and Kjell Andersson,
      both Executive Vice Presidents of Omnipoint, would be forgiven under the
terms of their employment agreements following the Omnipoint      
       reorganization if their employment were to be terminated without cause or
if they resigned with good reason following the completion of the 
Omnipoint reorganization.                                         

OPINIONS OF FINANCIAL ADVISORS IN THE OMNIPOINT REORGANIZATION                  

   In deciding to approve the Omnipoint reorganization agreement, the boards
of VoiceStream and Omnipoint received opinions from their respective financial  
advisors as to the fairness of the Omnipoint reorganization consideration from a
financial point of view.                                                        

VoiceStream stockholders: VoiceStream received an opinion from its    
financial advisor, Goldman, Sachs & Co., based upon and subject to the          
assumptions, limitations and qualifications set forth in such opinion, that as  
of the date of such opinion the merger consideration to be paid by VoiceStream  
for each share of Omnipoint pursuant to the Omnipoint reorganization agreement  
was fair from a financial point of view to VoiceStream. The full text of this   
opinion, dated June 23, 1999, is attached as Annex B to this joint proxy        
statement-prospectus and should be read carefully in its entirety.              

  Omnipoint stockholders: Omnipoint received an opinion from its financial
advisor, Lehman Brothers, that the consideration to be offered to the Omnipoint 
common stockholders in the Omnipoint reorganization is fair to such             
stockholders. The full text of this opinion, dated June 23, 1999, is attached as
Annex C to this joint proxy statement-prospectus and should be read carefully in
its entirety.                                                                   
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The opinions of Goldman Sachs and Lehman Brothers are directed to the 
boards of VoiceStream and Omnipoint, respectively, and do not constitute a      
recommendation to any stockholder with respect to any matters related to the    
Omnipoint reorganization.                                                       

RECENT OMNIPOINT DEVELOPMENTS                                                   

East/West Transaction: On October 22, 1999, Omnipoint entered into an 
agreement to acquire East/West Communications, Inc., a Delaware corporation.    
East/West holds five 10MHz PCS licenses for which it was the high bidder at an  
auction conducted by the FCC. The East/West PCS licenses cover two major United 
States markets: Los Angeles, California and Washington, D.C., as well as the    
Sarasota, Florida, Reno, Nevada, and Santa Barbara, California markets,         
representing a total population of approximately 22 million persons. None of the
East/West licenses are in service.                                              

    If the East/West merger is completed, the stockholders of East/West, other
than Omnipoint which made a $3 million equity investment in East/West, will be  
entitled to receive the equivalent of 1,800,000 shares, subject to adjustment,  
of Omnipoint common stock, which includes shares payable in connection with fees
related to the East/West transaction. Each of such shares, upon completion of   
the Omnipoint reorganization, will be exchangeable for 0.825 of a share of      
VoiceStream Holdings common stock, plus $8.00 in cash. Furthermore, in order to 
comply with FCC rules, the licenses of East/West will be transferred to a joint 
venture with Cook Inlet in which we will have a 49.9% minority interest.        

    In order to accomplish the East/West transaction, VoiceStream Holdings has
agreed to issue up to 1,485,000 shares, subject to adjustment, and pay cash in  
the amount of $8.00 per share in addition to the fixed number of shares and     
fixed amount of cash set forth in the Omnipoint reorganization agreement.       

    Washington/Baltimore GSM Infrastructure Acquisition: On December 23, 1999,
Omnipoint and VoiceStream entered into a joint venture agreement for the        
purposes of acquiring the GSM network infrastructure equipment in the Baltimore,
MD and Washington, D.C. metropolitan area from Sprint PCS. In return for its    
share of the new joint venture, VoiceStream contributed to the venture          
approximately $150 million in cash, which was equivalent to the value of the    
assets being acquired, plus an additional approximately $2.5 million for        
operating expenses.                                                             

    The newly-formed joint venture entity is owned 25% by Omnipoint and 75% by
VoiceStream, will be managed by VoiceStream and will operate the system under   
the VoiceStream name. Under the agreement with Sprint PCS, the newly-formed     
joint venture entity purchased on December 28, 1999 network infrastructure. In  
connection with the acquisition of the assets, the newly formed joint venture,  
three Omnipoint subsidiaries holding FCC licenses in the Baltimore-Washington   
area as well as Sprint PCS have entered into a Special Temporary Authority      
arrangement approved by the FCC in order to temporarily operate on a portion of 
the Sprint PCS A Block license during a transition period. The completion of    
this acquisition will enable a combined VoiceStream and Omnipoint to provide    
contiguous GSM coverage in the Northeast corridor from Maine to Virginia. In    
addition to the acquisition of the Sprint assets and spectrum arrangements,     
VoiceStream and Omnipoint plan to upgrade the existing facilities and market    
services to new customers.                                                      

THE AERIAL REORGANIZATION 

  We have attached the Aerial reorganization agreement to this joint proxy
statement-prospectus as Annex D. We encourage you to read the Aerial            
reorganization agreement as it is the principal legal document that governs the 
Aerial reorganization.                                                          
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The transactions contemplated by the Aerial reorganization agreement  
encompass several interconnected transactions:                                  

     - the Aerial merger, whereby Aerial will become a subsidiary of VoiceStream
Holdings;                                                         

 - the VoiceStream merger, whereby VoiceStream, if it has not previously
done so, will become a subsidiary of VoiceStream Holdings;        

  - the $420 million TDS debt replacement, whereby on November 1, 1999 TDS
     replaced debt owed by an Aerial subsidiary with an equity investment in
Aerial; and                                                       

  - the $230 million Sonera investment in Aerial and an Aerial subsidiary,
which occurred on November 1, 1999.                               

The aggregate dollar value of cash and stock to be received by Aerial 
stockholders as a result of the Aerial reorganization cannot be accurately      
stated until the closing of the Aerial reorganization. Based on the last sale   
price of $112.69 for VoiceStream common stock on January 14, 2000, the total    
aggregate value would be $5.9 billion, assuming all Aerial stockholders select  
the Aerial stock election. The total aggregate value will rise or fall with     
increases and decreases in the value of VoiceStream common stock until the      
closing.                                                                        

VOTE REQUIRED FOR THE AERIAL REORGANIZATION                                     

     VoiceStream stockholders: Eligible holders of two-thirds of the outstanding
shares of VoiceStream common stock must adopt, and approve the transactions     
contemplated by, the Aerial reorganization agreement. Directors and executive   
officers of VoiceStream, together with their affiliates, collectively hold      
rights to vote approximately 42% of the outstanding shares of VoiceStream.      
Approval of these transactions will constitute approval of the merger of a      
subsidiary of VoiceStream Holdings with and into VoiceStream. Stockholders      
collectively holding rights to vote approximately 40% of the outstanding shares 
of VoiceStream common stock have agreed to vote in favor of these transactions. 

     Aerial stockholders: Eligible holders representing a majority of the voting
power of the outstanding Aerial Common Shares and Aerial Series A Common Shares 
voting together as a single class must adopt, and approve the transactions      
contemplated by, the Aerial reorganization agreement. Directors and executive   
officers of Aerial, together with their affiliates, collectively hold 98% of the
combined voting power of the outstanding shares of Aerial. TDS, which holds     
approximately 98% of such combined voting power, has agreed to vote "FOR"       
approval of the Aerial reorganization and the other transactions contemplated by
the Aerial reorganization agreement. Accordingly, the Aerial proposal will be   
approved regardless of the vote of other Aerial stockholders.                   

CONDITIONS TO THE AERIAL REORGANIZATION                                         

The completion of the Aerial reorganization depends upon meeting      
conditions, including:                                                          

     - adoption of, and approval of the transactions contemplated by, the Aerial
     reorganization agreement by the stockholders of each of VoiceStream and
Aerial;                                                           

   - absence of any new law or any injunction that effectively prohibits the
Aerial reorganization;                                            

- receipt of all requisite orders and approvals of the FCC;           

 - effectiveness of the registration statement registering the shares of
    VoiceStream Holdings' common stock to be issued pursuant to the Aerial
reorganization agreement;                                         
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 - consummation or termination of the Omnipoint reorganization, provided
that this condition will be deemed satisfied if the Omnipoint     
    reorganization has not been consummated or terminated by June 30, 2000
or, under certain circumstances, March 31, 2000;                  

- acquisition, repayment or amendment of Aerial debt;                 

  - receipt of legal opinions regarding federal income tax consequences of
the Aerial reorganization; and                                    

- exercise of dissenters' rights with respect to no more than 7.5% of 
VoiceStream common stock.                                         

TERMINATION FEE IN CONNECTION WITH THE AERIAL REORGANIZATION                    

     Aerial has agreed to pay VoiceStream and VoiceStream Holdings a cash amount
equal to $40 million in the event that VoiceStream or VoiceStream Holdings      
terminates the Aerial reorganization agreement due to an uncured breach,        
following 30 days written notice thereof, by Aerial of any representation,      
warranty or covenant, except for those that would not be expected to have a     
material adverse effect on Aerial or the transactions contemplated by the Aerial
reorganization agreement.                                                       

INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS OF VOICESTREAM AND AERIAL IN THE  
AERIAL REORGANIZATION                                                           

VoiceStream stockholders: In considering the recommendation of the    
VoiceStream board, you should be aware of the interests that executive officers 
and directors of VoiceStream have in the proposed transaction. See "The Aerial  
Reorganization -- Interests of Certain Persons in the Aerial Reorganization;    
VoiceStream Affiliated Persons." In determining the fairness of the proposed    
transaction to stockholders of VoiceStream, the VoiceStream board took into     
account these interests. These interests are different from and in addition to  
your and their interests as stockholders.                                       

Aerial stockholders: In considering the recommendations of the Aerial 
board, you should be aware of the interests that executive officers and         
directors of Aerial have in the proposed transaction. See "The Aerial           
Reorganization -- Interests of Certain Persons in the Aerial Reorganization;    
Aerial Affiliated Persons." Due to these interests, the Aerial board appointed a
transaction committee and a special committee to review the fairness of the     
proposed transaction. In determining the fairness of the transaction to         
stockholders of Aerial, the Aerial board, the transaction committee and the     
special committee took into account these interests. These interests are        
different from and in addition to your interests as stockholders and may        
conflict with your interests as stockholders.                                   

  The following is a summary of the interests of officers and directors of
Aerial that may be different from your interests:                               

- Directors and officers of Aerial who are officers, directors or     
   beneficial owners of shares of TDS may have an interest in the Aerial
reorganization as a result of arrangements between TDS and Aerial,
     pursuant to which TDS has an implied gain of approximately $559 million
as of January 14, 2000.                                           

   - Directors and officers of Aerial who are officers of Sonera may have an
     interest in the Aerial reorganization as a result of the investments by
    Sonera in Aerial and an Aerial subsidiary and in VoiceStream Holdings,
     pursuant to which Sonera has an aggregate implied gain of approximately
$795 million as of January 14, 2000.                              

   - Directors who are officers of Aerial may have an interest in the Aerial
    reorganization as a result of options with respect to shares of Aerial
common stock, pursuant to which such                              
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    directors and officers have an aggregate implied gain of approximately
$22.3 million as of January 14, 2000.                             

   - Directors who are officers of Aerial may have an interest in the Aerial
  reorganization as a result of restricted stock units with respect to
 shares of Aerial common stock, pursuant to which such directors and
       officers have an aggregate implied gain of approximately $12.8 million as
of January 14, 2000.                                              

   - Directors who are officers of Aerial may have an interest in the Aerial
 reorganization as a result of severance payments to which they will
     become entitled as a result of the Aerial reorganization. The aggregate
 amount of such severance payments to officers is approximately $4.3
million.                                                          

OPINIONS OF FINANCIAL ADVISORS IN THE AERIAL REORGANIZATION                     

   In deciding to approve the Aerial reorganization agreement, the boards of
VoiceStream and Aerial and the special committee of the Aerial board received   
opinions from their respective financial advisors as to the fairness of the     
Aerial reorganization consideration from a financial point of view.             

VoiceStream Stockholders: VoiceStream received an opinion from its    
financial advisor, Goldman Sachs, based upon and subject to the assumptions,    
limitations and qualifications set forth in such opinion, that as of the date of
such opinion the merger consideration to be paid by VoiceStream pursuant to the 
Aerial reorganization agreement was fair from a financial point of view to      
VoiceStream stockholders. The full text of this opinion, dated September 17,    
1999, is attached as Annex E to this joint proxy statement-prospectus and should
be read carefully in its entirety.                                              

    Aerial Stockholders: The Aerial board of directors received the opinion of
Aerial's financial advisor, Donaldson, Lufkin & Jenrette, dated September 17,   
1999, that, as of such date, and based on and subject to the assumptions,       
limitations and qualifications as set forth in the opinion, the merger          
consideration, defined as the Aerial stock election and the Aerial cash         
election, to be received by the stockholders of Aerial other than VoiceStream,  
VoiceStream Holdings and Omnipoint and any of their respective affiliates, was  
fair to Aerial's stockholders from a financial point of view. The full text of  
this opinion is attached as Annex F to this joint proxy statement-prospectus and
should be read carefully in its entirety.                                       

    The special committee of the Aerial board of directors received an opinion
from its financial advisor, Wasserstein Perella & Co., dated September 17, 1999 
that, as of the date of such opinion, and based upon and subject to the         
assumptions and limitations set forth in the opinion, the merger consideration  
provided by the Aerial reorganization agreement is fair from a financial point  
of view to Aerial's public stockholders. The full text of this opinion is       
attached as Annex G to this joint proxy statement-prospectus and should be read 
carefully in its entirety.                                                      

The opinions of Goldman Sachs, Donaldson, Lufkin & Jenrette, and      
Wasserstein Perella are directed to the VoiceStream board, the Aerial board and 
the special committee of the Aerial board, respectively, and do not constitute a
recommendation to any stockholder with respect to any matters related to the    
Aerial reorganization.                                                          
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THE INVESTMENTS 

  In connection with the reorganizations, Hutchison Telecommunications and
Hutchison PCS (USA), Sonera and TDS have agreed to make certain investments, as 
follows:                                                                        

     Hutchison Investments. At the closing of the Omnipoint reorganization, $150
million of Omnipoint securities purchased previously by Hutchison PCS (USA) will
be exchanged for shares of common stock of VoiceStream Holdings, and an         
additional $807 million will be invested by Hutchison PCS (USA) directly in     
VoiceStream Holdings for a combination of VoiceStream Holdings common stock and 
convertible preferred stock, at an equivalent price of $29.00 per common share, 
for a total investment of $957 million.                                         

 Based on the last sale price of $112.69 for VoiceStream common stock on
January 14, 2000, such investment has an implied value of $3.7 billion,         
resulting in an implied unrealized gain to Hutchison PCS (USA) of $2.8 billion  
if the Omnipoint reorganization were to have been completed on that date. This  
unrealized gain is due to an increase in the market price of VoiceStream common 
stock since the time that the pricing of the transaction was negotiated.        

    Sonera Investments. At the closing of the Omnipoint reorganization, Sonera
will invest $500 million directly in VoiceStream Holdings by purchasing shares  
of common stock at $57.00 per share.                                            

 Based on the last sale price of $112.69 for VoiceStream common stock on
January 14, 2000, such investment has an implied value of approximately $989    
million, resulting in an unrealized gain to Sonera of approximately $489 million
if the Omnipoint reorganization were to have been completed on that date. This  
unrealized gain is due primarily to an increase in the market price of          
VoiceStream common stock since the time that the pricing of such investments was
negotiated.                                                                     

     On November 1, 1999, Sonera invested $75 million in Aerial and $155 million
in an Aerial subsidiary at an equivalent price of $22.00 per share of Aerial    
common stock. Subject to the satisfaction or waiver of all conditions to the    
Aerial reorganization agreement, the shares received by Sonera in the Aerial    
subsidiary will be exchanged for shares of Aerial common stock immediately prior
to the closing of the Aerial reorganization, resulting in a total investment by 
Sonera of $230 million in Aerial.                                               

     Based on the exchange ratio of 0.455 and the last sale price of $112.69 for
VoiceStream common stock on January 14, 2000, such investment has an implied    
value of approximately $536 million, resulting in an unrealized gain to Sonera  
of approximately $306 million if the Aerial reorganization were to have been    
completed on that date. This unrealized gain is due primarily to an increase in 
the market price of VoiceStream common stock since the time that the pricing of 
such investments was negotiated.                                                

 TDS Debt Replacement. On November 1, 1999, TDS replaced $420 million of
Aerial subsidiary debt owed to TDS with equity of Aerial at $22.00 per share of 
Aerial common stock.                                                            

     Based on the exchange ratio of 0.455 and the last sale price of $112.69 for
VoiceStream common stock on January 14, 2000, such shares of Aerial common stock
have an implied value of approximately $979 million, resulting in an unrealized 
gain to TDS of approximately $559 million if the Aerial reorganization were to  
have been completed on that date. This unrealized gain is due primarily to an   
increase in the market price of VoiceStream common stock since the time that the
pricing of such transaction was negotiated.                                     
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DISSENTERS' RIGHTS OF APPRAISAL 

VoiceStream stockholders: VoiceStream common stockholders who follow  
certain statutory procedures will have the right under Washington law to demand 
payment in cash for the fair value of their VoiceStream common stock instead of 
the shares of VoiceStream Holdings common stock they would otherwise receive as 
a result of the VoiceStream merger. The VoiceStream merger will occur at the    
time of the first to occur of the Omnipoint reorganization or the Aerial        
reorganization. Since it is uncertain which reorganization will occur first, you
must vote against both reorganizations to ensure that you will be able to       
exercise your dissenters' rights of appraisal in connection with the VoiceStream
merger. Annex I contains the text of the applicable sections of Washington law. 

  Omnipoint stockholders: Omnipoint common stockholders who follow certain
statutory procedures and do not vote in favor of the Omnipoint reorganization   
agreement have appraisal rights under Delaware law that may allow them to       
receive cash in the amount of the fair market value of their Omnipoint common   
stock instead of the consideration they would otherwise receive as a result of  
the Omnipoint reorganization. Annex J contains the text of the applicable       
sections of Delaware law.                                                       

Aerial stockholders: Aerial common stockholders do not have appraisal 
rights under Delaware law in connection with the Aerial reorganization. Annex J 
contains the text of the applicable sections of Delaware law.                   
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SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL DATA

We are providing the following summary information to aid you in your 
analysis of the financial aspects of the reorganizations. We derived this       
information from the audited financial statements of VoiceStream, Omnipoint and 
Aerial as of and for each of the five years ended December 31, 1998, and the    
unaudited financial statements as of and for the nine months ended September 30,
1999. The information is only a summary and you should read it together with:   

- the unaudited pro forma condensed combined financial statements, and
accompanying notes, of VoiceStream Holdings;                      

   - the historical audited and unaudited consolidated financial statements,
and accompanying notes, of VoiceStream, Omnipoint and Aerial; and 

    - "Management's Discussion and Analysis of Financial Condition and Results
of Operations" for VoiceStream, Omnipoint and Aerial.             

  All of the above information is included in or incorporated by reference
into this joint proxy statement-prospectus. See "Where You Can Find More        
Information" for a list of the documents incorporated by reference. The         
unaudited pro forma combined data below is for illustrative purposes only. You  
should not rely on this information as being indicative of the historical       
results that would have been achieved had the companies always been combined or 
the future results that VoiceStream Holdings will experience after the          
reorganizations.                                                                

 The pro forma financial data and comparative per share data included in
this section is based on the historical consolidated balance sheets and related 
historical consolidated statements of operations of VoiceStream, Omnipoint and  
Aerial giving effect to the reorganizations using the purchase method of        
accounting, and taking into account:                                            

- the newly formed joint ventures with Cook Inlet;                    

- the $957 million Hutchison investments;                             

    - the assumed conversion and subsequent exchange of all outstanding shares
of the Omnipoint 7% Convertible Preferred;                        

- the $420 million TDS debt replacement;                              

  - the $230 million Sonera investment in Aerial and an Aerial subsidiary;

- the $500 million Sonera investment in VoiceStream Holdings;         

- the East/West merger with Omnipoint; and                            

     - the issuance by VoiceStream and VoiceStream Holdings of $1.5 billion, net
       of discount, of 10 3/8% Senior Notes due 2009 and 11 7/8% Senior Discount
Notes due 2009.                                                   
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VOICESTREAM HOLDINGS UNAUDITED PRO FORMA FINANCIAL DATA                         

    The following unaudited pro forma condensed combined balance sheet data as
of September 30, 1999, assumes that both the Omnipoint reorganization and the   
Aerial reorganization occurred on September 30, 1999 and the unaudited pro forma
condensed combined statements of operations data assumes that both the Omnipoint
reorganization and the Aerial reorganization occurred on January 1, 1998.       

For presentation of the pro forma financial aspects of each of these  
reorganizations, both individually and combined, see "Financial                 
Information -- Unaudited Pro Forma Condensed Combined Financial Statements."    

                                                        [Enlarge/Download Table]

                                                                NINE MONTHS                         
                                                                   ENDED              YEAR ENDED    
                                                             SEPTEMBER 30, 1999    DECEMBER 31, 1998
                                                             ------------------    -----------------
                                                                     (DOLLARS IN THOUSANDS)         
                                                                                                    
PRO FORMA COMBINED STATEMENTS OF OPERATIONS DATA:                                                   
Revenues:                                                                                           
  Subscriber revenues.......................................    $   558,969           $   357,039   
  Roamer revenues...........................................         27,393                16,236   
  Equipment revenues........................................        104,764                96,445   
  License fees and engineering services.....................          2,521                 4,784   
                                                                -----------           -----------   
          Total revenues....................................        693,647               474,504   
                                                                -----------           -----------   
Operating Expenses:                                                                                 
  Cost of service...........................................        197,885               212,566   
  Cost of equipment sales...................................        230,598               254,866   
  Cost of engineering services..............................          1,831                 4,168   
  Research and development..................................          1,832                16,639   
  General and administrative................................        298,975               332,427   
  Sales and marketing.......................................        287,910               261,278   
  Depreciation and amortization.............................        584,568               671,863   
  Stock based compensation..................................         59,413                         
                                                                -----------           -----------   
          Total operating expenses..........................      1,663,012             1,753,807   
                                                                -----------           -----------   
Operating loss..............................................       (969,365)           (1,279,303)  
Other income (expense):                                                                             
  Interest and financing expense, net.......................       (242,284)             (208,746)  
  Equity in net loss of unconsolidated affiliates...........        (80,409)              (97,663)  
  Gain on sale of subsidiary stock..........................         37,120                         
  Interest income and other, net............................         21,749                14,410   
                                                                -----------           -----------   
          Total other income (expense)......................       (263,824)             (291,999)  
                                                                -----------           -----------   
          Loss before income taxes..........................     (1,233,189)           (1,571,302)  
Income tax benefit (expense)................................        112,654                (2,579)  
                                                                -----------           -----------   
          Net loss..........................................    $(1,120,535)          $(1,573,881)  
                                                                ===========           ===========   
PRO FORMA COMBINED BALANCE SHEET DATA:                                                              
Current assets..............................................    $ 2,231,565                         
Property and equipment, net.................................      2,239,923                         
Licensing costs and other intangible assets, net............      9,445,886                         
Other assets................................................        246,525                         
                                                                -----------                         
          Total assets......................................    $14,163,899                         
                                                                ===========                         
Current liabilities.........................................    $   649,322                         
Long-term debt..............................................      4,650,420                         
Deferred tax liability, net.................................         18,027                         
VoiceStream Holdings Junior Preferred.......................        633,000                         
Shareholders' equity........................................      8,213,130                         
                                                                -----------                         
          Total liabilities and shareholders' equity........    $14,163,899                         
                                                                ===========                         

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SELECTED VOICESTREAM CONSOLIDATED FINANCIAL DATA                                

    The following table sets forth certain selected consolidated financial and
operating data for VoiceStream as of and for each of the five years in the      
period ended December 31, 1998 and as of and for the nine months ended September
30, 1999. Financial data as of and for each of the five years in the period     
ended December 31, 1998, were derived from VoiceStream's audited consolidated   
financial statements and notes thereto. Financial data as of and for the nine   
months ended September 30, 1999, were derived from VoiceStream's unaudited      
consolidated financial statements and notes thereto. All the data should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations of VoiceStream" and VoiceStream's consolidated        
financial statements and notes thereto, incorporated herein by reference. See   
"Where You Can Find More Information."                                          

                                                        [Enlarge/Download Table]

                                               NINE MONTHS                          YEARS ENDED DECEMBER 31,                     
                                           ENDED SEPTEMBER 30,  ---------------------------------------------------------------- 
                                                  1999             1998          1997          1996          1995         1994   
                                           -------------------  -----------   -----------   -----------   -----------   -------- 
                                               (UNAUDITED)                (DOLLARS IN THOUSANDS)                                 
                                                                                                                                 
CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                            
  DATA:                                                                                                                          
Revenues:                                                                                                                        
  Subscriber revenues....................      $   245,209      $   123,966   $    52,360   $     7,794                          
  Roamer revenues........................            6,205            3,506           227                                        
  Equipment revenues.....................           48,554           40,490        25,143         9,745                          
                                               -----------      -----------   -----------   -----------                          
      Total revenues.....................          299,968          167,962        77,730        17,539                          
                                               -----------      -----------   -----------   -----------                          
Operating expenses:                                                                                                              
  Cost of service........................           62,375           50,978        43,183        12,470                          
  Cost of equipment sales................           93,904           77,071        53,469        20,789                          
  General and administrative.............           83,938           75,343        51,678        20,209   $     3,069            
  Sales and marketing....................          134,689           85,447        59,466        31,505           339            
  Depreciation and amortization..........           96,280           83,767        66,875        14,395           269            
  Stock based compensation...............           53,935                                                                       
                                               -----------      -----------   -----------   -----------   -----------            
      Total operating expenses...........          525,121          372,606       274,671        99,368         3,677            
                                               -----------      -----------   -----------   -----------   -----------            
Operating loss...........................         (225,153)        (204,644)     (196,941)      (81,829)       (3,677)           
Other income (expense):                                                                                                          
  Interest and financing expense, net....          (58,800)         (34,118)      (57,558)       (3,607)          (40)           
  Equity in net loss of unconsolidated                                                                                           
    affiliates...........................          (34,139)         (24,120)       (9,327)         (954)          (11)           
  Interest income and other, net.........           15,055            8,616            11            40                          
                                               -----------      -----------   -----------   -----------   -----------            
      Net loss...........................      $  (303,037)     $  (254,266)  $  (263,815)  $   (86,350)  $    (3,728)           
                                               ===========      ===========   ===========   ===========   ===========            
CONSOLIDATED BALANCE SHEET DATA:                                                                                                 
Current assets...........................      $   158,695      $    59,398   $    49,945   $    59,515   $     1,684   $ 10,000 
Property and equipment, net..............          770,170          619,280       420,638       318,473        37,914        220 
Licensing cost and other intangible                                                                                              
  assets, net............................          321,412          312,040       315,653       227,997       145,728            
Other assets.............................          218,978           60,938        36,055         8,142         8,484            
                                               -----------      -----------   -----------   -----------   -----------   -------- 
      Total assets.......................      $ 1,469,255      $ 1,051,656   $   822,291   $   614,127   $   193,810   $ 10,220 
                                               ===========      ===========   ===========   ===========   ===========   ======== 
Current liabilities......................      $   185,043      $   125,026   $   126,184   $   155,769   $    25,444   $ 10,158 
Long-term debt...........................        1,165,000          540,000       300,000       143,000        13,000            
Other long-term liabilities..............                                                       173,705         7,613            
Shareholders' equity.....................          119,212          386,630       396,107       141,653       147,753         62 
                                               -----------      -----------   -----------   -----------   -----------   -------- 
      Total liabilities and shareholders'                                                                                        
        equity...........................      $ 1,469,255      $ 1,051,656   $   822,291   $   614,127   $   193,810   $ 10,220 
                                               ===========      ===========   ===========   ===========   ===========   ======== 
OTHER DATA:                                                                                                                      
Licensed population......................       62,593,000       62,593,000    62,808,000    19,488,000    14,853,000            
Covered population(1)....................       19,754,000       16,121,000    12,529,000     6,133,000                          
Subscribers/Users:                                                                                                               
  Subscribers............................          675,700          322,400       128,600        35,500                          
  Prepaid users..........................            9,300           10,400                                                      
Adjusted EBITDA(2).......................      $   (74,938)     $  (120,877)  $  (130,066)  $   (67,434)  $    (3,408)           
CASH FLOWS PROVIDED BY (USED IN):                                                                                                
Operating activities.....................      $  (107,874)     $  (112,931)  $  (198,129)  $   (81,272)  $    (4,115)  $(10,220)
Investing activities.....................      $  (440,326)     $  (253,633)  $  (370,202)  $  (342,587)  $  (145,632)  $   (220)
Financing activities.....................      $   589,009      $   374,284   $   563,254   $   429,250   $   149,770   $ 10,000 

-------------------------                                                       
(1) Represents population that is covered by our consolidated systems.          

(2) Adjusted EBITDA represents operating loss before depreciation and           
amortization and non-cash stock based compensation. Management believes 
   Adjusted EBITDA provides meaningful additional information on VoiceStream's
    operating results and on its ability to service its long-term debt and other
fixed obligations and to fund VoiceStream's continuing growth. Adjusted 
    EBITDA is considered by many financial analysts to be a meaningful indicator
   of an entity's ability to meet its future financial obligations, and growth
    in Adjusted EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless             
telecommunications. Adjusted EBITDA should not be construed as an       
alternative to operating income (loss) as determined in accordance with 
generally accepted accounting principles, referred to as GAAP, as an    
alternate to cash flows from operating activities, as determined in     
   accordance with GAAP, or as a measure of liquidity. Because Adjusted EBITDA
is not calculated in the same manner by all companies, VoiceStream's    
presentation may not be comparable to other similarly titled measures of
other companies.                                                        
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SELECTED OMNIPOINT CONSOLIDATED FINANCIAL DATA                                  

  The following table sets forth certain selected consolidated financial and
operating data for Omnipoint as of and for each of the five years ended December
31, 1998 and as of and for the nine months ended September 30, 1999. Financial  
data as of and for each of the five years ended December 31, 1998, were derived 
from Omnipoint's audited consolidated financial statements and notes thereto.   
Financial data as of and for the nine months ended September 30, 1999, were     
derived from Omnipoint's unaudited consolidated financial statements and notes  
thereto. Certain reclassifications have been made to Omnipoint's historical     
presentation to conform to VoiceStream's presentation. These reclassifications  
do not have a material impact on the results of Omnipoint's operations or       
financial position for the periods presented. All the data should be read in    
conjunction with "Management's Discussion and Analysis of Financial Condition   
and Results of Operations of Omnipoint" and Omnipoint's consolidated financial  
statements and notes thereto, incorporated herein by reference. See "Where You  
Can Find More Information".                                                     

                                                        [Enlarge/Download Table]

                                           NINE MONTHS                           YEARS ENDED DECEMBER 31,                       
                                              ENDED         ------------------------------------------------------------------- 
                                        SEPTEMBER 30, 1999     1998          1997          1996          1995          1994     
                                        ------------------  -----------   -----------   -----------   -----------   ----------- 
                                           (UNAUDITED)                  (DOLLARS IN THOUSANDS)                                  
                                                                                                                                
CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                           
  DATA:                                                                                                                         
Revenues:                                                                                                                       
  Subscriber revenues..................    $    200,607     $   127,594   $    29,448   $       269                             
  Roamer revenues......................          19,135           9,999         1,318                                           
  Equipment revenues...................          40,595          26,616        11,611           262                             
  License fees and engineering                                                                                                  
    services...........................           2,521           4,784         9,573                               $     3,000 
                                           ------------     -----------   -----------   -----------                 ----------- 
        Total revenues.................         262,858         168,993        51,950           531                       3,000 
                                           ------------     -----------   -----------   -----------                 ----------- 
Operating expenses:                                                                                                             
  Cost of service......................         103,881         120,634        45,367         3,230                             
  Cost of equipment sales..............         114,286         100,074        61,895                                           
  Cost of engineering services.........           1,831           4,168         1,073                                           
  Research and development.............           1,832          16,639        23,932        34,975   $    14,345         7,018 
  General and administrative...........         120,656         128,031        38,246        24,407                             
  Sales and marketing..................         114,422         127,211        67,129        22,733        12,619         6,290 
  Depreciation and amortization........         143,360         129,043        52,644        15,587        11,038         1,125 
  Stock based compensation.............           5,478                                                                         
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
        Total operating expenses.......         605,746         625,800       290,286       100,932        38,002        14,433 
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
Operating loss.........................        (342,888)       (456,807)     (238,336)     (100,401)      (38,002)      (11,433)
Other income (expense):                                                                                                         
  Interest and financing expense.......        (192,639)       (187,187)      (89,061)      (37,226)         (517)       (1,519)
  Equity in loss of unconsolidated                                                                                              
    affiliates.........................          (4,718)        (11,879)                                                        
  Interest income and other............           8,559           3,206        12,978        10,697           749           428 
  Gain on sale of subsidiary stock.....          37,120                                                                   3,194 
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
        Loss before extraordinary                                                                                               
          item.........................        (494,566)       (652,667)     (314,419)     (126,930)      (37,770)       (9,330)
Extraordinary loss.....................                         (11,115)       (6,591)                                          
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
        Net loss.......................    $   (494,566)    $  (663,782)  $  (321,010)  $  (126,930)  $   (37,770)  $    (9,330)
                                           ============     ===========   ===========   ===========   ===========   =========== 
CONSOLIDATED BALANCE SHEET DATA:                                                                                                
Current assets.........................    $    497,303     $   321,669   $   197,279   $   344,657   $    64,134   $     6,348 
Property and equipment, net............       1,060,078       1,013,225       579,050       186,851        18,957         3,015 
Licensing cost and other intangible                                                                                             
  assets, net..........................         726,405         711,823       995,187       751,965       391,020       347,090 
Other assets...........................          27,491          13,402         6,937       135,999           879         4,492 
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
        Total assets...................    $  2,311,277     $ 2,060,119   $ 1,778,453   $ 1,419,472   $   474,990   $   360,945 
                                           ============     ===========   ===========   ===========   ===========   =========== 
Current liabilities....................    $    417,584     $   362,969   $   289,444   $    98,342   $    65,544   $     3,253 
Long-term debt.........................       2,716,249       2,283,170     1,670,915     1,187,356       395,867       349,206 
Manditorily Redeemable Preferred                                                                                                
  stock................................                                                                    44,127        15,902 
Shareholders' equity (deficit).........        (822,556)       (586,020)     (181,906)      133,774       (30,548)       (7,416)
                                           ------------     -----------   -----------   -----------   -----------   ----------- 
        Total liabilities and                                                                                                   
          shareholders' equity                                                                                                  
          (deficit)....................    $  2,311,277     $ 2,060,119   $ 1,778,453   $ 1,419,472   $   474,990   $   360,945 
                                           ============     ===========   ===========   ===========   ===========   =========== 
OTHER DATA:                                                                                                                     
Licensed population....................     100,000,000      95,000,000    96,500,000    40,200,000    26,800,000    26,800,000 
Covered population(1)..................      46,700,000      45,600,000    16,000,000                                           
Subscribers............................         698,000         370,000       139,800                                           
Adjusted EBITDA(2).....................    $   (194,050)    $  (327,764)  $  (185,692)  $   (84,814)  $   (26,964)  $   (10,308)
CASH FLOWS PROVIDED BY (USED IN):                                                                                               
Operating activities...................    $   (404,373)    $  (422,665)  $  (217,666)  $   (64,508)  $   (19,747)  $    (7,895)
Investing activities...................    $   (185,710)    $  (563,411)  $  (441,503)  $  (290,490)  $   (43,991)  $       720 
Financing activities...................    $    646,653     $ 1,117,227   $   507,721   $   512,243   $   115,979   $      (126)

-------------------------                                                       
(1) Represents population that is covered by our consolidated, directly managed 
systems.                                                                

(2) Adjusted EBITDA represents operating loss before depreciation and           
amortization and non-cash stock based compensation. Management believes 
 Adjusted EBITDA provides meaningful additional information on Omnipoint's
    operating results and on its ability to service its long-term debt and other
    fixed obligations and to fund Omnipoint's continuing growth. Adjusted EBITDA
   is considered by many financial analysts to be a meaningful indicator of an
entity's ability to meet its future financial obligations, and growth in
 Adjusted EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless             
telecommunications. Adjusted EBITDA should not be construed as an       
alternative to operating income (loss) as determined in accordance with 
    GAAP, as an alternate to cash flows from operating activities, as determined
in accordance with GAAP, or as a measure of liquidity. Because Adjusted 
 EBITDA is not calculated in the same manner by all companies, Omnipoint's
presentation may not be comparable to other similarly titled measures of
other companies.                                                        
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SELECTED AERIAL CONSOLIDATED FINANCIAL DATA                                     

  The following table sets forth certain selected consolidated financial and
operating data for Aerial as of and for each of the five years in the period    
ended December 31, 1998 and as of and for the nine months ended September 30,   
1999. Financial data as of and for each of the five years in the period ended   
December 31, 1998, were derived from Aerial's audited consolidated financial    
statements and notes thereto. Financial data as of and for the nine months ended
September 30, 1999, were derived from Aerial's unaudited consolidated financial 
statements and notes thereto. Certain reclassifications have been made to       
Aerial's historical presentation to conform to VoiceStream's presentation. These
reclassifications do not have a material impact on the results of Aerial's      
operations or financial position for the periods presented. All the data should 
be read in conjunction with "Management's Discussion and Analysis of Financial  
Condition and Results of Operations of Aerial" and Aerial's consolidated        
financial statements and notes thereto, incorporated herein by reference. See   
"Where You Can Find More Information".                                          

                                                        [Enlarge/Download Table]

                                               NINE MONTHS                          YEARS ENDED DECEMBER 31,                     
                                                  ENDED         ---------------------------------------------------------------- 
                                            SEPTEMBER 30, 1999     1998          1997          1996          1995         1994   
                                            ------------------  -----------   -----------   -----------   -----------   -------- 
                                               (UNAUDITED)                (DOLLARS IN THOUSANDS)                                 
                                                                                                                                 
CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                            
 DATA:                                                                                                                           
Revenues:                                                                                                                        
 Subscriber revenues......................     $   139,974      $   121,160   $    32,316                                        
 Roamer revenues..........................           4,128            3,231                                                      
 Equipment revenues.......................          21,134           31,514        23,645                                        
                                               -----------      -----------   -----------                                        
       Total revenues.....................         165,236          155,905        55,961                                        
                                               -----------      -----------   -----------                                        
Operating expenses:                                                                                                              
 Cost of service..........................          50,303           57,396        23,210                                        
 Cost of equipment sales..................          39,671           87,715        71,454                                        
 General and administrative...............          99,654          139,458        95,058   $    28,843   $     4,795   $    858 
 Sales and marketing......................          54,742           67,920        38,077                                        
 Depreciation and amortization............          66,681           83,401        40,554                                        
 Development costs........................                                          5,773        15,107         2,767      1,119 
                                               -----------      -----------   -----------   -----------   -----------   -------- 
       Total operating expenses...........         311,051          435,890       274,126        43,950         7,562      1,977 
                                               -----------      -----------   -----------   -----------   -----------   -------- 
Operating loss............................        (145,815)        (279,985)     (218,165)      (43,950)       (7,562)    (1,977)
Other income (expense):                                                                                                          
 Interest and financing                                                                                                          
   expense -- affiliate...................         (52,261)         (62,137)      (21,558)       (1,960)       (1,051)       (50)
 Interest and financing                                                                                                          
   expense -- other.......................         (16,040)         (18,010)       (5,507)         (802)                         
 Equity in loss of unconsolidated                                                                                                
   affiliates.............................            (100)            (128)       (2,518)         (304)                         
 Minority share of loss...................           5,381           23,620                                                      
 Interest income and other -- affiliate...                                             95         4,488            49          2 
 Interest income and other                                                                                                       
   (expense) -- other.....................          (2,625)           1,324         2,402         1,158                          
 Gain on sale of PCS licenses.............                                                        2,582                          
                                               -----------      -----------   -----------   -----------   -----------   -------- 
       Loss before income taxes...........        (211,460)        (335,316)     (245,251)      (38,788)       (8,564)    (2,025)
Income tax benefit (expense)..............         112,654           (2,579)       (1,806)          867         2,096        742 
                                               -----------      -----------   -----------   -----------   -----------   -------- 
       Net loss...........................     $   (98,806)     $  (337,895)  $  (247,057)  $   (37,921)  $    (6,468)  $ (1,283)
                                               ===========      ===========   ===========   ===========   ===========   ======== 
CONSOLIDATED BALANCE SHEET DATA:                                                                                                 
Current assets............................     $    51,815      $    48,724   $    58,009   $   109,131   $    42,323   $    254 
Property and equipment, net...............         574,382          576,953       553,174       252,423        12,087            
Licensing costs and other intangible                                                                                             
 assets, net..............................         324,807          333,816       347,973       304,354       305,818     20,401 
Other assets..............................           2,732            1,854         1,492         6,919           216        665 
                                               -----------      -----------   -----------   -----------   -----------   -------- 
       Total assets.......................     $   953,736      $   961,347   $   960,648   $   672,827   $   360,444   $ 21,320 
                                               ===========      ===========   ===========   ===========   ===========   ======== 
Current liabilities.......................     $   149,157      $    86,124   $   109,769   $   119,326   $     9,182   $    105 
Long-term debt............................         857,362          827,953       644,673       103,743        60,238     22,659 
Deferred tax liability, net...............          18,027           16,357        13,779        11,973         9,742            
Minority interest.........................                            5,835                                                      
Shareholders' (deficit) equity............         (70,810)          25,078       192,427       437,785       281,282     (1,444)
                                               -----------      -----------   -----------   -----------   -----------   -------- 
       Total liabilities and shareholders'                                                                                       
         equity...........................     $   953,736      $   961,347   $   960,648   $   672,827   $   360,444   $ 21,320 
                                               ===========      ===========   ===========   ===========   ===========   ======== 
OTHER DATA:                                                                                                                      
Licensed population.......................      27,500,000       27,700,000    27,600,000    27,600,000    27,300,000            
Covered population(1).....................      22,232,000       22,196,000    21,367,000                                        
Subscribers...............................         363,100          311,900       125,000                                        
EBITDA(2).................................     $   (79,134)     $  (196,584)  $  (177,611)  $   (42,016)  $    (7,515)  $ (1,977)
CASH FLOWS PROVIDED BY (USED IN):                                                                                                
Operating activities......................     $   (33,379)     $  (228,801)  $  (206,863)  $   (17,781)  $       126   $ (1,564)
Investing activities......................     $   (64,665)     $   368,134   $   568,333   $   230,029   $   297,397   $ 22,009 
Financing activities......................     $   100,660      $  (139,402)  $  (391,642)  $  (177,225)  $  (297,812)  $(20,439)

-------------------------                                                       
(1) Represents population that is covered by our consolidated systems.          
(2) EBITDA represents operating loss before depreciation and amortization. While
  Aerial was a development stage enterprise, amounts related to depreciation
 during 1996 and 1995 were included in general and administrative expense.
Management believes EBITDA provides meaningful additional information on
   Aerial's operating results and on its ability to service its long-term debt
  and other fixed obligations and to fund Aerial's continuing growth. EBITDA
   is considered by many financial analysts to be a meaningful indicator of an
entity's ability to meet its future financial obligations, and growth in
   EBITDA is considered to be an indicator of future profitability, especially
   in a capital-intensive industry such as wireless telecommunications. EBITDA
should not be construed as an alternative to operating income (loss) as 
determined in accordance with GAAP, as an alternate to cash flows from  
    operating activities, as determined in accordance with GAAP, or as a measure
of liquidity. Because EBITDA is not calculated in the same manner by all
 companies. Aerial's presentation may not be comparable to other similarly
titled measures of other companies.                                     
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COMPARATIVE PER SHARE DATA                                                      

Set forth below are the net loss and book value per common share data 
presented separately for VoiceStream, Omnipoint and Aerial on a historic basis  
and for VoiceStream Holdings on a pro forma combined basis per equivalent common
share. We have provided this information only for the nine months ended         
September 30, 1999, as VoiceStream became a publicly traded entity in May 1999  
and, therefore, comparative information prior to that date would not be         
meaningful to you. Historical per share loss for Omnipoint and Aerial for the   
periods prior to this date can be found in their annual reports to stockholders.
See "Where You Can Find More Information."                                      

The exchange ratios assumed for the reorganizations are one share of  
VoiceStream Holdings common stock for each share of VoiceStream common stock;   
0.825 of a share of VoiceStream Holdings common stock for each share of         
Omnipoint common stock; and 0.455 of a share of VoiceStream Holdings common     
stock for each share of Aerial common stock. The following information should be
read in conjunction with the combined pro forma financial statements and notes  
thereto -- see "Financial Information."                                         

                                                                [Download Table]

            NET LOSS AND BOOK VALUE DATA                                 
                                                          NINE MONTHS    
                                                             ENDED       
                                                       SEPTEMBER 30, 1999
                                                       ------------------
                                                          (UNAUDITED)    
                                                                         
VoiceStream historic per common share data:                              
Net loss, basic and diluted..........................       $ (3.17)     
  Book value.........................................       $  1.24      
Omnipoint historic per common share data:                                
  Net loss, basic and diluted........................       $ (9.57)     
  Book value.........................................       $(15.30)     
Aerial historic per common share data:                                   
  Net loss, basic and diluted........................       $ (1.37)     
  Book value.........................................       $ (0.98)     
VoiceStream, Omnipoint and Aerial unaudited pro forma                    
  combined per equivalent common share data:                             
  Pro forma net loss, basic and diluted..............       $ (5.56)     
  Book value.........................................       $ 39.75      
VoiceStream and Omnipoint unaudited pro forma                            
  combined per equivalent common share data:                             
  Pro forma net loss, basic and diluted..............       $ (6.07)     
  Book value.........................................       $ 23.04      
VoiceStream and Aerial unaudited pro forma combined                      
  per equivalent common share data:                                      
  Pro forma net loss, basic and diluted..............       $ (3.53)     
  Book value.........................................       $ 34.02      

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RISK FACTORS

You should carefully consider the risk factors described below before 
voting your stock. VoiceStream Holdings will face all of these risks whether    
either or both of the reorganizations are completed.                            

WE FACE INTENSE COMPETITION FROM OTHER WIRELESS SERVICE PROVIDERS, WHICH COULD  
ADVERSELY AFFECT OUR ABILITY TO GROW OUR SUBSCRIBER BASE AND REVENUES           

   VoiceStream, Omnipoint and Aerial compete with providers of PCS, cellular
and other wireless communications services. Under the current rules of the FCC, 
up to seven PCS licensees and two cellular licensees may operate in each        
geographic area. Proposed or future rules may increase the number of licenses   
available. With so many companies targeting many of the same customers,         
competition is intense. VoiceStream, Omnipoint and Aerial compete against AT&T  
Wireless Services, Inc., Bell Atlantic Mobile Systems, Nextel Communications,   
Inc., SBC Communications, Sprint Corp. (PCS Group), US West Wireless LLC and    
Vodafone AirTouch Cellular Communications, Inc., among others. Many of these    
competitors have substantially greater financial resources than VoiceStream,    
Omnipoint or Aerial, and several operate in multiple segments of the industry.  
AT&T Wireless, Nextel and Sprint PCS operate substantially nationwide networks  
and Bell Atlantic Mobile Systems and Vodafone AirTouch, among others, through   
joint ventures and affiliation arrangements, operate or plan to operate         
substantially nationwide wireless systems throughout the continental United     
States. As a result of such competition, we cannot assure you that after either 
or both of the reorganizations, VoiceStream Holdings will be able to            
successfully attract and retain customers and grow its subscriber base and      
revenues.                                                                       

VOICESTREAM, OMNIPOINT AND AERIAL EACH HAS A LIMITED OPERATING HISTORY WITH     
SUBSTANTIAL OPERATING LOSSES AND NEGATIVE CASH FLOW AND VOICESTREAM HOLDINGS MAY
NOT BECOME PROFITABLE                                                           

    VoiceStream sustained operating losses of approximately $225.2 million for
the nine months ended September 30, 1999, and $204.6 million in fiscal 1998,    
$196.9 million in fiscal 1997 and $81.8 million in fiscal 1996. At September 30,
1999, VoiceStream had an accumulated deficit of $911.2 million and equity, net  
of accumulated deficit, of $119.2 million. Omnipoint sustained operating losses 
of approximately $342.9 million for the nine months ended September 30, 1999,   
and $456.8 million in fiscal 1998, $238.3 million in fiscal 1997 and $100.4     
million in fiscal 1996. At September 30, 1999, Omnipoint had an accumulated     
deficit of $1.7 billion and negative equity, net of accumulated deficit, of     
$822.6 million. Aerial sustained operating losses of approximately $145.8       
million for the nine months ended September 30, 1999, and $280 million in fiscal
1998, $218.2 million in fiscal 1997 and $44 million in fiscal 1996. At September
30, 1999, Aerial had an accumulated deficit of $729.6 million and negative      
equity, net of accumulated deficit, of $70.8 million.                           

  We expect to incur significant operating losses and to generate negative
cash flow from operating activities during the next several years while we      
continue to develop and construct our systems and grow our subscriber base. We  
cannot assure you that after either or both of the reorganizations we will      
achieve or sustain profitability or positive cash flow from operating activities
in the future or that we will generate sufficient cash flow to service current  
or future debt requirements.                                                    

OUR SUBSTANTIAL DEBT WILL LIMIT OUR ABILITY TO BORROW ADDITIONAL FUNDS TO       
FINANCE OUR GROWTH, CREATE FINANCIAL AND OPERATING RISKS, AND WILL MAKE US      
VULNERABLE TO INCREASES IN INTEREST RATES                                       

  After either or both of the reorganizations, we will be highly leveraged
and subject to strict financial limitations because VoiceStream, Omnipoint and  
Aerial have incurred a significant amount of debt in building their systems and 
subscriber bases. We anticipate total debt of approximately                     

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$4.8 billion. Our level of debt, and the incurrence of additional debt in the   
future, could have important consequences to you. For example, it could:        

    - make it more difficult for us to satisfy our obligations with respect to
our existing indebtedness;                                        

- require us to dedicate a substantial portion of our cash flow from  
       operations to paying principal and interest on our debt, thereby reducing
the availability of our cash flow to fund working capital, capital
expenditures, acquisitions of additional systems and other general
corporate requirements;                                           

- limit our flexibility in reacting to changes in our business and the
wireless industry generally;                                      

    - limit our ability to borrow additional funds due to applicable financial
and restrictive covenants in such indebtedness; and               

     - make us more vulnerable to increases in prevailing interest rates because
     certain of our borrowings are and will continue to be at variable rates
of interest.                                                      

WE WILL HAVE TO REPAY OMNIPOINT DEBT IF WE ARE UNABLE TO REFINANCE ON           
COMMERCIALLY REASONABLE TERMS OMNIPOINT DEBT THAT WILL MATURE OR THAT MAY HAVE  
TO BE REPURCHASED AS A RESULT OF THE OMNIPOINT REORGANIZATION                   

After the Omnipoint reorganization is completed, the holders of a     
substantial amount of Omnipoint's debt will have the right either to cause such 
debt to become due and payable prior to its stated maturity or to require       
Omnipoint to repurchase its debt. If we are unable to refinance such debt on    
commercially reasonable terms or to cause the lenders to waive their rights to  
accelerate repayment of this debt prior to the completion of the Omnipoint      
reorganization, we will have to fully repay or repurchase such debt using funds 
that we expected to use in the build out of our systems, reducing our ability to
generate operating revenues.                                                    

IF WE CANNOT RAISE SUFFICIENT FUNDS TO MEET OUR SIGNIFICANT FUTURE CAPITAL      
REQUIREMENTS, WE WILL NOT BE ABLE TO COMPETE EFFECTIVELY IN THE WIRELESS        
COMMUNICATIONS INDUSTRY                                                         

     After either or both of the reorganizations, our systems and the systems of
joint ventures in which we are, or will be, an investor will not be completely  
built out and will not have nationwide coverage. The build-out of these systems 
and the development of new systems will require significant capital             
expenditures. We plan to meet our additional capital needs for the build-out of 
our systems with the proceeds from credit facilities and other borrowings, the  
proceeds from sales of additional debt securities, the sale or issuance of      
equity securities, financing arrangements with vendors and through joint        
ventures. We cannot guarantee that we will be able to raise sufficient          
additional capital on commercially reasonable terms or at all. If we do not     
raise sufficient funds, we may delay or abandon some or all of our planned      
build-out or expenditures, which could materially limit our ability to compete  
in the wireless communications industry.                                        

THERE IS A RISK THAT OUR EXPANSION WILL BE CONSTRAINED BECAUSE OUR ABILITY TO   
EXPAND AND PROVIDE SERVICE NATIONALLY IS LIMITED BY OUR ABILITY TO OBTAIN FCC   
LICENSES                                                                        

     VoiceStream, Omnipoint and Aerial each obtained licenses for markets in the
FCC auctions or from the winning bidders or their successors, but even combined 
the three companies do not have licenses covering the entire United States. Our 
ability to expand is limited to those markets where we have obtained or can     
obtain licenses with sufficient spectrum to provide PCS service, or where we can
economically become resellers of service. Because there are a limited number of 
licenses available, and because resale agreements require mutual consent of the 
incumbent PCS license holders, there is a risk that we may not be able to obtain
the licenses we need for expansion.                                             

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WE ARE AT RISK OF LOSING COVERAGE IN CERTAIN VOICESTREAM MARKETS BECAUSE WE HAVE
ENTERED INTO JOINT VENTURES THAT WE DO NOT CONTROL IN AN ATTEMPT TO EXPAND INTO 
THOSE MARKETS                                                                   

  When implementing the PCS licensing scheme in the United States, the FCC
adopted rules that granted a narrow category of entities the right to bid for   
and own C and F Block licenses. VoiceStream did not qualify to obtain C and F   
Block licenses. In order to continue expansion of the VoiceStream system,       
VoiceStream obtained 49.9% minority ownership interests in two joint ventures   
controlled by Cook Inlet Region, Inc., each of which qualified to bid for and   
obtain licenses that VoiceStream could not directly obtain. In all markets where
the joint ventures operate we are at risk because Cook Inlet is in control and  
can choose to operate independently of VoiceStream. If the joint venture        
entities determine to operate independently our ability to compete on a national
scale may be adversely affected.                                                

WE ARE AT RISK OF LOSING COVERAGE IN CERTAIN OMNIPOINT MARKETS, AND WE WILL LOSE
THE ABILITY TO CONSOLIDATE MARKET REVENUES AND EXPENSES, BECAUSE TO COMPLY WITH 
FCC RULES OMNIPOINT MUST TRANSFER C AND F BLOCK LICENSES TO JOINT VENTURES THAT 
WE DO NOT CONTROL                                                               

  Although Omnipoint qualified to hold and operate under C and F Block PCS
licenses, VoiceStream Holdings does not qualify and therefore on completion of  
the Omnipoint reorganization cannot own or operate under C or F Block PCS       
licenses. As a result, immediately prior to the Omnipoint reorganization, the C 
and F Block PCS licenses of Omnipoint and existing rights of Omnipoint to obtain
C and F Block PCS licenses are being transferred to two new joint venture       
entities controlled by Cook Inlet Region, Inc. VoiceStream Holdings will have a 
49.9% minority interest in each of such entities. Philadelphia is among the     
Omnipoint markets that will be transferred to one of the Cook Inlet controlled  
entities and will be operated by the joint venture using the VoiceStream brand  
name.                                                                           

    In all markets where the joint ventures operate we will be at risk because
Cook Inlet is in control and can choose to operate independently. If the joint  
venture entities determine to operate independently our ability to compete on a 
national scale may be adversely affected. Also, in each such market we will     
reflect VoiceStream's net share of the revenues and expenses using the equity   
method of accounting on a single line item in VoiceStream's consolidated        
statement of operations.                                                        

OUR CURRENT AND FUTURE INVESTMENT IN EACH CURRENT JOINT VENTURE IS AT RISK      
BECAUSE WE HAVE LIMITED INVESTOR PROTECTIONS, AND WE MAY BE REQUIRED TO RELY ON 
ADDITIONAL JOINT VENTURES FOR FURTHER EXPANSION                                 

We will not have control and will maintain limited investor protection
rights after the Omnipoint reorganization in the four joint venture entities    
controlled by Cook Inlet Region, Inc. We will have substantial financial        
commitments and must rely on corresponding financial commitments to the joint   
venture entities from Cook Inlet in the markets served by these joint venture   
entities. Also, many of the systems owned by these joint venture entities have  
not been built out and the joint ventures will have substantial capital needs in
connection with such build-outs. We cannot guarantee that these joint venture   
entities will be able to raise sufficient capital, whether through bank         
borrowings or otherwise, to complete the build-out of their systems.            

   Similarly, due to the licensing restrictions discussed above, and because
of the scarcity of available PCS licenses covering United States urban markets, 
we may be required to rely on similar joint ventures that we do not control for 
expansion into new markets. We cannot assure you that we will be able to find   
acceptable joint venture partners. In the event that we do find acceptable joint
venture partners, due to our lack of control over these joint ventures, we      
cannot assure you that they will operate in a manner that increases the value of
our business.                                                                   

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WE WILL BE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION, ANY CHANGE IN WHICH COULD
AFFECT OUR BUILD-OUT PLAN OR FINANCIAL PERFORMANCE                              

The licensing, construction, operation, sale and interconnection      
arrangements of wireless telecommunications systems are regulated to varying    
degrees by the FCC and, depending on the jurisdiction, also may be regulated by 
state and local governmental bodies. There can be no assurance that either the  
FCC or such state and local agencies will not adopt regulations or take other   
actions that would adversely affect our business. We cannot assure you that     
VoiceStream, Omnipoint and Aerial will be able to obtain and retain all         
necessary governmental authorizations and permits. Failure to do so could       
negatively affect our existing operations and delay or prevent proposed         
operations.                                                                     

THE FCC AND OTHER REGULATORY AGENCIES MUST APPROVE THE REORGANIZATIONS AND COULD
DELAY OR REFUSE TO APPROVE THE REORGANIZATIONS OR IMPOSE CONDITIONS THAT COULD  
ADVERSELY AFFECT OUR BUSINESS OR FINANCIAL CONDITION                            

  The Communications Act and FCC rules require the FCC's prior approval of
the transfer of control of Omnipoint's, VoiceStream's and Aerial's PCS licenses 
to VoiceStream Holdings, as well as the assignment of Omnipoint's C and F Block 
PCS licenses to the two new Cook Inlet entities. Completion of each of the      
reorganizations is conditioned, among other factors, upon grants of the         
requisite FCC consents becoming final. A "final" FCC order is one that has not  
been stayed and is no longer subject to review by the FCC or the courts because 
the statutory period for seeking such review has expired without any request for
review or stay pending. Following the FCC's grants of consents to the           
reorganizations, we cannot assure you that there will not be any post-grant     
challenges by private parties or actions by the FCC or the courts that would    
delay or prevent finality. Though the boards of directors of the parties to each
reorganization, in the exercise of their business judgment, without seeking     
stockholder approval, may waive finality as a condition of closing, we cannot   
assure you that they will do so.                                                

     We cannot assure you that the FCC will grant the applications, that the FCC
will grant the applications without conditions, or that there will be no delay  
caused by the filing of a challenge to the transfer and assignment applications.
Conditions imposed on any licenses granted or delays in granting of the licenses
could impair the value of the licenses and reduce the value of our stock, and   
could lead to our inability to obtain financing necessary for our growth. If we 
are denied a license in a market we will not be able to operate in that market  
unless we maintain another license or acquire a new license for that market.    

THERE IS A RISK THAT WE COULD LOSE THE NEW YORK MTA LICENSE OR OTHER LICENSES AS
A RESULT OF COURT OR REGULATORY PROCEEDINGS                                     

 Omnipoint holds two licenses to operate in New York, an A Block license
covering the New York Major Trading Area, or MTA, and a D Block license covering
the New York Basic Trading Area, or BTA. Omnipoint's New York MTA A Block       
license was issued pursuant to the FCC's pioneer preference program which       
extended preferential licensing treatment to three parties that helped foster   
the development of PCS, and as a consequence contains a condition that requires 
Omnipoint to construct a PCS system that "substantially uses" the design and    
technology upon which the pioneer preference license was based. The FCC has     
never specifically defined the phrase "substantial use." Omnipoint believes, on 
the basis of prior FCC pronouncements, that its build-out plan in connection    
with the New York MTA has satisfied the "substantial use" condition and has so  
notified the FCC. None of our other licenses contains a similar condition. If we
lose the New York MTA A Block 30MHz license, we would only hold the New York BTA
D Block 10MHz license and would be required to make significant capital         
expenditures to be able to continue to operate in the New York City BTA, our    
largest market, and we would cease to have licenses in certain BTAs in the      

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New York MTA. In such event, our ability to compete in the New York market would
be adversely affected.                                                          

THERE IS A RISK THAT THE JOINT VENTURE ENTITIES IN WHICH WE HOLD INTERESTS COULD
LOSE LICENSES AS A RESULT OF COURT PROCEEDINGS                                  

    All C Block licenses held by Cook Inlet entities could be affected by U.S.
Airwaves, Inc. v FCC, which is pending in the U.S. Court of Appeals for the D.C.
Circuit. U.S. Airwaves is seeking judicial review of two orders in the FCC's    
rulemaking proceeding on payment financing for PCS licenses. Since these orders 
enabled initial C Block licensees to return licenses or modify the conditions of
payment, there is a remote threat that if the orders are reversed, affected     
licenses could be returned to the Commission for reauction.                     

     Additionally, 14 C Block licenses won by Cook Inlet/VoiceStream PCS LLC and
11 C Block licenses won by Omnipoint were issued subject to the outcome of the  
bankruptcy proceeding of the original licensee, a subsidiary of Pocket          
Communications Inc., which was conditionally granted 43 C Block licenses in     
1996. Pursuant to an FCC order, the bankruptcy debtors elected to relinquish    
certain licenses, which subsequently were reauctioned, and the bankruptcy court 
issued an order making the election effective. A secured creditor of the debtors
appealed and, as a result, the bankruptcy court stayed its order. Because the   
appeal is still pending there is uncertainty as to the referenced C Block       
licenses of the Cook Inlet entities. The district court could order the return  
of these licenses to the jurisdiction of the bankruptcy court. In the event that
these licenses are so returned, it is unlikely that the Cook Inlet entities will
be able to recoup any or all of the costs incurred by them in connection with   
the construction and development of systems related to such licenses.           

   Loss of any license by any Cook Inlet entity will reduce or eliminate our
ability to own interests in markets where the licenses are lost, thereby        
reducing our ability to compete with other national competitors.                

THERE IS A RISK THAT WE WILL LOSE LICENSES IF THEY ARE NOT RENEWED BY THE FCC   

  FCC licenses to provide PCS services are subject to renewal requirements
and to revocation at any time for cause. Omnipoint's New York MTA A Block       
license will expire in December 2004 and its other licenses will expire         
beginning in 2006. VoiceStream's and Aerial's licenses will expire beginning in 
2005. East/West's licenses will expire in 2007. We cannot assure you that the   
FCC will renew the licenses of VoiceStream, Omnipoint and Aerial. If we lose a  
license for a market we will not be able to operate in that market unless we    
maintain another license or acquire a new license for that market.              

THERE IS A RISK THAT AS A RESULT OF THE REORGANIZATIONS, VOICESTREAM MAY HAVE TO
MAKE SUBSTANTIAL TAX INDEMNITY PAYMENTS TO WESTERN WIRELESS                     

In a spin-off transaction effected on May 3, 1999, Western Wireless   
distributed its entire 80.1% interest in VoiceStream's common stock to its      
stockholders. Western Wireless will recognize gain as a result of the spin-off  
if the spin-off is considered to be part of a "prohibited plan," which is a plan
or series of related transactions pursuant to which one or more persons acquire,
directly or indirectly, 50% or more of VoiceStream's common stock. This is a    
risk because VoiceStream has agreed to indemnify Western Wireless on an         
after-tax basis for any taxes, penalties, and interest and various other        
expenses incurred by Western Wireless if it is required to recognize such gain. 

Under the Internal Revenue Code, the reorganizations and the related  
transactions, combined with Hutchison's acquisition of its existing VoiceStream 
stock within two years prior to the spin-off, will give rise to a rebuttable    
presumption that the spin-off was effected pursuant to a prohibited plan        

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and, thus, that Western Wireless recognized gain as a result of the spin-off.   
The precise standard that must be met by VoiceStream to rebut the presumption is
not presently clear. Thus, counsel is unable to opine on the issue and there is 
a risk that VoiceStream will be unable to rebut the presumption.                

    In addition, no matter what the standard is for rebutting the presumption,
there is a risk that the IRS would not agree that any facts that would be       
presented by VoiceStream would establish that the spin-off was not effected     
pursuant to a prohibited plan, and there is a risk that a court would concur    
with such an IRS position. As a result, Western Wireless would be required to   
recognize gain upon the spin-off and VoiceStream would be required to indemnify 
Western Wireless on an after-tax basis for its resulting taxes, penalties, if   
any, and interest, and various other expenses. VoiceStream estimates that the   
range of its indemnity exposure, not including penalties and interest, is from  
zero to $400 million. Thus, if VoiceStream is required to make an indemnity     
payment to Western Wireless, it could have a material adverse effect on         
VoiceStream Holdings.                                                           

CONCERNS OVER RADIO FREQUENCY EMISSIONS OR OTHER HEALTH AND SAFETY RISKS MAY    
DISCOURAGE USE OF WIRELESS SERVICES AND ADVERSELY EFFECT OUR BUSINESS           

Media reports have suggested that some radio frequency emissions from 
wireless handsets may raise various health concerns, including cancer, and may  
interfere with various electronic medical devices, including hearing aids and   
pacemakers. Concerns over radio frequency emissions may discourage the use of   
wireless handsets, which would adversely affect our business.                   

     Negative findings of studies concerning health and safety risks of wireless
handsets could have an adverse effect on the wireless industry, our business, or
the use of GSM technology. Such findings could lead to governmental regulations 
that may have an adverse effect on our business. Several states have proposed or
enacted legislation which would limit or prohibit the use and/or possession of a
mobile telephone while driving an automobile. If states adopt and strictly      
enforce such legislation, it may have an adverse effect on our business.        

OUR OPERATIONS MAY BE HARMED IF VOICESTREAM, OMNIPOINT, AERIAL OR THEIR VENDORS'
COMPUTER PROGRAMS DO NOT FUNCTION PROPERLY DURING AND AFTER THE YEAR 2000       

    VoiceStream, Omnipoint and Aerial are in the process of modifying portions
of their software so that it will function properly during and after the year   
2000. Any computer programs of VoiceStream, Omnipoint, Aerial or their vendors  
that have date-sensitive software or embedded technology may recognize a date   
containing "00" as the year 1900 rather than the year 2000. VoiceStream,        
Omnipoint and Aerial currently are remediating their critical systems to address
the year 2000 issue. Critical systems are those whose failure poses a risk of   
disruption to the ability to provide wireless services, collect revenues, meet  
safety standards, or comply with legal requirements. We expect that VoiceStream,
Omnipoint and Aerial will incur ongoing internal staff costs as well as         
consulting and other expenses related to infrastructure and facilities          
enhancements necessary to prepare their systems for the year 2000. We cannot    
assure you that the remediation of these critical systems has been completed.   

VoiceStream, Omnipoint and Aerial purchase much of their technology,  
including technology associated with their critical systems, from third parties.
VoiceStream, Omnipoint and Aerial are dependent on those third parties to assess
the impact of the year 2000 issue on the technology and services they supply and
to take any necessary corrective action. We cannot assure you that these third  
parties have taken the necessary corrective action. If these third parties did  
not take the necessary corrective action it may have an adverse effect on our   
business.                                                                       

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THERE IS A RISK THAT ONE OF THE PROPOSED REORGANIZATIONS WILL NOT OCCUR, AND THE
RESULTING COMPANY WILL BE SMALLER THAN YOU EXPECT                               

   There is a risk that one of the reorganizations will not be completed. If
only one of the reorganizations is completed, the resulting company will operate
in fewer markets and have less assets than the company that will result if both 
reorganizations are approved and completed, which could materially limit our    
ability to compete in the wireless telecommunications industry.                 

THIS JOINT PROXY STATEMENT-PROSPECTUS INCLUDES FORWARD-LOOKING STATEMENTS AND WE
CAUTION YOU NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS           

This joint proxy statement-prospectus contains statements that are not
based on historical fact, including the words "believes," "anticipates,"        
"intends," "expects" and similar words. These statements constitute             
"forward-looking statements" within the meaning of the Private Securities       
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual        
results, events or developments to be significantly different from any future   
results, events or developments expressed or implied by such forward-looking    
statements. Such factors include:                                               

- general economic and business conditions, both nationally and in the
regions in which we operate;                                      

- technology changes;                                                 

- competition;                                                        

- changes in business strategy or development plans;                  

- our high level of debt;                                             

- the ability to attract and retain qualified personnel;              

- existing governmental regulations and changes in, or the failure to 
comply with, governmental regulations;                            

- product liability and other claims asserted against us;             

- our ability and the ability of our third-party suppliers to take    
       corrective action in a timely manner with respect to the year 2000 issue;
and                                                               

- other factors referenced in this joint proxy statement-prospectus,  
 including, without limitation, factors discussed under the captions
    "Questions and Answers About the Proposed Reorganizations," "Summary,"
"Risk Factors" and "Financial Information"                        

 GIVEN THESE UNCERTAINTIES, WE CAUTION VOICESTREAM, OMNIPOINT AND AERIAL
STOCKHOLDERS NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.    

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OWNERSHIP OF VOICESTREAM HOLDINGS 
FOLLOWING EITHER OR BOTH REORGANIZATIONS

    The following table sets forth certain information with respect to the pro
forma beneficial ownership of VoiceStream Holdings taking into consideration    
three possible alternatives:                                                    

- both the Omnipoint reorganization and the Aerial reorganization are 
completed;                                                        

- only the Omnipoint reorganization is completed; and                 

- only the Aerial reorganization is completed.                        

                                                        [Enlarge/Download Table]
                                                                                                             
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
                                    BOTH THE OMNIPOINT           OMNIPOINT                     AERIAL        
                                  REORGANIZATION AND THE     REORGANIZATION                REORGANIZATION    
                               AERIAL REORGANIZATION(1)(2)         ONLY(1)                    ONLY(2)        
-------------------------------------------------------------------------------------------------------------
 VoiceStream Stockholders                 55%(3)                       70%(3)                   65%          
-------------------------------------------------------------------------------------------------------------
 Omnipoint Stockholders                    24%                         30%                       --          
-------------------------------------------------------------------------------------------------------------
 Aerial Stockholders                       21%                          --                      35%          
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------

(1) Assumes that:                                                               

   - all VoiceStream common stock will be exchanged for VoiceStream Holdings
common stock on a one-for-one basis;                              

    - each share of Omnipoint common stock will be exchanged for $8.00 in cash
and 0.825 of a share of VoiceStream Holdings common stock;        

    - all outstanding options to acquire VoiceStream common stock will convert
to VoiceStream Holdings options;                                  

  - all outstanding options and warrants to acquire Omnipoint common stock
 will convert to options or warrants to acquire VoiceStream Holdings
     common stock or warrants, with appropriate adjustments in the number of
   shares and the exercise price to reflect the Omnipoint reorganization
       exchange rate to be received by Omnipoint stockholders upon completion of
the Omnipoint reorganization; and                                 

- the closing price of VoiceStream common stock on the day immediately
  preceding the completion of the Omnipoint reorganization is $100.00.

(2) Assumes that:                                                               

   - all VoiceStream common stock will be exchanged for VoiceStream Holdings
common stock on a one-for-one basis;                              

     - all Aerial common stock will be exchanged for VoiceStream Holdings common
 stock based on an exchange ratio of 0.455 of a share of VoiceStream
Holdings common stock for each share of Aerial common stock;      

    - all outstanding options to acquire VoiceStream common stock will convert
to VoiceStream Holdings options; and                              

  - all outstanding options to acquire Aerial common stock will convert to
immediately exercisable options to purchase shares of VoiceStream 
     Holdings common stock based on an exchange ratio of 0.455 of a share of
      VoiceStream Holdings common stock for each share of Aerial common stock.

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(3) Includes the VoiceStream Holdings common stock to be issued to Hutchison PCS
(USA) arising from the $957 million Hutchison investments in VoiceStream
    Holdings, and includes the VoiceStream Holdings common stock to be issued to
Sonera arising from the $500 million Sonera investment in VoiceStream   
Holdings.                                                               

    A person or entity is considered to "beneficially own" any shares (1) over
which such person or entity exercises sole or shared voting or investment power 
or (2) which such person or entity has the right to acquire at any time within  
60 days.                                                                        

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THE OMNIPOINT REORGANIZATION

THE OMNIPOINT REORGANIZATION AGREEMENT                                          

In addition to the following summary of the Omnipoint reorganization  
agreement, you should read the entire Omnipoint reorganization agreement, which 
is attached as Annex A.                                                         

STRUCTURE OF THE OMNIPOINT REORGANIZATION                                       

  Prior to the closing of both the Omnipoint reorganization and the Aerial
reorganization, VoiceStream Holdings will own all the outstanding stock of three
newly formed subsidiaries. At the closing of the Omnipoint reorganization, if it
has not already done so, one of the newly formed subsidiaries will merge with   
and into VoiceStream and a second newly formed subsidiary will merge with and   
into Omnipoint, with VoiceStream and Omnipoint being the surviving entities. At 
the closing of the Aerial reorganization, the third subsidiary will be merged   
with and into Aerial, with Aerial being the surviving entity. See "The Aerial   
Reorganization."                                                                

CONVERSION OF VOICESTREAM COMMON STOCK TO VOICESTREAM HOLDINGS COMMON STOCK     

   At the closing of the Omnipoint reorganization, the following will occur,
if they have not already occurred as a result of the earlier closing of the     
Aerial reorganization:                                                          

     - each outstanding share of VoiceStream common stock will be converted into
one share of VoiceStream Holdings common stock; and               

    - each certificate representing shares of VoiceStream common stock will be
deemed to represent an equivalent number of shares of VoiceStream 
Holdings common stock.                                            

CONVERSION OF OMNIPOINT COMMON STOCK TO VOICESTREAM HOLDINGS COMMON STOCK       

 At the closing of the Omnipoint reorganization, each share of Omnipoint
common stock will be converted into the right to receive cash, shares of        
VoiceStream Holdings common stock or a combination of both cash and shares of   
VoiceStream Holdings common stock. Each Omnipoint stockholder will have the     
opportunity to indicate, on an election form, whether the stockholder wishes to 
make the Omnipoint standard election, the Omnipoint stock election or the       
Omnipoint cash election for each share of Omnipoint common stock held by the    
stockholder.                                                                    

Under the Omnipoint reorganization agreement, the number of shares of 
VoiceStream Holdings common stock that will be issued to holders of Omnipoint   
common stock, including Omnipoint common stock subject to issuance upon the     
conversion of the Omnipoint 7% Convertible Preferred Stock, will be a fixed     
number equal to the product of (1) 0.825 and (2) the number of Omnipoint common 
shares, outstanding or subject to issuance upon the conversion of the Omnipoint 
7% Convertible Preferred Stock.                                                 

     The amount of cash to be issued will be a fixed amount of cash equal to the
product of (1) $8.00 and (2) the number of Omnipoint common shares, outstanding 
or subject to issuance upon the conversion of the Omnipoint 7% Convertible      
Preferred Stock.                                                                

   The allocation of cash and/or shares of VoiceStream Holdings common stock
that a stockholder of Omnipoint may receive will depend on the stated           
preferences of the Omnipoint stockholders on the election forms and the         
proration procedures described below. For the purposes of the proration         
procedures, dissenting shares will be considered to have made the Omnipoint     
standard election.                                                              

- Omnipoint Standard Election.  Stockholders of Omnipoint who make the
Omnipoint standard election or who make no election, will receive, for each     
share of Omnipoint common stock for which such election is made or for which no 
election is made, (1) 0.825 of a share of VoiceStream                           

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Holdings common stock, plus (2) $8.00 in cash. The number of shares of          
VoiceStream Holdings common stock and the amount of cash to be distributed to   
Omnipoint stockholders who make the Omnipoint standard election or who make no  
election, will not be affected by the proration procedures described below.     

- Omnipoint Stock Election.  Stockholders of Omnipoint who make the   
Omnipoint stock election will be asking to receive, subject to the proration    
procedures described below, for each share of Omnipoint common stock for which  
such election is made, a number of shares of VoiceStream Holdings common stock  
equal to the sum of (1) $8.00 divided by the average closing price of a share of
VoiceStream common stock during the 15 trading days ending the business day     
prior to the date of completion of the Omnipoint reorganization and (2) 0.825.  

- Omnipoint Cash Election.  Stockholders of Omnipoint who make the    
Omnipoint cash election will be asking to receive, subject to the proration     
procedures described below, for each share of Omnipoint common stock for which  
such election is made, cash in an amount equal to the sum of (1) the average    
closing price of a share of VoiceStream common stock during the 15 trading days 
ending the business day prior to the date of completion of the Omnipoint        
reorganization multiplied by 0.825 and (2) $8.00.                               

  For example, if an Omnipoint stockholder holds 1,000 shares of Omnipoint
common stock at the effective time and the average closing price of a share of  
VoiceStream common stock during the 15 trading days ending the business day     
prior to the date of completion of the Omnipoint reorganization is $100.00, then
such stockholder would be entitled to elect to receive one of the following:    

- the Omnipoint standard election which will consist of 825 shares of 
VoiceStream Holdings common stock plus $8,000 in cash;            

    - the Omnipoint stock election which, assuming no proration or adjustment,
 will consist of 905 shares of VoiceStream Holdings common stock; or

   - the Omnipoint cash election which, assuming no proration or adjustment,
will consist of cash in the amount of $90,500.                    

PRORATION PROCEDURES                                                  

  There is a fixed number of total shares and a fixed amount of total cash
that VoiceStream Holdings will issue and pay to holders of Omnipoint common     
stock. The fixed number of shares is equal to 0.825 times the number of shares  
of Omnipoint common stock outstanding at the completion of the Omnipoint        
reorganization. The fixed amount of cash is equal to $8.00 times the number of  
shares of Omnipoint common stock outstanding at the completion of the Omnipoint 
reorganization.                                                                 

     If the number of Omnipoint stockholders making the Omnipoint stock election
shall request, in the aggregate, a number of shares which, together with the    
shares issuable to the Omnipoint stockholders making the Omnipoint standard     
election, is greater than the fixed number of shares available for issuance, the
number of shares an Omnipoint stockholder making the Omnipoint stock election   
will receive shall be cut back on a prorata basis with the other Omnipoint      
stockholders making such election, and such holder will receive an amount in    
cash equal to the value, based on the VoiceStream 15 day average price, of the  
shares that were cut back. In no event will the number of shares issued to an   
Omnipoint stockholder choosing the Omnipoint stock election be less than the    
number of shares such stockholder would have received had the stockholder chosen
the Omnipoint standard election. Similarly, in no event will the cash received  
by an Omnipoint stockholder who chooses the Omnipoint stock election exceed the 
amount of cash which such stockholder would have received under the Omnipoint   
standard election.                                                              

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     Alternatively, if the number of Omnipoint stockholders making the Omnipoint
cash election shall request, in the aggregate, an amount of cash which, together
with the cash payable to the Omnipoint stockholders making the Omnipoint        
standard election, is greater than the fixed amount of cash available for       
payment, the amount of cash an Omnipoint stockholder making the Omnipoint cash  
election shall receive will be cut back on a prorata basis with the other       
Omnipoint stockholders making such election, and such holder will receive a     
number of shares of VoiceStream Holdings common stock equal to the value, based 
on the VoiceStream 15 day average price, of the cash that was cut back. In no   
event will the amount of cash paid to an Omnipoint stockholder choosing the     
Omnipoint cash election be less than the amount of cash such stockholder would  
have received had the stockholder chosen the Omnipoint standard election, nor   
will the stock amount exceed 0.825 per share of Omnipoint common stock.         

NON-ELECTION                                                                    

    If an Omnipoint stockholder has not made a proper election by the election
deadline, he will be deemed to have made the Omnipoint standard election.       

FRACTIONAL SHARES                                                               

  No fractional shares of VoiceStream Holdings common stock will be issued
pursuant to the Omnipoint reorganization. In lieu of the issuance of any        
fractional shares of VoiceStream Holdings common stock, cash equal to the       
product of such fractional share amount and the average closing price of a share
of VoiceStream common stock during the 15 trading days ending the business day  
prior to the date of completion of the Omnipoint reorganization will be paid to 
holders in respect of a fractional share of VoiceStream Holdings common stock   
that would otherwise be issuable. Payments with respect to fractional shares may
come from the sale of the aggregate number of whole shares resulting from the   
foregoing.                                                                      

ELECTION PROCEDURE; EXCHANGE OF CERTIFICATES                                    

    Following the closing of the Omnipoint reorganization, we will send a form
of election and letter of transmittal to Omnipoint stockholders. Elections may  
be made by holders of Omnipoint common stock by delivering the form of election 
and letter of transmittal to the exchange agent, ChaseMellon Shareholder        
Services L.L.C. To be effective, a form of election and letter of transmittal   
must be properly completed, dated, signed and submitted in the return envelope  
mailed therewith to the exchange agent by the election deadline, which will be  
specified in the election form, and accompanied by (1) the certificates as to   
which the election is being made or (2) an appropriate guarantee of delivery of 
the certificates as set forth in the form of election from a firm that is a     
member of a registered national securities exchange or of the National          
Association of Securities Dealers, Inc., or a commercial bank or trust company  
having an office or correspondent in the United States, provided that such      
certificates are in fact delivered to the exchange agent within three trading   
days after the date of execution of the guarantee of delivery.                  

    Failure to deliver certificates covered by any guaranty of delivery within
three trading days after the date of execution of such guaranty of delivery will
be deemed to invalidate any otherwise properly made Omnipoint cash election or  
Omnipoint stock election and will be deemed to be an Omnipoint standard         
election. VoiceStream Holdings has the discretion, which it may delegate in     
whole or in part to the exchange agent, to determine whether any form of        
election and/or letter of transmittal has been properly completed, signed and   
submitted or revoked and to disregard immaterial defects in the form of election
or letter of transmittal. The good faith decision of VoiceStream Holdings, or,  
if so delegated, the exchange agent, in such matters will be conclusive and     
binding. Neither VoiceStream Holdings nor the exchange agent is under any       
obligation to notify any person of any defect in a form of election or letter of
transmittal submitted to the exchange agent. The exchange agent will also       

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make all computations contemplated by the Omnipoint reorganization agreement,   
and all such computations will be conclusive and binding on the holders of      
Omnipoint common stock in the absence of manifest error.                        

    An Omnipoint stockholder who does not submit a form of election and letter
of transmittal to the exchange agent prior to the election deadline, or who     
submits a form of election without the corresponding certificates or a guarantee
of delivery, will be deemed to have made the Omnipoint standard election. If any
form of election is defective in any manner such that the exchange agent cannot 
reasonably determine the election preference of the Omnipoint stockholder       
submitting such form of election, the Omnipoint stockholder will also be deemed 
to have made the Omnipoint standard election.                                   

TREATMENT OF OMNIPOINT PREFERRED STOCK                                          

   In addition to its common stock, Omnipoint has outstanding 325,000 shares
of Omnipoint 7% Convertible Preferred Stock represented by 6.5 million          
Depository Shares and 12,500 shares of Omnipoint Series A Preferred Stock.      

     Each outstanding share of Omnipoint 7% Convertible Preferred Stock that has
not been converted into Omnipoint common stock as of the closing of the         
Omnipoint reorganization will remain outstanding and will be convertible into   
VoiceStream Holdings common stock and cash in amounts equal to the Omnipoint    
standard election.                                                              

   All outstanding shares of Omnipoint Series A Preferred Stock or shares of
Omnipoint common stock issued on conversion of Omnipoint Series A Preferred     
Stock held by VoiceStream will remain outstanding after the closing of the      
Omnipoint reorganization. All outstanding shares of Omnipoint Series A Preferred
Stock or shares of Omnipoint common stock issued on conversion of the Omnipoint 
Series A Preferred Stock held by Hutchison PCS (USA) will be exchanged directly 
for VoiceStream Holdings common stock in connection with the closing of the     
Omnipoint reorganization.                                                       

 In connection with the East/West transaction, VoiceStream and Omnipoint
agreed that prior to or simultaneously with the completion of the Omnipoint     
reorganization, holders of Omnipoint's 7% Convertible Preferred Stock and Series
A Non-Voting Convertible Preferred Stock will be given the right to vote with   
respect to any and all matters presented to the stockholders of Omnipoint. The  
holders of Omnipoint's 7% Convertible Preferred Stock and Series A Non-Voting   
Convertible Preferred Stock will be entitled to vote with the holders of shares 
of Omnipoint's common stock and any other class of stock entitled to vote and   
not as a separate class. This change will be effected by means of an amendment  
to Omnipoint's charter, effected simultaneously with the Omnipoint              
reorganization, and therefore will not entitle the holders of either such series
of preferred stock to vote on the Omnipoint reorganization.                     

TREATMENT OF OMNIPOINT STOCK OPTIONS AND WARRANTS                               

On the closing of the Omnipoint reorganization, each outstanding and  
unexercised option or warrant to purchase shares of Omnipoint common stock will 
be assumed by VoiceStream Holdings and converted, as the case may be, into an   
option or warrant to purchase shares of VoiceStream Holdings common stock. The  
number of shares of VoiceStream Holdings common stock that a holder will be     
entitled to purchase upon the exercise of such new option or warrant will be    
determined by multiplying:                                                      

  - the number of shares of Omnipoint common stock subject to the original
option or warrant; and                                            

   - the sum of (1) $8.00 divided by the closing price of VoiceStream common
       stock on the last day on which such shares are traded on the Nasdaq Stock
Market immediately preceding the closing date and (2) 0.825.      

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The exercise price for such options or warrants will be equal to:     

- the exercise price under the original option or warrant divided by  

   - the sum of (1) $8.00 divided by the closing price of VoiceStream common
       stock on the last day on which such shares are traded on the Nasdaq Stock
Market immediately preceding the closing date and (2) 0.825.      

     The new option or warrant will otherwise have the same terms and conditions
in effect immediately prior to the effective date of the Omnipoint              
reorganization except to the extent that the vesting of certain options will or 
may be accelerated as a result of the Omnipoint reorganization.                 

TREATMENT OF VOICESTREAM STOCK OPTIONS AND WARRANTS                             

On the closing of the Omnipoint reorganization, each outstanding and  
unexercised option to purchase shares of VoiceStream common stock will be       
assumed by VoiceStream Holdings and converted into an option to purchase shares 
of VoiceStream Holdings common stock. The number of shares of VoiceStream       
Holdings common stock that a holder will be entitled to purchase upon the       
exercise of such new option will be equal to the number of shares of VoiceStream
common stock subject to the original option. The exercise price for such option 
will be equal to the exercise price under the original VoiceStream option. The  
new option will otherwise have the same terms and conditions in effect          
immediately prior to the date the Omnipoint reorganization becomes effective.   

VOICESTREAM HOLDINGS BOARD                                                      

VoiceStream and VoiceStream Holdings have agreed to take the necessary
corporate action so that, at the closing of the Omnipoint reorganization four   
members of the Omnipoint board, selected by Omnipoint, will join the VoiceStream
Holdings board. See "The VoiceStream Holdings Voting Agreement" for a discussion
of this agreement as well as other agreements relating to the election of the   
VoiceStream Holdings board.                                                     

COVENANTS OF VOICESTREAM AND OMNIPOINT                                          

The following summarizes covenants contained in the Omnipoint         
reorganization agreement which are set forth in detail in the Omnipoint         
reorganization agreement.                                                       

NO SOLICITATION OF ALTERNATIVE ACQUISITION TRANSACTIONS BY OMNIPOINT  

Omnipoint has agreed that it and its subsidiaries and their officers, 
directors, employees, affiliates and advisors will not directly or indirectly:  

     - take any action to solicit or encourage the submission of any alternative
acquisition proposal;                                             

- other than in the ordinary course of business and not related to an 
      alternative acquisition proposal, engage in any discussions or negotiate
       with, or provide any information or provide access to any other party who
 Omnipoint knows is considering an alternative acquisition proposal;

    - approve any transactions under the antitakeover statutes of the Delaware
   General Corporation Law or approve any person becoming an "interested
stockholder" under such statute; or                               

- enter into any agreement with respect to an alternative acquisition 
proposal.                                                         

BOARD RECOMMENDATION                                                  

     The VoiceStream board and the Omnipoint board have each agreed to recommend
to their respective stockholders the adoption of, and approval of the           
transactions contemplated by, the                                               

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Omnipoint reorganization agreement. However, the Omnipoint board may withdraw or
modify in a manner adverse to VoiceStream this recommendation if:               

- the Omnipoint board by a majority vote determines in its good faith 
      judgment that it is necessary to do so to comply with its fiduciary duty
 to stockholders under applicable law, after receiving the advice of
outside legal counsel; and                                        

- Omnipoint and its subsidiaries, officers, directors, employees,     
affiliates and advisors have substantially complied with their    
obligations under the no solicitation covenant described above.   

     The boards of Omnipoint and VoiceStream are each required to call a meeting
of their respective stockholders to vote on the Omnipoint reorganization, even  
if such board has modified or withdrawn its recommendation of the Omnipoint     
reorganization.                                                                 

CONDUCT OF OMNIPOINT'S BUSINESS PENDING THE OMNIPOINT REORGANIZATION  

The Omnipoint reorganization agreement requires Omnipoint and its     
subsidiaries, until either the closing of the Omnipoint reorganization or the   
termination of the Omnipoint reorganization agreement, to conduct their business
in the ordinary course consistent with past practice and to use their reasonable
best efforts to preserve intact their business organizations and relationships  
with third parties. In addition, Omnipoint has agreed to specific restrictions, 
subject to mutually agreed exceptions described in the Omnipoint reorganization 
agreement and the schedules thereto, pursuant to which Omnipoint may not:       

- amend its organizational documents;                                 

- amend the terms of its outstanding securities;                      

- enter into any merger, liquidation or other significant transaction;

- split, combine or reclassify its capital stock;                     

- issue or dispose of equity securities, options or other securities  
convertible into or exercisable for equity securities, except in  
  connection with the exercise or conversion of options or convertible
securities outstanding on the day of the Omnipoint reorganization 
agreement or the granting of options as permitted in the Omnipoint
reorganization agreement;                                         

- encumber or transfer any assets having a fair market value exceeding
  $5,000,000 in related transactions, or $10,000,000 in the aggregate;

    - incur or assume any indebtedness other than up to $300 million and other
indebtedness, in each case as permitted under the Omnipoint       
reorganization agreement;                                         

- make any guarantees;                                                

- make any loans, advances or capital contributions;                  

- amend the terms of any outstanding stock options;                   

- make capital expenditures;                                          

- increase termination or severance benefits;                         

    - commit to provide more than a limited amount of severance or termination
payments;                                                         

- enter into material employment or other similar agreements;         

- establish or amend any of its bonus plans or benefits;              

- increase the total compensation or benefits payable;                

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- acquire material assets;                                            

- change its accounting policies;                                     

     - enter into or amend the terms of any joint venture, partnership, or other
minority investment;                                              

- settle or propose to settle any litigation;                         

   - take any other action that would make any representation or warranty by
Omnipoint inaccurate in any material respect;                     

     - make any material tax election or enter into a settlement with respect to
any material tax liability;                                       

- incur any liens;                                                    

- enter into or amend in a material respect any material agreement; or

- enter into any agreement that would materially limit the ability of 
      Omnipoint, VoiceStream or VoiceStream Holdings to engage in the wireless
communications business or any other business.                    

CONDUCT OF VOICESTREAM'S BUSINESS PENDING THE OMNIPOINT REORGANIZATION

VoiceStream also has agreed to restrictions on it and its subsidiaries
until either the closing of the Omnipoint reorganization or the termination of  
the Omnipoint reorganization agreement. Among other things, these restrictions  
may affect VoiceStream's ability to:                                            

- amend its organizational documents;                                 

- amend the terms of its outstanding securities;                      

- split, combine or reclassify its capital stock;                     

- change its accounting policies;                                     

- take any action that would impair or materially delay the ability of
      Omnipoint or VoiceStream to complete the Omnipoint reorganization or the
other transactions contemplated by the Omnipoint reorganization   
agreement; or                                                     

     - enter into a new line of business that is material to VoiceStream and not
strategically related to its business.                            

The Omnipoint reorganization agreement provides that, notwithstanding 
anything to the contrary, VoiceStream Holdings may enter into a subsequent      
transaction provided that such subsequent transaction would not reasonably be   
expected to prevent, impair or materially delay the transactions between        
VoiceStream, VoiceStream Holdings and Omnipoint. A subsequent transaction is    
defined in the Omnipoint reorganization agreement as any transaction whereby    
VoiceStream or its subsidiaries:                                                

     - would acquire control or make an investment in any entity in the business
of providing wireless communication services;                     

- would issue equity or debt in connection with such an acquisition or
otherwise;                                                        

   - would enter into a strategic alliance or other commercial relationship;
or                                                                

   - would be acting in the ordinary course of business consistent with past
practices;                                                        

provided, that in the case of the first three bullet points listed above,       
VoiceStream Holdings must receive an opinion from a national investment bank    
that the subsequent transaction is fair to                                      

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VoiceStream Holdings stockholders or, if applicable, VoiceStream Holdings. The  
Aerial reorganization qualifies as a subsequent transaction under the Omnipoint 
reorganization agreement.                                                       

BEST EFFORTS TO COMPLETE OMNIPOINT REORGANIZATION                     

    VoiceStream and Omnipoint have agreed to cooperate with each other and use
their best efforts to take all actions and do all things necessary or advisable 
under the Omnipoint reorganization agreement and applicable laws to complete the
Omnipoint reorganization and the other transactions contemplated by the         
Omnipoint reorganization agreement.                                             

EMPLOYEE BENEFITS MATTERS                                             

    The Omnipoint reorganization agreement provides that VoiceStream Holdings,
itself or through its subsidiaries, will honor all obligations under Omnipoint's
various employee plans and benefit arrangements in effect as of the closing of  
the Omnipoint reorganization and provide a level of employee benefits and       
aggregate compensation that is substantially comparable in the aggregate with   
that provided by Omnipoint until December 31, 2001. To the extent any employees 
of Omnipoint are included in any VoiceStream Holdings employee benefit plan or  
benefit arrangements, such employees will be vested in these plans to the same  
extent as they are vested in the comparable Omnipoint plans. Notwithstanding the
foregoing, VoiceStream Holdings is not obligated to continue any specific plan  
or benefit arrangement, so long as any changes in any such plan or arrangement  
are permitted by applicable law.                                                

  INDEMNIFICATION AND INSURANCE OF VOICESTREAM AND OMNIPOINT DIRECTORS AND
OFFICERS                                                                        

VoiceStream Holdings has agreed that:                                 

- VoiceStream Holdings will indemnify former Omnipoint and VoiceStream
    directors and officers for liabilities from their acts or omissions in
those capacities occurring prior to the closing of the Omnipoint  
       reorganization to the extent provided under Omnipoint's or VoiceStream's,
  as applicable, charter and bylaws as in effect on June 23, 1999; and

    - For six years after closing, VoiceStream Holdings will provide officers'
     and directors' liability insurance covering acts or omissions occurring
 prior to closing by each person currently covered by Omnipoint's or
VoiceStream's, as applicable, officers' and directors' liability  
insurance policy; provided, that this policy must be at least as  
 favorable as the Omnipoint or VoiceStream, as applicable, policy in
    effect on June 23, 1999, except that VoiceStream Holdings will only be
    obligated to pay up to 200% of the annual premium paid by Omnipoint or
 VoiceStream, as applicable, for such insurance as of June 23, 1999.

REPRESENTATIONS AND WARRANTIES OF VOICESTREAM, VOICESTREAM HOLDINGS AND         
OMNIPOINT                                                                       

  The Omnipoint reorganization agreement contains substantially reciprocal
representations and warranties made by VoiceStream Holdings and VoiceStream, on 
the one hand, and Omnipoint on the other. The most significant of these relate  
to:                                                                             

- corporate existence and power;                                      

  - corporate authorization to enter into the transactions provided for in
  the Omnipoint reorganization agreement and authorization, execution,
       delivery and enforceability of the Omnipoint reorganization agreement and
related matters;                                                  

- required governmental approvals;                                    

- validity and sufficiency of FCC licenses and FCC requirements;      

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 - absence of conflicts with organizational documents, applicable law or
material agreements;                                              

- capitalization;                                                     

- ownership of subsidiaries and minority investments;                 

- accuracy of filings with the SEC;                                   

- accuracy of financial statements;                                   

- absence of material changes since a specified balance sheet date;   

- absence of undisclosed material liabilities;                        

- litigation;                                                         

- tax matters;                                                        

- employee and employee benefits matters;                             

- compliance with laws and court orders;                              

- intellectual property;                                              

- material contracts;                                                 

 - the opinions received from financial advisors regarding the Omnipoint
reorganization;                                                   

- finders' or advisors' fees; and                                     

- environmental matters.                                              

In addition, Omnipoint has represented and warranted to VoiceStream   
Holdings and VoiceStream that the Delaware anti-takeover statute does not apply.

The representations and warranties in the Omnipoint reorganization    
agreement will not survive the closing or termination of the Omnipoint          
reorganization agreement.                                                       

CONDITIONS TO THE COMPLETION OF THE OMNIPOINT REORGANIZATION                    

MUTUAL CLOSING CONDITIONS                                             

   The obligations of VoiceStream Holdings and VoiceStream, on the one hand,
and Omnipoint, on the other hand, to complete the transactions provided for in  
the Omnipoint reorganization agreement are subject to the satisfaction or waiver
of the following conditions.                                                    

The following are non-waivable conditions:                            

 - receipt of all necessary approvals from the VoiceStream and Omnipoint
stockholders;                                                     

  - expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976;                                         

- absence of legal prohibition on completion of the Omnipoint         
    reorganization or the other transactions provided for in the Omnipoint
reorganization agreement;                                         

 - effectiveness of VoiceStream Holdings' registration statement on Form
S-4;                                                              

- approval for listing on the Nasdaq Stock Market of the shares of    
VoiceStream Holdings common stock to be issued in the Omnipoint   
reorganization; and                                               

- receipt of all requisite orders and approvals of the FCC.           

  The parties have determined that the condition of receipt of opinions of
counsel that the Omnipoint reorganization will qualify as a tax-free            
transaction, except with respect to any cash                                    

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received, will not be waived by the boards of VoiceStream Holdings and          
VoiceStream, on the one hand, or Omnipoint, on the other hand, unless the       
stockholders as to whom the transaction is not tax free are resolicited and     
approve such waiver.                                                            

The following conditions may be waived by the boards of VoiceStream   
Holdings and VoiceStream, on the one hand, and Omnipoint, on the other hand, in 
the exercise of their business judgment without seeking stockholder approval:   

- finality of all requisite orders and approvals of the FCC;          

- effectiveness of all governmental consents without limitations,     
      restrictions or obligations that would have a material adverse effect on
the business operations of VoiceStream or Omnipoint;              

- consummation of the $957 million Hutchison investments at closing;  

     - consummation of the formation of the joint ventures with Cook Inlet prior
to closing;                                                       

    - accuracy as of closing of the representations and warranties made by the
parties to the extent specified in the Omnipoint reorganization   
agreement; and                                                    

    - performance in all material respects by the parties of their obligations
required to be performed at or prior to closing.                  

ADDITIONAL VOICESTREAM CONDITIONS                                     

   VoiceStream's obligation to complete the transactions provided for in the
Omnipoint reorganization agreement is additionally conditioned upon the         
following:                                                                      

- its receipt of a legal opinion that the Omnipoint reorganization    
agreement and the transactions contemplated by the Omnipoint      
    reorganization agreement should not cause the spin-off of VoiceStream,
    which occurred on May 3, 1999, to fail to be a tax-free transaction to
the stockholders of Western Wireless; and                         

- fewer than 10% of VoiceStream stockholders or Omnipoint stockholders
electing dissenters' rights.                                      

Further, VoiceStream is not required to close the transaction if (1) a
change shall occur in the United States financial, political, or economic       
conditions which would materially and adversely affect the ability of           
VoiceStream and Omnipoint to restructure or refinance the indebtedness of       
Omnipoint on such terms as would not have a material adverse effect on          
VoiceStream Holdings after the closing, and (2) more than $200 million of       
Omnipoint indebtedness either becomes due and payable prior to its stated       
maturity or is required to be redeemed or repurchased prior to its stated       
maturity.                                                                       

The preceding conditions may be waived by the VoiceStream board in the
exercise of its business judgment without seeking stockholder approval.         

TERMINATION OF THE OMNIPOINT REORGANIZATION AGREEMENT                           

RIGHT TO TERMINATE                                                    

VoiceStream or Omnipoint may terminate the Omnipoint reorganization   
agreement at any time prior to the closing in any of the following ways:        

- by mutual written consent of VoiceStream and Omnipoint;             

- by either VoiceStream or Omnipoint if:                              

      - the Omnipoint reorganization has not been consummated by March 31, 2000,
      which may under some circumstances be extended to June 30, 2000 unless
the terminating party has                                       

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    failed to fulfill its obligations under the Omnipoint reorganization
       agreement that resulted in the failure to timely complete the Omnipoint
reorganization; or                                              

- there is a permanent legal prohibition to closing the Omnipoint   
reorganization;                                                 

- by VoiceStream if:                                                  

   - the Omnipoint board fails to recommend, or withdraws or modifies in a
    manner adverse to VoiceStream, its approval or recommendation of the
 Omnipoint reorganization, or fails to call the Omnipoint meeting;

   - Omnipoint stockholders fail to give the necessary approvals at a duly
held meeting;                                                   

      - Omnipoint willfully and materially breaches the no solicitation covenant
of the Omnipoint reorganization agreement;                      

   - Omnipoint shall be incapable of satisfying, in all material respects,
its obligations under the Omnipoint reorganization agreement; or

  - Omnipoint breaches any representation or warranty that would cause a
       representation or warranty to be incapable of being true and correct at
and as of the closing; and                                      

- by Omnipoint if:                                                    

     - the VoiceStream board fails to recommend, or withdraws or modifies in a
  manner adverse to Omnipoint, its approval or recommendation of the
  Omnipoint reorganization or fails to call the VoiceStream meeting;

     - VoiceStream shall be incapable of satisfying, in all material respects,
its obligations under the Omnipoint reorganization agreement; or

    - VoiceStream breaches any representation or warranty that would cause a
       representation or warranty to be incapable of being true and correct at
and as of the closing.                                          

 If the Omnipoint reorganization agreement is terminated, it will become
void without any liability on the part of any party unless that party is in     
willful breach of the Omnipoint reorganization agreement. However, the          
provisions of the Omnipoint reorganization agreement relating to expenses and   
termination fees, as well as the confidentiality agreement, will continue in    
effect notwithstanding termination of the Omnipoint reorganization agreement.   

TERMINATION FEE PAYABLE BY OMNIPOINT                                  

    Omnipoint has agreed to pay VoiceStream a cash amount equal to $70 million
in any of the following circumstances:                                          

     - VoiceStream terminates the Omnipoint reorganization agreement because (1)
   the Omnipoint board fails to recommend or withdraws, or modifies in a
  manner adverse to VoiceStream, its approval or recommendation of the
       Omnipoint reorganization, (2) the Omnipoint board fails to call a special
      meeting in accordance with the Omnipoint reorganization agreement or (3)
     Omnipoint materially and willfully breaches any obligation with respect
to the non-solicitation of other acquisition proposals; or        

- VoiceStream terminates the Omnipoint reorganization agreement in    
circumstances where the following three conditions are met:       

   - Omnipoint's stockholders do not approve the Omnipoint reorganization;

     - prior to Omnipoint's special meeting a third party makes a proposal for
an alternative transaction; and                                 

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- within 12 months of the special meeting Omnipoint enters into an  
     agreement for an alternative transaction with that third party or any
      third party makes a tender offer for and obtains control of Omnipoint.

BACKGROUND OF THE OMNIPOINT REORGANIZATION                                      

On September 28, 1998, Douglas Smith met with John Stanton to discuss 
developing trends in the telecommunications industry, consolidation in the GSM  
market and ways in which VoiceStream and Omnipoint could cooperate              
strategically. Mr. Smith advised Mr. Stanton that Omnipoint was looking to raise
additional equity. A discussion ensued concerning the possibility of            
VoiceStream, or its affiliates, making an investment in Omnipoint. Mr. Smith    
also met with other members of VoiceStream and Western Wireless management. At  
the end of the meeting, they agreed to continue discussions.                    

  Over the next several weeks, VoiceStream and Omnipoint senior management
each independently began their internal analyses of possible transactions       
between the companies.                                                          

 On October 7, 1998, VoiceStream retained Goldman Sachs as its financial
advisor.                                                                        

On October 7, 1998, Omnipoint publicly announced that it had been in  
discussions over the prior several weeks with potential strategic investors.    
Throughout this period until an agreement in principle was reached with         
VoiceStream in June 1999, discussions between Omnipoint and other potential     
strategic investors continued.                                                  

 On October 14, 1998, Western Wireless, on behalf of itself and its then
affiliate, VoiceStream, and Omnipoint entered into a mutual non-disclosure      
agreement.                                                                      

On October 28, 1998, Omnipoint retained Lehman Brothers as a financial
advisor concerning an investment in or sale of the company.                     

    On November 10, 1998, Mr. Stanton and other representatives of VoiceStream
met with Mr. Smith and other representatives of Omnipoint, and discussed        
Omnipoint's financial requirements and a possible transaction with VoiceStream. 

On November 13, 1998, VoiceStream sent a draft term sheet to Omnipoint
describing a possible transaction involving an initial investment by VoiceStream
in Omnipoint as well as other terms.                                            

     On November 17, 1998, representatives of VoiceStream and representatives of
Omnipoint discussed the term sheet sent by VoiceStream to Omnipoint.            

On November 30, 1998, Omnipoint responded by sending to VoiceStream an
alternative term sheet.                                                         

On December 2, 1998, Mr. Stanton met with Canning Fok, a director of  
VoiceStream and a senior executive of Hutchison, to discuss the possible        
VoiceStream transaction with Omnipoint, and an investment by Hutchison in       
connection with such transaction.                                               

     On December 3, 1998, representatives of VoiceStream, including Mr. Stanton,
and representatives of Omnipoint, including Mr. Smith, met to discuss the two   
term sheets. In addition to differences between the parties with respect to     
structure, the parties also discussed differences with respect to the valuations
ascribed to the respective companies.                                           

From December 8, 1998 until December 29, 1998 representatives of      
VoiceStream and Omnipoint, together with their investment bankers, had a series 
of meetings and discussions with respect to valuation and alternative           
structures.                                                                     

     On December 31, 1998, VoiceStream sent a proposal to Omnipoint regarding an
investment by VoiceStream in Omnipoint.                                         

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  On January 25, 1999, Omnipoint sent to VoiceStream a counter proposal on
the respective valuations of Omnipoint and VoiceStream.                         

     On January 28, 1999, representatives of VoiceStream, including Mr. Stanton,
and representatives of Omnipoint, including Mr. Smith, discussed valuation. No  
agreements were reached concerning valuation and the parties were at an impasse.

     On February 12, 1999, Omnipoint and Cook Inlet each filed an application to
bid in the PCS reauction. VoiceStream also filed an application but did not make
an upfront payment and thus did not participate in the re-auction. Between the  
time their applications were filed on February 12, 1999 and May 5, 1999, in     
accordance with FCC rules, there were no communications between Omnipoint and   
Cook Inlet or between Omnipoint and VoiceStream.                                

  During the period February 12 through June 7, 1999, Omnipoint engaged in
active discussions with multiple potential strategic investors and exchanged    
term sheets with a number of them.                                              

  On April 26, 1999, representatives of VoiceStream and representatives of
Hutchison held meetings to discuss Hutchison's possible investment in           
VoiceStream in connection with a possible deal with Omnipoint.                  

In late April of 1999, VoiceStream advised Cook Inlet of VoiceStream's
interest in exploring a possible transaction with Omnipoint and inquired as to  
Cook Inlet's interest in working with VoiceStream on a joint venture to acquire 
the C and F Block licenses of Omnipoint. Cook Inlet replied affirmatively,      
leading to ongoing discussions as to structure.                                 

    On May 5, 1999, restrictions on discussions expired. During the subsequent
weeks, representatives of VoiceStream and Omnipoint resumed discussions as did  
Mr. Stanton and Mr. Smith concerning a possible investment by VoiceStream into  
Omnipoint as well as a possible merger.                                         

 On May 7, 1999, representatives of VoiceStream and Omnipoint, including
Messrs. Stanton and Smith met and discussed alternative transactions including  
an investment by VoiceStream in Omnipoint and a merger of VoiceStream and       
Omnipoint.                                                                      

On May 26 and 27, 1999, meetings took place among representatives of  
VoiceStream and Hutchison regarding the possible transaction with Omnipoint,    
including the investment by Hutchison in VoiceStream and the possible merger of 
VoiceStream with Omnipoint.                                                     

On May 27, 1999, VoiceStream sent a merger proposal to Omnipoint. The 
Omnipoint board, which held a regularly scheduled meeting later that day, agreed
to continue discussions with VoiceStream. In the days after the merger proposal 
was sent, numerous calls among the parties took place regarding the proposal.   

On June 2, 1999, representatives of VoiceStream and Omnipoint met to  
discuss the status of the merger discussions and the relevant significant       
issues.                                                                         

    On June 7, 1999, the VoiceStream board held a regularly scheduled meeting.
Among other matters, the board discussed the possible transactions.             

On June 8, 1999, a series of phone calls among representatives of     
VoiceStream and Omnipoint took place during which time the parties agreed to    
merger pricing subject to approval of their respective boards.                  

 During the period of June 12 through signing on June 23, 1999, numerous
meetings and phone conversations took place among representatives of VoiceStream
and Omnipoint in connection with the preparation, negotiation and finalization  
of reorganization documents. Similarly, meetings and phone conversations took   
place among representatives of VoiceStream and Hutchison in connection with the 
preparation, negotiation and execution of documents associated with the $957    
million Hutchison                                                               

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investments, and among representatives of VoiceStream, Omnipoint and Cook Inlet 
in connection with preparation, negotiation and execution of documents          
associated with the formation of joint ventures with Cook Inlet. Cook Inlet's   
board approved the principal terms of the transactions on June 12, 1999.        

    On June 21, 1999, VoiceStream held a meeting of its board. At such meeting
Mr. Stanton reviewed the strategic rationale for the proposed merger and members
of senior management presented further details. Goldman Sachs presented an      
analysis of the proposed transaction. A lengthy discussion ensued.              

     On June 21, 1999, Omnipoint held a meeting of its board by phone. Attorneys
from Piper Marbury Rudnick & Wolfe LLP, formerly Piper & Marbury L.L.P., and    
representatives from Lehman Brothers were also present at this meeting. Lehman  
Brothers presented an analysis of the proposed transaction and delivered its    
opinion concerning the fairness of the proposed transaction from a financial    
point of view. The board reviewed the strategic rationale for, and had a lengthy
discussion concerning, the proposed transaction.                                

On June 22, 1999, the VoiceStream board held a meeting. Goldman Sachs 
delivered an oral opinion that, as of June 22, 1999, the merger consideration to
be paid by VoiceStream pursuant to the Omnipoint reorganization agreement was   
fair from a financial point of view to VoiceStream. After a discussion, the     
board approved the proposed merger and the execution and delivery of the        
Omnipoint reorganization agreement, and the transactions contemplated thereby,  
including the $957 million Hutchison investments and the formation of joint     
ventures with Cook Inlet.                                                       

     On June 23, 1999, the Omnipoint board approved the Omnipoint reorganization
and received copies of Lehman Brother's written fairness opinion, meetings with 
counsel for all parties continued, and the parties executed the Omnipoint       
reorganization agreement.                                                       

RECOMMENDATIONS OF THE VOICESTREAM BOARD; REASONS FOR THE OMNIPOINT             
REORGANIZATION                                                                  

 The VoiceStream board considered a merger with or investment in another
company to create a company that would be a stronger competitor in the rapidly  
expanding telecommunications industry. The VoiceStream board believes that      
combining VoiceStream's and Omnipoint's resources and markets will create a     
strong national competitor in the wireless telecommunications industry. The     
board unanimously recommends that VoiceStream stockholders adopt, and approve   
the transactions contemplated by, the Omnipoint reorganization agreement, at a  
special stockholders meeting.                                                   

    In reaching its determination to approve the Omnipoint reorganization, the
Omnipoint reorganization agreement and the related transactions, the VoiceStream
board consulted with VoiceStream's financial and legal advisers and senior      
management and considered a number of factors in addition to those set forth    
above. The following summarizes the material factors that the VoiceStream board 
considered.                                                                     

The following factors were considered to be positive:                 

 - the current conditions and trends in the telecommunications industry,
including the likelihood that future mergers and acquisitions will
increase the size and strength of competitors;                    

- the extent and geographical scope of business operations, and       
 VoiceStream's continuing ability to compete against larger wireless
carriers;                                                         

- the need for significant capital resources to build out the combined
company's GSM systems;                                            

   - the terms and availability of equity financing from Hutchison PCS (USA)
   in connection with the Omnipoint reorganization and the impact of the
corresponding increase in the equity                              

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ownership by Hutchison PCS (USA) and the number of board members  
designated by Hutchison PCS (USA);                                

   - the consistency of the strategies that the two companies were pursuing;

- the synergies which the combined company might realize, and other   
expected benefits of the Omnipoint reorganization, if completed;  

     - the likelihood that VoiceStream and Omnipoint would be able to obtain the
      necessary regulatory approvals to complete the Omnipoint reorganization,
       and the likelihood that regulatory authorities would insist on conditions
     to those approvals which could substantially reduce the benefits of the
Omnipoint reorganization;                                         

- the impact of the transaction on the combined company's ability to  
       maintain and enhance VoiceStream's reputation for delivering high-quality
services to customers;                                            

- the impact of the transaction on the combined company's ability to  
maintain a high-quality, highly-motivated work force;             

     - a review of the historical operating results of Omnipoint and VoiceStream
and the projected operating results of Omnipoint and VoiceStream, 
individually and in combination;                                  

   - the opinion of VoiceStream's financial advisors that, as of the date of
       such opinion, the consideration to be paid by VoiceStream pursuant to the
   Omnipoint reorganization agreement was fair from a financial point of
view to VoiceStream; and                                          

   - the fact that four seats on the holding company's board and one or more
    senior management positions in the holding company would be offered to
the current directors or senior management of Omnipoint.          

  In addition, the VoiceStream board of directors considered the following
negative factors:                                                               

- the impact the transaction could have on the tax-free status of the 
spin-off of VoiceStream from Western Wireless and VoiceStream's   
obligations under its tax sharing agreement with Western Wireless;

     - the requirement that VoiceStream make an interim investment in Omnipoint;

    - the risks that potential synergies and other expected benefits would not
be realized;                                                      

     - the impact that the transaction would be expected to have on the combined
company's balance sheet, earnings and cash flow;                  

- the other potential major transactions which might be available to  
  VoiceStream as alternatives to the Omnipoint reorganization, and the
     effect of the Omnipoint reorganization on the ability of VoiceStream to
pursue those transactions; and                                    

- the historical operating results and substantial indebtedness of    
Omnipoint.                                                        

     The foregoing summary addresses the material facts, matters and information
considered by the VoiceStream board in connection with its deliberations on the 
combination of Omnipoint and VoiceStream. In view of the variety of factors     
considered, the VoiceStream board did not find it practical to and did not make 
a specific assessment of or otherwise assign relative weights to the specific   
facts, matters and information considered. The VoiceStream board further        
believes that no other potential merger candidate provided the compatibility of 
technology and geographic fit in the markets where Omnipoint operates, making   
Omnipoint preferable to other merger candidates. The VoiceStream board adopted  
the Omnipoint reorganization agreement and approved the transactions            
contemplated thereby, in consideration of all of the facts, matters and         
information brought to its attention.                                           

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 Taking into account all of the material facts, matters and information,
including those described above, the VoiceStream board determined that the      
positive factors outweighed the potential negative factors and that the terms of
the Omnipoint reorganization agreement and the transactions provided for therein
are fair to and in the best interests of VoiceStream's stockholders.            

THE VOICESTREAM BOARD UNANIMOUSLY RECOMMENDS THAT VOICESTREAM'S       
STOCKHOLDERS VOTE "FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS           
CONTEMPLATED BY, THE OMNIPOINT REORGANIZATION AGREEMENT.                        

VOICESTREAM FAIRNESS OPINION                                                    

   Goldman Sachs has acted as financial advisor to VoiceStream in connection
with the Omnipoint reorganization. On June 22, 1999, Goldman Sachs delivered its
oral opinion, conditioned on the finalization of the Omnipoint reorganization   
agreement in substantially the form as reviewed by Goldman Sachs on June 22,    
1999. Goldman Sachs subsequently confirmed its oral opinion in writing without  
such condition, that, as of June 22, 1999 with respect to the oral opinion and  
June 23, 1999 with respect to the written opinion, the merger consideration to  
be paid by VoiceStream for each share of Omnipoint of:                          

    - cash in an amount equal to the sum of (1) the average closing price of a
     share of VoiceStream common stock during the 15 trading days ending the
business day prior to the date of completion of the Omnipoint     
reorganization multiplied by 0.825 and (2) $8.00;                 

    - a number of shares of VoiceStream Holdings common stock equal to the sum
  of (1) 0.825 and (2) $8.00 divided by the average closing price of a
     share of VoiceStream common stock during the 15 trading days ending the
business day prior to the date of completion of the Omnipoint     
reorganization; or                                                

   - (1) 0.825 of a share of VoiceStream Holdings common stock and (2) $8.00

pursuant to the Omnipoint reorganization agreement was fair from a financial    
point of view to VoiceStream.                                                   

   The full text of the Goldman Sachs opinion is attached as Annex B to this
joint proxy statement-prospectus. Stockholders of VoiceStream are urged to, and 
should, read such opinion in its entirety.                                      

In connection with its opinion, Goldman Sachs reviewed:               

- the Omnipoint reorganization agreement;                             

  - the securities purchase agreement among Hutchison PCS (USA), Omnipoint
and VoiceStream;                                                  

 - the stock subscription agreement among Hutchison PCS (USA), Hutchison
Telecommunications and VoiceStream Holdings;                      

- the registration statement on Form 10 of VoiceStream;               

 - the annual reports to stockholders and annual reports on Form 10-K of
Western Wireless for the three years ended December 31, 1998;     

 - the annual reports to stockholders and annual reports on Form 10-K of
Omnipoint for the three years ended December 31, 1998;            

 - certain interim reports to stockholders and quarterly reports on Form
10-Q of VoiceStream, Western Wireless and Omnipoint;              

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- certain other communications from VoiceStream, Western Wireless and 
Omnipoint to their respective stockholders; and                   

- certain internal financial analyses and forecasts for VoiceStream   
       prepared by the management of VoiceStream, certain financial analyses and
   forecasts for Omnipoint prepared by the management of VoiceStream and
      certain internal financial analyses and forecasts for Omnipoint prepared
by the management of Omnipoint.                                   

   Goldman Sachs also held discussions with members of the senior management
of VoiceStream and Omnipoint regarding the strategic rationale for, and the     
potential benefits of, the transactions contemplated by the Omnipoint           
reorganization agreement and the past and current business operations, financial
condition and future prospects of their respective companies. In addition,      
Goldman Sachs reviewed the reported price and trading activity for the          
VoiceStream and Omnipoint common stock, compared certain financial and stock    
market information for VoiceStream and Omnipoint with similar information for   
certain other companies the securities of which are publicly traded, reviewed   
the financial terms of certain recent business combinations in the United States
wireless communications industry specifically and in other industries generally 
and performed such other studies and analyses as it considered appropriate.     

     Goldman Sachs assumed the accuracy and completeness of all of the financial
and other information reviewed by it for purposes of rendering its opinion.     
Goldman Sachs assumed, with the consent of the VoiceStream board, that the      
forecasts had been reasonably prepared on a basis reflecting the best currently 
available estimates and judgments of VoiceStream and Omnipoint, as the case may 
be. In addition, Goldman Sachs did not make an independent evaluation or        
appraisal of the assets and liabilities of VoiceStream or Omnipoint or any of   
their subsidiaries and Goldman Sachs was not furnished with any such evaluation 
or appraisal. Goldman Sachs also took into account VoiceStream's view as to the 
possible tax consequences of the transactions contemplated by the Omnipoint     
reorganization agreement as described to Goldman Sachs by VoiceStream. Goldman  
Sachs did not assume that there would be no adverse tax consequences to         
VoiceStream as a result of the transaction, but determined that the possibility 
of any such consequences implicating the tax indemnification obligations of     
VoiceStream to Western Wireless would not affect its conclusion as to the       
fairness of the merger consideration. Goldman Sachs assumed that all material   
governmental, regulatory or other consents and approvals necessary would be     
obtained without any adverse effect on VoiceStream or Omnipoint or on the       
contemplated benefits of the transactions contemplated by the Omnipoint         
reorganization agreement. The Goldman Sachs opinion was provided for the        
information and assistance of the VoiceStream board in connection with its      
consideration of the transactions contemplated by the Omnipoint reorganization  
agreement. The Goldman Sachs opinion does not constitute a recommendation as to 
how any holder of VoiceStream common stock should vote with respect to such     
transaction.                                                                    

    The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board on June 22, 1999, utilizing, however, the
stock price information used by Goldman Sachs with respect to its written       
opinion dated June 23, 1999. Some of the summaries of the financial analyses    
include information presented in tabular format. The tables must be read        
together with the text accompanying each summary.                               

SELECTED COMPANIES ANALYSIS                                                     

   Goldman Sachs performed an analysis the purpose of which was to determine
how the price per Omnipoint POP represented by the merger consideration compared
both to VoiceStream's price per POP and the price per POP for selected          
companies. The selected companies were chosen because they are publicly traded  
companies with operations that are similar to those of VoiceStream and          
Omnipoint. The price per POP in each case was calculated by dividing the        
respective company's                                                            

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license value and adjusted enterprise value by different measures of that       
company's POPs. In this analysis, enterprise value for each of the companies is 
the sum of the market capitalization for that company and its total debt,       
preferred stock and minority interest, less cash and cash equivalents. Adjusted 
enterprise value for each of the companies is the enterprise value for that     
company less the value of its POPs not to be covered under the business plan for
that company, valued at $5 per POP. "POPs" are the number of persons within a   
license's coverage area and are derived from management estimates and public    
sources. "Covered POPs" are the estimated number of POPs within the license area
served by the operating network. Weighted POPs are determined by multiplying the
number of POPs in a 10 MHz license area by 0.25, the number of POPs in a 20 MHz 
license area by 0.75 and the number of POPs in a 30 MHz license area by one, and
reflect the fact that licenses with greater MHz provide greater bandwidth or    
capacity. License value for each of the companies is the difference between     
enterprise value and cumulative capital expenditures. Finally, invested capital 
is the sum of the cumulative capital expenditures and license costs based on    
public sources. The analysis was performed using share prices as of June 23,    
1999.                                                                           

The following chart summarizes the results of that analysis:          

                                                        [Enlarge/Download Table]

                               COMBINED  OMNIPOINT AT                                                       
                               COMPANY    DEAL PRICE   VOICESTREAM  OMNIPOINT  POWERTEL  AERIAL   SPRINT PCS
                               --------  ------------  -----------  ---------  --------  ------   ----------
                                                                                                            
Adjusted Enterprise                                                                                         
  Value/2000 Covered POPs....   $90.08      $81.43       $103.84     $68.63     $97.19   $71.54    $186.46  
License Value/2000 Covered                                                                                  
  POPs.......................    73.31       66.50         84.03      53.70      61.68    37.03     149.32  
Adjusted Enterprise                                                                                         
  Value/Total POPs...........    44.05       40.43         49.65      34.50      85.71    64.08     149.40  
License Value/Total POPs.....    33.65       30.83         37.96      24.90      54.00    32.88     118.82  
License Value/Weighted                                                                                      
  POPs.......................    51.26       43.62         65.96      35.22      59.35    32.88     147.73  
Adjusted Enterprise Value/                                                                                  
  Weighted POPs..............    67.11       57.20         86.27      48.81      94.21    64.08     185.74  
PCS Enterprise Value/Invested                                                                               
  Capital....................      279%        251%          327%       214%       190%     173%       350% 

Goldman Sachs noted that this analysis demonstrated that the merger   
consideration being paid by VoiceStream resulted in a lower price per Omnipoint 
POP than VoiceStream's own price per POP. Furthermore, Goldman Sachs noted that 
this analysis demonstrated that the merger consideration being paid by          
VoiceStream resulted in a lower price per Omnipoint POP than two of the three   
selected companies' prices per POP.                                             

DISCOUNTED CASH FLOW ANALYSES                                                   

     Goldman Sachs performed an analysis the purpose of which was to compare the
percentage in the combined company that the VoiceStream stockholders would own, 
using discounted cash flow methodologies, to the percentage ownership resulting 
from the Omnipoint reorganization agreement. Goldman Sachs performed this       
analysis by determining ranges of enterprise values and equity values for       
VoiceStream on a stand-alone basis and for Omnipoint based on three different   
sets of assumptions regarding Omnipoint's future performance. Specifically,     
Goldman Sachs compared the range of values for VoiceStream on a stand-alone     
basis based on VoiceStream management's internal model for VoiceStream to       
Omnipoint on a stand-alone basis based on (1) Omnipoint management's internal   
model for Omnipoint ("Case A"), (2) VoiceStream management's internal model for 
Omnipoint ("Case B") and (3) Goldman Sachs' adjustment of Omnipoint management's
internal model for Omnipoint giving effect to VoiceStream's operating           
performance trend ("Case C"). VoiceStream's operating performance trend is based
upon, among other things, VoiceStream's historical and projected incremental    
penetration of its covered POPs.                                                

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The following table presents the ranges of enterprise value and equity
value for VoiceStream and each of the three Omnipoint cases and the resulting   
range of implied ownership of the combined company by VoiceStream stockholders, 
assuming an all-stock transaction, no conversion of Omnipoint's convertible     
preferred securities and no investment in VoiceStream by Hutchison, based on    
forward 2008 EBITDA multiples for VoiceStream ranging from 9.0x to 13.0x,       
forward 2006 EBITDA multiples for Omnipoint ranging from 9.0x to 13.0x and      
discount rates ranging from 12% to 16%. Equity value of each of the companies   
represents the company's enterprise value net of the book value of the company's
outstanding net indebtedness. "EBITDA," for purposes of this opinion represents 
earnings before interest, taxes, depreciation and amortization.                 

                                                        [Enlarge/Download Table]

                                                OMNIPOINT         OMNIPOINT        OMNIPOINT   
                              VOICESTREAM        CASE A            CASE B           CASE C     
                            ---------------  ---------------   ---------------  ---------------
                                                   (DOLLARS IN MILLIONS)                       
                                                                                               
Enterprise Value........... $3,220 - $6,096  $4,179 - $7,191   $3,231 - $6,283  $3,758 - $6,704
Equity Value...............  2,541 -  5,417   1,454 -  4,466      506 -  3,558   1,032 -  3,979
Implied VoiceStream                                                                            
  Ownership................             N/A        55% - 64%         60% - 83%        58% - 71%

Goldman Sachs noted that this analysis demonstrated that the 59.6%    
percentage ownership that VoiceStream stockholders would receive based on the   
Omnipoint reorganization agreement, assuming an all-stock transaction, no       
conversion of Omnipoint's convertible preferred securities and no investment in 
VoiceStream by Hutchison, was within the 55% to 71% range of VoiceStream        
stockholders' percentage ownership in the combined company implied by the range 
of values described above. Goldman Sachs used the 59.6% percentage ownership    
which excluded such cash components because it allowed Goldman Sachs to compare 
the equity values of the two companies on an equivalent basis. Goldman Sachs    
also noted that the 66.6% percentage ownership for VoiceStream stockholders     
which would result from the Omnipoint reorganization assuming all Omnipoint     
stockholders made the standard election was within the 55% to 71% range.        

Goldman Sachs also performed an analysis the purpose of which was to  
compare a range of discounted values for VoiceStream on a stand-alone basis to a
range of discounted values for the combined company based on the three cases for
Omnipoint described above. Goldman Sachs performed this analysis by comparing   
for VoiceStream and the combined company a range of price per share, the implied
value per 2004 covered POP and per weighted POP and the implied 2005 EBITDA     
multiple. The ranges were based on forward EBITDA multiples for VoiceStream     
ranging from 10.0x to 12.0x and for the combined company ranging from 11.0x to  
13.0x and a discount rate of 13%.                                               

                                                        [Enlarge/Download Table]

                                                                      COMBINED COMPANY                        
                                                  ---------------------------------------------------------   
                                                       CASE A                                  CASE B         
                                                                           CASE C            VOICESTREAM      
                                 STANDALONE                            OMNIPOINT WITH        MANAGEMENT       
                                 VOICESTREAM          OMNIPOINT          VOICESTREAM          MODEL OF        
                                 MANAGEMENT          MANAGEMENT            DRIVERS            OMNIPOINT       
                              -----------------   -----------------   -----------------   -----------------   
                                                                                                              
Discounted Cash Flow Value                                                                                    
  per Share.................. $  82.76  $  96.32  $  94.61  $ 109.97  $  92.15  $ 107.91  $  81.05  $    95.66
Value per 2004 Covered POP... $ 211.00  $ 241.00  $ 229.00  $ 259.00  $ 231.00  $ 262.00  $ 220.00  $   248.00
Value per Weighted POP....... $ 163.00  $ 186.00  $ 158.00  $ 179.00  $ 159.00  $ 180.00  $ 152.00  $   171.00
Implied 2005 EBITDA                                                                                           
  Multiple...................    12.7x     14.4x     13.5x     15.3x     14.8x     16.8x     14.1x       16.0x

Goldman Sachs noted that this analysis demonstrated that the ranges of
discounted values for the combined company were higher than the ranges of       
discounted values for VoiceStream assuming                                      

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that VoiceStream never consummated the Omnipoint reorganization, other than with
respect to Case B where the ranges were in general comparable.                  

    Finally, Goldman Sachs performed the same analysis assuming a 10% decrease
in average monthly revenue per subscriber and EBITDA margins for each of the    
companies, as summarized in the following table:                                

                                                        [Enlarge/Download Table]

                                                                      COMBINED COMPANY                        
                                                  ---------------------------------------------------------   
                                                       CASE A                                  CASE B         
                                                                           CASE C            VOICESTREAM      
                                 STANDALONE                            OMNIPOINT WITH        MANAGEMENT       
                                 VOICESTREAM          OMNIPOINT          VOICESTREAM          MODEL OF        
                                 MANAGEMENT          MANAGEMENT            DRIVERS            OMNIPOINT       
                              -----------------   -----------------   -----------------   -----------------   
                                                                                                              
EBITDA Exit Multiple(e)......    10.0x     12.0x     11.0x     13.0x     11.0x     13.0x     11.0x       13.0x
Discounted Cash Flow Value                                                                                    
  per Share.................. $  67.17  $  78.90  $  85.72  $ 100.08  $  83.26  $  98.02  $  72.87  $    86.48
Value per 2004 Covered POP... $ 182.00  $ 207.00  $ 214.00  $ 242.00  $ 215.00  $ 244.00  $ 204.00  $   231.00
Value per Weighted POP....... $ 141.00  $ 207.00  $ 148.00  $ 167.00  $ 149.00  $ 141.00  $ 141.00  $   159.00
Implied 2005 EBITDA                                                                                           
  Multiple...................    12.8x     14.5x     13.5x     15.2x     14.9x     16.9x     14.2x       16.0x

   Goldman Sachs again noted that this analysis demonstrated that the ranges
of discounted values for the combined company were higher than the ranges of    
discounted values for VoiceStream assuming that VoiceStream never consummated   
the Omnipoint reorganization, other than with respect to Case B where the ranges
were in general comparable.                                                     

RELATIVE CONTRIBUTION ANALYSIS                                                  

   Goldman Sachs performed an analysis the purpose of which was to determine
how the contribution of VoiceStream and Omnipoint to the combined company, based
on various factors described below, compared to the percentage ownerships of the
combined company by the stockholders of each of VoiceStream and Omnipoint which 
would result from the Omnipoint reorganization agreement. The following table   
presents the contribution analysis of VoiceStream and Omnipoint for the year    
2006 to the combined company's equity free cash flows based on three scenarios: 
(1) Omnipoint management's internal model for Omnipoint, (2) VoiceStream        
management's internal model for Omnipoint and (3) Goldman Sachs' adjustment for 
Omnipoint management's internal model for Omnipoint giving effect to            
VoiceStream's operating performance trend (Cases A, B and C described above).   
Equity free cash flows represent the combined company's EBITDA adjusted for     
changes in the combined company's working capital and less capital expenditures 
and financing costs.                                                            

                                                                [Download Table]

                                                           VOICESTREAM  OMNIPOINT
                                                           -----------  ---------
                                                                                 
2006 Case A...............................................     49%         51%   
2006 Case B...............................................     60          40    
2006 Case C...............................................     55          45    

Goldman Sachs noted that this analysis demonstrated that the 59.6%    
percentage ownership that VoiceStream stockholders would receive based on the   
Omnipoint reorganization agreement, assuming an all-stock transaction, no       
conversion of Omnipoint's preferred securities and no investment in VoiceStream 
by Hutchison, was within the range of VoiceStream's contribution to the combined
company's equity free cash flows of 49% to 60% described above. Goldman Sachs   
used the 59.6% percentage ownership which excluded such cash components in order
to be able to analyze the equity value of the two companies on an equivalent    
basis. Goldman Sachs also noted that this range of VoiceStream's contribution to
the combined company's equity free cash flows compared favorably to             

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the 66.6% percentage ownership for VoiceStream stockholders which would result  
from the Omnipoint reorganization agreement assuming all Omnipoint stockholders 
made the standard election.                                                     

   The following table presents the contribution analysis of VoiceStream and
Omnipoint to the combined company's 1998 and estimated 1999 and 2000 revenue and
subscribers and current total and weighted POPs and estimated 2000 covered POPs.
Revenue and subscriber information for 1999 and 2000 and 2000 covered POPs for  
VoiceStream are from VoiceStream management estimates and for Omnipoint are from
Omnipoint management estimates. The analysis is based upon the enterprise value 
of VoiceStream and Omnipoint and, therefore, does not take into account the     
outstanding indebtedness of either company.                                     

                                                                [Download Table]

                                                           VOICESTREAM  OMNIPOINT
                                                           -----------  ---------
                                                                                 
1998 Revenue..............................................     49%         51%   
1999E Revenue.............................................     51          49    
2000E Revenue.............................................     50          50    
1998 Subscribers..........................................     46          54    
1999E Subscribers.........................................     50          50    
2000E Subscribers.........................................     49          51    
Total POPs................................................     38          62    
Weighted POPs.............................................     34          66    
2000E Covered POPs........................................     38          62    

Goldman Sachs noted that this analysis demonstrated that the 59.6%    
percentage ownership that VoiceStream stockholders would receive based on the   
Omnipoint reorganization agreement, assuming an all-stock transaction, no       
conversion of Omnipoint's convertible preferred securities and no investment in 
VoiceStream by Hutchison, was within the range of VoiceStream's contribution to 
the combined company, based on the various factors listed above, of 34% to 60%. 
Goldman Sachs used the 59.6% percentage ownership which excluded such cash      
components in order to be able to analyze the equity value of the two companies 
on an equivalent basis. Goldman Sachs also noted that this range of             
VoiceStream's contribution to the combined company, based on the various factors
listed above, compared favorably to the 66.6% percentage ownership for          
VoiceStream stockholders which would result from the Omnipoint reorganization   
assuming all Omnipoint stockholders made the standard election.                 

TRANSACTION PREMIUM ANALYSIS                                                    

    Goldman Sachs performed an analysis the purpose of which was to assess the
premiums represented by the consideration to be paid in the Omnipoint           
reorganization in light of the actual price per Omnipoint POP represented by the
merger consideration. Goldman Sachs performed this analysis based on the        
Omnipoint common stock price at points or over periods of time and based on the 
Omnipoint historical price per POP based on June 23, 1999 stock prices. Goldman 
Sachs compared the stock price of VoiceStream common stock and Omnipoint common 
stock on the basis of the respective closing prices on June 23, 1999. Based on  
those stock prices and an assumed consideration per share of Omnipoint common   
stock of a fraction of a share of VoiceStream common stock equal to 0.825 and   
$8.00 in cash, the implied transaction price per share of Omnipoint common stock
was $32.34. Goldman Sachs also compared the historical stock prices of          
VoiceStream common stock and Omnipoint common stock on the basis of the         
respective closing stock prices per share on June 23, 1999, and the respective  
closing stock prices and period averages or highs for the prior 10 days, three  
months and 52 weeks.                                                            

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   The following table presents the premiums over the Omnipoint common stock
prices at such times or for such period implied by the merger consideration and 
the VoiceStream common stock price at June 23, 1999:                            

                                                                [Download Table]

                                                    IMPLIED PRICE                   
                                                PER SHARE OF OMNIPOINT              
                  DATE/PERIOD                        COMMON STOCK       PREMIUM PAID
                  -----------                   ----------------------  ------------
                                                                                    
June 23, 1999..................................         $20.81               55%    
10-day average.................................          18.31               77     
3-month average................................          16.06              101     
52-week high...................................          25.38               27     

 The following table presents the premiums over the Omnipoint historical
price per POP implied by the merger consideration for estimated 2000 covered    
POPs and current total and weighted POPs.                                       

                                                        [Enlarge/Download Table]

                                                                                          JUNE 23, 
                                     JUNE 23,                                               1999   
                                    1999 PRICE  IMPLIED DEAL   PREMIUM TO                 PRICE PER
                         OMNIPOINT     PER       PRICE PER    JUNE 23, 1999  VOICESTREAM   VOICE-  
                         POPS (IN   OMNIPOINT    OMNIPOINT      OMNIPOINT     POPS (IN     STREAM  
                         MILLIONS)     POP          POP           PRICE       MILLIONS)      POP   
                         ---------  ----------  ------------  -------------  -----------  ---------
                                                                                                   
2000 Covered POPs.......    53.1      $68.63       $81.43          19%          32.2       $103.84 
Total POPs..............   114.6       34.50        40.43          17           71.3         49.65 
Weighted Total POPs.....    81.0       48.81        57.20          17           41.0         86.27 

    Goldman Sachs noted the following concerning the results of this analysis.
Although the consideration to be paid in the Omnipoint reorganization           
represented a range of premiums over Omnipoint's common stock price of 27% to   
101% and over Omnipoint's price per POP of 17% to 19%, the actual price per     
Omnipoint POP represented by the merger consideration was lower than            
VoiceStream's price per POP.                                                    

The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analyses or of the summary set forth above, without considering 
the analyses as a whole, could create an incomplete view of the processes       
underlying Goldman Sachs' opinion. In arriving at its fairness determination,   
Goldman Sachs considered the results of all such analyses. No company or        
transaction used in the above analyses as a comparison is directly comparable to
VoiceStream or Omnipoint or the Omnipoint reorganization. The analyses were     
prepared solely for purposes of Goldman Sachs providing its opinion to the      
VoiceStream board that, as of the date of such opinion, the merger consideration
to be paid by VoiceStream pursuant to the Omnipoint reorganization agreement was
fair from a financial point of view to VoiceStream. The analyses do not purport 
to be appraisals or necessarily reflect the prices at which the business or     
securities actually may be sold. Analyses based upon forecasts of future        
results, which are inherently subject to uncertainty, are not necessarily       
indicative of actual future results, which may be significantly more or less    
favorable than suggested by such analyses. As described above, Goldman Sachs'   
opinion to the VoiceStream board was one of many factors taken into             
consideration by the VoiceStream board in making its determination to approve   
the Omnipoint reorganization agreement.                                         

     The foregoing summary describes material financial analyses used by Goldman
Sachs in connection with providing its opinion to VoiceStream's board of        
directors on June 22, 1999, but does not purport to be a complete description of
the analysis performed by Goldman Sachs in connection with that opinion. You    
should read the entire opinion of Goldman Sachs in Annex B.                     

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   Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with  
mergers and acquisitions, negotiated underwritings, competitive biddings,       
secondary distributions of listed and unlisted securities, private placements   
and valuations for estate, corporate and other purposes. VoiceStream selected   
Goldman Sachs as its financial advisor because it is a nationally recognized    
investment banking firm that has substantial experience in transactions similar 
to the Omnipoint reorganization.                                                

Goldman Sachs is familiar with VoiceStream having provided certain    
investment banking services to VoiceStream and its former parent, Western       
Wireless, from time to time, including having acted as lead managing underwriter
of the initial public offering of 12.65 million shares of Western Wireless      
common stock in May 1996; having acted as lead manager in the public offering of
$200 million aggregate principal amount of 10.5% senior subordinated notes due  
June 2006 of Western Wireless in May 1996; having acted as lead manager in the  
private offering of $200 million aggregate principal amount of 10.5% senior     
subordinated notes due February 2007 of Western Wireless in October 1996; having
acted as lead manager in the public offering of 13.915 million shares of Western
Wireless common stock in April 1998; having acted as Western Wireless' financial
advisor in connection with the sale of 19.9% of the outstanding shares of       
VoiceStream common stock to Hutchison PCS (USA) in February 1998; having acted  
as VoiceStream's financial advisor in connection with, and having participated  
in certain of the negotiations leading to, the Omnipoint reorganization         
agreement; and having acted as co-manager in the private offering of $1.1       
billion aggregate principal amount of 10.375% senior notes due November 2009 of 
VoiceStream and VoiceStream Holdings and $720 million aggregate principal amount
of 11.875% senior discount notes due November 2009 of VoiceStream and           
VoiceStream Holdings in November 1999. Investment funds affiliated with Goldman 
Sachs have a principal investment in VoiceStream in the amount of 9,730,208     
shares of VoiceStream common stock and have the right to designate a nominee for
election to VoiceStream's board of directors. Terence O'Toole, a managing       
director of Goldman Sachs, is a director of VoiceStream. In addition, Goldman   
Sachs Credit Partners, L.P., an affiliate of Goldman Sachs, has executed a      
commitment letter to underwrite $500 million of the $3 billion credit facility  
anticipated to be entered into by VoiceStream Holdings in connection with the   
Omnipoint reorganization. In addition, Goldman Sachs has provided certain       
investment banking services to Omnipoint from time to time, including having    
acted as co-manager in the public offering of 6 million shares of Omnipoint     
common stock in June 1996; having acted as co-manager in the private offering of
$250 million aggregate principal amount of 11.625% senior notes due August 2006 
in August 1996; and having acted as co-manager in the private offering of $200  
million aggregate principal amount of 11.625% senior notes due August 2006 in   
November 1996.                                                                  

  Goldman Sachs provides a full range of financial, advisory and brokerage
services and, in the course of its normal trading activities, may from time to  
time effect transactions and hold securities, including derivative securities,  
of VoiceStream and Omnipoint for its own accounts and for the account of        
customers. As of June 17, 1999, Goldman Sachs had a long position of $46.4      
million of Omnipoint funded bank loans; a net long position of $7.1 million of  
Omnipoint unfunded bank loans; a net short position of 214,627 shares of        
Omnipoint common stock; a short position of 40,000 call options on Omnipoint    
common stock at an exercise price of $15.00; a long position of 100,000 put     
options on Omnipoint common stock at an exercise price of $5.00; a long position
of $16.5 million face value of Omnipoint convertible preferred stock; and a net 
short position of $2.0 million aggregate principal amount of Omnipoint 11.652%  
senior notes due August 2006. As of the same date and in addition to the        
principal investment referred to above, Goldman Sachs had a long position of    
$8.5 million of VoiceStream bank loans.                                         

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FEE ARRANGEMENT WITH GOLDMAN SACHS                                              

   Pursuant to a letter agreement dated October 7, 1998, VoiceStream engaged
Goldman Sachs to act as its financial advisor in connection with a potential    
transaction involving Omnipoint or another third party. VoiceStream has agreed  
to pay Goldman Sachs a transaction fee equal to $14,000,000 upon consummation of
the Omnipoint reorganization. VoiceStream has agreed to reimburse Goldman Sachs 
for its reasonable out-of-pocket expenses, including attorney's fees, and to    
indemnify Goldman Sachs against certain liabilities, including certain          
liabilities under the federal securities laws. Goldman Sachs' estimated         
out-of-pocket expenses relating to the Omnipoint reorganization are $160,972.   

RECOMMENDATIONS OF THE OMNIPOINT BOARD; REASONS FOR THE OMNIPOINT REORGANIZATION

The Omnipoint board has determined that the Omnipoint reorganization  
agreement and the Omnipoint merger are fair to and in the best interests of     
Omnipoint's stockholders, has approved the Omnipoint reorganization agreement,  
and unanimously recommends a vote "FOR" approval of, and adoption of the        
transactions contemplated by, the Omnipoint reorganization agreement.           

  In light of the developing trends in the telecommunications industry and
consolidation in the GSM market, the Omnipoint board considered strategic and   
financial alternatives to raise additional equity. The Omnipoint board believes 
that the completion of the Omnipoint merger will substantially benefit both     
Omnipoint and its stockholders. In reaching its decision to approve the         
Omnipoint reorganization agreement, the Omnipoint board consulted with          
Omnipoint's financial and legal advisors and senior management and considered   
numerous factors.                                                               

The following factors were considered to be positive:                 

- the Omnipoint board's review of and familiarity with the business,  
 assets, competitive position, and prospects of Omnipoint, including
      Omnipoint's prospects if it were to continue operating as an independent
company;                                                          

  - the strategic and financial alternatives available to Omnipoint in the
 highly competitive wireless communications industry, as well as the
attractiveness of a business combination with VoiceStream and the 
strategic fit between Omnipoint and VoiceStream;                  

    - the terms of proposed investments or strategic transactions with various
     third parties with whom Omnipoint had engaged in negotiations since the
autumn of 1998;                                                   

   - benefits expected to be achieved as a result of combining Omnipoint and
VoiceStream, including synergies relating to expanded in-network  
coverage, economies of scale, product procurement, and financing; 

     - a review of the historical operating results of Omnipoint and VoiceStream
and the projected operating results of Omnipoint and VoiceStream, 
individually and in combination;                                  

     - the opinions delivered by Lehman Brothers to the Omnipoint board verbally
       on June 21, 1999, and in writing on June 23, 1999, to the effect that the
     consideration offered by VoiceStream to Omnipoint's stockholders in the
    Omnipoint reorganization, as of those dates, was fair from a financial
viewpoint;                                                        

- the substantial per share premium over prevailing market prices for 
Omnipoint's common stock represented by the VoiceStream proposal; 

 - the opportunity for Omnipoint's stockholders who elect to receive and
hold VoiceStream Holdings common stock in the Omnipoint merger to 
      continue to retain an interest in the wireless telecommunications market
  in general through a geographically more diverse and larger combined
company;                                                          

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    - the expectation that the Omnipoint reorganization would be accounted for
  as a purchase for accounting purposes and would be accomplished on a
      tax-free basis for federal income tax purposes, except for taxes payable
   on any cash consideration received by Omnipoint's stockholders in the
  Omnipoint merger or as a result of proration or of their exercise of
dissenters' rights;                                               

  - the arrangements proposed under the Omnipoint reorganization agreement
      for the expansion of the VoiceStream Holdings board of directors and the
      designation by Omnipoint of four new members to serve on the VoiceStream
Holdings board; and                                               

- the anticipated purchase by VoiceStream and Hutchison PCS (USA) from
   Omnipoint of $300 million of Omnipoint equity securities prior to the
Omnipoint reorganization.                                         

In addition, the Omnipoint board of directors considered the following
negative factors:                                                               

 - the risks that potential synergies and other expected benefits of the
Omnipoint reorganization, if consummated, may not be achieved;    

   - the possibility that accepting an investment from a different strategic
  partner could have resulted in subsequently achieving a higher stock
price for Omnipoint than the price offered by VoiceStream; and    

- the recognition by the Omnipoint board that, under the terms of the 
    Omnipoint reorganization agreement, under certain circumstances in the
      event of termination of the reorganization, Omnipoint would be obligated
to pay VoiceStream a termination fee of $70 million.              

The Omnipoint board of directors determined that the positive factors 
outweighed the potential negative factors.                                      

     The foregoing summary addresses the material facts, matters and information
considered by the Omnipoint board in connection with its deliberations on the   
combination of Omnipoint and VoiceStream. In view of the variety of factors     
considered, the Omnipoint board did not find it practical to and did not make a 
specific assessment of or otherwise assign relative weights to the specific     
facts, matters and information considered. The Omnipoint board further believes 
that no other potential merger candidate provided the compatibility of          
technology and geographic fit in the markets where VoiceStream and its          
affiliates operate or will operate, making VoiceStream preferable to other      
merger candidates. The Omnipoint board adopted the Omnipoint reorganization     
agreement and approved the transactions contemplated thereby in consideration of
all of the facts, matters and information brought to its attention.             

 Taking into account all of the material facts, matters and information,
including those described above, the Omnipoint board believes that the terms of 
the Omnipoint reorganization agreement and the transactions provided for therein
are fair to and in the best interests of Omnipoint's stockholders.              

  THE OMNIPOINT BOARD UNANIMOUSLY RECOMMENDS THAT OMNIPOINT'S STOCKHOLDERS
VOTE "FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE   
OMNIPOINT REORGANIZATION AGREEMENT.                                             

OMNIPOINT FAIRNESS OPINION                                                      

Lehman Brothers acted as financial advisor to the Omnipoint board in  
connection with the Omnipoint reorganization and delivered its oral opinion to  
the Omnipoint board at the June 21, 1999 meeting of the Omnipoint board, which  
was confirmed in writing on June 23, 1999 to the effect that, as of the dates   
thereof, and based on and subject to the assumptions, limitations and           
qualifications set forth in the opinion, the consideration to be offered to the 
Omnipoint common stockholders in the Omnipoint reorganization is fair to such   
stockholders. Upon advice of Omnipoint and its legal                            

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advisors, Lehman Brothers has assumed that the exchange of shares of common     
stock of Omnipoint pursuant to the Omnipoint reorganization will be pursuant to 
Section 351 of the Internal Revenue Code of 1986, as amended, and therefore will
be tax free to the stockholders of Omnipoint who receive only VoiceStream       
Holdings common stock in exchange for their shares of common stock of Omnipoint.
See "Material United States Federal Income Tax Consequences of the Omnipoint    
Reorganization -- Consequences of the Omnipoint Merger."                        

    The full text of Lehman Brothers' written opinion, dated June 23, 1999, is
attached as Annex C to this joint proxy statement-prospectus. Stockholders are  
urged to, and should read the opinion for a discussion of assumptions made,     
matters considered and limitations of the review undertaken by Lehman Brothers  
in rendering its opinion. The summary of the Lehman Brothers opinion set forth  
in this joint proxy statement-prospectus is qualified in its entirety by        
reference to the full text of the opinion attached as Annex C. The Lehman       
Brothers opinion was provided to the Omnipoint board for its use and benefit in 
connection with its consideration of the Omnipoint reorganization. This opinion 
was not intended to be and does not constitute a recommendation to any          
stockholder of Omnipoint with respect to:                                       

- how any stockholder should vote with respect to the Omnipoint       
reorganization;                                                   

- the consideration to be offered in connection with the Omnipoint    
reorganization; or                                                

- which of the consideration election alternatives stockholders should
make.                                                             

   No limitations were imposed by Omnipoint on the scope of Lehman Brothers'
investigation or the procedures to be followed by Lehman Brothers in rendering  
its opinion. Lehman Brothers was not requested to and did not make any          
recommendation to the Omnipoint board as to the form or amount of the           
consideration to be received by Omnipoint common stockholders, which was        
determined through arms-length negotiations between the parties. In arriving at 
its opinion, Lehman Brothers did not ascribe a specific range of values to      
Omnipoint, but rather made its determination as to the fairness, from a         
financial point of view, of the consideration to be received by the holders of  
Omnipoint common stock in the Omnipoint reorganization on the basis of the      
financial and comparative analyses described below. Lehman Brothers' opinion is 
for the use and benefit of the Omnipoint board and was rendered to the Omnipoint
board in connection with its consideration of the Omnipoint reorganization.     
Lehman Brothers was not requested to opine as to, and its opinion does not      
address, Omnipoint's underlying business decision to proceed with or effect the 
Omnipoint reorganization.                                                       

In connection with the preparation and delivery of its opinion to the 
Omnipoint board, Lehman Brothers performed a variety of financial and           
comparative analyses, as described below. The preparation of a fairness opinion 
involves various determinations as to the most appropriate and relevant methods 
of financial and comparative analysis and the application of those methods to   
the particular circumstances and, therefore, such an opinion is not readily     
susceptible to summary description. Furthermore, in arriving at its opinion,    
Lehman Brothers did not attribute any particular weight to any analysis or      
factor considered by it, but, rather made qualitative judgements as to the      
significance and relevance of each analysis and factor. Accordingly, Lehman     
Brothers believes that its analyses must be considered as a whole and that      
considering any portion of such analyses and factors, without considering all   
analyses and factors, could create a misleading or incomplete view of the       
process underlying its opinion. In its analyses, Lehman Brothers made numerous  
assumptions with respect to industry performance, general business and economic 
conditions and other matters, many of which are beyond the control of Omnipoint 
and VoiceStream. Any estimates or projections contained in these analyses are   
not necessarily indicative of actual values or predictive of future results or  
values, which may be significantly more or less favorable than as set forth     
therein. In                                                                     

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addition, analyses relating to the value of a business do not purport to be     
appraisals or to reflect the prices at which businesses actually may be sold.   

In arriving at its opinion, Lehman Brothers reviewed and analyzed:    

  - the draft Omnipoint reorganization agreement and the specific terms of
the proposed Omnipoint reorganization;                            

    - publicly available information concerning Omnipoint and VoiceStream that
Lehman Brothers believed to be relevant to its analysis;          

- financial and operating information with respect to the businesses, 
       operations and prospects of Omnipoint and VoiceStream furnished to Lehman
Brothers by Omnipoint and VoiceStream, respectively;              

    - a trading history of Omnipoint's common stock from June 17, 1998 to June
   18, 1999 and a comparison of that trading history with those of other
companies that Lehman Brothers deemed relevant;                   

 - a trading history of VoiceStream's common stock from May 3, 1999, the
     date VoiceStream's common stock first began to trade independently from
   Western Wireless, to the date of the opinion and a comparison of that
       trading history with those of other companies that Lehman Brothers deemed
relevant;                                                         

- a comparison of the historical financial and operating results and  
 financial condition of Omnipoint with those of other companies that
Lehman Brothers deemed relevant;                                  

- a comparison of the historical financial and operating results and  
   financial condition of VoiceStream with those of other companies that
Lehman Brothers deemed relevant;                                  

- a comparison of the financial terms of the proposed Omnipoint       
reorganization with the financial terms of certain other recent   
transactions that Lehman Brothers deemed relevant;                

- third party research analysts' estimates, valuation analyses, target
 prices and investment considerations for Omnipoint and VoiceStream;

- the terms of the joint ventures with Cook Inlet;                    

- the terms of the $957 million Hutchison investments;                

 - Omnipoint's current cash flow forecast and limited cash position, its
ability to meet its liquidity requirements in the future, and the 
      potential alternatives available to Omnipoint to fund such requirements;

- the results of Lehman Brothers' efforts to secure a strategic equity
investor for Omnipoint and Omnipoint's negotiations with selected 
potential equity investors; and                                   

     - the terms of interim investing available to Omnipoint in conjunction with
  the Omnipoint reorganization and a comparison of such terms with the
    terms of investments by other potential sources of equity available to
Omnipoint.                                                        

     In addition, Lehman Brothers had discussions with the respective management
of Omnipoint and VoiceStream concerning their businesses, operations, assets,   
financial condition and prospects and undertook such other studies, analyses and
investigations as Lehman Brothers deemed appropriate.                           

 In arriving at its opinion, Lehman Brothers assumed and relied upon the
accuracy and completeness of the financial and other information used by it     
without assuming any responsibility for independent verification of such        
information and further relied upon the assurances of members of management of  
Omnipoint that they were not aware of any facts or circumstances that would make

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such information inaccurate or misleading. With respect to the financial        
projections of Omnipoint, upon advice of Omnipoint, Lehman Brothers has assumed 
that such projections have been reasonably prepared on a basis reflecting the   
best currently available estimates and judgments of the management of Omnipoint 
as to the future financial performance of Omnipoint and that Omnipoint will     
perform substantially in accordance with such projections. With respect to the  
financial projections of VoiceStream, upon advice of VoiceStream, Lehman        
Brothers has assumed that such projections have been reasonably prepared on a   
basis reflecting the best currently available estimates and judgments of the    
management of VoiceStream as to the future financial performance of VoiceStream 
and that VoiceStream will perform substantially in accordance with such         
projections. In arriving at its opinion, Lehman Brothers did not conduct a      
physical inspection of the properties and facilities of Omnipoint or VoiceStream
and did not make or obtain any evaluations or appraisals of the assets or       
liabilities of Omnipoint or VoiceStream. Upon advice of Omnipoint and its legal 
advisors, Lehman Brothers has assumed that the exchange of shares of common     
stock of Omnipoint pursuant to the Omnipoint reorganization will be pursuant to 
Section 351 of the Internal Revenue Code of 1986, as amended, and therefore will
be tax free to the stockholders of Omnipoint who receive only VoiceStream       
Holdings common stock in exchange for their shares of common stock of Omnipoint.
Lehman Brothers also took into account VoiceStream's view as to the possible tax
consequences of the transactions contemplated by the Omnipoint reorganization   
agreement. Lehman Brothers did not assume that there would be no potential      
adverse tax consequences to VoiceStream which might result from the transactions
contemplated by the Omnipoint reorganization agreement. Rather, Lehman Brothers 
took into account the possibility that there could be adverse tax consequences  
implicating the tax indemnification obligations of VoiceStream to Western       
Wireless and determined that the possibility of any such consequences would not 
affect its conclusion as to the fairness of the merger consideration. Lehman    
Brothers' opinion necessarily is based upon market, economic and other          
conditions as they exist on, and can be evaluated as of, the date of the        
opinion.                                                                        

     In addition, Lehman Brothers expressed no opinion as to the prices at which
shares of VoiceStream Holdings common stock actually will trade following       
consummation of the Omnipoint reorganization and this opinion should not be     
viewed as providing any assurance that the market value of the VoiceStream      
Holdings common stock to be held by stockholders of Omnipoint after the         
Omnipoint reorganization will be in excess of the market value of the shares of 
Omnipoint owned by such stockholders at any time prior to announcement or       
consummation of the Omnipoint reorganization.                                   

The following is a summary of the material financial and comparative  
analyses performed by Lehman Brothers and presented to the Omnipoint board.     
Certain of the analyses include information presented in tabular or graphic     
format. In order to fully understand the financial analyses used by Lehman      
Brothers, the tables and graphs must be read together with the text of each     
summary. The tables or graphs alone do not constitute a complete description of 
the financial analyses.                                                         

PURCHASE PRICE ANALYSIS                                                         

 As of June 21, 1999, Lehman Brothers estimated that the price per share
Omnipoint would receive in the Omnipoint reorganization would be $31.07, based  
on the VoiceStream 10-day volume-weighted average price as of June 18, 1999 of  
$27.97. This price per share represented a 64.1% premium over the Omnipoint June
18, 1999 closing price of $18.94. As of June 21, 1999, Lehman Brothers estimated
that the price per share Omnipoint would receive in the Omnipoint reorganization
would be $32.75, based on the VoiceStream closing price per share as of June 18,
1999 of $30.00. This price per share represented a 72.9% premium over the       
Omnipoint June 18, 1999 closing price of $18.94.                                

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DISCOUNTED CASH FLOW ANALYSIS                                                   

  Lehman Brothers performed discounted cash flow analyses of the Omnipoint
and VoiceStream businesses and then compared the range of valuations implied by 
such analyses in the case of Omnipoint, to the estimated price per share that   
Omnipoint shareholders would receive in the Omnipoint reorganization and in the 
case of VoiceStream, to the closing price of VoiceStream's stock used to derive 
such estimated price per share. A discounted cash flow analysis is one method   
used to value businesses and involves an analysis of the present value of       
projected cash flows of a business for a specified number of years into the     
future and the present value of the projected value of the business at the end  
of that period of years. Lehman Brothers performed two separate discounted cash 
flow cases for Omnipoint, the first based on management projections of cash     
flows received on June 14, 1999 and the other based on Lehman Brothers' recent  
equity research analyst's projections of cash flows for Omnipoint.              

In the management discounted cash flow case, Lehman Brothers analyzed 
Omnipoint's PCS business using a management forecast for the period beginning   
January 1, 1999 and ending December 31, 2006. Lehman Brothers used discount     
rates ranging from 13% to 15% and terminal value multiples of estimated 2006    
EBITDA ranging from 8.0x to 10.0x. This analysis yielded a range of values for  
Omnipoint's PCS business of approximately $3.8 billion to $5.3 billion, implying
a range of values for Omnipoint common stock of $19 to $43 per share. Lehman    
Brothers noted that, based on its purchase price analysis, the estimated price  
per share Omnipoint shareholders would receive in the Omnipoint reorganization  
as of June 21, 1999, $32.75, fell within the implied range of values determined 
by this analysis.                                                               

In the research discounted cash flow case, Lehman Brothers analyzed   
Omnipoint's PCS business using a forecast for the period beginning January 1,   
1999, and ending December 31, 2007. Lehman Brothers applied the same discount   
rates and terminal value multiples in the research discounted cash flow case as 
in the management discounted cash flow case. The research discounted cash flow  
case yielded an enterprise value range of approximately $3.4 billion to $4.9    
billion and a range of values for Omnipoint common stock of $13 to $38 per      
share. Lehman Brothers noted that the estimated price per share of $32.75 fell  
within the range of values.                                                     

     Lehman Brothers analyzed VoiceStream's business using a management forecast
of cash flow for the period beginning January 1, 1999 and ending December 31,   
2008. Lehman Brothers used discount rates ranging from 12% to 14% and terminal  
value multiples of estimated 2008 EBITDA ranging from 8.0x to 10.0x. This       
analysis yielded a range of values for VoiceStream's business of approximately  
$3.1 billion to $4.6 billion, implying a range of values for VoiceStream common 
stock of $24 to $40 per share. Lehman Brothers noted that the estimated price   
per share of $32.75 fell within this range of values.                           

PEER GROUP COMPARISON                                                           

    Lehman Brothers performed a peer group comparison analysis to consider and
compare different prices per POP that have been attributed to Omnipoint's,      
VoiceStream's and the peer group's POPs in order to determine how the market    
valuations of Omnipoint and VoiceStream compared to their peer companies. Lehman
Brothers compared certain financial statistics of Omnipoint with corresponding  
financial statistics for the following six PCS companies:                       

- Aerial                                                              

- Microcell                                                           

- Nextel                                                              

- Powertel                                                            

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- Sprint PCS                                                          

- VoiceStream                                                         

   Lehman Brothers compared certain financial statistics of VoiceStream with
corresponding financial statistics for the following six PCS companies:         

- Aerial                                                              

- Microcell                                                           

- Nextel                                                              

- Omnipoint                                                           

- Powertel                                                            

- Sprint PCS                                                          

Lehman Brothers analyzed, among other things, firm value (the market  
valuation of a company's stock plus the amount of its outstanding debt less the 
amount of cash it has on hand) as a multiple of total POPs (the number of       
persons within the companies' license coverage areas); built POPs (the number of
persons within the companies' built network coverage area); covered POPs (the   
number of persons within the companies' operating network coverage area); and   
weighted POPs (the total persons within the companies' license coverage area    
adjusted for MHz bandwidth capacity of the coverage area). As of June 18, 1999, 
the statistics derived from this analysis are set forth below:                  

                                                        [Enlarge/Download Table]

                                                  OMNIPOINT PEER GROUP COMPARISON            
                                      -------------------------------------------------------
                                      MEAN    MEAN EXCL. NEXTEL AND SPRINT PCS     OMNIPOINT 
                                      ----    --------------------------------    -----------
                                                                                             
Firm Value/Total POPs................ $73                   $ 50                      $38    
Firm Value/Built POPs................ $80                   $ 61                      $62    
Firm Value/Covered POPs.............. $142                  $108                      $76    
Firm Value/Weighted POPs............. $105                  $ 61                      $51    

                                                        [Enlarge/Download Table]

                                                 VOICESTREAM PEER GROUP COMPARISON           
                                      -------------------------------------------------------
                                      MEAN    MEAN EXCL. NEXTEL AND SPRINT PCS    VOICESTREAM
                                      ----    --------------------------------    -----------
                                                                                             
Firm Value/Total POPs................ $71                   $47                      $ 50    
Firm Value/Built POPs................ $78                   $57                      $ 75    
Firm Value/Covered POPs.............. $122                  $74                      $177    
Firm Value/Weighted POPs............. $99                   $52                      $ 88    

  Lehman Brothers noted that the market valuation of Omnipoint (based upon
the trading multiples of Omnipoint's stock) were generally lower than its peer  
companies when Nextel and Sprint PCS were included and generally in line with   
its peer companies when Nextel and Sprint PCS were excluded. Lehman Brothers    
also noted that the market valuation of VoiceStream (based upon the trading     
multiples of VoiceStream's stock) were generally in line with its peer companies
when Nextel and Sprint PCS were included and generally higher than its peer     
companies when Nextel and Sprint PCS were excluded.                             

Because of the inherent differences in the businesses, operations,    
financial conditions and prospects of Omnipoint and VoiceStream and the         
comparable companies, Lehman Brothers believed that it was inappropriate to, and
therefore did not, rely solely on the quantitative results of the comparable    
companies analysis, and, accordingly, also made qualitative judgements          
concerning differences between the characteristics of the comparable companies  
and Omnipoint and VoiceStream, respectively, that would affect the trading      
values of Omnipoint, VoiceStream and the comparable companies. In particular,   
Lehman Brothers considered the size and desirability of the                     

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markets of operation and current levels and historical rates of growth of       
Omnipoint, VoiceStream and their respective comparable companies.               

 The statistics contained in the center columns of the tables above omit
data concerning Nextel and Sprint PCS. This data was omitted because of         
differences identified by Lehman Brothers in the businesses of Nextel and Sprint
PCS on the one hand, and VoiceStream, Omnipoint and the other members of the    
peer group on the other including, without limitation, the fact that Nextel and 
Sprint PCS offered substantially nationwide networks and coverage, while        
Omnipoint, VoiceStream and the other peer group companies offered principally   
regional networks and coverage.                                                 

SELECTED COMPARABLE PRECEDENT TRANSACTION ANALYSIS                              

As part of its analysis, Lehman Brothers reviewed the following ten   
transactions involving domestic PCS and wireless companies since 1996 in order  
to compare the prices paid in these transactions with the price being paid to   
Omnipoint stockholders in the Omnipoint reorganization:                         

- April 1999 -- Sprint PCS/Cox Communications                         

- September 1998 -- Sonera/Aerial                                     

- April 1998 -- AirTouch/U.S. WEST (PrimeCo)                          

- March 1999 -- Triton PCS/AT&T Wireless                              

- February 1998 -- AT&T Wireless/Cincinnati Bell                      

- January 1998 -- Sprint PCS/APC                                      

- October 1997 -- Hutchison Whampoa/Western Wireless                  

- December 1996 -- Deutsche Telekom/APC                               

- March 1996 -- Powertel (Intercel)/GTE Mobilnet                      

- January 1996 -- Western Wireless/GTE Mobilnet                       

    For each of these, Lehman Brothers reviewed the prices paid and calculated
the enterprise value as a multiple of total POPs. This analysis indicated       
multiples ranging from $17 to $158 per POP for these transactions, with an      
overall mean per POP multiple of $66. Lehman Brothers also evaluated the mean   
per POP multiples excluding the GTE transactions, and the mean per POP multiples
excluding the GTE transactions, the Sprint PCS/Cox Communications transaction   
and the APC transactions, resulting in $77 and $43 mean per POP multiples,      
respectively. The multiple per Omnipoint POP being paid by VoiceStream in the   
Omnipoint reorganization is approximately $45.00 which is generally in line with
these other transactions.                                                       

Because the reasons for and the circumstances surrounding each of the 
transactions analyzed were specific to each transaction and because of the      
inherent differences between the businesses, operations and prospects of        
Omnipoint and the businesses, operations and prospects of the acquired companies
included in the selected transactions, Lehman Brothers believed that it was     
inappropriate to, and therefore did not, rely solely on the quantitative results
of the precedent transactions analysis, and accordingly also made qualitative   
judgements concerning differences between the characteristics of these          
transactions and the Omnipoint reorganization that would affect the acquisition 
values of Omnipoint and such acquired companies. In particular, Lehman Brothers 
considered the size and desirability of the markets of operation, the strategic 
fit of the acquired company, the form of consideration offered and the tax      
characteristics of the transaction.                                             

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HISTORICAL PUBLIC MARKET TRADING ANALYSIS                                       

  Lehman Brothers reviewed the recent stock price performance of Omnipoint
based on an analysis of the historical closing prices from June 18, 1998 to June
18, 1999 in order to compare it to the estimated price per share each Omnipoint 
stockholder would receive in the Omnipoint reorganization. The following table  
lists the low, average and high daily closing prices of shares of Omnipoint     
common stock for the periods indicated.                                         

                                                                [Download Table]

              HISTORICAL OMNIPOINT COMMON STOCK PRICES              
              ----------------------------------------              
                                                                    
Close (6/18/99).............................................  $18.94
52-Week Low.................................................  $ 5.00
52-Week High................................................  $25.00

[GRAPH] 

 Lehman Brothers noted that the estimated price per share of $32.75 that
each Omnipoint stockholder would receive in the Omnipoint reorganization was    
higher than Omnipoint's closing common stock price on June 18, 1999, Omnipoint's
52-week low common stock price and Omnipoint's 52-week high common stock price. 

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Lehman Brothers also reviewed the recent stock price performance of   
VoiceStream based on an analysis of the historical closing prices from May 3,   
1999 to June 18, 1999 in order to compare it to VoiceStream's stock price at the
time of announcement of the Omnipoint reorganization. The following table lists 
the low, average and high daily closing prices of shares of VoiceStream common  
stock for the periods indicated.                                                

                                                                [Download Table]

             HISTORICAL VOICESTREAM COMMON STOCK PRICES             
             ------------------------------------------             
                                                                    
10-Day June 7 to June 18 Volume-Weighted Average Price......  $27.97
Close (6/18/99).............................................  $30.00
52-Week Low.................................................  $20.50
52-Week High................................................  $33.06

[GRAPH] 

    Lehman Brothers noted that VoiceStream's stock generally traded within the
range of its average closing price over the 10 days preceding announcement of   
the Omnipoint reorganization and of its closing price on the day prior to the   
announcement of the Omnipoint reorganization.                                   

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COMPARATIVE STOCK PRICE PERFORMANCE                                             

As part of its analysis, Lehman Brothers reviewed the recent price    
performance of Omnipoint common stock from June 18, 1998 to June 18, 1999 and   
compared this performance with that of a group of the following six PCS         
companies over the same time period:                                            

- Aerial                                                              

- Microcell                                                           

- Nextel                                                              

- Powertel                                                            

- Sprint PCS                                                          

- VoiceStream                                                         

[GRAPH] 

Lehman Brothers noted that Omnipoint common stock traded at a discount
relative to its peers over much of this period.                                 

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 As part of its analysis, Lehman Brothers also reviewed the recent price
performance of VoiceStream common stock from May 3, 1999 to June 18, 1999 and   
compared this performance with that of a group of the following six PCS         
companies over the same time period:                                            

- Aerial                                                              

- Microcell                                                           

- Nextel                                                              

- Omnipoint                                                           

- Powertel                                                            

- Sprint PCS                                                          

[GRAPH] 

 Lehman Brothers noted that VoiceStream common stock traded at a premium
relative to its peers during this period.                                       

   Lehman Brothers has acted as financial advisor to Omnipoint in connection
with the Omnipoint reorganization and will receive a fee for its services which 
is contingent upon the consummation of the Omnipoint reorganization. In         
addition, Omnipoint has agreed to indemnify Lehman Brothers for certain         
liabilities that may arise out of the rendering of its opinion. In the ordinary 
course of its business, Lehman Brothers actively trades in the debt and equity  
securities of Omnipoint for its own account and for the accounts of its         
customers and, accordingly, may at any time hold a long or short position in    
such securities.                                                                

FEE ARRANGEMENTS WITH LEHMAN BROTHERS AND ALLEN & CO.                           

  Pursuant to a letter agreement dated October 28, 1998, Omnipoint engaged
Lehman Brothers to act as its financial advisor in connection with any          
opportunities for investment in or sale of Omnipoint. Pursuant to a letter dated
June 22, 1999, Omnipoint formalized the engagement of Allen & Co. whereby it had
been acting as a financial advisor to Omnipoint since 1997 in connection with   
any opportunities for investment in or sale of Omnipoint. Omnipoint has agreed  
to pay Allen & Co. $7.5 million upon consummation of the Omnipoint              
reorganization for work related to seeking a strategic partner begun in 1997,   
and to pay Lehman Brothers $3.5 million for work since October 1998, upon       
consummation of the Omnipoint reorganization. In addition, Omnipoint retained   
Lehman Brothers as the lead manager for its $205 million high yield debt        
offering in September 1999, for which Lehman received approximately $4.5        
million. Omnipoint also has agreed to reimburse Lehman                          

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Brothers and Allen & Co. for their reasonable out-of-pocket expenses, including 
attorney's fees, and to indemnify them against certain liabilities.             

AGREEMENT TO VOTE IN FAVOR OF THE OMNIPOINT REORGANIZATION                      

Stockholders of VoiceStream currently holding the right to vote       
approximately 40% of the outstanding shares of VoiceStream and stockholders of  
Omnipoint currently holding the right to vote approximately 28% of the          
outstanding shares of Omnipoint have entered into an agreement to vote in favor 
of the Omnipoint reorganization. For a discussion of this agreement, see "The   
Special Meetings -- Agreement to Vote in Favor of the Omnipoint Reorganization."

TIMING OF CLOSING                                                               

The closing of the Omnipoint reorganization will occur on the fifth   
business day following the day on which the last of the conditions set forth in 
the Omnipoint reorganization agreement has been satisfied or waived, unless     
VoiceStream and Omnipoint agree to a different date. Upon closing of the        
VoiceStream and Omnipoint mergers, the parties will file required certificates  
of merger with the Secretary of State of Delaware and the Secretary of State of 
Washington, at which time the VoiceStream and Omnipoint mergers will be         
effective.                                                                      

ACCOUNTING TREATMENT                                                            

The Omnipoint reorganization will be accounted for using the purchase 
method of accounting with VoiceStream Holdings becoming the successor company to
VoiceStream and Omnipoint. Under the purchase method of accounting, the purchase
price will be allocated among the Omnipoint assets and liabilities. The excess  
of purchase price over the fair value of the identifiable tangible assets and   
liabilities acquired will be recorded as intangible assets and amortized on a   
straight-line basis over a period not to exceed 40 years. The assets and        
liabilities of VoiceStream will be reflected in our financial statements at     
their historical cost basis. Earnings of VoiceStream Holdings subsequent to the 
date of the Omnipoint reorganization will be reduced by the amortization of     
intangible assets. See "Financial Information -- Unaudited Pro Forma Condensed  
Combined Financial Statements."                                                 

TRANSACTION COSTS                                                               

  Anticipated non-recurring charges to VoiceStream Holdings as a result of
the Omnipoint reorganization are estimated to be approximately $30.5 million.   
This includes transaction costs to be paid by Omnipoint of approximately $11    
million related to investment banking fees and $1.5 million related to legal,   
accounting and employee separation costs which will be expensed as incurred by  
Omnipoint. This total also includes non-recurring costs to be paid by           
VoiceStream of $14 million related to investment banking fees, and $4 million   
related to legal, accounting and other transaction fees, which will be          
considered as part of the purchase price.                                       

DISSENTERS' RIGHTS OF APPRAISAL                                                 

     VoiceStream common stockholders who dissent from the VoiceStream merger and
follow certain statutory procedures have the right under the Washington Business
Corporation Act to demand payment in cash for the fair value of their           
VoiceStream common stock, calculated as of the day prior to the effective time. 
The VoiceStream merger will occur at the time of the first to occur of the      
Omnipoint reorganization or the Aerial reorganization. Since it is uncertain    
which reorganization will occur first, VoiceStream common stockholders must vote
against both reorganizations if they intend to exercise their dissenters' rights
of appraisal in connection with the VoiceStream merger.                         

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     Holders of Omnipoint common stock who dissent from the Omnipoint merger and
follow certain statutory procedures have the right under the Delaware General   
Corporation Law to receive payment in cash for the fair value of their Omnipoint
common stock.                                                                   

   See "The Special Meetings--Dissenters' Rights of Appraisal" and Annexes I
and J hereto which set forth the text of the applicable sections of the         
Washington Business Corporation Act and Delaware General Corporation Law.       

COOK INLET TRANSACTIONS                                                         

    All Omnipoint C and F Block licenses, together with assets and liabilities
associated with these licenses, will be transferred to Cook Inlet/VoiceStream   
GSM II PCS, LLC and Cook Inlet/VoiceStream GSM III PCS, LLC at the closing of   
the Omnipoint reorganization pursuant to separate purchase agreements with      
Omnipoint. Cook Inlet/VoiceStream GSM II and III are limited liability companies
and are eligible to hold C and F Block licenses issued by the FCC. Cook Inlet,  
through its wholly owned subsidiary Cook Inlet GSM, Inc., is the managing member
of each of Cook Inlet/VoiceStream GSM II and III.                               

Prior to becoming a subsidiary of VoiceStream Holdings, Omnipoint will
contribute to Cook Inlet/VoiceStream GSM II C and F Block licenses for 54 BTA   
markets together with certain associated assets. The licenses contributed to    
Cook Inlet/VoiceStream GSM II include licenses for Philadelphia, which is a     
significant Omnipoint market currently in operation. In consideration for such  
licenses and assets, Cook Inlet/VoiceStream GMS II will issue to Omnipoint Class
B membership interests in Cook Inlet/VoiceStream GSM II entitling Omnipoint to a
49.9% interest in Cook Inlet/VoiceStream GSM II and an initial capital account  
of $85.7 million. Cook Inlet/VoiceStream GSM II will also assume liabilities of 
Omnipoint associated with such licenses and assets.                             

The Cook Inlet/VoiceStream GSM II purchase agreement also provides as 
follows:                                                                        

- amounts payable to the FCC for licenses shall not exceed the total  
   indebtedness incurred for the purchase of the licenses, approximately
$220 million;                                                     

    - indebtedness to vendors shall not exceed approximately $130 million plus
    any indebtedness incurred after the date of the Cook Inlet/VoiceStream
GSM II purchase agreement in the ordinary course;                 

    - the liabilities of Omnipoint to be assumed by Cook Inlet/VoiceStream GSM
  II shall not exceed the amount such that, when netted, together with
       other debt assumed by Cook Inlet/VoiceStream GSM II, against the value of
    the licenses and assets, the value of the licenses and assets are less
than $85.7 million; and                                           

    - prior to the consummation of the sale by Omnipoint, Cook Inlet GSM, Inc.
       shall have contributed at least $60 million to Cook Inlet/VoiceStream GSM
II.                                                               

  In conjunction with the Cook Inlet/VoiceStream GSM II purchase agreement
and formation of Cook Inlet/VoiceStream GSM II, VoiceStream Holdings agreed to  
grant to Cook Inlet certain rights to exchange Cook Inlet's interest in Cook    
Inlet/VoiceStream GSM II for VoiceStream Holdings common stock during the 30-day
period beginning five years after the issuance date of the licenses held by Cook
Inlet/VoiceStream GSM II.                                                       

Pursuant to the Cook Inlet/VoiceStream GSM III purchase agreement,    
Omnipoint agreed to contribute to Cook Inlet/VoiceStream GSM III certain C and F
Block licenses for 34 BTA markets. In consideration for such contribution, Cook 
Inlet/VoiceStream GSM III will issue to Omnipoint Class B membership interests  
in Cook Inlet/VoiceStream GSM III entitling Omnipoint to a 49.9%                

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interest in Cook Inlet/VoiceStream GSM III and an initial capital account of    
$21.4 million. Cook Inlet/VoiceStream GSM III will also assume liabilities of   
Omnipoint associated with such licenses.                                        

The Cook Inlet/VoiceStream GSM III purchase agreement also provides as
follows:                                                                        

    - liabilities of Omnipoint to be assumed by Cook Inlet/VoiceStream GSM III
   shall not exceed the amount such that, when netted against the actual
     price paid for the licenses approximately $45 million, the value of the
licenses are less than $21.4 million; and                         

    - prior to the consummation of the sale by Omnipoint, Cook Inlet GSM, Inc.
       shall have contributed at least $15 million to Cook Inlet/VoiceStream GSM
III.                                                              

   In conjunction with the Cook Inlet/VoiceStream GSM III purchase agreement
and formation of Cook Inlet/VoiceStream GSM III, VoiceStream Holdings agreed to 
grant to Cook Inlet certain rights to exchange Cook Inlet's interest in Cook    
Inlet/VoiceStream GSM III for VoiceStream Holdings common stock during the      
30-day period beginning five years after the issuance date of the licenses held 
by Cook Inlet/VoiceStream GSM III.                                              

As a result of the transfers to Cook Inlet/VoiceStream GSM II and III,
VoiceStream's net share of the revenues and expenses of markets operated by Cook
Inlet/VoiceStream GSM II and III will be reflected using the equity method of   
accounting on a single line in VoiceStream Holding's consolidated operating     
statements. Also, we will not be in a position to control the PCS systems in the
markets covered by the transferred licenses unless we own other licenses        
covering such markets. Cook Inlet/VoiceStream GSM II and III will have entered  
into agreements allowing operation of such markets under the VoiceStream brand  
name, however, and we expect to provide technical services to help serve        
customers in such markets. Based on the experience of VoiceStream in dealing    
with other Cook Inlet entities holding licenses and operating under the         
VoiceStream brand, we expect customers will be provided with services and       
products comparable to our own, and we will realize the benefits of having the  
VoiceStream brand extended into markets we would otherwise not be able to serve.

     Stockholders will benefit from our joint venture investments because of the
additional market size afforded by the VoiceStream brand's availability in a    
greater number of markets. However, since results will be accounted for using   
the equity method of accounting, our net share of the revenues and expenses of  
such joint ventures will be reflected on a single line in our consolidated      
statement of operations.                                                        

HUTCHISON INVESTMENTS                                                           

At the same time that we entered into the Omnipoint reorganization    
agreement, Hutchison Telecommunications Limited, Hutchison PCS (USA) and        
VoiceStream Holdings entered into agreements providing for the $957 million     
Hutchison investments. In the $957 million Hutchison investments, Hutchison PCS 
(USA) agreed to purchase shares of VoiceStream Holdings common stock for a      
purchase price of $29.00 per share and shares of VoiceStream Holdings 2.5%      
Convertible Junior Preferred Stock, for a purchase price of $100,000 per share. 
The total purchase price of the VoiceStream Holdings common stock and the       
VoiceStream Holdings 2.5% Convertible Junior Preferred Stock will be $957       
million, consisting of $807 million in cash and $150 million in shares of       
Omnipoint Series A Preferred Stock purchased by Hutchison PCS (USA) from        
Omnipoint under a securities purchase agreement. The Omnipoint Series A         
Preferred Stock or all shares of Omnipoint common stock obtained prior to the   
Omnipoint reorganization on conversion of the Omnipoint Series A Preferred      
Stock, will be exchanged in connection with the Omnipoint reorganization for    
VoiceStream Holdings common stock at a conversion price of $29.00 per share.    
Hutchison PCS (USA) has the right to determine the allocation between           
VoiceStream Holdings common stock and VoiceStream Holdings 2.5% Convertible     
Junior Preferred Stock that it will hold so long as it holds at                 

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least 18.6% of the total number of outstanding shares of VoiceStream Holdings   
common stock immediately after the closing of the Omnipoint reorganization.     

  VoiceStream Holdings entered into the $957 million Hutchison investments
because it believed that in order to successfully merge with Omnipoint, which   
was and remains substantially leveraged, VoiceStream Holdings would need        
additional equity. If the entire $957 million is used to purchase or is         
converted into VoiceStream Holdings common stock, at the completion of the      
Omnipoint reorganization, the total number of shares of VoiceStream Holdings    
common stock purchased as part of the $957 million Hutchison investments will be
33 million shares. After giving effect to the Omnipoint reorganization, the     
Aerial reorganization, the $957 million Hutchison investments and the $500      
million Sonera investment in VoiceStream Holdings, Hutchison PCS (USA) would own
55,899,252 shares, approximately 23% of VoiceStream Holdings common stock. The  
consummation of the purchases under this subscription agreement will take place 
in connection with the completion of the Omnipoint reorganization.              

 The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock has no
voting rights, ranks senior to the VoiceStream Holdings common stock but junior 
to any other series or class of VoiceStream Holdings preferred stock which may  
be issued, provides for a 2.5% cumulative dividend payable at maturity 40 years 
from the date of issuance, and may not be redeemed by VoiceStream Holdings,     
other than a mandatory redemption from a holder whose ownership of these shares 
may result in the loss of a license or franchise from any governmental agency.  
The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock is convertible 
at any time by Hutchison PCS (USA) at $29.00 a share. Hutchison PCS (USA) cannot
require VoiceStream Holdings to redeem these shares prior to maturity. Upon     
conversion of the VoiceStream Holdings 2.5% Convertible Junior Preferred Stock  
any cumulative dividend outstanding on the shares so converted will be canceled.
Upon a change of control of VoiceStream Holdings, VoiceStream Holdings has the  
right to require the VoiceStream Holdings 2.5% Convertible Junior Preferred     
Stock to be converted into VoiceStream Holdings common stock.                   

HUTCHISON STANDSTILL AGREEMENT                                                  

  In connection with the $957 million Hutchison investments, Hutchison PCS
(USA) and certain of its affiliates entered into a standstill agreement with    
VoiceStream Holdings. With exceptions, this agreement provides that, for a      
period of five years after the completion of the Omnipoint reorganization, the  
beneficial ownership of VoiceStream Holdings common stock by Hutchison PCS (USA)
and their affiliates will not exceed:                                           

     - 35% during the first two years after the Omnipoint reorganization, or 33%
   if the aggregate number of outstanding shares of VoiceStream Holdings
common stock exceeds 200 million;                                 

- 36% during the third year after the Omnipoint reorganization; and   

     - 40% during the fourth and fifth years after the Omnipoint reorganization.

Among other things, this agreement also:                              

- prohibits Hutchison PCS (USA) and its affiliates from, in certain   
     circumstances, participating in a proxy contest, tender offer, exchange
       offer or other transaction relating to a change of control of VoiceStream
Holdings;                                                         

  - provides Hutchison PCS (USA) a preemptive right with respect to future
VoiceStream Holdings equity issuances; and                        

   - entitles Hutchison PCS (USA) to maintain its percentage ownership level
in VoiceStream Holdings and to certain registration rights.       

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$500 MILLION SONERA INVESTMENT IN VOICESTREAM HOLDINGS                          

On September 17, 1999, VoiceStream Holdings and Sonera entered into an
agreement providing for the $500 million Sonera investment in VoiceStream       
Holdings. In the $500 million Sonera investment in VoiceStream Holdings, Sonera 
agreed to invest $500 million directly in VoiceStream Holdings at the closing of
the Omnipoint reorganization by purchasing 8,771,930 shares of VoiceStream      
Holdings common stock at a price of $57.00 per share. The $500 million Sonera   
investment in VoiceStream Holdings is desirable to us in light of the fact that 
Omnipoint is substantially leveraged, and the $500 million Sonera investment in 
VoiceStream Holdings will provide us with additional equity.                    

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OMNIPOINT         
REORGANIZATION                                                                  

CONSEQUENCES OF THE VOICESTREAM MERGER                                          

    The following is a discussion of the material United States federal income
tax consequences of the VoiceStream merger to holders of VoiceStream common     
stock. It does not address all aspects of United States federal income taxation 
that may be important to you in light of your particular circumstances. For     
example, it does not address tax consequences that may apply to you if you are a
taxpayer that is subject to special treatment under the federal income tax laws,
such as a bank, financial institution, broker-dealer, insurance company, foreign
person, or tax-exempt entity, or if you acquired your VoiceStream common stock  
by exercising employee stock options or otherwise as compensation or through a  
tax-qualified retirement plan. It also does not address any aspect of state,    
local or foreign taxation or any consequences to you if, in addition to holding 
VoiceStream common stock, you own stock in Omnipoint or Aerial. The discussion  
assumes that you will hold your VoiceStream common stock as a capital asset at  
the closing of the VoiceStream merger.                                          

You are urged to consult with your own tax advisor concerning the tax 
consequences of the VoiceStream merger to you.                                  

 Consummation of the VoiceStream merger is conditioned upon, among other
things, VoiceStream having received the opinion of Jones, Day, Reavis & Pogue,  
dated the effective date of the Omnipoint reorganization, stating that on the   
basis of the facts, representations, and assumptions set forth in such opinion: 

- the VoiceStream merger will qualify as a reorganization described in
  section 368(a) of the Internal Revenue Code of 1986, as amended (the
     "Code"), and each of VoiceStream, VoiceStream Holdings and, in the case
    of a reorganization described in section 368(a)(2)(E) of the Code, the
 VoiceStream Holdings subsidiary which is a party to the VoiceStream
 merger, will be a party to the reorganization within the meaning of
section 368(b) of the Code, or                                    

   - the VoiceStream merger will be treated as a transfer of property by the
VoiceStream stockholders, other than dissenting stockholders, to  
VoiceStream Holdings described in section 351(a) of the Code.     

    Assuming that the VoiceStream merger is consummated in accordance with the
terms of the Omnipoint reorganization agreement or, if the Omnipoint            
reorganization has not previously occurred, in accordance with the terms of the 
Aerial reorganization agreement, and as described in this joint proxy           
statement-prospectus, and assuming that the representations and assumptions set 
forth in the opinion referred to above will be true, correct, and complete at   
the effective time of the VoiceStream merger, it is the opinion of Jones, Day,  
Reavis & Pogue that under current law:                                          

- the VoiceStream merger will qualify as a reorganization described in
section 368(a) of the Code, and each of VoiceStream, VoiceStream  
Holdings, and, in the case of a reorganization                    

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     described in section 368(a)(2)(E) of the Code, the VoiceStream Holdings
      subsidiary which is a party to the VoiceStream merger will be a party to
      the reorganization within the meaning of section 368(b) of the Code; and

  - holders of VoiceStream common stock who exchange such common stock for
  VoiceStream Holdings common stock in the VoiceStream merger will not
   recognize gain or loss for United States federal income tax purposes.

This conclusion is based on the Code, Treasury regulations promulgated
thereunder, administrative rulings and practice, and judicial precedent, all as 
of the date hereof. All of these authorities are subject to change, possibly    
with retroactive effect. Any change in any of these authorities or failure of   
the representations and assumptions to be true, correct and complete in all     
material respects at the effective time of the VoiceStream merger could alter   
the tax consequences to VoiceStream and VoiceStream's stockholders discussed    
herein. The parties will not request, and the VoiceStream merger is not         
conditioned upon, a ruling from the IRS as to any of the United States federal  
income tax consequences of the VoiceStream merger. As a result, there can be no 
assurance that the IRS will not disagree with or challenge any of the           
conclusions concerning the VoiceStream merger set forth in this discussion.     

Consistent with the VoiceStream merger qualifying as a reorganization 
described in section 368(a) of the Code, for United States federal income tax   
purposes:                                                                       

- each holder's aggregate tax basis in the VoiceStream Holdings common
     stock received in the VoiceStream merger will be the same as his or her
    aggregate tax basis in the VoiceStream common stock surrendered in the
merger;                                                           

   - the holding period of the VoiceStream Holdings common stock received in
 the VoiceStream merger by a holder of VoiceStream common stock will
       include the holding period of the VoiceStream common stock that he or she
surrendered in the VoiceStream merger; and                        

    - no gain or loss will be recognized by VoiceStream, VoiceStream Holdings,
or the VoiceStream Holdings subsidiary which is a party to the    
VoiceStream merger as a result of the VoiceStream merger.         

    A holder of VoiceStream common stock who receives cash in exchange for his
VoiceStream common stock pursuant to the exercise of appraisal rights will      
recognize capital gain or loss equal to the difference between the tax basis of 
the VoiceStream common stock surrendered and the amount of cash received        
therefor. Such capital gain or loss will constitute long-term capital gain or   
loss if the VoiceStream common stock has been held for more than one year at the
effective time of the VoiceStream merger. Gain or loss must be calculated       
separately for each block of VoiceStream common stock surrendered, that is, for 
shares of VoiceStream common stock acquired at the same time in a single        
transaction.                                                                    

CONSEQUENCES OF THE OMNIPOINT MERGER                                            

    The following is a discussion of the material United States federal income
tax consequences of the Omnipoint merger to holders of:                         

- Omnipoint common stock;                                             

- certain warrants to acquire Omnipoint common stock; and             

- Omnipoint preferred stock.                                          

     The discussion does not address all aspects of United States federal income
taxation that may be important to you in light of your particular circumstances.
For example, it does not address tax consequences that may apply to you if you  
are a taxpayer that is subject to special treatment under                       

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the federal income tax laws, such as a bank, financial institution,             
broker-dealer, insurance company, foreign person, or tax-exempt entity, or if   
you acquired your Omnipoint common stock by exercising employee stock options or
otherwise as compensation or through a tax-qualified retirement plan, or if you 
acquired your warrants to acquire Omnipoint common stock as compensation. It    
also does not address any aspect of state, local or foreign taxation. The       
discussion assumes that you will hold your Omnipoint common stock, warrants to  
acquire Omnipoint common stock, and Omnipoint preferred stock as capital assets 
at all times. This discussion also does not address any consequences to you if, 
in addition to holding stock in Omnipoint, you also own stock in VoiceStream or 
Aerial, or any tax consequences to holders of Omnipoint Series E Preferred      
Stock, if any.                                                                  

You are urged to consult with your own tax advisor concerning the tax 
consequences of the Omnipoint merger to you.                                    

Consummation of the Omnipoint merger is conditioned upon, among other 
things, Omnipoint having received the opinion of Piper Marbury Rudnick & Wolfe  
LLP, dated the effective date of the Omnipoint merger, stating that on the basis
of the facts and assumptions set forth in such opinion:                         

    - the receipt of VoiceStream Holdings common stock by holders of Omnipoint
common stock pursuant to the Omnipoint merger will be treated as  
described in section 351 of the Code, and                         

 - no gain or loss will be recognized for federal income tax purposes by
Omnipoint in connection with the Omnipoint merger.                

 This opinion will be based upon, among other things, certificates to be
provided by officers of VoiceStream, Omnipoint, Aerial and VoiceStream Holdings,
and by 5% or greater stockholders of VoiceStream, Omnipoint and Aerial          
containing customary statements relating to the absence of plans to dispose of  
shares of VoiceStream Holdings by the holders of Omnipoint common stock,        
VoiceStream common stock and Aerial common stock, and the absence of plans on   
the part of VoiceStream Holdings to undertake or cause Omnipoint, VoiceStream or
Aerial to undertake transactions outside the ordinary course of business or to  
liquidate Omnipoint, VoiceStream or Aerial or dispose of their shares, as well  
as certain other technical requirements under the Code.                         

Assuming that:                                                        

   - the Omnipoint merger is consummated in accordance with the terms of the
reorganization agreement and as described in this joint proxy     
statement-prospectus;                                             

 - the certificates referred to above will be received and will be true,
correct and complete at the effective time of the reorganization; 

    - the assumptions set forth in the opinion referred to above will be true,
   correct and complete at the effective time of the reorganization; and

  - the Omnipoint reorganization is consummated prior to or simultaneously
with the Aerial reorganization,                                   

it is the opinion of Piper Marbury Rudnick & Wolfe LLP that, under current law: 

    - the receipt of VoiceStream Holdings common stock by holders of Omnipoint
       common stock pursuant to the Omnipoint merger will be treated as tax free
to the holders under section 351 of the Code; and                 

 - no gain or loss will be recognized for federal income tax purposes by
Omnipoint in connection with the Omnipoint merger.                

This conclusion is based on the Code, Treasury regulations promulgated          
thereunder, administrative rulings and practice, and judicial precedent, all as 
of the date hereof. All of these authorities are subject to change, possibly    
with retroactive effect. Any change in any of these authorities or failure of   

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the factual representations and assumptions to be true, correct and complete in 
all material respects at the effective time of the Omnipoint merger could alter 
the tax consequences to Omnipoint and Omnipoint's stockholders discussed herein.
The parties will not request, and the Omnipoint merger is not conditioned upon, 
a ruling from the IRS as to any of the United States federal income tax         
consequences of the Omnipoint merger. As a result, there can be no assurance    
that the IRS will not disagree with or challenge any of the conclusions         
concerning the Omnipoint merger set forth in this discussion.                   

TREATMENT OF HOLDERS OF OMNIPOINT COMMON STOCK                        

     Consistent with the receipt of VoiceStream Holdings common stock by holders
of Omnipoint common stock pursuant to the Omnipoint merger being treated as     
described in section 351 of the Code, the treatment of holders of Omnipoint     
common stock would be as follows:                                               

   Exchange of Omnipoint Common Stock Solely for VoiceStream Holdings Common
Stock                                                                 

    If you hold Omnipoint common stock and receive solely VoiceStream Holdings
common stock in exchange for your Omnipoint common stock in the Omnipoint       
merger, you will not recognize gain or loss upon the exchange. The aggregate tax
basis of the VoiceStream Holdings common stock you receive will be equal to the 
aggregate tax basis of the Omnipoint common stock you surrender, and the holding
period of the VoiceStream Holdings common stock will include your holding period
of the Omnipoint common stock surrendered. If you hold Omnipoint common stock   
and are considering making the Omnipoint stock election, you should note that   
there can be no assurance that you will receive only VoiceStream Holdings common
stock because of the possibility of proration and, therefore, there can be no   
assurance that if you make the Omnipoint stock election you will recognize no   
taxable gain upon the exchange of Omnipoint common stock.                       

Exchange of Omnipoint Common Stock Solely for Cash                    

    If you hold Omnipoint common stock and receive solely cash in exchange for
Omnipoint common stock in the Omnipoint merger or by reason of exercising       
appraisal rights under Delaware General Corporation Law, you will recognize     
capital gain or loss equal to the difference between your tax basis in the      
Omnipoint common stock you surrender and the amount of cash you receive in the  
exchange. Such capital gain or loss will be long-term capital gain or loss if   
you have held the Omnipoint common stock for more than one year as of the       
effective time of the reorganization. Gain or loss must be calculated separately
for each block of Omnipoint common stock, i.e., shares of Omnipoint common stock
acquired at the same time in a single transaction. If you hold Omnipoint common 
stock and are considering making the Omnipoint cash election, you should note   
that there can be no assurance that you will receive only cash, because of the  
possibility of proration, in exchange for your Omnipoint common stock.          

Exchange of Omnipoint Common Stock for a Combination of VoiceStream   
Holdings Common Stock and Cash                                        

If you hold Omnipoint common stock and you receive a combination of   
VoiceStream Holdings common stock and cash in exchange for your Omnipoint common
stock either because you make the Omnipoint standard election or because you    
make the Omnipoint stock election or the Omnipoint cash election but do not     
receive all stock or all cash, respectively, because of proration, you generally
will recognize capital gain realized in the transaction but will not recognize  
any loss realized in the transaction. The amount of capital gain that you       
recognize generally will be calculated separately for                           

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each block of Omnipoint common stock surrendered, i.e., shares of Omnipoint     
common stock acquired at the same time in a single transaction, and will be     
equal to the lesser of:                                                         

     - the amount of gain realized in respect of such block, i.e., the excess of
(1) the sum of the amount of cash and the fair market value of    
     VoiceStream Holdings common stock you receive that is allocable to such
       block of Omnipoint common stock over (2) the tax basis of such block; and

- the amount of cash you receive that is allocable to such block.     

     Such capital gain will be long-term capital gain if you have held the block
of Omnipoint common stock for more than one year as of the closing date of the  
Omnipoint reorganization. For this purpose, all of the cash and VoiceStream     
Holdings common stock that you receive generally will be allocated              
proportionately among the blocks of Omnipoint common stock that you surrender.  
The tax basis of the VoiceStream Holdings common stock that you receive in      
exchange for a block of Omnipoint common stock generally will be equal to your  
tax basis in the surrendered block of Omnipoint common stock, decreased by the  
amount of cash you receive in respect of such block and increased by the amount 
of gain you recognize in respect of such block. Your holding period of the      
VoiceStream Holdings common stock will include the holding period of such block 
of Omnipoint common stock surrendered.                                          

  The tax treatment to you could be different than described above and you
should consult your own tax advisor, if the Aerial reorganization and the $500  
million Sonera investment in VoiceStream Holdings are not treated, for tax      
purposes, as part of the same transaction as the Omnipoint reorganization. In   
that case, it is likely that the common stockholders of Omnipoint, together with
Hutchison PCS (USA), would own at least 50 percent of the VoiceStream Holdings  
common stock outstanding immediately after the Omnipoint reorganization, which  
would mean that the tax treatment of the cash received would be governed by     
Section 304 of the Code and not Section 351 of the Code. In such case, except as
described under "Cash In Lieu of Fractional Shares," you would be treated as    
having exchanged (1) a portion of your Omnipoint common stock for VoiceStream   
Holdings common stock in a tax-free transaction and (2) a portion of your       
Omnipoint common stock for cash. You would generally recognize capital gain or  
loss equal to the difference between the amount of cash you receive and your    
basis in the portion of your Omnipoint common stock which is surrendered in     
exchange for cash.                                                              

Federal Income Tax Considerations in Choosing an Election             

If you are a stockholder of Omnipoint who makes the Omnipoint stock   
election for all of your Omnipoint common stock and you receive cash as a result
of the proration procedures, or if you make the Omnipoint cash election for all 
of your Omnipoint common stock and you receive VoiceStream Holdings common stock
as a result of the proration procedures, the tax consequences will be those     
described above under the heading "-- Exchange of Omnipoint Common Stock for a  
Combination of VoiceStream Holdings Common Stock and Cash." At the time you make
an election, the actual federal income tax consequences of making the Omnipoint 
cash election or the Omnipoint stock election cannot be determined because you  
will not know at that time if, or to what extent, the proration procedures will 
apply.                                                                          

Cash in Lieu of Fractional Shares                                     

If you hold Omnipoint common stock and you receive cash in lieu of    
fractional shares of VoiceStream Holdings common stock, you will be treated as  
having received the fractional shares in the Omnipoint merger and then as having
sold them, and you will recognize gain or loss equal to the difference between  
the ratable portion of your tax basis in the Omnipoint common stock that you    
surrendered in the Omnipoint merger that is allocated to such fractional shares,
and the cash received                                                           

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in lieu thereof. Any gain or loss attributable to fractional shares generally   
will be capital gain or loss. Any such capital gain or loss will be long-term   
capital gain or loss if you have held the Omnipoint common stock for more than  
one year at the effective time of the reorganization.                           

TREATMENT OF OMNIPOINT WARRANT HOLDERS                                

If you hold a warrant to acquire Omnipoint common stock, other than a 
warrant issued in connection with the performance of services, and you exercise 
the warrant before the effective time, you will not recognize gain or loss as a 
result of such exercise. When you then exchange the Omnipoint common stock which
you received upon exercise in the Omnipoint merger, the federal income tax      
consequences will be the same as those described above for the holders of       
Omnipoint common stock. However, your holding period for the Omnipoint common   
stock received upon the exercise of the warrant will begin only upon such       
exercise. As a result, any capital gain recognized in the Omnipoint merger with 
respect to Omnipoint common stock acquired by exercise of a warrant is likely to
be short-term.                                                                  

If you hold a warrant to acquire Omnipoint common stock and you do not
exercise such warrant before the effective time you will recognize capital gain,
and possibly capital loss, upon the conversion of such warrant into a new       
warrant to purchase shares of VoiceStream Holdings.                             

  If you are not also surrendering Omnipoint common stock in the Omnipoint
merger, the amount of capital gain or loss that you must recognize with respect 
to the receipt of a VoiceStream Holdings warrant will be equal to the difference
between your tax basis in the warrant surrendered and the fair market value of  
the VoiceStream Holdings warrant that you receive. Such gain or loss will be    
long term capital gain or loss if you have held the warrant surrendered for more
than one year as of the effective time. Gain or loss must be allocated          
separately for each block of warrants surrendered, i.e., warrants to acquire    
Omnipoint common stock acquired in a single transaction.                        

   If you are surrendering Omnipoint common stock in the Omnipoint merger in
addition to a warrant to acquire Omnipoint common stock, the method for         
determining the amount of capital gain or loss to be recognized upon surrender  
of the warrant is not entirely clear. One approach would be to allocate the fair
market value of the VoiceStream Holdings warrants and any VoiceStream Holdings  
common stock and cash received in the exchange proportionately among the blocks 
of Omnipoint common stock and the blocks of warrants to acquire Omnipoint common
stock surrendered to determine the amount of capital gain. Under this approach, 
the capital gain recognized in the exchange will be calculated separately for   
each block of Omnipoint common stock and each block of warrants to acquire      
Omnipoint common stock surrendered and, with respect to each such block, will be
equal to the lesser of:                                                         

   - the amount of capital gain realized in respect of such block, i.e., the
     excess of the sum of (1) any cash, the fair market value of VoiceStream
     Holdings common stock and the fair market value of VoiceStream Holdings
     warrants allocated to such block, over (2) the tax basis of such block;
and                                                               

    - the amount of cash and the fair market value of the VoiceStream Holdings
warrants allocated to such block.                                 

  Such capital gain with respect to a block of Omnipoint common stock or a
block of warrants to acquire Omnipoint common stock will be long-term capital   
gain if such block exchanged in the Omnipoint reorganization has been held for  
more than one year as of the closing of the Omnipoint reorganization. Under this
approach, you would not recognize any loss.                                     

A second approach would be to treat the transaction as:               

     - an exchange of Omnipoint common stock for any VoiceStream Holdings common
       stock plus any cash subject to the tax consequences described above under
the heading "-- Exchange of                                       

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     Omnipoint Common Stock for a Combination of VoiceStream Holdings Common
Stock and Cash," and                                              

- a separate, fully taxable, exchange of warrants to acquire Omnipoint
common stock for VoiceStream Holdings warrants, subject to the tax
consequences described above for a holder of a warrant to acquire 
      Omnipoint common stock who is not also exchanging Omnipoint common stock
in the Omnipoint merger.                                          

    The tax treatment to you could be different from that described above, and
you should consult your own tax advisor, if the Aerial reorganization and the   
$500 million Sonera investment are not treated, for tax purposes, as part of the
same transaction as the Omnipoint reorganization. In that case, it is likely    
that the common stockholders of Omnipoint, together with Hutchison PCS (USA),   
would own at least 50 percent of the VoiceStream Holdings common stock          
outstanding immediately after the Omnipoint reorganization, which would mean    
that the tax treatment of the cash received, but not the warrants, would be     
governed by section 304 of the Code and not section 351 of the Code. In such    
case, the tax treatment to you of any cash allocable to a block of Omnipoint    
common stock surrendered by you would be determined in the same manner as the   
tax treatment determined under section 304 of the Code for any cash received by 
holders of Omnipoint common stock who exchange such stock for a combination of  
VoiceStream Holdings common stock and cash as described under the heading       
"-- Exchange of Omnipoint Common Stock for a Combination of VoiceStream Holdings
Common Stock and Cash."                                                         

     It is not clear which of these two methods might be required by the IRS and
it is possible that the IRS might require the use of another method.            

    Either method could turn out to be more or less favorable for a particular
holder, depending on the amount of overall gain or loss that such holder        
realized with respect to the Omnipoint common stock and warrants to acquire     
Omnipoint common stock, the amount of gain or loss recognized with respect to   
cash received, if any, by such holder in the Omnipoint merger and the amount of 
basis that such holder has in the warrants.                                     

Tax Consequences if Aerial Reorganization Occurs Before Omnipoint     
Reorganization.                                                                 

  Under the terms of the Omnipoint reorganization agreement and the Aerial
reorganization agreement, it is possible that the Aerial reorganization could   
take place before the Omnipoint reorganization. This could occur if             

     - the Omnipoint reorganization has not occurred by June 30, 2000, or, under
certain circumstances, March 31, 2000;                            

- neither Omnipoint nor VoiceStream elects to terminate the Omnipoint 
reorganization agreement; and                                     

  - all other conditions to the Aerial reorganization have been satisfied.

 If the Aerial reorganization were in fact to occur before the Omnipoint
reorganization, the receipt of VoiceStream Holdings common stock by holders of  
Omnipoint common stock pursuant to the Omnipoint merger would be treated as     
described in section 351 of the Code, and the tax consequences described above  
would apply only if the Aerial reorganization, the VoiceStream merger, the      
Omnipoint reorganization, the $957 million Hutchison investments and the $500   
million Sonera investment were all treated as parts of a single transaction for 
federal income tax purposes. Because of the inherently factual nature of this   
determination, if the Aerial reorganization were to close before the Omnipoint  
reorganization, it is likely that Piper Marbury Rudnick & Wolfe LLP would be    
unable to render the opinion described above, in which case Omnipoint would not 
be required to consummate the Omnipoint reorganization. Omnipoint does not      
intend to waive the condition of                                                

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receipt of a favorable tax opinion, and will not waive the condition without    
resoliciting and obtaining shareholder approval.                                

TREATMENT OF HOLDERS OF OMNIPOINT PREFERRED STOCK                     

 Conversion of Omnipoint 7% Convertible Preferred Prior to the Omnipoint
Merger                                                                

 If you hold Omnipoint 7% Convertible Preferred and you elect to convert
such stock into Omnipoint common stock prior to the closing of the Omnipoint    
merger, you generally will not recognize gain or loss as a result of such       
conversion. The aggregate tax basis of the Omnipoint common stock you receive on
conversion will generally be equal to your aggregate tax basis in the Omnipoint 
7% Convertible Preferred converted and the holding period of the Omnipoint      
common stock received in the conversion will include the holding period of the  
Omnipoint 7% Convertible Preferred surrendered in the exchange. When you        
exchange the Omnipoint common stock received upon conversion in the Omnipoint   
merger, the federal income tax consequences will be the same as those described 
above for holders of Omnipoint common stock.                                    

Treatment of Omnipoint 7% Convertible Preferred Stock Outstanding as of the   
Closing of the Omnipoint Merger                                               

   There will be no federal income tax consequences to a holder of Omnipoint
7% Convertible Preferred whose stock remains outstanding as of the closing of   
the Omnipoint merger, and such a holder will not recognize gain or loss, as a   
result of the Omnipoint merger.                                                 

Conversion of Omnipoint 7% Convertible Preferred Stock into VoiceStream       
Holdings Common Stock and Cash after the Closing of the Omnipoint Merger      

    If you hold Omnipoint 7% Convertible Preferred and then convert such stock
into VoiceStream Holdings common stock and cash after the effective time of the 
Omnipoint merger, you generally will recognize capital gain or loss, equal to   
the difference between the tax basis of the Omnipoint 7% Convertible Preferred  
surrendered and the amount of cash and the fair market value of the VoiceStream 
Holdings common stock received upon conversion. Such capital gain or loss will  
be long-term capital gain or loss if you have held the Omnipoint 7% Convertible 
Preferred for more than one year as of the date of the conversion. Gain or loss 
must be calculated separately for each block of Omnipoint 7% Convertible        
Preferred, i.e., shares of Omnipoint 7% Convertible Preferred stock acquired at 
the same time in a single transaction.                                          

Reporting Requirements                                                      

  Each holder of Omnipoint common stock that receives VoiceStream Holdings
common stock in exchange for Omnipoint common stock and each holder of Omnipoint
7% Convertible Preferred who exchanges such stock for Omnipoint common stock    
prior to the closing of the Omnipoint reorganization will be required to retain 
records and file with such holder's United States federal income tax return a   
statement setting forth certain facts relating to the exchange. This statement  
and such records must include, among other things, the adjusted tax basis and   
number of Omnipoint shares which you transfer in the exchange and the number of 
shares and fair market value of the VoiceStream Holdings common stock received  
by you.                                                                         

CONSEQUENCES OF THE OMNIPOINT REORGANIZATION UNDER VOICESTREAM'S TAX SHARING    
AGREEMENT                                                                       

BACKGROUND                                                                      

     On May 3, 1999, Western Wireless distributed to its stockholders all of its
shares of VoiceStream's stock. Western Wireless had previously received a ruling
from the IRS to the effect                                                      

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that the distribution, or "spin-off," would not result in the recognition of    
income or gain by Western Wireless or its stockholders. At the time of the      
spin-off, VoiceStream generally agreed to indemnify Western Wireless on an      
after-tax basis for any taxes, penalties, and interest and various other        
expenses incurred by Western Wireless as a result of its recognition of gain    
upon the spin-off under section 355(e) of the Code, notwithstanding the IRS     
ruling. We call this indemnity agreement the "Tax Sharing Agreement."           

 Under section 355(e) of the Code, Western Wireless would recognize gain
upon the spin-off, notwithstanding the IRS ruling, if the spin-off were part of 
a "prohibited plan," that is, a plan or series of related transactions pursuant 
to which one or more persons acquire, directly or indirectly, 50 percent or more
of VoiceStream's stock. For this purpose, if an existing VoiceStream stockholder
did not acquire his existing VoiceStream stock pursuant to a prohibited plan,   
then additional direct or indirect acquisitions of VoiceStream's stock by that  
stockholder also are not part of a prohibited plan, to the extent there is no   
decrease in the percentage of stock owned directly or indirectly in VoiceStream 
by each VoiceStream stockholder immediately before the additional acquisitions. 

Acquisitions of 50% or more of VoiceStream's stock, in the aggregate, 
occurring during the four year period beginning two years before the spin-off   
would give rise to a rebuttable presumption that the spin-off was part of a     
prohibited plan.                                                                

CONSEQUENCES OF THE OMNIPOINT REORGANIZATION                                    

  VoiceStream Holdings' acquisition of VoiceStream's stock pursuant to the
Omnipoint reorganization, in conjunction with the $957 million Hutchison        
investments, the $500 million Sonera investment in VoiceStream Holdings, the    
Aerial reorganization and Hutchison's acquisition of its existing VoiceStream   
stock within two years prior to the spin-off, would give rise to a rebuttable   
presumption that the spin-off was part of a prohibited plan. (VoiceStream       
Holdings' acquisition of VoiceStream's stock, by itself, would not cause this   
result because each VoiceStream stockholder would continue to own indirectly,   
through VoiceStream Holdings, the same percentage of VoiceStream stock that he  
previously owned directly.)                                                     

At present, there is no direct authority that specifies the precise   
standard that must be met in order to rebut the presumption and establish that  
the spin-off was not part of a prohibited plan. The IRS recently proposed       
regulations dealing with this issue. However, these proposed regulations remain 
subject to IRS revision and, in any event, will have a prospective effective    
date when finalized and thus will not apply to the spin-off.                    

    The proposed regulations are a strong indication, however, of what the IRS
presently believes the standard should be for rebutting the presumption that a  
spin-off is part of a prohibited plan. In cases where the presumption arises    
because stock of a spun-off corporation was acquired pursuant to a contract     
entered into within six months after the spin-off, the proposed regulations     
require, among other things, that two facts be established by clear and         
convincing evidence to rebut the presumption. First, it generally must be       
established that, at the time of the spin-off, the corporations participating in
the spin-off and their controlling stockholders did not intend that a prohibited
stock acquisition would occur. Second, it generally must be established that, at
the time of the spin-off, the corporations participating in the spin-off and    
their controlling stockholders did not reasonably anticipate that a prohibited  
stock acquisition more likely than not would occur. The proposed regulations set
forth certain other rules in cases where the presumption arises because stock of
a spun-off corporation was acquired within two years prior to the spin-off.     

     In the absence of direct authority, and although the issue is not free from
doubt, VoiceStream believes that it should be able to establish that the        
spin-off and VoiceStream Holdings' acquisition of VoiceStream's stock pursuant  
to the Omnipoint reorganization, in conjunction with the $957 million           

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Hutchison investments, the $500 million Sonera investment, the Aerial           
reorganization, and Hutchison's acquisition of its existing VoiceStream stock   
within two years prior to the spin-off, are not pursuant to a prohibited plan. A
partial summary of the facts that VoiceStream believes it should be able to     
establish supporting this position is set forth in the next two paragraphs.     

   Hutchison acquired its existing VoiceStream stock approximately 15 months
before the spin-off, pursuant to a contract entered into approximately 19 months
before the spin-off. VoiceStream believes that Hutchison's acquisition should   
not be considered to have been pursuant to a prohibited plan because it occurred
long before it was clear that the spin-off would take place and long before     
VoiceStream had any plan to combine with Omnipoint or engage in the other       
transactions. In addition, Hutchison's acquisition had no effect on the         
spin-off, which would have taken place at the same time, and on the same terms, 
had Hutchison not made its acquisition. As a result, VoiceStream believes that  
Hutchison's proposed acquisitions of indirect interests in VoiceStream's stock  
pursuant to the Omnipoint reorganization and the other transactions also should 
not be considered to be pursuant to a prohibited plan, to the extent there is no
decrease in the percentage of stock owned directly or indirectly in VoiceStream 
by each VoiceStream stockholder immediately before the acquisitions.            
Furthermore, VoiceStream presently expects that the stockholders of VoiceStream,
including Hutchison, will receive interests in VoiceStream through VoiceStream  
Holdings as a result of the Omnipoint reorganization and the other transactions 
that represent more than 50% of VoiceStream's stock, excluding for this purpose 
any of Hutchison's percentage interest in VoiceStream that represents an        
increase over its percentage interest prior to the Omnipoint reorganization and 
the other transactions. Assuming that will be the case, VoiceStream thus        
believes that the Omnipoint reorganization and the other transactions should not
be considered to be part of a prohibited plan. VoiceStream believes that the    
same result should arise if the Omnipoint reorganization is completed but the   
Aerial reorganization is not, and if the Aerial reorganization is completed but 
the Omnipoint reorganization is not. The IRS could disagree with VoiceStream's  
conclusions under the standards it has articulated in the proposed regulations, 
or otherwise.                                                                   

    In addition, apart from whether Hutchison's existing VoiceStream stock was
acquired pursuant to a prohibited plan, VoiceStream does not believe that the   
spin-off should be considered to be part of a prohibited plan. The spin-off was 
originally conceived by Western Wireless in late 1997. Thereafter, in           
discussions that took place during September 1998 through the beginning of      
February 1999, VoiceStream and Omnipoint considered the possibility of having   
VoiceStream make an equity investment in Omnipoint or combining their two       
companies. These discussions were terminated on February 12, 1999. At that time,
no material term of a VoiceStream equity investment or VoiceStream-Omnipoint    
combination had been agreed upon, formally or informally. In particular, the    
parties' disagreement at that time over the relative values of the two companies
appeared to be irreconcilable, without a fundamental change in view by one of   
the parties. Beginning on February 12, 1999, and continuing until May 5, 1999,  
two days after the spin-off, VoiceStream and Omnipoint were prohibited from     
communicating with each other because each was participating, directly or       
indirectly, in an FCC auction of spectrum licenses and applicable FCC rules     
prohibited the participants from communicating with each other. During this     
period, Omnipoint engaged in active discussions with unrelated persons          
concerning a possible equity investment in Omnipoint or combination transaction 
with Omnipoint, in lieu of any such transaction with VoiceStream, and exchanged 
term sheets with a number of such persons. Thus, at the time the spin-off       
occurred, VoiceStream and Omnipoint had not communicated for approximately three
months, any possible combination transaction between them was highly            
speculative, and it could not be anticipated with any reasonable degree of      
confidence that any combination transaction would occur. (Similarly, at the time
the spin-off occurred, any possible combination transaction between VoiceStream 
and Aerial was highly speculative, Aerial was under a contractual obligation to 
negotiate exclusively with Sonera concerning any Aerial combination transaction,
and it could not be anticipated with any reasonable                             

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degree of confidence that any such combination transaction would occur.)        
Conversely, the spin-off was conceived of apart from any combination transaction
with Omnipoint or Aerial, was effected during the period that VoiceStream and   
Omnipoint were not speaking (and VoiceStream and Aerial were prohibited from    
negotiating), and was implemented entirely without regard to, and independent   
of, any possible combination transaction with Omnipoint or Aerial. Finally, at  
the time the spin-off occurred, VoiceStream was aware of the law concerning     
prohibited plans and did not intend to participate in a prohibited plan.        

    No assurance can be given that the IRS would not successfully contend that
VoiceStream has failed to establish one or more of the facts set forth in the   
prior two paragraphs. Furthermore, no assurance can be given that the IRS would 
not contend, in any event, that the spin-off and VoiceStream Holdings'          
acquisition of VoiceStream's stock pursuant to the Omnipoint reorganization, in 
conjunction with the $957 million Hutchison investments, the $500 million Sonera
investment, the Aerial reorganization, and Hutchison's acquisition of its       
existing VoiceStream stock within two years prior to the spin-off, are pursuant 
to a prohibited plan. If the IRS were to assert that the spin-off was part of a 
prohibited plan, it also would likely seek to revoke retroactively its ruling   
that Western Wireless would not recognize gain as a result of the spin-off.     

     No assurance can be given that a court would disagree with an IRS assertion
that the spin-off and VoiceStream Holdings' acquisition of VoiceStream's stock  
pursuant to the Omnipoint reorganization, in conjunction with the other         
transactions and Hutchison's acquisition of its existing VoiceStream stock      
within two years prior to the spin-off, are pursuant to a prohibited plan. If a 
court were to agree with such an IRS assertion, Western Wireless would be       
required to recognize gain upon the spin-off under section 355(e) of the Code,  
and VoiceStream would be required to indemnify Western Wireless on an after tax 
basis for its resulting taxes, penalties, if any, and interest, and various     
other expenses, under the Tax Sharing Agreement. VoiceStream estimates that the 
range of its indemnity exposure, not including interest and any penalties, is   
from zero to $400 million. Thus, if VoiceStream is required to make an indemnity
payment to Western Wireless, it could have a material adverse effect on         
VoiceStream Holdings.                                                           

INTERESTS OF CERTAIN PERSONS IN THE OMNIPOINT REORGANIZATION                    

VOICESTREAM AFFILIATED PERSONS                                                  

    In considering the recommendation of the VoiceStream board with respect to
approval and adoption of the Omnipoint reorganization agreement, stockholders of
VoiceStream should be aware that some directors and officers of VoiceStream have
interests, set forth below, that are in addition to their interests as          
stockholders of VoiceStream.                                                    

VOICESTREAM DIRECTORS                                                 

  The current members of the VoiceStream board, John W. Stanton, Robert R.
Stapleton, Donald Guthrie, John L. Bunce, Jr., Mitchell R. Cohen, Daniel J.     
Evans, Canning Fok, Jonathan M. Nelson, Terence M. O'Toole and Hans Snook, will 
become members of the VoiceStream Holdings board upon the closing of the        
Omnipoint reorganization. Mr. Bunce has advised the board that he will resign   
prior to the effective date of the Omnipoint reorganization. See "The           
VoiceStream Holdings Voting Agreement."                                         

HUTCHISON                                                             

     In connection with the Omnipoint reorganization, Hutchison will be entitled
to designate two additional directors, for a total of four directors, of the    
VoiceStream Holdings board.                                                     

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INDEMNIFICATION AND INSURANCE                                         

 The Omnipoint reorganization agreement requires VoiceStream Holdings to
indemnify officers and directors of VoiceStream and its subsidiaries with       
respect to acts taken by them in their respective capacities on or prior to the 
effective time of the reorganization, to the same extent provided under         
VoiceStream's certificate of incorporation and bylaws. Additionally, the        
directors of VoiceStream selected to join the VoiceStream Holdings board will be
entitled to the same indemnification as provided to other directors on the      
VoiceStream Holdings board, as provided in the VoiceStream Holdings certificate 
of incorporation and bylaws.                                                    

  VoiceStream Holdings also has agreed to provide, for six years following
the effective time of the Omnipoint reorganization, ongoing directors' and      
officers' liability insurance relating to acts and omissions occurring prior to 
the completion of the Omnipoint reorganization for each person who was covered  
by the corresponding insurance maintained by VoiceStream as of June 23, 1999.   
The Omnipoint reorganization agreement provides that the insurance coverage to  
be maintained by VoiceStream Holdings must be no less favorable with respect to 
coverage and amount than that provided under VoiceStream's current policies as  
of June 23, 1999. If, however, VoiceStream Holdings cannot obtain comparable    
insurance for a price less than 200% of the yearly rate being paid by           
VoiceStream at June 23, 1999, then VoiceStream Holdings will only be obligated  
to provide a policy with the best coverage then available at 200% of that yearly
rate.                                                                           

EQUITY BASED AWARDS                                                   

In accordance with the terms of the stock option plans maintained by  
VoiceStream and the terms of the Omnipoint reorganization agreement, all awards 
of stock options outstanding at the time of the Omnipoint reorganization        
automatically will be converted into similar options exercisable for shares of  
VoiceStream Holdings common stock on a one-for-one basis. The vesting of these  
new VoiceStream Holdings options will not be accelerated as a result of the     
transactions described in the reorganization agreement.                         

OMNIPOINT AFFILIATED PERSONS                                                    

  In considering the recommendation of the Omnipoint board with respect to
approval and adoption of the Omnipoint reorganization agreement, stockholders of
Omnipoint should be aware that certain directors and officers of Omnipoint have 
interests, set forth below, relating to the Omnipoint merger that are in        
addition to their interests as stockholders of Omnipoint.                       

OMNIPOINT DIRECTORS                                                   

   The Omnipoint reorganization agreement provides that four current members
of the Omnipoint board designated by Omnipoint will become members of the       
VoiceStream Holdings board upon the closing of the Omnipoint reorganization. The
persons designated by Omnipoint are Douglas G. Smith, Richard L. Fields, James  
N. Perry, Jr. and James J. Ross. See "Business of VoiceStream                   
Holdings -- Executive Officers and Directors."                                  

INDEMNIFICATION AND INSURANCE                                         

 The Omnipoint reorganization agreement requires VoiceStream Holdings to
indemnify officers and directors of Omnipoint and its subsidiaries with respect 
to acts taken by them in their respective capacities on or prior to the         
effective time of the Omnipoint reorganization, to the same extent provided     
under Omnipoint's certificate of incorporation and bylaws. Additionally, the    
directors of Omnipoint selected to join the VoiceStream Holdings board will be  
entitled to the same indemnification as provided to other directors on the      
VoiceStream Holdings board, as provided in the VoiceStream Holdings certificate 
of incorporation and bylaws.                                                    

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  VoiceStream Holdings also has agreed to provide, for six years following
the effective time of the Omnipoint reorganization, ongoing directors' and      
officers' liability insurance relating to acts and omissions occurring prior to 
the completion of the Omnipoint reorganization for each person who was covered  
by the corresponding insurance maintained by Omnipoint as of June 23, 1999. The 
Omnipoint reorganization agreement provides that the insurance coverage to be   
maintained by VoiceStream Holdings must be no less favorable with respect to    
coverage and amount than that provided under Omnipoint's coverage as of June 23,
1999. If, however, VoiceStream Holdings cannot obtain comparable insurance for a
price less than 200% of the yearly rate being paid by Omnipoint at June 23,     
1999, then VoiceStream Holdings will only be obligated to provide a policy with 
the best coverage then available at 200% of that yearly rate.                   

EQUITY BASED AWARDS AND EMPLOYMENT AGREEMENTS                         

In accordance with the terms of the stock option plans maintained by  
Omnipoint and the terms of the Omnipoint reorganization agreement, all stock    
options outstanding at the time of the Omnipoint reorganization automatically   
will be converted into similar options exercisable for shares of VoiceStream    
Holdings common stock, adjusted to reflect the exchange ratio of Omnipoint      
common stock in the Omnipoint reorganization. The vesting of these new          
VoiceStream Holdings options will not be accelerated as a result of the         
transactions described in the Omnipoint reorganization agreement, except (1) in 
the case of certain Omnipoint employees identified below whose employment or    
stock option agreements provide for acceleration of these options as a result of
such transactions, and (2) in the case of all other Omnipoint employees, in the 
event of the termination or material reduction of their employment              
responsibilities within one year of the Omnipoint reorganization.               

   Omnipoint has entered into an employment agreement with Douglas G. Smith,
under which he currently serves as President, CEO and Chairman of Omnipoint.    
Among other things, this agreement provides that upon the completion of certain 
business combinations, dispositions or related transactions, Mr. Smith will,    
subject to certain limited restrictions, receive a one-time incentive bonus     
equal to four times his base salary plus bonus, which equals $2.4 million, of   
which $1.5 million was paid on signing of the Omnipoint reorganization          
agreement. The remaining $900,000 will be paid upon closing of the Omnipoint    
reorganization. Also, if certain excess payment taxes apply to any payments or  
distributions made to him, Mr. Smith will be entitled to receive an additional  
tax "gross-up" payment, which will put him in the same financial position       
after-tax that he would have been in if that excise tax did not apply. If Mr.   
Smith resigns from his position for good reason or is terminated without cause, 
he will be entitled to a lump sum severance payment equal to the sum of his full
annual salary and target bonus for the 12 months preceding his resignation or   
termination. In such event, Mr. Smith also will be entitled to an additional    
amount, equivalent to the severance payment, but paid out in equal installments 
over the 12-month period that begins one year after Mr. Smith's termination.    

     The employment agreement between Omnipoint and George Schmitt, an Executive
Vice President of Omnipoint and President of Omnipoint Communications Services, 
LLC entitled Mr. Schmitt to purchase 50,000 restricted shares of Omnipoint      
common stock which he paid for with a $750,000 promissory note to Omnipoint. The
current amount due on the promissory note, including accrued interest, is       
approximately $1,100,000. These restrictions will lapse if Mr. Schmitt is       
terminated after the Omnipoint reorganization. The employment agreement provides
that if Mr. Schmitt's employment terminates for any reason other than "cause",  
the principal and accrued interest on the promissory note will be forgiven in   
proportion to the amount of the five-year employment term that has been served  
by Mr. Schmitt. Also, the employment agreement provides for severance pay equal 
to up to twice Mr. Schmitt's annual salary and target bonus, payable in the     
event of the termination of his employment without cause or his resignation for 
good reason, and continued                                                      

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medical benefits for one year. When the Omnipoint reorganization is completed,  
vesting will accelerate for 474,875 of Mr. Schmitt's stock options, adjusted to 
reflect the exchange ratio in the Omnipoint reorganization assuming that the    
Omnipoint reorganization is completed on March 1, 2000 and the price of         
VoiceStream common stock is $112.69 per share at that time. The weighted average
exercise price of these accelerated stock options would be $17.56 per share.    
Assuming that the per share price of VoiceStream common stock is $112.69 at the 
time the Omnipoint reorganization is completed, the aggregate value of the      
shares subject to the accelerated options would exceed the aggregate option     
exercise price by approximately $45.2 million at the time of the Omnipoint      
reorganization.                                                                 

The employment agreement between Omnipoint and Kjell S. Andersson, an 
Executive Vice President of Omnipoint and the President of Omnipoint Technology 
Holdings, Inc. entitled Mr. Andersson to purchase 60,000 restricted shares of   
Omnipoint common stock which he paid for with a $1,087,500 promissory note to   
Omnipoint. The current amount due on the promissory note, including accrued     
interest, is approximately $1,700,000. The restrictions lapse periodically over 
the five-year period ending November 3, 2001. The applicable stock restriction  
agreement provides that if Mr. Andersson's employment is terminated without     
cause, as such term is defined in his employment agreement, or he resigns with  
good reason, in each case following a change of control of Omnipoint, any       
remaining restrictions on the shares lapse and the principal and accrued        
interest on the promissory note will be forgiven. Also, the employment agreement
provides for severance pay equal to twice Mr. Andersson's annual salary and     
bonus compensation, payable in the event of the termination of his employment   
without cause or resignation for good reason, and continued medical benefits for
two years. When the Omnipoint reorganization is completed, vesting will         
accelerate for 68,812 of Mr. Andersson's stock options, adjusted to reflect the 
exchange ratio in the Omnipoint reorganization assuming that the Omnipoint      
reorganization is completed on March 1, 2000 and the price of VoiceStream common
stock is $112.69 per share at that time. The weighted average exercise price of 
these accelerated stock options would be $24.37 per share. Assuming that the    
price per share of VoiceStream common stock is $112.69 at the time the Omnipoint
reorganization is completed, the aggregate value of the shares subject to the   
accelerated options would exceed the aggregate option exercise price by         
approximately $6.1 million at the time of the Omnipoint reorganization.         

     The employment agreement between Omnipoint and Harry Plonskier, Omnipoint's
Treasurer and acting Chief Financial Officer, provides for one year's severance 
pay upon his disability or the termination of his employment without cause. When
the Omnipoint reorganization is completed, vesting will accelerate for 70,528 of
Mr. Plonskier's stock options, adjusted to reflect the exchange ratio in the    
Omnipoint reorganization assuming that the Omnipoint reorganization is completed
on March 1, 2000 and the price of VoiceStream common stock is $112.69 per share 
at that time. The weighted average exercise price of these accelerated stock    
options would be $17.58 per share. Assuming that the price per share of         
VoiceStream common stock is $112.69 at the time the Omnipoint reorganization is 
completed, the aggregate value of the shares subject to the accelerated options 
would exceed the aggregate option exercise price by approximately $6.7 million  
at the time of the Omnipoint reorganization.                                    

     The employment agreement between Omnipoint and Evelyn Goldfine, Omnipoint's
Chief Administrative Officer and a director, provides for an increase in her    
salary to $150,000, effective retroactively to January 1, 1999; one year's      
severance pay payable in the event of her death, disability, termination of     
employment without cause or resignation for good reason; and the grant of 36,000
stock options, 6,000 of which have a one cent exercise price per share and      
30,000 of which have a $16 exercise price per share. One year after the         
Omnipoint reorganization is completed, vesting will accelerate for 10,393 of Ms.
Goldfine's stock options, adjusted to reflect the exchange ratio in the         
Omnipoint reorganization assuming the price of VoiceStream common stock is      
$112.69 per share at that time. The weighted average exercise price of these    
accelerated stock options would be $16.93 per                                   

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share. Assuming that the price per share of VoiceStream common stock is $112.69 
at the time the Omnipoint reorganization is completed, the aggregate value of   
the shares subject to the accelerated options would exceed the aggregate option 
exercise price by approximately $1.0 million at the time of the Omnipoint       
reorganization.                                                                 

The following table identifies the directors and executive officers of
Omnipoint who may have an interest in the Omnipoint reorganization, and if      
applicable and practicable, a quantification of the benefit to be received by   
those persons as a result of the Omnipoint reorganization, other than any       
interest arising solely from the ownership of Omnipoint common stock in which   
these persons receive no extra or special benefit not shared on a pro rata basis
with other Omnipoint stockholders.                                              

                                                        [Enlarge/Download Table]

                                                                                    APPROXIMATE  
                                                            NATURE OF                  DOLLAR    
                        TITLE OR POSITION             INTEREST IN OMNIPOINT            AMOUNT    
      PERSON              WITH OMNIPOINT                 REORGANIZATION            OF INTEREST(1)
      ------            -----------------             ---------------------        --------------
                                                                                                 
Douglas G. Smith    Chairman, President and     VoiceStream Holdings Directorship            --  
                    Chief Executive Officer     Incentive Bonus                     $ 2,400,000  
                                                Potential Severance Payment         $ 1,200,000  

George Schmitt      Executive Vice President    Stock Options                       $45,173,000  
                    and Director                Potential Loan Forgiveness          $ 1,100,000  
                                                Potential Severance Payment         $ 1,200,000  

Kjell S. Andersson  Executive Vice President    Stock Options                       $ 6,077,000  
                    and President of Omnipoint  Potential Severance Payment         $   474,000  
                    Technology Holdings, Inc.   Potential Loan Forgiveness          $ 1,700,000  

Harry Plonskier     Treasurer and Acting Chief  Stock Options                       $ 6,708,000  
                    Financial Officer           Potential Severance Payment         $   240,500  

Evelyn Goldfine     Chief Administrative        Stock Options                       $   995,000  
                    Officer                                                                      
                                                Potential Severance Payment         $   150,000  

Richard L. Fields   Director                    VoiceStream Holdings Directorship       --       

James N. Perry      Director                    VoiceStream Holdings Directorship       --       

James J. Ross       Vice Chairman and Director  VoiceStream Holdings Directorship       --       

---------------                                                                 

(1) The calculations set forth in this column are based upon assumptions and    
other facts described in the preceding paragraphs.                      

MISCELLANEOUS                                                                   

  In connection with its services as a financial advisor to Omnipoint with
respect to various matters, including the Omnipoint reorganization, Allen & Co. 
is entitled to a financial advisory fee of $7,500,000 and reimbursement of      
certain fees and expenses from Omnipoint. Richard Fields, a director of         
Omnipoint who is expected to serve as a director of VoiceStream Holdings, is a  
Managing Director and an Executive Vice President of Allen & Co.                

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THE AERIAL REORGANIZATION 

THE AERIAL REORGANIZATION AGREEMENT                                             

The parties to the Aerial reorganization agreement are VoiceStream,   
VoiceStream Holdings, a subsidiary of VoiceStream Holdings, Aerial and TDS.     

In addition to the following summary of the Aerial reorganization     
agreement, you should read the entire Aerial reorganization agreement, which is 
attached as Annex D.                                                            

STRUCTURE OF THE AERIAL REORGANIZATION                                          

  Prior to the closing of both the Aerial reorganization and the Omnipoint
reorganization, VoiceStream Holdings will own all of the outstanding stock of   
three newly formed subsidiaries. At the closing of the Aerial reorganization,   
one of the subsidiaries will merge with and into Aerial, with Aerial being the  
surviving entity and, if it has not already done so as a result of the earlier  
closing of the Omnipoint reorganization, another of the subsidiaries will be    
merged with and into VoiceStream with VoiceStream being the surviving entity. At
the closing of the Omnipoint reorganization, whether it occurs before, after or 
simultaneously with the closing of the Aerial reorganization, the remaining     
subsidiary will be merged with and into Omnipoint, with Omnipoint being the     
surviving entity.                                                               

CONVERSION OF VOICESTREAM COMMON STOCK TO VOICESTREAM HOLDINGS COMMON STOCK     

   If the Omnipoint reorganization closes prior to the closing of the Aerial
reorganization, the conversion of VoiceStream common stock into VoiceStream     
Holdings common stock will occur at the closing of the Omnipoint reorganization.
In such event, there will be no change to the VoiceStream common stock or       
VoiceStream Holdings common stock at the closing of the Aerial reorganization.  

     If the Omnipoint reorganization closes concurrently with the closing of the
Aerial reorganization, the conversion of VoiceStream common stock into          
VoiceStream Holdings common stock will occur at the closing of the Omnipoint    
reorganization.                                                                 

    If the Omnipoint reorganization has not closed prior to the closing of the
Aerial reorganization, then at the closing of the Aerial reorganization:        

     - each outstanding share of VoiceStream common stock will be converted into
one share of VoiceStream Holdings common stock; and               

    - each certificate representing shares of VoiceStream common stock will be
deemed to represent an equivalent number of shares of VoiceStream 
Holdings common stock.                                            

CONVERSION OF AERIAL COMMON STOCK TO VOICESTREAM HOLDINGS COMMON STOCK          

  At the closing of the Aerial reorganization, each share of Aerial common
stock held by an Aerial stockholder will be converted into the right to receive 
shares of VoiceStream Holdings common stock. Each Aerial stockholder, except TDS
and Sonera, will have the opportunity to elect to receive cash, stock or a      
combination of cash and stock for its shares of Aerial common stock. It is      
possible that the amount of cash to be received by an Aerial stockholder        
pursuant to the Aerial cash election may be higher or lower than the value of   
the shares of VoiceStream Holdings that such stockholder would receive pursuant 
to the Aerial stock election.                                                   

  - The Aerial Stock Election. An Aerial stockholder who elects to receive
   VoiceStream Holdings stock will be asking to receive shares of common
      stock of VoiceStream Holdings at an exchange ratio of 0.455 per share of
      Aerial common stock, except as provided in the following two paragraphs.

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- Adjustment to the Aerial Stock Election relating to the Omnipoint   
Reorganization. If the Aerial reorganization closes prior to the  
     Omnipoint reorganization and if the 15-day weighted average of the high
     and low trading prices of VoiceStream common stock immediately prior to
     the effective time of the Aerial reorganization is less than $39.56 per
      share, the exchange ratio described above will be determined by dividing
      $18.00 by this 15-day weighted average. However, the exchange ratio will
      not be more than 0.5 or less than 0.455, except as described in the next
paragraph.                                                        

- Adjustment to the Aerial Stock Election relating to the Number of   
    Outstanding Shares of Aerial Common Stock. If the number of issued and
 outstanding shares of Aerial common stock exceeds 85,839,161 at the
  closing of the Aerial reorganization, excluding any shares of Aerial
      common stock issued pursuant to the $420 million TDS debt replacement or
       the $230 million Sonera investment in Aerial and an Aerial subsidiary and
      excluding shares issuable or issued pursuant to performance options, the
       exchange ratio will be decreased. The exchange ratio will be recalculated
   by dividing 39,056,818 by the number of adjusted fully diluted shares
     then issued and outstanding. If the exchange ratio is recalculated, the
   recalculated number will be substituted for 0.455 in the previous two
   paragraphs. For this purpose, adjusted fully diluted shares means the
       aggregate number of issued and issuable shares of Aerial common stock and
   includes any stock appreciation rights, phantom stock rights or other
     contractual rights the value of which is determined in whole or in part
by the value of shares of capital stock of Aerial or any of its   
   subsidiaries. Adjusted fully diluted shares do not include any shares
       issued or to be issued to TDS and Sonera pursuant to the debt replacement
agreement or shares that are or may be issued pursuant to Aerial  
performance stock options.                                        

- The Aerial Cash Election. Public stockholders of Aerial who elect to
    receive cash will receive $18.00 for each share of Aerial common stock
    for which such election is made. Unlike the Aerial stock election, the
  amount of cash paid per share of Aerial common stock pursuant to the
Aerial cash election is not subject to adjustment. The Aerial     
       stockholders entitled to make the Aerial cash election owned an aggregate
 of 13,646,787 shares of Aerial common stock as of January 14, 2000.

   - Non-Election. If a stockholder of Aerial has not made a proper election
      by the election deadline, he will be treated as having chosen the Aerial
stock election.                                                   

For example, if an Aerial stockholder, other than TDS or Sonera, holds
1,000 shares of Aerial common stock at the effective time, then such stockholder
would be entitled to choose one of the following:                               

  - the Aerial stock election, which, assuming that no adjustment has been
   made to the exchange ratio, will consist of 455 shares of VoiceStream
Holdings common stock;                                            

 - the Aerial cash election, which, regardless of any adjustments to the
    exchange ratio, will consist of cash in the amount of $18.00 per share
for a total of $18,000; or                                        

    - a combination of the Aerial stock election and the Aerial cash election,
   each in proportion to the number of shares with respect to which such
election is exercised.                                            

TREATMENT OF TDS, AS THE HOLDER OF AERIAL SERIES A COMMON SHARES                

     TDS is the sole holder of all of the issued and outstanding Aerial Series A
Common Shares. At the closing of the Aerial reorganization, each Aerial Series A
Common Share will be converted, at the same exchange ratio as the Aerial Common 
Shares, into the right to receive shares of VoiceStream Holdings common stock.  
TDS will not receive a premium or a discount on the conversion of such Aerial   
Series A Common Shares into shares of VoiceStream Holdings common               

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stock. Furthermore, TDS may not elect to receive cash for any of TDS's Aerial   
Common Shares or Aerial Series A Common Shares.                                 

FRACTIONAL SHARES                                                               

  No fractional shares of VoiceStream Holdings common stock will be issued
pursuant to the Aerial reorganization. In lieu of the issuance of any fractional
shares of VoiceStream Holdings common stock, cash equal to the product of such  
fractional share amount and the closing price of VoiceStream Holdings common    
stock on the closing date of the Aerial reorganization will be paid to holders  
in respect of each fractional share of VoiceStream Holdings common stock that   
would otherwise be issuable. Payments with respect to fractional shares may come
from the sale of the aggregate number of whole shares resulting from the        
foregoing.                                                                      

ELECTION PROCEDURE; EXCHANGE OF CERTIFICATES                                    

    Following the closing of the Aerial reorganization, we will send a form of
election and letter of transmittal to Aerial stockholders. Elections may be made
by holders of Aerial Common Shares by delivering the form of election and letter
of transmittal to the exchange agent, Chase Mellon Shareholder Services L.L.C.  
To be effective, a form of election and letter of transmittal must be properly  
completed, dated, signed and submitted in the return envelope mailed therewith  
to the exchange agent by the election deadline. The election deadline will be   
specified in the election form. The election form and letter of transmittal must
be accompanied by (1) the certificates as to which the election is being made or
(2) an appropriate guarantee of delivery of the certificates as set forth in the
form of election from a firm that is a member of a registered national          
securities exchange or of the National Association of Securities Dealers, Inc., 
or a commercial bank or trust company having an office or correspondent in the  
United States, provided that such certificates are in fact delivered to the     
exchange agent within three trading days after the date of execution of the     
guaranty of delivery.                                                           

    Failure to deliver certificates covered by any guaranty of delivery within
three trading days after the date of execution of such guaranty of delivery will
be deemed to invalidate any otherwise properly made Aerial cash election and    
will be deemed to be an Aerial stock election. VoiceStream Holdings has the     
discretion, which it may delegate in whole or in part to the exchange agent, to 
determine whether any form of election and/or letter of transmittal has been    
properly completed, signed and submitted or revoked and to disregard immaterial 
defects in the form of election or letter of transmittal. The good faith        
decision of VoiceStream Holdings or, if so delegated, the exchange agent, in    
such matters will be conclusive and binding. Neither VoiceStream Holdings nor   
the exchange agent is under any obligation to notify any person of any defect in
the form of election or letter of transmittal submitted to the exchange agent.  
The exchange agent will also make all computations contemplated by the Aerial   
reorganization agreement and, in the absence of manifest error, all such        
computations will be conclusive and binding on the holders of shares of Aerial  
common stock.                                                                   

    An Aerial stockholder who does not submit a form of election and letter of
transmittal to the exchange agent prior to the election deadline, or who submits
a form of election without the corresponding certificates or a guarantee of     
delivery, will be deemed to have made the Aerial stock election. If any form of 
election is defective in any manner such that the exchange agent cannot         
reasonably determine the election preference of the Aerial stockholder          
submitting such form of election, the Aerial stockholder will also be deemed to 
have made the Aerial stock election.                                            

TREATMENT OF AERIAL STOCK OPTIONS                                               

  Upon the approval by Aerial's stockholders of the Aerial reorganization,
each outstanding and unexercised option to purchase shares of Aerial common     
stock will become immediately exercisable under its terms and such option will  
be converted in the Aerial reorganization into an option to                     

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acquire shares of VoiceStream Holdings common stock. Any such converted option  
will be fully vested, but otherwise will have the same terms as the original    
Aerial option.                                                                  

 The number of shares of VoiceStream Holdings common stock that a holder
will be entitled to purchase upon the exercise of such new option will be       
determined by multiplying:                                                      

- the number of shares of Aerial common stock subject to the original 
option; and                                                       

- the exchange ratio of 0.455, or as adjusted pursuant to the Aerial  
reorganization agreement.                                         

The exercise price for such options will be equal to:                 

- the exercise price under the original option, divided by            

- the exchange ratio of 0.455, or as adjusted pursuant to the Aerial  
reorganization agreement.                                         

TREATMENT OF AERIAL RESTRICTED STOCK UNITS                                      

 Aerial has a retention restricted stock unit plan that provides for the
grant of stock unit awards and is intended to assist in the retention of key    
employees. Each stock unit is a right to receive one Aerial Common Share or the 
fair market value of one Aerial Common Share as of the date the stock unit      
vests. Stock units are restricted and subject to forfeiture if the recipient    
does not remain employed by Aerial until the vesting date. As of January 14,    
2000, stock units with respect to 431,000 Aerial Common Shares were granted and 
outstanding, of which 172,400 are scheduled to vest on February 1, 2000 and     
258,600 are scheduled to vest on February 1, 2001. However, under the terms of  
the retention restricted stock unit plan, each outstanding restricted stock unit
will become immediately vested upon approval by Aerial's stockholders of the    
Aerial reorganization agreement. Under the terms of the plan, the vested stock  
units will be paid promptly thereafter in cash or Aerial Common Shares, at the  
discretion of the chairman of Aerial.                                           

TREATMENT OF VOICESTREAM STOCK OPTIONS                                          

    If the Omnipoint reorganization has not closed prior to the closing of the
Aerial reorganization, then upon the closing of the Aerial reorganization, each 
outstanding and unexercised option to purchase shares of VoiceStream common     
stock will be assumed by VoiceStream Holdings and converted into an option to   
purchase shares of VoiceStream Holdings common stock. The number of shares of   
VoiceStream Holdings common stock that a holder will be entitled to purchase    
upon the exercise of such new option will be equal to the number of shares of   
VoiceStream common stock subject to the original option. The exercise price for 
such options will be equal to the exercise price under the original VoiceStream 
option. The new option will otherwise have the same terms and conditions in     
effect immediately prior to the date the Aerial reorganization becomes          
effective.                                                                      

COVENANTS OF VOICESTREAM, VOICESTREAM HOLDINGS AND AERIAL                       

    In the Aerial reorganization agreement, VoiceStream, VoiceStream Holdings,
and Aerial have agreed to take or refrain from taking certain actions. The      
following summarizes these actions, which are also set forth in detail in the   
Aerial reorganization agreement.                                                

NO SOLICITATION OF ALTERNATIVE ACQUISITION PROPOSAL BY AERIAL         

Aerial has agreed that it and its subsidiaries and their respective   
officers, directors, employees, affiliates and advisors will not directly or    
indirectly:                                                                     

- take any action to solicit, initiate, facilitate or encourage any   
alternative acquisition proposal;                                 

- other than in the ordinary course of business and not related to an 
alternative acquisition proposal, engage in any discussions or    
negotiations with, or provide any non-public information          

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     or provide access to any other party who Aerial knows is considering an
alternative acquisition proposal;                                 

    - approve any transaction under the anti-takeover statutes of the Delaware
   General Corporation Law or approve any person becoming an "interested
stockholder" under such statute; or                               

- enter into any agreement with respect to an alternative acquisition 
proposal.                                                         

    The Aerial reorganization agreement does not prevent the Aerial board from
complying with the applicable rules relating to tender offers under the Exchange
Act; however, the Aerial board has agreed not to recommend that the Aerial      
stockholders tender their shares in connection with any alternative acquisition 
proposal consisting of a tender offer except to the extent the Aerial board by a
majority vote determines that such a recommendation is required to comply with  
the fiduciary duties of the Aerial board under applicable Delaware law, after   
receiving the advice of outside legal counsel. TDS would be prohibited from     
tendering any of its shares pursuant to a tender offer. See "Special            
Meetings -- Agreements to Vote in Favor of the Aerial Reorganization."          

RECOMMENDATION BY AERIAL, VOICESTREAM AND VOICESTREAM HOLDINGS BOARDS 

     The board of directors of each party to the Aerial reorganization agreement
has agreed to recommend to its respective stockholders the adoption of, and     
approval of the transactions contemplated by, the Aerial reorganization         
agreement. Each board of directors has recommended unanimously that its         
respective stockholders approve and adopt the Aerial reorganization agreement.  

  The Aerial board may modify or withdraw its recommendation of the Aerial
reorganization agreement in a manner adverse to VoiceStream only if:            

     - the Aerial board has determined in good faith that it is required to take
      such action to comply with its fiduciary duties under Delaware law based
on advice of outside counsel;                                     

  - Aerial has given VoiceStream three business days' prior written notice
that it intends to take such action and has considered any changes
     proposed by VoiceStream to the Aerial reorganization agreement to avoid
such action;                                                      

    - Aerial has fully and completely complied with the requirements contained
    in the Aerial reorganization agreement relating to non-solicitation of
acquisition proposals by Aerial; and                              

 - Aerial has called a special Aerial stockholder meeting to vote on the
Aerial reorganization agreement.                                  

     The boards of Aerial and VoiceStream are each required to hold a meeting of
stockholders of Aerial and VoiceStream, respectively, to vote on the Aerial     
reorganization, even if such board has modified or withdrawn its recommendation 
of the Aerial reorganization.                                                   

CONDUCT OF AERIAL'S BUSINESS PENDING THE AERIAL REORGANIZATION        

 In general, the Aerial reorganization agreement requires Aerial and its
subsidiaries, until the earlier of the closing of the Aerial reorganization or  
the termination of the Aerial reorganization agreement, to conduct their        
business in the ordinary course consistent with past practice and to use their  
reasonable best efforts to preserve intact their business organizations and     
relationships with third parties. In addition, Aerial has agreed to some        
specific restrictions, subject to exceptions described in the Aerial            
reorganization agreement and the schedules thereto. Aerial may not, without the 
prior written consent of VoiceStream:                                           

   - declare or pay dividends or make other similar distributions in respect
of its capital stock;                                             

- redeem or repurchase any of its capital stock;                      

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  - split, combine or reclassify any of its capital stock or authorize the
issuance of any other securities;                                 

- issue, sell, pledge or otherwise encumber any shares of its capital 
    stock, other than pursuant to the Aerial long-term incentive plan, the
   Aerial restricted stock plan or the TDS tax deferred savings (401(k))
plan or pursuant to an investment agreement with Sonera;          

- amend its restated certificate of incorporation or by-laws;         

   - acquire any business or assets other than (i) in the ordinary course of
 business which involve an aggregate purchase price not in excess of
$5,000,000 and (ii) budgeted capital expenditures;                

- make any new capital expenditures other than those contemplated in  
Aerial's 1999 budget or 2000 business plan;                       

  - sell, lease, license or encumber any assets other than in the ordinary
       course of business and which involve assets having a current value not in
excess of $5,000,000;                                             

- increase the salaries payable to Aerial's directors, officers and   
      employees, except as required under employment agreements and except for
   such increases that are in the ordinary course of business consistent
with past practices;                                              

     - enter into or amend any employment or severance agreements, including any
     bonus, profit sharing, stock option, restricted stock or other deferred
     compensation agreement, except, in each case, in the ordinary course of
business consistent with past practices;                          

- change its accounting methods or fiscal year;                       

- enter into or amend any material agreement;                         

- amend any of its securities;                                        

- effect any corporate reorganization;                                

- incur any indebtedness;                                             

- create any lien;                                                    

- enter into guaranties of any obligations;                           

- make any loan;                                                      

     - enter into any agreement that would materially limit VoiceStream Holdings
from engaging in wireless business after the closing of the Aerial
reorganization;                                                   

   - settle any material litigation or claim, except for the Sonera claim as
described below in "Background of the Events Relating to Sonera"; 

 - make any material tax election or settle a material tax liability; or

 - take any action which would make a representation or warranty untrue.

 CONDUCT OF VOICESTREAM'S AND VOICESTREAM HOLDINGS' BUSINESS PENDING THE
AERIAL      REORGANIZATION                                                      

Each of VoiceStream and VoiceStream Holdings also has agreed to       
restrictions on it and its subsidiaries until either the closing of the Aerial  
reorganization or the termination of the Aerial reorganization agreement. These 
restrictions are independent of any restrictions imposed upon                   

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VoiceStream by the Omnipoint reorganization agreement. Among other things, the  
Aerial reorganization agreement includes restrictions on VoiceStream's and      
VoiceStream Holdings' ability to:                                               

- amend its organizational documents;                                 

     - amend, reclassify or split VoiceStream's or VoiceStream Holdings' capital
stock;                                                            

- take any action that would delay the consummation of the Aerial     
reorganization;                                                   

- change its accounting methods; or                                   

- enter into or acquire any new material line of business that is not 
      strategically related to VoiceStream's and VoiceStream Holdings' current
business.                                                         

     The Aerial reorganization agreement provides that, notwithstanding anything
in that agreement to the contrary, VoiceStream and VoiceStream Holdings may     
enter into a subsequent transaction provided that such subsequent transaction   
would not reasonably be expected to prevent, impair or materially delay the     
transactions among VoiceStream, VoiceStream Holdings and Aerial. A subsequent   
transaction is defined in the Aerial reorganization agreement as any transaction
whereby VoiceStream Holdings, VoiceStream or its subsidiaries would:            

- acquire control or make an investment in any entity in the wireless 
business;                                                         

- issue equity in connection with such an acquisition;                

- enter into a strategic alliance or other commercial relationship; or

- be acting in the ordinary course of business consistent with past   
practices;                                                        

provided, that in the case of the first three bullet points listed above,       
VoiceStream or VoiceStream Holdings, as the case may be, must receive an opinion
from a national investment bank that the subsequent transaction is fair to its  
stockholders, or to VoiceStream or VoiceStream Holdings.                        

ENFORCEMENT OF THIRD PARTY STANDSTILL AGREEMENTS                      

   Subject to the fiduciary responsibilities of the Aerial board, Aerial has
agreed to enforce and not terminate, amend, modify or waive any standstill      
provision of any confidentiality or standstill agreement between Aerial and     
other parties entered into prior to the date of the Aerial reorganization       
agreement in connection with the process previously conducted by Aerial to      
solicit acquisition proposals for Aerial.                                       

DISCLOSURE OF CERTAIN MATTERS                                         

     Aerial, VoiceStream and VoiceStream Holdings have each agreed to advise the
other of any event which results in the executive officers of Aerial,           
VoiceStream or VoiceStream Holdings having a good faith belief that such change 
or event has resulted in or is reasonably likely to result in a material adverse
effect on them or prevent or materially delay the consummation of the Aerial    
reorganization.                                                                 

QUALIFICATION FOR TAX PURPOSES                                        

    Each of VoiceStream, VoiceStream Holdings and Aerial has agreed to use its
reasonable best efforts to cause the Aerial reorganization to qualify as a      
reorganization within the meaning of section 368(a) of the Internal Revenue Code
and/or as part of a transaction described in section 351(a) of the Internal     
Revenue Code.                                                                   

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STOCKHOLDER MEETINGS                                                  

   Unless waived by Aerial, VoiceStream or VoiceStream Holdings, as the case
may be, must use its reasonable commercial efforts to coordinate the time and   
place of its stockholder meeting to approve the Aerial reorganization with its  
stockholder meeting being held to approve the Omnipoint reorganization. The     
stockholders of VoiceStream or VoiceStream Holdings would vote on the Omnipoint 
reorganization and the Aerial reorganization at this stockholder meeting. In    
addition, Aerial and VoiceStream or VoiceStream Holdings, as the case may be,   
will try to hold their respective stockholder meetings on the same day.         

     Unless the Aerial reorganization agreement is terminated in accordance with
its terms, Aerial has agreed to submit the Aerial reorganization to a vote of   
its stockholders at a special stockholders meeting required to be called and    
held, even if Aerial's board determines at any time that the Aerial             
reorganization is no longer advisable or recommends that its stockholders reject
the Aerial reorganization. At such stockholders meeting, pursuant to a          
stockholder voting agreement, TDS, which holds approximately 98% of the voting  
power of Aerial common stock, has agreed to vote for the Aerial reorganization  
even if the Aerial board withdraws its recommendation of the Aerial             
reorganization. Accordingly, the proposal to approve the Aerial reorganization  
will be approved without regard to the vote of any other Aerial stockholder.    

     Unless the Aerial reorganization agreement is terminated in accordance with
its terms, VoiceStream or VoiceStream Holdings, as the case may be, has agreed  
to submit the Aerial reorganization to a vote of its stockholders at a special  
stockholders meeting required to be called and held, even if the board of       
VoiceStream or VoiceStream Holdings, as the case may be, determines at any time 
that the Aerial reorganization is no longer advisable or recommends that its    
stockholders reject the Aerial reorganization. At this stockholders meeting,    
pursuant to a stockholder voting agreement, certain stockholders of VoiceStream 
and VoiceStream Holdings, who currently hold approximately 40% of the           
VoiceStream outstanding common stock, have agreed to vote for the Aerial        
reorganization even if the VoiceStream or VoiceStream Holdings board withdraws  
its recommendation of the Aerial reorganization.                                

AERIAL SERIES A AND SERIES B NOTES, NOKIA CREDIT AGREEMENT AND NOKIA  
GUARANTY                                                                        

Prior to or at the closing of the Aerial reorganization, VoiceStream  
Holdings will, with the assistance of Aerial and TDS, acquire, repay and/or     
amend the Aerial Series A zero coupon notes, the Aerial Series B zero coupon    
notes and the Nokia credit agreement. In connection therewith, TDS will be      
released from its guaranties and all liabilities thereunder.                    

BEST EFFORTS TO COMPLETE THE AERIAL REORGANIZATION                    

    VoiceStream, VoiceStream Holdings and Aerial have agreed to cooperate with
each other and use their best efforts to take all actions and do all things     
necessary or advisable under the Aerial reorganization agreement and applicable 
laws to complete the Aerial reorganization and the other transactions           
contemplated by the Aerial reorganization agreement.                            

EMPLOYEE BENEFITS MATTERS                                             

  From the closing of the Aerial reorganization through at least September
30, 2000, each of VoiceStream and VoiceStream Holdings has agreed to maintain   
salaries and benefits for Aerial employees and officers at levels which are     
substantially comparable to the levels in effect immediately prior to the       
effective time of the Aerial reorganization. In addition, Aerial employees      
eligible for a bonus will receive a bonus equal to the greater of the target    
bonus level or the actual bonus earned through at least September 30 of the year
in which the Aerial reorganization occurs. Each of VoiceStream and VoiceStream  
Holdings has also agreed to honor all severance, employment and                 

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similar agreements in force as of the effective time, subject to the right to   
amend or terminate such agreements in accordance with their terms.              

INDEMNIFICATION AND INSURANCE OF AERIAL DIRECTORS AND OFFICERS        

 Each of VoiceStream and VoiceStream Holdings has agreed that, after the
effectiveness of the Aerial reorganization, VoiceStream and VoiceStream Holdings
will cause Aerial to:                                                           

- continue to indemnify all past and present officers and directors of
Aerial to the same extent that they are currently indemnified; and

- for at least six years, continue to carry directors' and officers'  
      insurance covering the existing directors and officers of Aerial, except
       that Aerial will not be required to pay more than 200% of the last annual
premium paid for such insurance.                                  

TAX INDEMNIFICATION                                                   

The Aerial reorganization agreement provides that TDS will indemnify  
VoiceStream and VoiceStream Holdings, without limitation for time, for all taxes
imposed on:                                                                     

   - the TDS consolidated tax group, other than Aerial and its subsidiaries,
for any taxable year;                                             

 - Aerial or its subsidiaries for any period ending on and including the
closing date; or                                                  

  - VoiceStream and VoiceStream Holdings or any of their subsidiaries as a
    result of any payment by TDS to VoiceStream or VoiceStream Holdings or
any of their subsidiaries pursuant to such tax indemnity.         

     Any indemnification payment made by TDS pursuant to its tax indemnification
of VoiceStream and VoiceStream Holdings will be reported as an adjustment to    
purchase price, contribution to capital, or other nontaxable amount to the      
extent there is substantial authority for such reporting position.              

OTHER AGREEMENTS                                                      

    In the Aerial reorganization agreement, VoiceStream, VoiceStream Holdings,
TDS, and/or Aerial have agreed to enter into several ancillary agreements, which
are described in more detail elsewhere in this document. These ancillary        
agreements include the:                                                         

- debt replacement agreement;                                         

- transition services agreement;                                      

- TDS registration rights agreement;                                  

- employee benefit plans separation agreement;                        

- Aerial stockholder voting agreement;                                

- Sonera indemnity agreement;                                         

- VoiceStream stockholder voting agreement; and                       

- TDS investor agreement.                                             

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TERMINATION OF CERTAIN AGREEMENTS BETWEEN AERIAL AND TDS              

    In the Aerial reorganization agreement, Aerial has agreed to terminate the
following intercompany agreements at or prior to the closing of the Aerial      
reorganization:                                                                 

- the cash management agreement;                                      

- the insurance cost sharing agreement;                               

- the intercompany agreement;                                         

- the exchange agreement;                                             

- the employee benefit plan agreement;                                

- the Aerial registration rights agreement; and                       

- tax allocation agreement.                                           

REPRESENTATIONS AND WARRANTIES OF VOICESTREAM, VOICESTREAM HOLDINGS AND AERIAL  

The Aerial reorganization agreement contains substantially reciprocal 
representations and warranties made by VoiceStream and VoiceStream Holdings,    
jointly, and Aerial to each other. The most significant of these relate to:     

- organization;                                                       

- capital structure;                                                  

- authority;                                                          

- required consents and approvals;                                    

- SEC filed documents;                                                

- absence of any material adverse change;                             

- information supplied;                                               

- permits and compliance with laws;                                   

- tax matters;                                                        

- liabilities;                                                        

- litigation;                                                         

- inapplicability of state takeover statutes;                         

   - opinion of the respective financial advisors to VoiceStream and Aerial;

- financial brokers;                                                  

- requisite vote to approve the Aerial reorganization; and            

- transactions with affiliates.                                       

   In addition, Aerial has made additional representations and warranties to
VoiceStream and VoiceStream Holdings relating to:                               

- subsidiaries;                                                       

- benefit plans, employees and employment practices;                  

- environmental matters;                                              

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- intellectual property; and                                          

- material contracts.                                                 

In addition, VoiceStream and VoiceStream Holdings have jointly made   
additional representations and warranties to Aerial relating to the ownership   
and interim operations of VoiceStream Holdings' merger subsidiary.              

     The representations and warranties described above expire at the closing of
the Aerial reorganization and will not survive, except with respect to tax      
indemnities as described in "Tax Indemnification" and with respect to the       
dispute with Sonera, as described in "Sonera Indemnity."                        

CONDITIONS TO THE COMPLETION OF THE AERIAL REORGANIZATION                       

MUTUAL CLOSING CONDITIONS                                             

   The obligations of VoiceStream and VoiceStream Holdings, on the one hand,
and Aerial, on the other hand, to complete the transactions provided for in the 
Aerial reorganization agreement are subject to the satisfaction or waiver of the
following conditions.                                                           

The following conditions may not be waived:                           

- approval of the Aerial reorganization by the stockholders of Aerial;

    - approval of the Aerial reorganization by the stockholders of VoiceStream
or VoiceStream Holdings, as the case may be;                      

     - absence of an injunction or restraining order preventing the consummation
of the Aerial reorganization;                                     

- listing of VoiceStream Holdings shares on the Nasdaq Stock Market;  

- expiration or termination of the requisite waiting period under the 
Hart-Scott-Rodino Antitrust Improvements Act of 1976;             

- effectiveness of the VoiceStream Holdings Form S-4 registration     
statement; and                                                    

- receipt of all requisite orders and approvals of the FCC.           

 The following conditions may be waived by the boards of VoiceStream and
VoiceStream Holdings, on the one hand, and Aerial, on the other hand, in the    
exercise of their business judgment without seeking stockholder approval:       

- finality of all requisite orders and approvals of the FCC;          

- execution and delivery of the investor agreement between TDS and    
VoiceStream Holdings; and                                         

 - consummation or termination of the Omnipoint reorganization; provided
that this condition will be deemed satisfied if the Omnipoint     
       reorganization has not been consummated or terminated by June 30, 2000 at
the latest.                                                       

ADDITIONAL AERIAL CONDITIONS                                          

    The obligations of Aerial to complete the transactions provided for in the
Aerial reorganization agreement are also subject to the satisfaction or waiver  
of the following conditions. The following                                      

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conditions may be waived by the Aerial board in the exercise of its business    
judgment without seeking stockholder approval:                                  

   - performance by each of VoiceStream, VoiceStream Holdings and the merger
 subsidiary of VoiceStream Holdings of the agreements required to be
     performed by them pursuant to the Aerial reorganization agreement at or
prior to the closing;                                             

- confirmation that at the closing, each of the representations and   
       warranties of VoiceStream, VoiceStream Holdings and the merger subsidiary
      of VoiceStream Holdings contained in the Aerial reorganization agreement
      are true and correct, except as would not be expected to have a material
adverse effect on Aerial, VoiceStream, VoiceStream Holdings or the
transactions contemplated by the Aerial reorganization agreement; 

     - receipt by VoiceStream and VoiceStream Holdings of all requisite consents
or approvals under VoiceStream's, VoiceStream Holdings' and their 
affiliates' debt instruments;                                     

- termination of the intercompany services agreements between TDS and 
Aerial;                                                           

 - consummation of the transactions contemplated by the $420 million TDS
debt replacement;                                                 

     - repurchase, repayment and/or amendment of the Aerial Series A zero coupon
      notes, the Series B zero coupon notes and the Nokia credit agreement and
the release and discharge of TDS as a guarantor thereunder;       

- settlement and payment of all intercompany accounts between TDS and 
Aerial;                                                           

- termination of the tax allocation agreement between TDS and Aerial; 

- execution and delivery of the VoiceStream Holdings voting agreement;

  - absence of any amendments to the Omnipoint reorganization agreement or
      transactions contemplated thereby, except for those which would not have
      a material adverse effect on VoiceStream, VoiceStream Holdings or on the
transactions contemplated by the Aerial reorganization;           

     - execution and delivery by VoiceStream and VoiceStream Holdings of the TDS
registration rights agreement;                                    

    - receipt by Aerial of a legal opinion from FCC counsel to VoiceStream and
VoiceStream Holdings;                                             

- receipt by Aerial of a legal opinion from corporate and state and   
regulatory counsel to VoiceStream and VoiceStream Holdings; and   

- absence of any continuing material adverse effect with respect to   
    VoiceStream and VoiceStream Holdings relating to the Year 2000 issues.

     In addition, the obligation of Aerial to complete the Aerial reorganization
is subject to the condition that Aerial receives an opinion of counsel to the   
effect that the Aerial merger will qualify as a tax-free transaction, except    
with respect to any cash received. This condition will not be waived by the     
Aerial board unless the Aerial board resolicits and obtains approval of the     
Aerial stockholders of the Aerial reorganization.                               

ADDITIONAL VOICESTREAM AND VOICESTREAM HOLDINGS CONDITIONS            

 The obligations of VoiceStream and VoiceStream Holdings to complete the
transactions provided for in the Aerial reorganization agreement are also       
subject to the satisfaction or, to the extent legally permissible, waiver of the
following conditions. The following conditions may be waived by the             

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VoiceStream and VoiceStream Holdings boards in the exercise of their business   
judgment without seeking stockholder approval:                                  

  - performance by Aerial of the agreements required to be performed by it
pursuant to the Aerial reorganization agreement at or prior to the
closing;                                                          

- confirmation that at the closing, each of the representations and   
       warranties of Aerial contained in the Aerial reorganization agreement are
  true and correct, except as would not be expected to have a material
   adverse effect on Aerial, VoiceStream and VoiceStream Holdings or the
transactions contemplated by the Aerial reorganization agreement; 

   - receipt by VoiceStream and VoiceStream Holdings of a legal opinion from
FCC counsel to Aerial;                                            

   - receipt by VoiceStream and VoiceStream Holdings of a legal opinion from
corporate and state regulatory counsel to Aerial;                 

   - receipt by Aerial of all requisite consents or approvals under Aerial's
debt instruments;                                                 

    - receipt by VoiceStream and VoiceStream Holdings of tax certificates from
Aerial, TDS and Sonera;                                           

    - absence of any continuing material adverse effect with respect to Aerial
relating to the Year 2000 issues; and                             

 - exercise of statutory dissenters' rights with respect to no more than
7.5% of the shares of VoiceStream.                                

In addition, the obligation of VoiceStream and VoiceStream Holdings to
complete the Aerial reorganization is subject to the condition that VoiceStream 
Holdings receive an opinion of counsel to the effect that the VoiceStream merger
will qualify as a tax-free transaction. This condition will not be waived by the
boards of VoiceStream or VoiceStream Holdings without resoliciting and obtaining
the approval of their stockholders of the Aerial reorganization.                

TERMINATION OF THE AERIAL REORGANIZATION AGREEMENT                              

RIGHT TO TERMINATE                                                    

   The parties may terminate the Aerial reorganization agreement at any time
prior to the closing of the Aerial reorganization in any of the following ways: 

   - by the mutual written consent of VoiceStream, VoiceStream Holdings, the
merger subsidiary of VoiceStream Holdings and Aerial;             

- by any of VoiceStream, VoiceStream Holdings or Aerial:              

       - if the Aerial reorganization is not consummated prior to the close of
business on September 17, 2000, provided that if the Aerial 
      reorganization has not closed only because any regulatory consents
        have not been received, then such termination date shall be December
17, 2000; or                                                

      - in the event that any governmental entity shall have taken action to
permanently enjoin the Aerial reorganization;               

    - by VoiceStream or VoiceStream Holdings if the Aerial stockholders do not
approve the Aerial reorganization;                                

    - by Aerial if the stockholders of VoiceStream or VoiceStream Holdings, as
the case may be, do not approve the Aerial reorganization; or     

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 - by either VoiceStream or VoiceStream Holdings, as the case may be, or
     Aerial for an uncured breach, following 30 days written notice thereof,
    by the other party of any representation, warranty or covenant, except
       for those that would not be expected to have a material adverse effect on
Aerial, VoiceStream, VoiceStream Holdings or the transactions     
contemplated by the Aerial reorganization agreement.              

TERMINATION FEE PAYABLE BY AERIAL                                     

     Aerial has agreed to pay VoiceStream and VoiceStream Holdings a cash amount
equal to $40,000,000 in the event that VoiceStream or VoiceStream Holdings      
terminates the Aerial reorganization agreement due to an uncured breach,        
following 30 days written notice thereof, by Aerial of any representation,      
warranty or covenant, except for those that would not be expected to have a     
material adverse effect on Aerial or the transactions contemplated by the Aerial
reorganization agreement.                                                       

  In the event that such a termination fee becomes payable and Aerial does
not have sufficient funds at such time to pay the termination fee, TDS has      
agreed to allow Aerial to finance the termination fee through an increase in the
TDS revolving credit agreement.                                                 

BACKGROUND OF THE AERIAL REORGANIZATION                                         

   The following describes certain background information that we believe is
necessary or useful for an understanding of the Aerial reorganization and the   
related transactions, including the transactions involving the Series A zero    
coupon notes, the Series B zero coupon notes, the Nokia credit agreement, the   
$420 million TDS debt replacement, the TDS tax settlement agreement, the        
relationship between TDS and Aerial and the arrangements with Sonera.           

BACKGROUND OF EVENTS RELATING TO FINANCING OF AERIAL                            

In 1991, Aerial was incorporated under Delaware law as a wholly-owned 
subsidiary of TDS.                                                              

In 1995, Aerial acquired eight licenses from the FCC to provide PCS   
services in the Minneapolis, Tampa-St. Petersburg-Orlando, Houston, Pittsburgh, 
Kansas City, Columbus, Alaska and Guam MTAs. Following its acquisition of PCS   
licenses, Aerial devoted its efforts to recruiting an experienced management    
team, developing and executing a business plan, designing and constructing a PCS
network in each of its six MTAs and raising capital. Aerial sold its licenses   
covering the Guam and Alaska MTAs in 1996. The acquisition of the licenses and  
Aerial's initial development stage activities were funded by debt and equity    
financing from TDS.                                                             

In April 1996, the Aerial certificate of incorporation was amended and
restated and Aerial was recapitalized in preparation for a public offering of   
Aerial common stock. Immediately following the recapitalization and prior to the
public offering, TDS owned 19,086,000 Aerial Common Shares and 40,000,000 Aerial
Series A Common Shares, representing 100% of the Aerial common stock. Under the 
Aerial restated certificate of incorporation, the Aerial Common Shares are      
entitled to one vote per share and are entitled to elect 25% of the directors,  
rounded up to the nearest whole number, and the Aerial Series A Common Shares   
are entitled to 15 votes per share and are entitled to elect 75% of the         
directors, rounded down to the nearest whole number.                            

    In the public offering in April 1996, Aerial sold 12,250,000 Aerial Common
Shares, representing 17.2% of the Aerial common stock, at an initial offering   
price of $17.00 per share. Immediately following the public offering, TDS owned 
82.8% of the combined total of the outstanding Aerial common stock, including   
60.9% of the outstanding Aerial Common Shares and 100% of the outstanding Aerial
Series A Common Shares, and controlled 98.1% of the combined voting power of    
Aerial common stock. In connection with the initial public offering, Aerial     
Common                                                                          

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Shares were listed on the Nasdaq Stock Market. There is no public market for the
Aerial Series A Common Shares, but such shares are convertible on a             
share-for-share basis into Aerial Common Shares. Aerial realized approximately  
$195 million in connection with the public offering, after the payment of the   
underwriters' commission. The net proceeds to Aerial from the public offering   
were used to repay indebtedness to TDS and to partially finance the development,
construction and operation of Aerial's business.                                

In June 1996, Nokia Telecommunications Inc. provided Aerial with $200 
million in financing for digital radio channel and switching infrastructure     
equipment. Pursuant to an agreement with Nokia, Aerial issued to investors, in  
tranches, 10-year unsecured zero coupon promissory notes, the proceeds of which 
were paid to Nokia in satisfaction of borrowings by Aerial under the Nokia      
agreement. The investors who purchased such notes were institutional buyers who 
are unrelated to TDS, Aerial or VoiceStream. On November 4, 1996, Aerial issued 
$226.2 million in aggregate principal amount at maturity of Series A zero coupon
notes due in 2006 for an aggregate issue price of $100 million. On February 5,  
1998, Aerial issued $220 million in aggregate principal amount at maturity of   
Series B zero coupon notes due in 2008 for an aggregate issue price of $100     
million. The investors who purchased the Series A and Series B zero coupon notes
were institutional buyers who are unrelated to TDS, Aerial or VoiceStream. The  
obligations of Aerial under the Series A zero coupon notes and the Series B zero
coupon notes are fully and unconditionally guaranteed by TDS in consideration   
for an annual fee from Aerial of 3% of the amount guaranteed.                   

   All of Aerial's MTAs launched service during the first half of 1997. With
the launch of service in its MTAs, Aerial transitioned from the development     
stage to being an operating enterprise. Following this transition, significant  
efforts to build out Aerial's network infrastructure and to establish a customer
base continued throughout 1997 and 1998.                                        

  On June 30, 1998, Aerial and Nokia entered into a credit agreement under
which Nokia agreed to provide financing to Aerial of up to $150 million in two  
tranches of $75 million each for the purchase of network infrastructure         
equipment and services from Nokia. The obligations of Aerial under the Nokia    
credit agreement mature on June 30, 2000, and are fully and unconditionally     
guaranteed by TDS in consideration for an annual fee from Aerial of 3% of the   
amount guaranteed. Any borrowings under the Nokia credit agreement must be used 
to prepay the amount due under the TDS revolving credit agreement and           
concurrently reduce by the same amount the authorized total line of credit      
available to Aerial Operating Company under the TDS revolving credit agreement. 
See "Arrangements and Transactions between TDS and Aerial -- Revolving Credit   
Agreement."                                                                     

   On September 8, 1998, pursuant to the terms of a purchase agreement dated
June 1, 1998, Sonera made a $200 million investment in Aerial Operating Company.
Sonera purchased approximately 2.4 million shares of common stock of Aerial     
Operating Company, which represented a 19.4% equity interest in Aerial Operating
Company. See "Background of Events Relating to Sonera."                         

    The majority of Aerial's cash requirements have been provided by TDS under
the TDS revolving credit agreement. See "Arrangements and Transactions between  
TDS and Aerial -- Revolving Credit Agreement."                                  

     Aerial anticipates that the continuing development of its PCS services will
require substantial capital over the next few years. As a result, Aerial        
continues to have substantial financing requirements. These financing           
requirements have previously been funded by third parties and by TDS, as        
described above. As discussed below, beginning in the latter part of 1998, TDS  
began to consider whether Aerial's financing requirements and the development of
its business should be financed entirely by parties other than TDS. TDS desired 
to reduce its risk as the primary source of financing for Aerial and believed   
that Aerial's financial strength and operating performance could be improved if 
it were financed entirely as a stand-alone entity. TDS considered whether these 
goals could be                                                                  

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facilitated by a spin-off, merger, sale, business combination transaction or    
other transaction or reorganization.                                            

BACKGROUND OF EVENTS LEADING TO AERIAL REORGANIZATION                           

    In the latter part of 1997, TDS developed a plan to reorganize TDS and its
subsidiaries, including Aerial, through the issuance of tracking stock by TDS.  
In December 1997, TDS made an offer to acquire all of the Aerial Common Shares  
that it did not own in exchange for a class of TDS tracking stock that would    
represent the business of Aerial.                                               

Between January and September 1998, TDS representatives attempted to  
negotiate an agreement relating to its tracking stock offer with a special      
committee of the Aerial board of directors. Beginning in mid-September 1998, TDS
management began to question the feasibility of the tracking stock proposal and 
began to explore other alternative transactions.                                

     In September and October 1998, TDS management held meetings and discussions
with TDS's financial advisors relating to various alternatives, including a     
merger, sale or spin-off of Aerial. Based on these meetings, TDS developed a    
proposal relating to the possible spin-off of Aerial as an alternative to the   
tracking stock proposal, but left open the possibility for other alternatives,  
including the sale or merger of Aerial. As part of the spin-off proposal, TDS   
intended to discontinue providing additional financing to Aerial under the TDS  
revolving credit agreement and to cause Aerial to obtain financing from parties 
other than TDS on a stand-alone basis.                                          

On November 30, 1998, representatives of TDS and Sonera met with      
representatives of VoiceStream to discuss telecommunications industry trends,   
potential consolidation in the GSM market, and the strategic direction of their 
respective companies. TDS indicated to VoiceStream that it was considering      
various alternatives concerning its investment in Aerial.                       

Over the next several weeks, VoiceStream, TDS, Aerial and Sonera each 
independently began an internal analysis of possible transactions involving     
VoiceStream, Aerial and Sonera.                                                 

   On December 17, 1998, the TDS board of directors approved the proposal to
spin-off TDS's interest in Aerial and to consider other alternatives.           

 On December 18, 1998, TDS issued a press release announcing that it was
withdrawing its offer to exchange tracking stock for the outstanding Aerial     
Common Shares and was pursuing a tax-free spin-off of its interest in Aerial, as
well as reviewing other alternatives. After Sonera became aware of the proposed 
spin-off, Sonera raised certain claims relating to its investment in Aerial     
Operating Company. See "Background of Events Relating to Sonera." As described  
in that section, prior to the investment by Sonera, Aerial Operating Company was
a wholly-owned subsidiary of Aerial. Immediately after the Sonera investment,   
Aerial owned 80.6% and Sonera owned 19.4% of the common equity of Aerial        
Operating Company. Aerial Operating Company owns 100% of the equity interests in
the entities which operate Aerial's six PCS markets.                            

On December 28, 1998, VoiceStream and TDS, on behalf of itself and its
affiliates and subsidiaries, including Aerial, entered into a mutual            
non-disclosure agreement.                                                       

On December 28, 1998, VoiceStream and Sonera entered into a mutual    
non-disclosure agreement.                                                       

   In December 1998 and January 1999, TDS and Sonera held conversations with
Omnipoint and another entity that might have a strategic interest in Aerial's   
business ("Entity One") in order to determine if these parties had any interest 
in a business combination transaction involving Aerial. Following these         
conversations, Omnipoint notified TDS that it had no interest in a business     
combination transaction with Aerial and, except for one additional conversation 
after this notice, all conversations between TDS and Omnipoint ceased.          
Representatives of TDS and Sonera held further                                  

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discussions with representatives of Entity One, but did not identify any        
significant common interest in a business combination transaction.              

Also, during the latter part of 1998 and the early part of 1999,      
representatives of TDS and/or Aerial received unsolicited indications of        
interest from certain parties relating to the acquisition by those parties of   
individual markets from Aerial. Representatives of TDS and/or Aerial advised    
such parties that Aerial did not have an interest in piecemeal sales of         
individual markets, but invited such parties to sign a confidentiality agreement
and to consider a business combination transaction involving all of Aerial.     

    On January 28, 1999, as a result of TDS's announcement that it intended to
spin off its interest in Aerial, the Aerial board of directors adopted          
resolutions establishing a special committee. The Aerial board of directors also
adopted resolutions establishing a finance committee to consider financing      
matters in connection with the possible separation of Aerial from TDS through a 
spin-off.                                                                       

    The Aerial board of directors believed that the appointment of the special
committee was appropriate under the circumstances, including the fact that TDS  
owned over 80% of the common stock of Aerial, controlled approximately 98% of   
the voting power of Aerial and had the power to elect all of the directors of   
Aerial. The Aerial board also considered the fact that (1) eight of the 12      
directors of Aerial are also directors and/or officers of, or are otherwise     
affiliated with, TDS or its subsidiaries, including Aerial, (2) three of the    
directors are trustees and/or beneficiaries of the TDS Voting Trust, which      
controls TDS and (3) two of the directors are representatives of Sonera. The    
members of the Aerial special committee were selected because they are neither  
directors or officers of TDS or any of its subsidiaries, except that they are   
independent directors of Aerial, nor beneficiaries or trustees of the TDS Voting
Trust, and because they are also not affiliated with Sonera.                    

The Aerial special committee was created to consider and make a       
recommendation to the full Aerial board of directors with respect to (1) the    
material aspects of any financing alternatives proposed by the Aerial finance   
committee; (2) the material agreements, arrangements and transactions between   
Aerial and TDS in connection with the financing alternatives and the spin-off;  
and (3) any proposed material changes to the arrangements with Sonera. The      
Aerial special committee was authorized to consider all material aspects of any 
financing alternatives proposed by the Aerial finance committee and to make its 
recommendation with respect thereto to the full board of directors together with
the Aerial finance committee.                                                   

The Aerial special committee is composed of Messrs. John D. Foster and
Thomas W. Wilson, Jr. Messrs. Foster and Wilson are independent members of the  
Aerial board of directors. Both Mr. Foster and Mr. Wilson have been directors of
Aerial since 1996. Mr. Foster is the President of Vedra International           
Associates, a consulting firm based in Florida. Prior to his association with   
that firm, Mr. Foster held a number of senior management positions in domestic  
and international units of AT&T Corporation over a period of approximately 30   
years. Mr. Wilson is Chairman of Information Resources, Inc., a Chicago based   
company which provides information services to the consumer packaged goods      
industry. Prior to his retirement in 1990, he was a Senior Partner of McKinsey &
Company, where he was employed for 24 years. He also serves on the board of     
directors of Productivity Solutions, Inc.                                       

    The Aerial board of directors approved the reimbursement of Messrs. Foster
and Wilson for any out-of-pocket expenses incurred by them in connection with   
their duties on the special committee and a fee of $2,000 apiece for each day on
which Mr. Foster and Mr. Wilson performed services in connection therewith.     
Through November 15, 1999, Mr. Foster and Mr. Wilson have received fees of      
$56,500 and $60,000, respectively, and have been reimbursed for $17,758 in      
aggregate out-of-pocket expenses in connection with services on the special     
committee since it was created.                                                 

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   The Aerial special committee was authorized to engage independent counsel
and financial advisors. Following its appointment, the Aerial special committee 
interviewed prospective investment banking firms to advise the special committee
with respect to financial matters. The Aerial special committee engaged         
Wasserstein Perella & Co., Inc., as its financial advisor, and engaged Fried,   
Frank, Harris, Shriver & Jacobson as its legal advisor. Each of Wasserstein     
Perella and Fried, Frank was selected due to its reputation and experience. In  
addition, Fried, Frank was selected because it had also represented Messrs.     
Foster and Wilson on the special committee related to the tracking stock        
proposal.                                                                       

    The Aerial special committee was invited to participate in all meetings of
the Aerial finance committee and was kept apprised of the activities relating to
the proposed refinancing of Aerial, the proposed spin-off and the consideration 
of alternative transactions, including a business combination involving Aerial. 

In connection with the proposed spin-off, TDS intended to replace a   
substantial amount of the debt owed by Aerial Operating Company to TDS with     
equity of Aerial, refinance Aerial's capital structure, including the release of
TDS as guarantor of Aerial debt to third parties, amend or terminate various    
agreements between TDS and Aerial, and enter into various new agreements        
necessary in connection with the separation of TDS and Aerial, including        
arrangements relating to taxes.                                                 

   Although the anticipated debt replacement transaction would have provided
Aerial with additional equity that Aerial's financial advisors advised Aerial   
was necessary in order for Aerial to complete a stand-alone financing, the      
anticipated debt replacement transaction would also have provided TDS with      
significant tax benefits by reducing its "excess loss account," or negative     
stock basis, in the stock of Aerial. In addition to the tax benefits which would
have been provided to TDS, another consequence of the anticipated debt          
replacement transaction was that Sonera would have had rights to subscribe to   
additional equity of Aerial and of Aerial Operating Company at prices determined
with reference to the market price of Aerial Common Shares.                     

Beginning in early 1999, from time to time, representatives of TDS and
Aerial held meetings and conversations with representatives of Sonera in an     
effort to resolve the claims raised by Sonera relating to its investment in     
Aerial Operating Company. See "Background of Events Relating to Sonera." Some of
the meetings and conversations pertained solely to a settlement of such claims, 
while others involved a resolution of such claims in the context of a           
transaction involving Aerial, Sonera and VoiceStream.                           

On February 2, 1999, representatives of VoiceStream met with          
representatives of TDS and Sonera and discussed the financial requirements of   
Aerial and VoiceStream and a possible transaction involving Aerial, VoiceStream 
and Sonera.                                                                     

 In early 1999, TDS, the Aerial finance committee and the Aerial special
committee met many times for the purpose of exploring ways to finance Aerial on 
an interim and permanent basis from sources other than TDS. However, due to the 
unfavorable cost and terms of proposed interim financing alternatives, TDS and  
the Aerial special committee agreed that TDS and Aerial would determine and     
settle certain tax obligations from TDS to Aerial as a means of providing funds 
to Aerial to meet its interim financing requirements.                           

Between February 22 and March 11, 1999, representatives of TDS and    
representatives of the Aerial special committee negotiated the terms of a tax   
settlement agreement that would determine and settle certain tax obligations    
from TDS to Aerial under the tax allocation agreement between TDS and Aerial.   
During the course of these negotiations, representatives of the Aerial special  
committee requested TDS to agree to negotiate a "tag-along" right for the public
stockholders of Aerial in the event of a sale by TDS of its Aerial shares. TDS  
refused, but agreed to include as a                                             

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condition to the tax settlement agreement that the Aerial board approve a       
resolution increasing the authority of the Aerial special committee to consider 
and make a recommendation to the Aerial board with respect to any proposal      
relating to the sale, merger, consolidation or other business combination       
involving substantially all of the common stock or assets of Aerial.            

    On March 12, 1999, after consulting with its legal and financial advisors,
the Aerial special committee approved the tax settlement agreement and          
recommended that it be approved by the Aerial board of directors. Based on the  
recommendation of the Aerial special committee and other factors, on March 12,  
1999, the Aerial board of directors approved the tax settlement agreement. The  
Aerial board also approved a resolution increasing the authority of the Aerial  
special committee to consider any proposal relating to the sale, merger,        
consolidation or other business combination involving substantially all of the  
common stock or assets of Aerial, and to report to the Aerial board the         
recommendation of the Aerial special committee with respect thereto.            

   On March 12, 1999, the TDS board of directors approved the tax settlement
agreement. Thereafter, the tax settlement agreement was executed by TDS, Aerial 
and Aerial Operating Company, and TDS delivered the tax settlement payment of   
$114.5 million to Aerial on March 15, 1999. See "Arrangements and Transactions  
between TDS and Aerial -- Tax Allocation Agreement."                            

On March 12, 1999, representatives of VoiceStream and TDS discussed   
valuation and financial requirements of VoiceStream and Aerial and a possible   
business combination transaction involving Aerial and VoiceStream pursuant to   
which stockholders of Aerial would receive VoiceStream common stock. No         
agreements were reached in this meeting.                                        

In its discussions with VoiceStream relating to a possible business   
combination, TDS advised VoiceStream that it desired to replace a substantial   
amount of the debt from Aerial Operating Company to TDS with equity of Aerial   
prior to a business combination transaction. TDS desired to do this to eliminate
or reduce its excess loss account in the stock of Aerial for tax purposes.      
However, in contrast to its effect in the context of the spin-off alternative,  
this action would not result in a permanent tax savings to TDS in the context of
a business combination. The debt replacement transaction would not increase     
TDS's aggregate tax basis in the stock and debt of Aerial and Aerial Operating  
Company, but would merely transfer tax basis from the debt to the stock.        
Accordingly, even if the debt replacement eliminated the excess loss account in 
the stock of Aerial so that TDS's gains on the business combination were        
entirely deferred, TDS would nonetheless have to recognize such gain on any     
subsequent taxable disposition of its stock in the surviving entity for an      
amount at least equal to the value received in the business combination.        

On March 19, 1999, in order to permit Aerial formally to consider a   
business combination transaction with various potential parties including       
VoiceStream, Aerial delivered a notice to Sonera under the investment agreement 
among Sonera, TDS, Aerial and Aerial Operating Company, stating that Aerial     
desired to enter into a disposition transaction as described in the notice.     
Pursuant to the terms of the investment agreement, Sonera had a period of 10    
days to determine if it desired to invoke certain provisions of the investment  
agreement requiring Aerial to negotiate exclusively with Sonera with respect to 
such a transaction.                                                             

    On March 29, 1999, Aerial received a notice from Sonera electing to invoke
those provisions of the investment agreement that required Sonera and Aerial to 
negotiate exclusively with each other in good faith for 60 days with respect to 
a disposition transaction. As a result, representatives of Aerial began         
discussions with Sonera relating to a possible disposition transaction and      
ceased negotiations with VoiceStream and other potential parties.               

     On March 31, 1999, representatives of VoiceStream and Sonera met to discuss
Sonera's possible investment in VoiceStream as a result of a possible           
transaction with Aerial.                                                        

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     On April 20, 21 and 24, 1999, representatives of VoiceStream and Sonera met
and discussed strategic direction of their respective companies and the         
strategic direction of and valuations for Aerial.                               

     On April 29, 1999, Aerial entered into an engagement letter with Donaldson,
Lufkin & Jenrette. Pursuant to the engagement letter, Donaldson, Lufkin &       
Jenrette agreed to provide financial advisory services to Aerial in connection  
with the preparation and implementation of a financing plan and capital         
structure for Aerial in the event of completion of the spin-off. In addition,   
Donaldson, Lufkin & Jenrette agreed to provide financial services to Aerial with
respect to a sale, merger, consolidation or other business combination involving
all or at least a majority of the business, securities or assets of Aerial. The 
services to be provided by Donaldson, Lufkin & Jenrette included the            
identification and contact by Donaldson, Lufkin & Jenrette of parties that might
be interested in acquiring Aerial and the determination of the nature and extent
of any such interest. See "Aerial Fairness Opinion."                            

 Following the execution of the engagement letter, discussions were held
between representatives of TDS, Aerial management and Donaldson, Lufkin &       
Jenrette to identify parties that might be interested in a business combination 
transaction with Aerial. Donaldson, Lufkin & Jenrette identified a total of 30  
potential purchasers to be contacted to determine whether such parties would be 
interested in pursuing discussions concerning an acquisition of Aerial. The     
companies to be contacted were selected based on, among other things, (1) their 
level of involvement in the wireless or telecommunications business, (2) the    
likelihood of their having an interest in acquiring Aerial, and (3) their       
ability to effect such an acquisition. The companies to be contacted included   
primarily logical strategic acquirors, including those that had been in contact 
with TDS and/or Aerial earlier, as discussed above.                             

On May 28, 1999, the 60-day period during which Aerial was required to
negotiate exclusively with Sonera with respect to a disposition transaction     
expired without receipt by Aerial of an offer from Sonera relating to such a    
transaction. As a result, Aerial was free to negotiate a disposition transaction
with other potential parties.                                                   

   Although exclusive negotiations with Sonera ended and, as outlined below,
negotiations began with other potential purchasers, TDS and Aerial continued to 
negotiate periodically with Sonera to resolve the claims raised by Sonera. These
discussions with Sonera included proposals to resolve such claims in the context
of a business combination transaction involving Aerial, Sonera and VoiceStream, 
which transaction would be structured to achieve the mutual goal of TDS and     
Sonera that TDS obtain an equity interest in Sonera and that Sonera obtain a    
significant equity interest in VoiceStream.                                     

    Following the expiration of Sonera's right of first negotiation on May 28,
1999, Donaldson, Lufkin & Jenrette contacted the 30 potential purchasers which  
it had identified. Twenty-one potential purchasers contacted by Donaldson,      
Lufkin & Jenrette indicated that they were not interested or did not respond to 
inquiries. Nine of the 30 potential purchasers contacted by Donaldson, Lufkin & 
Jenrette expressed an interest in receiving additional information about Aerial.
Each of these nine parties executed a confidentiality agreement.                

     In June 1999, following the receipt of executed confidentiality agreements,
Donaldson, Lufkin & Jenrette distributed a confidential information memorandum  
to these nine parties. In the latter part of June and the early part of July    
1999, representatives of Donaldson, Lufkin & Jenrette communicated with each of 
the nine potential purchasers in order to invite such potential purchasers to   
conduct due diligence with respect to Aerial, which included meetings with      
management, and to make a bid. Three of the nine potential purchasers that      
signed confidentiality agreements accepted the invitation to conduct due        
diligence and meet with management. Over the course of the next several weeks,  

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Donaldson, Lufkin & Jenrette arranged for the three parties to conduct due      
diligence and meet with management in Chicago, Illinois.                        

   In early June 1999, representatives of VoiceStream and TDS, together with
their financial advisors, met to discuss possible transaction structures and    
differences with respect to valuations of VoiceStream, Aerial and Sonera.       

On June 16, 1999, VoiceStream and Sonera sent a proposal to TDS that  
involved a complex, multi-step transaction pursuant to which, in effect, TDS    
would receive Sonera equity, Sonera would receive TDS's equity interest in      
Aerial, and VoiceStream would acquire Aerial, as a result of which Sonera would 
own a large amount of VoiceStream equity. That proposal contemplated an exchange
ratio of 0.46 of a share of VoiceStream common stock per share of Aerial common 
stock. Based on the VoiceStream share closing price of $23.69 on June 15, 1999, 
the implicit transaction price per Aerial share in that proposal was            
approximately $10.90. This proposal also contemplated (1) that the public       
stockholders of Aerial would be entitled to elect to receive $14.00 in cash per 
Aerial share in lieu of VoiceStream equity, (2) that Aerial Operating Company's 
debt to TDS would be repaid within 18 months after closing, (3) that Sonera     
would obtain certain strategic rights vis-a-vis VoiceStream, and (4) that Sonera
would provide a release of all of its claims against TDS and Aerial.            

     Despite efforts to negotiate mutually satisfactory terms in connection with
this and other proposals, TDS, Aerial and Sonera were unable to agree on a      
transaction structured to permit TDS to obtain an equity interest in Sonera in  
lieu of all or a portion of the equity interest that TDS would otherwise obtain 
in VoiceStream.                                                                 

    On June 22, 1999, representatives of Sonera and VoiceStream met to discuss
the possible transaction among Aerial, Sonera and VoiceStream.                  

     On June 23, 1999 Omnipoint and VoiceStream announced that they had executed
the Omnipoint reorganization agreement. See "The Omnipoint                      
Reorganization -- Background of the Omnipoint Reorganization."                  

 In the latter part of July 1999, Donaldson, Lufkin & Jenrette asked the
three parties who conducted due diligence and Sonera and an additional party who
expressed an interest in making a bid, to deliver bids relating to a business   
combination transaction with Aerial by August 12, 1999. Donaldson, Lufkin &     
Jenrette requested that the bids remain open until September 9, 1999. Initial   
drafts of a merger agreement and related transaction documents were delivered to
the five bidders and the bidders were asked to submit their proposed changes to 
such documents along with their bids. Among other things, the draft merger      
agreement contemplated that a purchaser would be fully indemnified with respect 
to any loss or expense relating to the dispute with Sonera, on terms to be      
negotiated. Representatives of the Aerial special committee had urged TDS to    
assume full responsibility for this indemnity.                                  

Due to the developments relating to a possible business combination   
transaction involving Aerial, other activities relating to the proposed         
refinancing and spin-off of Aerial were postponed pending the resolution of this
process. As a result, Aerial was in need of additional financing pending the    
resolution of the process relating to the exploration of a possible business    
combination transaction. Accordingly, TDS, the Aerial finance committee and the 
Aerial special committee considered various alternatives for interim financing  
for Aerial. At the urging of the Aerial special committee, on July 22, 1999, TDS
agreed to increase the maximum amount available for borrowing by Aerial         
Operating Company under the TDS revolving credit agreement from $650 million to 
$775 million. This was expected to provide sufficient funds to permit Aerial to 
meet its expected financing requirements into December 1999.                    

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  On August 6, 1999, the Aerial board of directors met and was apprised of
the activities and status relating to a possible business combination           
transaction and the discussions with Sonera. Due to the conflicts of interest   
raised by the possibility of Sonera making a bid relating to a possible business
combination transaction and by the dispute with Sonera, the Aerial board of     
directors established a transaction committee consisting of all of its directors
other than the directors affiliated with Sonera. The Aerial transaction         
committee was authorized to exercise the full authority of the Aerial board to  
the extent permitted by law with respect to matters relating to any possible    
business combination transaction and relating to the Sonera dispute. See        
"Background of Events Relating to Sonera."                                      

On August 12, 1999, VoiceStream and another party ("Entity Two") made 
submissions relating to a business combination transaction involving Aerial,    
which stated that they would remain open until September 9, 1999. Sonera and the
other two parties did not submit bids.                                          

Entity Two submitted a letter of interest rather than a firm proposal.
Entity Two also did not deliver a mark-up of the merger agreement or the related
agreements, but promised to deliver these by August 18, 1999. VoiceStream       
delivered a firm proposal, including a mark-up of the merger agreement and      
related agreements.                                                             

     The August 12, 1999 Entity Two proposal contemplated, among other things, a
conversion of all outstanding Aerial shares and share equivalents, other than   
Sonera's share equivalents, into cash in a merger. The Entity Two proposal      
indicated a per share price between the market value of Aerial's Common Shares  
and a premium of 47% above such price. Based on the closing price for the Aerial
Common Shares of $13.25 on August 11, 1999, this implied a maximum per share    
price of approximately $20.00. The Entity Two proposal also indicated that the  
purchase price would be subject to adjustment for any changes in net debt       
between March 31, 1999 and the closing date. The proposed cash transaction would
be taxable to stockholders. However, the Entity Two proposal indicated that     
Entity Two was willing to discuss a deal structure that might be more tax       
efficient to stockholders.                                                      

The August 12, 1999 VoiceStream proposal contemplated the issuance of 
common stock of VoiceStream, or VoiceStream Holdings if the Aerial merger       
occurred after completion of the Omnipoint transaction. VoiceStream proposed to 
convert all outstanding shares of common stock of Aerial into shares of         
VoiceStream or VoiceStream Holdings in a merger, including Sonera's Aerial      
Operating Company shares if Sonera exercised its tag-along right under the      
investment agreement. VoiceStream proposed a transaction which would qualify as 
a tax-free reorganization. VoiceStream offered to exchange 0.4 of a share of    
VoiceStream or VoiceStream Holdings common stock per share of common stock of   
Aerial, or an aggregate of 34.4 million shares of VoiceStream or VoiceStream    
Holdings. Although VoiceStream, through Sonera, had offered an exchange ratio of
0.46 of a VoiceStream share per Aerial share on June 16, 1999, VoiceStream      
indicated that it believed the exchange ratio of 0.4 provided an attractive     
value to Aerial stockholders, in light of recent developments. VoiceStream      
stated that, since the earlier discussions, VoiceStream had added customers at a
significantly faster pace than Aerial and had entered into the agreement to     
acquire Omnipoint and that, as a result, the value of its business had improved 
substantially. Based on the closing price for VoiceStream common stock on August
11, 1999, the VoiceStream offer implied a price of $15.60 per Aerial Common     
Share.                                                                          

 VoiceStream also proposed that between $300 million and $500 million of
Aerial Operating Company's debt to TDS would be converted into equity at $17.00 
per share of Aerial common stock. In addition, VoiceStream proposed that Aerial 
Operating Company would continue to owe approximately $300 million to TDS after 
the closing until this amount was refinanced within 18 months after the closing.
VoiceStream also proposed that TDS solely provide an indemnity relating to the  
Sonera dispute, without any indemnity obligation by the public stockholders of  
Aerial.                                                                         

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     The two proposals were reviewed and discussed by representatives of TDS and
Aerial and by the Aerial special committee and its representatives. The Aerial  
special committee indicated that it would like Donaldson, Lufkin & Jenrette to  
request VoiceStream to revise its proposal to include an election by the public 
stockholders of Aerial to receive cash in lieu of VoiceStream common stock in an
amount per share of Aerial common stock equal to the product of the exchange    
ratio and the market price of the VoiceStream common stock at the time the      
transaction was announced. TDS and the Aerial special committee agreed that     
VoiceStream should be requested to revise its proposal to provide that the price
for the debt replacement would also be based on the implied deal price based on 
the market price of VoiceStream common stock. TDS also requested Donaldson,     
Lufkin & Jenrette to advise VoiceStream that it should revise its proposal so   
that the debt from Aerial Operating Company to TDS that would remain outstanding
would bear a market interest rate and be repaid within 12 months after the      
closing. TDS also indicated that it would not agree to be solely responsible for
the indemnity relating to the Sonera dispute. The representatives of TDS and    
Aerial also agreed to ask VoiceStream to add a collar mechanism to its bid.     

On August 16, 1999, following review and discussions of the bids,     
Donaldson, Lufkin & Jenrette contacted representatives of VoiceStream and Entity
Two. Donaldson, Lufkin & Jenrette advised representatives of VoiceStream that   
there was another bidder that had a competitive bid and encouraged VoiceStream  
to increase its bid and to make certain changes to its proposal, as described   
above. Donaldson, Lufkin & Jenrette advised Entity Two that there was another   
bidder and that Entity Two would have to make a more definitive proposal in     
order to continue participation in the auction. Entity Two was also asked to    
clarify aspects of its bid. Entity Two orally advised Donaldson, Lufkin &       
Jenrette that it would agree not to reduce the purchase price for increases in  
debt in the ordinary course and that its bid would be at least $20.00 per share,
subject to due diligence.                                                       

On August 17, 1999, VoiceStream delivered a letter which modified its 
proposal. The revised VoiceStream proposal included a collar mechanism with a   
fixed exchange ratio of 0.4 of a share of VoiceStream Holdings common stock per 
Aerial share within a range of 25% above and below the VoiceStream stock price  
of $40.875. Outside this range, the exchange ratio would float to a maximum of  
0.45 and a minimum of 0.375, depending on VoiceStream's stock price, at which   
points the exchange ratio would become fixed.                                   

The revised VoiceStream bid also made other changes to its proposal.  
VoiceStream offered to shorten the term of the Aerial debt owed to TDS that was 
to remain outstanding to 12 months and proposed an interest rate for such debt  
of LIBOR plus 2.5%, subject to increase by 50 basis points every six months if  
not repaid in 12 months. The revised proposal also stated that VoiceStream      
required certainty that $300 million of the debt owed to TDS would be converted 
at the fixed price of $17.00. VoiceStream also objected to the complexity that  
would be involved in having the public stockholders of Aerial contribute to the 
indemnity relating to the Sonera dispute and reaffirmed its position that TDS   
should be solely responsible for this obligation.                               

  On August 17, 1999, Entity Two delivered a mark-up of a merger agreement
and related stockholder agreement. The mark-up of the merger agreement indicated
that Entity Two would be willing to offer stock in a transaction which would be 
tax-free to Aerial stockholders. However, the letter accompanying the mark-up   
indicated a stock transaction would require approval by Entity Two stockholders 
and that this could not occur until mid-2000. The August 17 mark-up of the      
merger agreement by Entity Two also reflected the conversion of all of Aerial's 
common stock and common stock equivalents, including Sonera's shares if it      
exercised its tag-along right.                                                  

    On August 17, 1999, Donaldson, Lufkin & Jenrette prepared and presented an
analysis of both bids to the transaction committee of the Aerial board of       
directors. Following discussion, the Aerial transaction committee asked         
Donaldson, Lufkin & Jenrette to negotiate with both bidders.                    

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At the encouragement of Donaldson, Lufkin & Jenrette, Entity Two      
accelerated its activities and attempted to complete its due diligence so as to 
be in a position to provide a firm offer and negotiate a transaction with Aerial
more promptly. Entity Two conducted due diligence and made site visits over the 
next few days.                                                                  

On August 18 and 19, 1999, representatives of TDS and Aerial met with 
representatives of VoiceStream and made substantial progress in negotiating     
various issues. Among other things, TDS agreed that it would assume sole        
responsibility for the indemnity relating to the Sonera dispute.                

     On August 19, 1999, representatives of VoiceStream made a revised proposal,
which did not include any change in the exchange ratio or collar, and requested 
that TDS and Aerial agree to negotiate exclusively with VoiceStream. The        
representatives of TDS and Aerial responded that they could not recommend an    
exclusive arrangement based on the terms proposed by VoiceStream.               

In the evening of August 19, 1999, representatives of TDS and Aerial  
proposed that VoiceStream agree to a fixed exchange ratio of 0.45 of a share of 
VoiceStream Holdings common stock per Aerial share, without a collar. Based on  
the closing price of VoiceStream common stock on that date, the exchange ratio  
was equivalent to $18.62 per share of Aerial common stock. At the request of the
Aerial special committee, representatives of TDS and Aerial also proposed that  
VoiceStream provide a cash election to the public stockholders. The Aerial      
special committee had requested that the cash election be an amount per share of
Aerial common stock equal to the product of the exchange ratio and the value of 
the VoiceStream common stock at the time the transaction is announced. In the   
interest of reaching an agreement with VoiceStream, the representatives of TDS  
and Aerial proposed that the public stockholder cash election be rounded to     
$18.00 per share, which was slightly less than the then current implicit value  
of $18.62 per share of Aerial common stock at the proposed exchange ratio.      
Representatives of TDS and Aerial also proposed an alternative transaction with 
an asymmetrical collar mechanism if VoiceStream was unwilling to provide a cash 
option. Under the proposal made by representatives of TDS and Aerial, TDS would 
agree to replace approximately $400 million to $450 million of Aerial debt to   
TDS with Aerial equity at a price of $18.00 per share. Donaldson, Lufkin &      
Jenrette advised VoiceStream that it would be able to recommend that TDS and    
Aerial enter into exclusive negotiations with VoiceStream if VoiceStream agreed 
to such terms.                                                                  

  Later that same evening, VoiceStream proposed that the exchange ratio be
0.41 of a share of VoiceStream Holdings common stock per Aerial share, which    
would have a value of approximately $17.00 per share of Aerial common stock     
based on the closing price of VoiceStream common stock on August 19, 1999.      
Representatives of VoiceStream also proposed that the cash option be $17.00 per 
Aerial share and that TDS pay $18.00 per share of Aerial common stock in the    
$420 million TDS debt replacement. After this proposal was rejected by TDS and  
Aerial, representatives of VoiceStream broke off negotiations.                  

The following day, on August 20, 1999, a representative of VoiceStream
called a representative of TDS and indicated that VoiceStream might agree to a  
transaction at an exchange ratio of 0.425 of a share of VoiceStream Holdings    
common stock per Aerial share. The TDS representative advised the VoiceStream   
representative that this would not be sufficient to permit exclusive            
negotiations or to present the transaction for approval to Aerial's board of    
directors.                                                                      

   The following week, representatives of VoiceStream and TDS agreed that it
would be productive to continue exchanging and negotiating documents in order to
facilitate a possible transaction if the parties were ultimately able to reach  
agreement on deal terms. Accordingly, counsel for VoiceStream and counsel for   
TDS exchanged documents and held discussions over the following week relating to
a possible transaction.                                                         

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   On August 27, 1999, Entity Two sent a letter to representatives of Aerial
indicating a timetable for completing due diligence, obtaining approvals and    
submitting a binding offer by mid-September. Following the delivery of this     
letter, representatives of Entity Two and TDS held discussions in late August   
and early September 1999 and exchanged comments on documents.                   

 On September 7, 1999, a representative of Entity Two advised Donaldson,
Lufkin & Jenrette that it would require another two to four weeks to deliver a  
firm proposal. This representative also indicated that the proposal would likely
be in the low to mid $20's per share of Aerial common stock.                    

Beginning on September 8, 1999, management and the legal and financial
advisors of TDS, Aerial and VoiceStream met in Chicago to negotiate and discuss 
transaction structure issues. During this period, the parties negotiated the    
substance of the Aerial reorganization agreement and related transaction        
documents.                                                                      

During these discussions, the parties discussed, among other things,  
effecting the $420 million TDS debt replacement and pricing the Aerial cash     
election at $18.00 per share of Aerial common stock, even though the implicit   
value of a transaction had increased as a result of an increase in the market   
price of VoiceStream stock.                                                     

    On the evening of September 12, 1999, a representative of Aerial discussed
the pricing of the $420 million TDS debt replacement with a representative of   
VoiceStream. The Aerial representative advised that TDS was willing to effect   
the $420 million TDS debt replacement at the price determined by multiplying the
market price of the VoiceStream common stock by the agreed-upon exchange ratio, 
if VoiceStream would agree to increase the exchange ratio so that it would issue
the same number of shares of VoiceStream common stock that would have been      
issued if TDS paid $18.00 per share of Aerial common stock in that transaction. 
This change would have had only a minor effect on the total value received by   
TDS in connection with the Aerial reorganization, including from the $420       
million TDS debt replacement, because the higher exchange ratio as applied to   
the Aerial common stock owned by TDS would substantially offset the increased   
price which TDS would pay in the $420 million TDS debt replacement. Accordingly,
TDS was indifferent to the alternatives of paying a lower price in the $420     
million TDS debt replacement or receiving a higher exchange ratio. However, a   
higher exchange ratio would have increased the value of the transaction to the  
public stockholders and a higher investment price for Sonera would have made it 
less attractive to Sonera to provide additional funds to Aerial and agree to    
settle its claims.                                                              

On the morning of September 13, 1999, representatives of VoiceStream  
advised the representatives of TDS and Aerial that VoiceStream was agreeable in 
concept to adjusting the exchange ratio in the manner suggested by the Aerial   
representative the prior evening in return for a higher price in the $420       
million TDS debt replacement.                                                   

  On the evening of September 13, 1999, representatives of TDS, Aerial and
VoiceStream met and attempted to resolve open issues, including the exchange    
ratio and certain concerns relating to the Omnipoint reorganization. The        
representatives of TDS and Aerial proposed that the exchange ratio be adjusted  
in the event that the Omnipoint reorganization did not occur. At the same       
meeting, there was discussion about the price at which the $420 million TDS debt
replacement should occur. Representatives of TDS repeated that TDS would be     
willing to pay the price determined by multiplying the market price of the      
VoiceStream common stock by the agreed-upon exchange ratio. The representatives 
of VoiceStream expressed the view that a debt replacement price higher than     
$18.00 per Aerial share but less than that offered by TDS might be more         
appropriate, particularly in light of the desirability of negotiating a         
settlement with Sonera pursuant to which Sonera would commit to investing       
additional funds in Aerial. The representatives of TDS also continued to request
that VoiceStream agree to a cash election equal to the price determined by      
multiplying the market price of the VoiceStream common stock by the agreed-upon 
exchange ratio. The representatives of                                          

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VoiceStream expressed the view that the cash election should be fixed at $18.00 
rather than be equal to the implicit deal price.                                

  On the morning of September 14, 1999, representatives of TDS, Aerial and
VoiceStream met again to attempt to resolve open issues, including the exchange 
ratio. At that meeting, the representatives of VoiceStream offered an exchange  
ratio of 0.449, which equated to a value of $25.14 per share of Aerial common   
stock based on the closing price of VoiceStream common stock on September 13,   
1999, and a cash election for the public stockholders of $18.00. VoiceStream    
also proposed that the price of the $420 million TDS debt replacement be $22.00 
per share of Aerial common stock. The VoiceStream representatives also (1)      
offered to agree to a formula pursuant to which the exchange ratio would be     
adjusted in the event that the Omnipoint reorganization was terminated, (2)     
proposed a reduction in the exchange ratio if there were more than a certain    
number of shares of common stock and stock equivalents of Aerial outstanding at 
the effective time of the merger, and (3) advised that all of the remaining open
issues would need to be resolved in VoiceStream's favor. In addition, the       
representatives of VoiceStream advised that, if VoiceStream's proposal was not  
accepted, VoiceStream would reconsider the exchange ratio it was offering, in   
light of the recent significant increase in the market price of VoiceStream's   
stock. The representatives of TDS and Aerial did not accept the proposed terms. 

     Later that day, Mr. LeRoy T. Carlson, Jr., President of TDS and Chairman of
Aerial, and other representatives of TDS and Aerial held a telephone            
conversation with Mr. John W. Stanton, Chairman of VoiceStream, and other       
representatives of VoiceStream, to determine whether VoiceStream had submitted  
its best and final offer and to attempt to resolve the remaining open issues.   
During this conversation, representatives of TDS and Aerial proposed an exchange
ratio of 0.46, which Mr. Stanton rejected. After further negotiation, Mr.       
Stanton advised Mr. Carlson and the other representatives of TDS and Aerial that
VoiceStream would increase its offer to 0.455 of a share of VoiceStream common  
stock per share of Aerial common stock. The exchange ratio of 0.455 equated to a
value of $25.48 per share of Aerial common stock based on the closing price of  
VoiceStream common stock on September 13, 1999. Mr. Carlson indicated he would  
present Mr. Stanton's proposal to the Aerial transaction committee.             

   Following this discussion, on September 14, 1999, Sonera was advised that
TDS, Aerial and VoiceStream were prepared to present the terms of a business    
combination transaction to their respective boards of directors and invited     
Sonera to consider entering into arrangements pursuant to which it would settle 
its dispute with TDS and Aerial. As an inducement to Sonera to commit to invest 
additional funds in Aerial, to settle its claims against TDS and Aerial, and to 
modify its contractual arrangements with TDS and Aerial, Sonera was advised     
that, in the context of such a settlement, it would be permitted to make its    
additional investment at a price equivalent to $22.00 per share of Aerial common
stock, instead of at prices determined with reference to the future public      
market price of Aerial Common Shares under the terms of the investment agreement
with Sonera.                                                                    

   In addition, representatives of TDS and Aerial advised representatives of
the Aerial special committee of the proposed terms of the Aerial reorganization.
The representatives of the Aerial special committee objected to the proposal    
that TDS and Sonera would pay $22.00 per share of Aerial common stock in the    
$420 million TDS debt replacement and the $230 million Sonera investment in     
Aerial and an Aerial subsidiary, respectively. Instead, the representatives of  
the special committee suggested an increase in both the TDS and Sonera          
investment price, or in the TDS investment price alone, in each case with a     
corresponding increase in the exchange ratio or, alternatively, an increase in  
the cash election price provided to the Aerial public stockholders. The         
representatives of TDS decided to request once again that VoiceStream agree to  
an increase in the exchange ratio and an increase in the price at which the $420
million TDS debt replacement and the                                            

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$230 million Sonera investment would be effected in a manner that would keep the
aggregate number of shares to be issued by VoiceStream constant.                

In connection with these discussions, TDS indicated that, while it was
prepared to pay a higher price in the $420 million TDS debt replacement if the  
$230 million Sonera investment in Aerial and an Aerial subsidiary were made at  
the same price and there were a corresponding increase in the exchange ratio, it
was not prepared to pay more than Sonera and effectively transfer additional    
value to Sonera. TDS indicated that in view of, among other things, the cash    
election protection afforded to the public stockholders, TDS's commitment to    
effect the $420 million TDS debt replacement irrespective of the consummation of
the merger at a price in excess of Aerial's historic and current market prices, 
and its willingness to indemnify VoiceStream if Sonera did not agree to settle  
its claims, it was not appropriate for TDS to transfer additional value to      
Sonera.                                                                         

Following this discussion, representatives of TDS and Aerial advised  
representatives of VoiceStream of the objections of the Aerial special          
committee. The representatives of TDS and Aerial suggested that VoiceStream     
agree to increase the exchange ratio and increase the price at which the $420   
million TDS debt replacement and the $230 million Sonera investment in Aerial   
and an Aerial subsidiary would be effected in a manner that would keep the      
aggregate number of shares to be issued by VoiceStream constant. The            
representatives of VoiceStream refused. As a result, the representatives of     
VoiceStream agreed to discuss the terms proposed by VoiceStream directly with   
representatives of the Aerial special committee.                                

    On the evening of September 14, 1999, representatives of VoiceStream spoke
to representatives of the Aerial special committee and explained VoiceStream's  
rationale for requiring that the debt replacement agreement provide that TDS and
Sonera pay $22.00 per Aerial share and for refusing to further increase the     
exchange ratio. Although the representatives of VoiceStream agreed that such a  
change would not have any net effect on the number of shares or value being     
delivered by VoiceStream, they pointed out that it would have the effect of     
requiring Sonera to pay a higher price for its investment in the event that     
Sonera agreed to acquire additional shares in Aerial and Aerial Operating       
Company at the same price as TDS was investing under the debt replacement       
agreement. The representatives of VoiceStream expressed a strong desire to      
achieve a settlement of the dispute with Sonera pursuant to which Sonera would  
commit to investing additional funds in Aerial and expressed their view that    
allowing TDS to replace its Aerial Operating Company debt and Sonera to invest  
at a price of $22.00 per share would facilitate the negotiation of such a       
settlement. The representatives of VoiceStream also indicated that VoiceStream  
was not prepared to increase the cash election price provided to the public     
stockholders and that selling equity at a fixed price would be important in     
assisting the combined company in meeting its future financing needs.           

   On September 15, 1999, representatives of Sonera met with representatives
of VoiceStream and advised them that although Sonera had issues with TDS and    
Aerial, Sonera would be willing to go forward with a transaction and settle such
issues if, in addition to the $230 million Sonera investment, VoiceStream would 
permit Sonera to acquire newly issued shares of VoiceStream Holdings common     
stock at a purchase price of approximately the per share market value of        
VoiceStream common stock on September 15, 1999.                                 

     Following additional discussions, on September 16, 1999, representatives of
Sonera and VoiceStream agreed to present to their respective boards of directors
an agreement whereby, upon the closing of the Omnipoint reorganization, Sonera  
would invest $500 million into VoiceStream Holdings by purchasing shares of     
VoiceStream Holdings common stock at $57.00 per share. Such agreement would be  
contingent upon the satisfactory settlement of the issues between Sonera, TDS   
and Aerial.                                                                     

  On September 15, 1999, VoiceStream held a regularly scheduled meeting of
its board of directors. Among other matters discussed, Mr. Stanton reviewed the 
strategic rationale for the                                                     

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proposed reorganization and members of senior management presented further      
details. Goldman Sachs presented an analysis of the proposed transaction. A     
lengthy discussion ensued.                                                      

    Between September 15, 1999 and September 17, 1999, representatives of TDS,
Aerial and VoiceStream proceeded to complete the Aerial reorganization agreement
and related transaction documents reflecting the understanding of Messrs.       
Carlson and Stanton. In addition, between September 15, 1999 and September 19,  
1999, TDS, Aerial and Sonera negotiated the terms of the settlement agreement   
and release and Sonera and VoiceStream negotiated the terms of the Sonera stock 
subscription agreement, the Sonera investor agreement and the Sonera            
registration rights agreement.                                                  

    On the morning of September 17, 1999, the Aerial transaction committee met
with its legal and financial advisors to consider the proposed reorganization   
agreement. The members of the Aerial special committee and their legal and      
financial advisors participated in this meeting. At that meeting, Donaldson,    
Lufkin & Jenrette made a financial presentation with respect to the proposed    
Aerial reorganization. The representatives of Donaldson, Lufkin & Jenrette      
discussed the status of the bid by Entity Two. Donaldson, Lufkin & Jenrette     
advised the participants of the meeting regarding the risk that Entity Two might
ultimately not make a firm offer and the risk that VoiceStream might withdraw   
from the process if it was extended. Donaldson, Lufkin & Jenrette also discussed
the terms of the $420 million TDS debt replacement, the $230 million Sonera     
investment in Aerial and an Aerial subsidiary, the $500 million Sonera          
investment in VoiceStream Holdings and the settlement agreement and release.    
Donaldson, Lufkin & Jenrette delivered an oral opinion, which was subsequently  
confirmed in writing, to the effect that, as of such date, the consideration,   
defined as the Aerial stock election and the Aerial cash election, to be        
received by the stockholders of Aerial, other than VoiceStream, VoiceStream     
Holdings and Omnipoint and any of their respective affiliates, in the Aerial    
reorganization was fair, from a financial point of view, to such stockholders. A
copy of the opinion of Donaldson, Lufkin & Jenrette appears as Annex F hereto.  
At this meeting, the terms of the Aerial reorganization agreement, the other    
transaction documents and the settlement agreement and release with Sonera were 
reviewed with the Aerial transaction committee by legal counsel. The meeting of 
the Aerial transaction committee was then recessed to permit the Aerial special 
committee to meet and take action with respect to the Aerial reorganization.    

     At that time, the Aerial special committee met with its legal and financial
advisors to consider the proposed reorganization agreement. At that meeting,    
Wasserstein Perella made a financial presentation with respect to the proposed  
Aerial reorganization. Wasserstein Perella delivered an oral opinion, which was 
subsequently confirmed in writing, to the effect that, as of such date, the     
consideration to be paid in the Aerial reorganization to the stockholders of    
Aerial, other than TDS and Sonera, was fair to such stockholders from a         
financial point of view. A copy of the opinion of Wasserstein Perella appears as
Annex G hereto. Following a number of questions from, and discussion among, the 
members of the Aerial special committee and its legal and financial advisors,   
the Aerial special committee determined to recommend that the Aerial transaction
committee and the full Aerial board of directors approve and adopt the Aerial   
reorganization agreement.                                                       

Immediately following the meeting of the Aerial special committee, the
meeting of the Aerial transaction committee was reconvened. The Aerial special  
committee advised the Aerial transaction committee of its recommendation.       
Following discussion, the Aerial transaction committee, among other things:     

   - approved and adopted the Aerial reorganization agreement and determined
      that the Aerial reorganization was advisable and fair to and in the best
interests of Aerial and its stockholders;                         

     - recommended that Aerial's board of directors approve and adopt the Aerial
reorganization agreement and the Aerial reorganization; and       

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- approved the other transaction documents related to the Aerial      
     reorganization and recommended that Aerial's board of directors approve
and adopt these documents.                                        

The Aerial transaction committee also approved the terms of a proposed
settlement agreement and release with Sonera, as to which there was conceptual  
agreement but no final contract. The approvals relating to the Aerial           
reorganization agreement were independent of and not contingent on the execution
of the settlement agreement and release.                                        

 On September 17, 1999, following the meetings of the Aerial transaction
committee and the Aerial special committee, the Aerial board of directors met   
with its legal and financial advisors to consider the proposed Aerial           
reorganization agreement. The members of the Aerial special committee and their 
legal and financial advisors participated in this meeting. At this meeting,     
Donaldson, Lufkin & Jenrette made a financial presentation with respect to the  
proposed Aerial reorganization.                                                 

     The representatives of Donaldson, Lufkin & Jenrette discussed the status of
the bid by Entity Two and advised the Aerial board that there was a risk that   
Entity Two might ultimately not make a firm offer. The representatives of       
Donaldson, Lufkin & Jenrette also advised the Aerial board that there was a risk
that VoiceStream might withdraw from the process if it was extended to provide  
additional time for Entity Two.                                                 

   Donaldson, Lufkin & Jenrette also discussed the terms of the $420 million
TDS debt replacement, the $230 million Sonera investment in Aerial and an Aerial
subsidiary, the $500 million Sonera investment in VoiceStream Holdings and the  
settlement agreement and release. The Aerial board of directors received the    
recommendation of the Aerial transaction committee and the Aerial special       
committee and Donaldson, Lufkin & Jenrette delivered its oral opinion, which was
subsequently confirmed in writing, to the effect that, as of such date, the     
consideration, defined as the Aerial stock election and the Aerial cash         
election, to be received by the stockholders of Aerial, other than VoiceStream, 
VoiceStream Holdings and Omnipoint and any of their respective affiliates, in   
the Aerial reorganization was fair, from a financial point of view, to such     
stockholders. A copy of the opinion of Donaldson, Lufkin & Jenrette appears as  
Annex F hereto. At this meeting, the terms of the Aerial reorganization         
agreement, the other Aerial reorganization transaction documents and the terms  
of the proposed settlement agreement and release with Sonera were reviewed with 
the Aerial board by legal counsel. There then followed a number of questions    
from, and discussion among, the directors.                                      

    Considering the factors set forth under the caption "-- Recommendations of
the Aerial Board; Reasons for the Reorganization" and that (1) Entity Two did   
not comply with the bid requirements by not delivering a mark-up of the merger  
agreement by the original due date and by submitting a letter of interest rather
than a firm proposal, (2) Entity Two advised Donaldson, Lufkin & Jenrette on    
September 7, 1999 that it would require another two to four weeks to deliver a  
firm proposal, (3) there was a risk that Entity Two might ultimately not make a 
firm offer, (4) there was no assurance that any offer by Entity Two would be    
superior to the terms of the Aerial reorganization agreement negotiated with    
VoiceStream and (5) there was a risk that VoiceStream might withdraw from the   
process if extended to provide additional time, the Aerial board determined that
the Aerial reorganization was the best alternative available to Aerial and its  
stockholders. Accordingly, the Aerial board, among other things:                

   - approved and adopted the Aerial reorganization agreement and determined
      that the Aerial reorganization was advisable and fair to and in the best
interests of Aerial and its stockholders;                         

- recommended that Aerial's stockholders approve and adopt the Aerial 
reorganization agreement and the Aerial reorganization; and       

- approved the other Aerial reorganization transaction documents.     

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The Aerial board also approved and adopted the terms of the proposed  
settlement agreement and release with Sonera, with the representatives of Sonera
on the board of directors abstaining with respect to action on this item due to 
the conflict of interest presented by it. The approvals relating to the Aerial  
reorganization agreement were independent of and not contingent on the execution
of the settlement agreement and release.                                        

 Later in the day on September 17, 1999, the TDS board of directors also
approved and adopted the Aerial reorganization agreement, the TDS stockholder   
agreement and the other Aerial reorganization transaction documents and approved
and adopted the terms of the proposed settlement agreement and release with     
Sonera. Mr. Swanson abstained from the vote on the latter item due to the       
conflict of interest presented by the fact that he is the Managing Director of  
Sonera U.S., a subsidiary of Sonera.                                            

   On September 17, 1999, the VoiceStream board of directors held a meeting.
Goldman Sachs, investment advisors to VoiceStream, delivered its oral opinion,  
which was subsequently confirmed in writing, that, as of September 17, 1999, the
consideration to be paid by VoiceStream pursuant to the Aerial reorganization   
agreement was fair from a financial point of view to VoiceStream's stockholders.
After a discussion, the board unanimously approved the proposed Aerial          
reorganization and the execution and delivery of the Aerial reorganization      
agreement, and the transactions contemplated thereby. The VoiceStream board also
approved the $500 million Sonera investment.                                    

     Following these meetings, after the close of trading on September 17, 1999,
the Aerial reorganization agreement, the TDS stockholder agreement, the         
VoiceStream stockholder agreement, the debt replacement agreement and the       
indemnity agreement were executed by the parties thereto. The executed          
agreements were delivered on the evening of September 19, 1999, following the   
approval of the VoiceStream stockholder agreement by Hutchison.                 

   On September 20, 1999, prior to the commencement of trading on the Nasdaq
Stock Market, the governing board of Sonera approved the settlement agreement   
and release, the Sonera investor agreement, the Sonera stock subscription       
agreement and the Sonera registration rights agreement, and these agreements    
were executed by the parties thereto as of September 17, 1999.                  

   On September 20, 1999, prior to the commencement of trading on the Nasdaq
Stock Market, an announcement was made concerning the Aerial reorganization and 
the related transactions.                                                       

BACKGROUND OF EVENTS RELATING TO SONERA                                         

   On September 8, 1998, pursuant to a purchase agreement among Sonera, TDS,
Aerial and Aerial Operating Company, Sonera purchased 2,410,482 shares of common
stock of Aerial Operating Company, representing approximately a 19.4% equity    
interest in Aerial Operating Company, subject to adjustment under certain       
circumstances, for an aggregate purchase price of $200 million. Under a related 
investment agreement executed on September 8, 1998, Sonera has the right,       
subject to adjustment under certain circumstances, to exchange each share of    
Aerial Operating Company common stock which it owns for 6.72919 Aerial Common   
Shares. Upon the exchange of all of the originally purchased shares of Aerial   
Operating Company common stock, Sonera would have owned approximately an 18.4%  
equity interest in Aerial, reflecting an equivalent purchase price of $12.33 per
Aerial Common Share. Under the purchase agreement, Sonera is required to return 
for cancellation shares of Aerial Operating Company common stock if the average 
price of the Aerial Common Shares, calculated as provided in the purchase       
agreement, exceeds certain threshold prices. This cancellation has the effect of
increasing Sonera's purchase price for each share of Aerial Operating Company   
common stock purchased by Sonera and increasing Sonera's per share equivalent   
purchase price for Aerial Common Shares.                                        

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     On November 24, 1998, TDS advised Sonera of TDS's intention to proceed with
a spin-off of Aerial. On December 18, 1998, TDS issued a press release          
announcing its intention to spin off its equity ownership interest in Aerial, as
well as to review other alternatives, and to seek additional financing for      
Aerial from sources other than TDS.                                             

     In a number of oral and written communications after Sonera became aware of
the proposed spin-off, Sonera objected to the proposed spin-off of Aerial as    
inconsistent with the terms of Sonera's contractual arrangements with TDS and   
Aerial and asserted that TDS and Aerial had misrepresented and failed to        
disclose certain material facts, as a result of which Sonera had been induced to
pay an excessive price for the Aerial Operating Company common stock. As a      
result, Sonera requested the renegotiation of certain matters relating to       
Sonera's investment in Aerial Operating Company, including an adjustment in its 
purchase price.                                                                 

    Beginning in early 1999 and continuing from time to time through September
19, 1999, representatives of TDS and Aerial held meetings and conversations with
representatives of Sonera in an effort to resolve the claims raised by Sonera   
relating to its investment in Aerial Operating Company. Some of the meetings and
conversations pertained solely to a settlement of such claims, while others     
involved a resolution of such claims in the context of a transaction involving  
Aerial, Sonera and VoiceStream. See "Background of the Aerial Reorganization."  
After several meetings in February and March 1999 that were unsuccessful in     
resolving the concerns raised by Sonera, counsel to Sonera raised the           
possibility of litigation in the event that these concerns were not resolved to 
Sonera's satisfaction.                                                          

In order to permit Aerial to consider a possible business combination 
transaction, on March 19, 1999, Aerial delivered a notice to Sonera under the   
investment agreement stating that Aerial desired to enter into a disposition    
transaction as described in the notice. Pursuant to the terms of the investment 
agreement, Sonera had a period of ten days to determine if it desired to invoke 
certain provisions of the investment agreement requiring Aerial to negotiate    
exclusively with Sonera with respect to such a transaction. On March 29, 1999,  
Aerial received a notice from Sonera electing to invoke those provisions of the 
investment agreement that required Sonera and Aerial to negotiate exclusively   
with each other in good faith for 60 days with respect to a disposition         
transaction. Between March 29, 1999 and May 28, 1999, Aerial and Sonera held    
discussions and exchanged documents relating to a possible disposition          
transaction and a resolution of the claims by Sonera. On May 28, 1999, the      
60-day period during which Aerial was required to negotiate exclusively with    
Sonera with respect to a disposition transaction expired without receipt by     
Aerial of an offer from Sonera relating to such a transaction. As a result,     
Aerial was free to negotiate a disposition transaction with other potential     
parties.                                                                        

  Although exclusive negotiations with Sonera ended and negotiations began
with other potential purchasers, including negotiations directly with           
VoiceStream, TDS and Aerial continued to negotiate periodically with Sonera to  
resolve the claims raised by Sonera. However, TDS, Aerial and Sonera were unable
to reach a mutually satisfactory resolution of these claims prior to September  
19, 1999.                                                                       

   On March 31, 1999, pursuant to the provisions contained in the investment
agreement, Sonera purchased 2,772 shares of Aerial Operating Company common     
stock, bringing its total ownership in Aerial Operating Company to 2,413,254    
shares of common stock.                                                         

The average price of Aerial Common Shares, calculated pursuant to the 
purchase agreement, exceeded the initial threshold price of $9.50 for the twenty
consecutive trading day period ending on June 1, 1999. On June 8, 1999, Aerial  
delivered the required notice of this event to Sonera. As a result, Sonera was  
required to surrender 256,375 shares of Aerial Operating Company common stock   
for cancellation on or before June 22, 1999.                                    

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  On June 21, 1999, Sonera notified Aerial of its refusal to surrender for
cancellation any of the shares of Aerial Operating Company common stock pursuant
to the notice issued on June 8, 1999.                                           

 The average price of Aerial Common Shares exceeded the second threshold
price of $10.50 for the twenty consecutive trading day period ending on June 25,
1999. On July 7, 1999, Aerial delivered the required notice of this event to    
Sonera. As a result, Sonera was required to surrender an additional 207,082     
shares of Aerial Operating Company common stock for cancellation on or before   
July 21, 1999.                                                                  

The average price of Aerial Common Shares exceeded the third threshold
price of $11.50 for the twenty consecutive trading day period ending on July 7, 
1999. On July 14, 1999, Aerial delivered the required notice of this event to   
Sonera. As a result, Sonera was required to surrender an additional 170,759     
shares of Aerial Operating Company common stock for cancellation on or before   
July 28, 1999.                                                                  

   The effect of these events was to decrease the number of shares of Aerial
Operating Company common stock that Sonera was entitled to own to 1,779,038     
shares, which represents the equivalent of 11,971,485 Aerial Common Shares.     

  On July 22, 1999, Sonera notified Aerial of its refusal to surrender for
cancellation any of the shares of Aerial Operating Company common stock pursuant
to the notices of July 7 and July 14, 1999.                                     

  During the next several weeks, Aerial was involved in an auction process
relating to a possible business combination, as described under "Background of  
Events Relating to Aerial Reorganization." As described in this section, Sonera 
was a participant in this process.                                              

    As of September 17, 1999, Sonera, TDS, Aerial and Aerial Operating Company
executed the settlement agreement and release. See "Agreements Relating to the  
Aerial Reorganization -- Settlement Agreement and Release."                     

RECOMMENDATIONS OF THE VOICESTREAM BOARD; REASONS FOR THE AERIAL REORGANIZATION 

 The VoiceStream board considered a merger with or investment in another
company to continue its effort to build a stronger competitor in the rapidly    
expanding telecommunications industry. The VoiceStream board believes that      
combining VoiceStream's and Aerial's resources and markets, alone or with       
Omnipoint, will create a strong national competitor. The board unanimously      
recommends that VoiceStream stockholders approve the Aerial reorganization      
proposal at a special stockholders meeting.                                     

   In reaching its determination to approve the VoiceStream merger proposal,
the Aerial reorganization agreement and the related transactions, the           
VoiceStream board consulted with VoiceStream's financial and legal advisers and 
senior management and considered a number of factors in addition to those set   
forth above.                                                                    

The following factors were considered to be positive:                 

 - the current conditions and trends in the telecommunications industry,
including the likelihood that future mergers and acquisitions will
increase the size and strength of competitors;                    

- the extent and geographical scope of business operations, and       
 VoiceStream's continuing ability to compete against larger wireless
carriers;                                                         

- the need for significant capital resources to build out the combined
company's GSM systems;                                            

   - the consistency of the strategies that the two companies were pursuing;

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- the synergies which the combined company might realize, and other   
expected benefits of the Aerial reorganization, if completed;     

     - the impact that the transaction would be expected to have on the combined
company's balance sheet, earnings and cash flow;                  

  - the likelihood that VoiceStream and Aerial would be able to obtain the
       necessary regulatory approvals to complete the Aerial reorganization, and
      the likelihood that regulatory authorities would insist on conditions to
  those approvals which could substantially reduce the benefits of the
Aerial reorganization;                                            

- the impact of the transaction on the combined company's ability to  
       maintain and enhance VoiceStream's reputation for delivering high-quality
services to customers;                                            

- the impact of the transaction on the combined company's ability to  
maintain a high-quality, highly-motivated work force;             

    - the impact of the transaction apart from and combined with the Omnipoint
reorganization;                                                   

  - a review of the historical operating results of Aerial and VoiceStream
and the projected operating results of Aerial and VoiceStream,    
individually and in combination;                                  

- the effect of the $420 million TDS debt replacement;                

    - the effect of the $500 million Sonera investment in VoiceStream Holdings
and the $230 million Sonera investment in Aerial and an Aerial    
subsidiary;                                                       

- the other potential major transactions which might be available to  
     VoiceStream in addition to the Aerial reorganization, and the effect of
     the Aerial reorganization on the ability of VoiceStream to pursue those
transactions;                                                     

   - the opinion of VoiceStream's financial advisors that, as of the date of
       such opinion, the consideration to be paid by VoiceStream pursuant to the
     Aerial reorganization agreement was fair from a financial point of view
to VoiceStream stockholders; and                                  

- the fact that one member of VoiceStream Holdings' board would be    
appointed by each of TDS and Sonera, subject to the approval of   
       VoiceStream Holdings, which approval cannot be unreasonably withheld, and
provided that the TDS appointee cannot be a director, officer or  
affiliate of TDS.                                                 

  In addition, the VoiceStream board of directors considered the following
negative factors:                                                               

- the impact the transaction could have on the tax-free status of the 
spin-off of VoiceStream from Western Wireless and VoiceStream's   
obligations under the tax sharing agreement with Western Wireless;

- the other potential major transactions which might be available to  
      VoiceStream as alternatives to the Aerial reorganization, and the effect
  of the Aerial reorganization on the ability of VoiceStream to pursue
those transactions;                                               

    - the historical operating results and substantial indebtedness of Aerial;

- the assumption of certain Aerial or Aerial Operating Company debt by
VoiceStream or VoiceStream Holdings, as the case may be; and      

 - the risks that the synergies and other expected benefits would not be
realized.                                                         

 The VoiceStream board of directors determined that the positive factors
outweighed the potential negative factors.                                      

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     The foregoing summary addresses the material facts, matters and information
considered by the VoiceStream board in connection with its deliberations on the 
combination of Aerial and VoiceStream. In view of the variety of factors        
considered, the VoiceStream board did not find it practical to and did not make 
a specific assessment of or otherwise assign relative weights to the specific   
facts, matters and information considered. The VoiceStream board further        
believes that no other potential merger candidate provided the compatibility of 
technology and geographic fit in the markets where Aerial operates, making      
Aerial preferable to other merger candidates. The VoiceStream board adopted the 
Aerial reorganization agreement and approved the transactions contemplated      
thereby, in consideration of all of the facts, matters and information brought  
to its attention.                                                               

 Taking into account all of the material facts, matters and information,
including those described above, the VoiceStream board believes that the terms  
of the Aerial reorganization agreement and the transactions provided for therein
are fair to and in the best interests of VoiceStream's stockholders.            

THE VOICESTREAM BOARD UNANIMOUSLY RECOMMENDS THAT VOICESTREAM'S STOCKHOLDERS    
VOTE "FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE   
AERIAL REORGANIZATION AGREEMENT.                                                

VOICESTREAM FAIRNESS OPINION                                                    

   Goldman Sachs has acted as financial advisor to VoiceStream in connection
with the Aerial reorganization. On September 17, 1999, Goldman Sachs delivered  
its opinion to the VoiceStream board, subsequently confirmed in writing, that as
of the date of such opinion the merger consideration to be paid by VoiceStream  
pursuant to the Aerial reorganization agreement is fair from a financial point  
of view to VoiceStream stockholders. For purposes of this description, merger   
consideration means (1) in the case of TDS and Sonera, the right to receive the 
conversion number of shares of VoiceStream Holdings common stock and (2) in the 
case of stockholders of Aerial other than TDS or Sonera, the right to receive   
the conversion number of shares of VoiceStream Holdings common stock or, at the 
election of such stockholders, $18.00 in cash. The conversion number will be    
equal to 0.455; provided, however, (1) in the event that (a) the Omnipoint      
reorganization agreement is terminated or the transactions contemplated by the  
Omnipoint reorganization agreement are not consummated by June 30, 2000 and (b) 
the average of the mean price, calculated on a weighted average based upon the  
volume of shares traded on each day, for a share of VoiceStream common stock    
during the 15 trading days ending on the business day prior to the completion of
the Aerial reorganization is less than $39.56, the conversion number will be    
equal to the number determined by dividing $18.00 by such average price, but    
will not be greater than 0.50 or less than 0.455 or, if applicable, the quotient
calculated as described in clause (2); and (2) in the event that the number of  
adjusted fully diluted shares exceeds 85,839,161 as of the completion of the    
Aerial reorganization, the conversion number will be equal to the number        
determined by dividing 39,056,818 by such number as of the completion of the    
Aerial reorganization, subject to further adjustment as described in clause (1),
if applicable. For this purpose adjusted fully diluted shares means the         
aggregate number of issued and issuable shares of Aerial common stock and       
includes any stock appreciation rights, phantom stock rights or other           
contractual rights the value of which is determined in whole or in part by the  
value of shares of capital stock of Aerial or any of its subsidiaries. Adjusted 
fully diluted shares does not include any shares issued or to be issued to TDS  
and Sonera pursuant to the debt replacement agreement or shares that are or may 
be issued pursuant to Aerial performance stock options. In addition, pursuant to
the debt replacement agreement, debt of Aerial Operating Company in the amount  
of $420 million held by TDS will be converted into shares of Aerial common stock
at a conversion price of $22.00. In addition, VoiceStream has advised Goldman   
Sachs that Sonera will acquire 10.45 million shares of Aerial common stock at a 
price of $22.00 per share.                                                      

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   The full text of the Goldman Sachs opinion is attached as Annex E to this
joint proxy statement-prospectus and stockholders of VoiceStream are urged to,  
and should, read such opinion in its entirety.                                  

In connection with its opinion, Goldman Sachs reviewed:               

- the Aerial reorganization agreement;                                

- the Omnipoint reorganization agreement;                             

- the debt replacement agreement;                                     

- the registration statement on Form 10 of VoiceStream;               

 - the annual reports to stockholders and annual reports on Form 10-K of
Western Wireless for the three years ended December 31, 1998;     

 - the annual reports to stockholders and annual reports on Form 10-K of
Aerial for the two years ended December 31, 1998;                 

 - certain interim reports to stockholders and quarterly reports on Form
10-Q of VoiceStream, Western Wireless and Aerial;                 

- certain other communications from VoiceStream, Western Wireless and 
Aerial to their respective stockholders; and                      

- certain internal financial analyses and forecasts for VoiceStream   
       prepared by the management of VoiceStream, certain financial analyses and
forecasts for Aerial prepared by the management of VoiceStream and
      certain internal financial analyses and forecasts for Aerial prepared by
the management of Aerial.                                         

   Goldman Sachs also held discussions with members of the senior management
of VoiceStream and Aerial regarding the strategic rationale for, and the        
potential benefits of, the transactions contemplated by the Aerial              
reorganization agreement and the past and current business operations, financial
condition and future prospects of their respective companies. In addition,      
Goldman Sachs reviewed the reported price and trading activity for the          
VoiceStream and Aerial common stock, compared certain financial and stock market
information for VoiceStream and Aerial with similar information for certain     
other companies the securities of which are publicly traded, reviewed the       
financial terms of certain recent business combinations in the United States    
wireless communications industry specifically and in other industries generally 
and performed such other studies and analyses as it considered appropriate.     

     Goldman Sachs assumed the accuracy and completeness of all of the financial
and other information reviewed by it for purposes of rendering its opinion.     
Goldman Sachs assumed, with the consent of the VoiceStream board, that the      
forecasts had been reasonably prepared on a basis reflecting the best currently 
available estimates and judgments of VoiceStream and Aerial, as the case may be.
In addition, Goldman Sachs did not make an independent evaluation or appraisal  
of the assets and liabilities of VoiceStream or Aerial or any of their          
subsidiaries and Goldman Sachs was not furnished with any such evaluation or    
appraisal. Goldman Sachs also took into account VoiceStream's view as to the    
possible tax consequences of the transactions contemplated by the Aerial        
reorganization agreement as described to Goldman Sachs by VoiceStream. Goldman  
Sachs did not assume that there would be no adverse tax consequences to         
VoiceStream as a result of the transaction, but determined that the possibility 
of any such consequences implicating the tax indemnification obligations of     
VoiceStream to Western Wireless would not affect its conclusion as to the       
fairness of the merger consideration. Goldman Sachs assumed that all material   
governmental, regulatory or other consents and approvals necessary for the      
consummation of the transaction contemplated by the Aerial reorganization       
agreement will be obtained without any adverse effect on                        

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VoiceStream or Aerial or on the contemplated benefits of the transactions       
contemplated by the Aerial reorganization agreement. The Goldman Sachs opinion  
was provided for the information and assistance of the VoiceStream board in     
connection with its consideration of the transactions contemplated by the Aerial
reorganization agreement. The Goldman Sachs opinion does not constitute a       
recommendation as to how any holder of VoiceStream common stock should vote with
respect to such transactions.                                                   

    The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board at the meeting of the VoiceStream board  
on September 15, 1999, utilizing, however, the stock price information used by  
Goldman Sachs with respect to its opinion dated September 17, 1999. Some of the 
summaries of the financial analyses include information presented in tabular    
format. The tables must be read together with the text accompanying each        
summary.                                                                        

SELECTED COMPANIES ANALYSIS                                                     

   Goldman Sachs performed an analysis the purpose of which was to determine
how the price per Aerial POP represented by the merger consideration compared   
both to VoiceStream's price per POP and the price per POP for the following     
selected companies: Microcell Communications, Inc., Omnipoint, Powertel, Inc.,  
and Sprint PCS. The selected companies were chosen because they are publicly    
traded companies with operations that are similar to those of VoiceStream and   
Aerial. The price per POP in each case was calculated by dividing the respective
company's license value and adjusted enterprise value by different measures of  
that company's POPs. In this analysis, enterprise value for each of the         
companies is the sum of the market capitalization for that company and its total
debt, preferred stock and minority interest, less cash and cash equivalents.    
Adjusted enterprise value for each of the companies is the enterprise value for 
that company less the value of its POPs not to be covered under the business    
plan for that company, valued at $5.00 per POP. "POPs" are the number of persons
within a license's converge area and are derived from management estimates and  
public sources. "Covered POPs" are the estimated number of POPs within the      
license area served by the operating network. Weighted POPs are determined by   
multiplying the number of POPs in a 10 MHz license area by 0.25, the number of  
POPs in a 20 MHz license area by 0.75 and the number of POPs in a 30 MHz license
area by one, and reflect the fact that licenses with greater MHz provide greater
bandwidth or capacity. License value for each of the companies is the difference
between enterprise value and cumulative capital expenditures. Finally, invested 
capital is the sum of the cumulative capital expenditures and license costs     
based on public sources. The analysis was performed using share prices as of    
September 17, 1999.                                                             

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The following chart summarizes the results of that analysis:          

                                                        [Enlarge/Download Table]

                                                                                        SPRINT              
                                      AERIAL   AERIAL*  MICROCELL  OMNIPOINT  POWERTEL    PCS    VOICESTREAM
                                      -------  -------  ---------  ---------  --------  -------  -----------
                                                                                                            
Adjusted Enterprise                                                                                         
Value/2000 Covered POPs.............. $106.32  $130.11   $73.48     $106.30   $124.29   $220.85    $203.12  
License Value/2000                                                                                          
  Covered POPs.......................   70.36    94.14    52.62       90.36     87.00    181.41     181.21  
Adjusted Enterprise Value/Total                                                                             
  POPs...............................   91.07   111.44    45.90       51.96    109.44    176.76      83.35  
License Value/Total POPs.............   60.27    80.64    31.43       41.89     76.17    144.36      71.66  
Adjusted Enterprise Value/                                                                                  
  Weighted POPs......................   91.07   111.44    45.90       73.52    120.30    219.76     141.22  
License Value/Weighted POPs..........   60.27    80.64    31.43       59.27     83.73    179.48     121.42  
PCS Enterprise Value/Invested                                                                               
  Capital............................    2.5x     3.0x      N/A        3.0x      2.3x      3.7x       6.0x  

---------------                                                                 
* Aerial at the deal price based on an exchange ratio of 0.455 and the issuance 
of an assumed 52.5 million shares of VoiceStream Holdings common stock.     

Goldman Sachs noted that this analysis demonstrated that the merger   
consideration being paid by VoiceStream, while higher than three of the four    
selected companies' price per POP, resulted in a lower price per POP than       
VoiceStream's own price per POP and a lower price per POP than Sprint PCS's     
price per POP.                                                                  

DISCOUNTED CASH FLOW ANALYSIS                                                   

     Goldman Sachs performed an analysis the purpose of which was to compare the
percentage in the combined company that the VoiceStream stockholders would own, 
using discounted cash flow methodologies, to the percentage ownership resulting 
from the Aerial reorganization agreement. Goldman Sachs performed this analysis 
by determining ranges of enterprise values and equity values for VoiceStream on 
a stand-alone basis and for Aerial based on two different sets of assumptions   
regarding Aerial's future performance and by determining ranges of enterprise   
and equity values for VoiceStream on a stand-alone basis and for Aerial, in each
case based on Goldman Sachs research. Specifically, Goldman Sachs compared the  
range of values for VoiceStream on a stand-alone basis based on VoiceStream     
management's internal model for VoiceStream ("VoiceStream Case A") to a range of
values for Aerial on a stand-alone basis based on (1) Aerial management's       
internal model for Aerial ("Aerial Case A") and (2) VoiceStream management's    
internal model for Aerial ("Aerial Case B"). This analysis also compared the    
range of values for VoiceStream on a stand-alone basis based on a model for     
VoiceStream based on Goldman Sachs research ("VoiceStream Case B") to a range of
values for Aerial on a stand-alone basis based on a model for Aerial based on   
Goldman Sachs research ("Aerial Case C").                                       

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The following tables present the ranges of enterprise value and equity
value for each of the VoiceStream cases and each of the Aerial cases and the    
resulting range of implied ownership of the combined company by VoiceStream     
stockholders, assuming an all-stock transaction, based on forward 2008 EBITDA   
multiples for VoiceStream and Aerial ranging from 9.0x to 13.0x and discount    
rates ranging from 12% to 16%. Equity value of each of the companies represents 
the company's enterprise value net of the book value of the company's           
outstanding net indebtedness. "EBITDA," for purposes of the opinion, represents 
earnings before interest, taxes, depreciation and amortization.                 

                                                        [Enlarge/Download Table]

                                         VOICESTREAM        AERIAL           AERIAL     
                                           CASE A           CASE A           CASE B     
                                       ---------------  ---------------  ---------------
                                                                                        
Enterprise Value...................... $3,390 - $6,574  $2,147 - $3,808  $1,632 - $3,240
Equity Value..........................   2,445 - 5,629    1,287 - 2,948      771 - 2,380
Implied VoiceStream Ownership.........             N/A        65% - 66%        70% - 76%

                                                        [Enlarge/Download Table]

                                                          VOICESTREAM        AERIAL     
                                                            CASE B           CASE C     
                                                        ---------------  ---------------
                                                                                        
Enterprise Value....................................... $2,049 - $3,632  $1,087 - $2,076
Equity Value...........................................   1,104 - 2,687      226 - 1,216
Implied VoiceStream Ownership..........................             N/A        69% - 83%

Goldman Sachs noted that this analysis demonstrated that the 71.5%    
percentage ownership that VoiceStream stockholders would receive based on the   
Aerial reorganization agreement, assuming an all-stock transaction, was within  
the 65% to 83% range of percentage ownership of VoiceStream stockholders in the 
combined company implied by the range of values described above. Goldman Sachs  
used the 71.5% percentage ownership which excluded any cash election in order to
be able to analyze the equity value of the two companies on an equivalent basis.

RELATIVE CONTRIBUTION ANALYSIS                                                  

   Goldman Sachs performed an analysis the purpose of which was to determine
how the contribution of VoiceStream and Aerial to the combined company, based on
various factors described below, compared to the percentage ownerships of the   
combined company by the stockholders of each of VoiceStream and Aerial which    
would result from the Aerial reorganization agreement. The following table      
presents the contribution analysis of VoiceStream and Aerial to the combined    
company's 1998 and estimated 1999 and 2000 revenue and subscribers and current  
total and weighted POPs and estimated 2000 covered POPs. Revenue and subscriber 
information for 1999 and 2000 and 2000 covered POPs for VoiceStream are from    
VoiceStream management estimates and for Aerial are from Aerial management      
estimates. The analysis is based upon the enterprise value of VoiceStream and   
Aerial and, therefore, does not take into account the outstanding indebtedness  
of either company.                                                              

                                                                [Download Table]

                                                             VOICESTREAM  AERIAL
                                                             -----------  ------
                                                                                
1998 Revenue................................................     51%        49% 
1999E Revenue...............................................     63         37  
2000E Revenue...............................................     71         29  
1998 Subscribers............................................     51         49  
1999E Subscribers...........................................     64         36  
2000E Subscribers...........................................     67         33  
Total POPs..................................................     73         27  
Weighted POPs...............................................     62         38  
2000E Covered POPs..........................................     56         44  

Goldman Sachs noted that this analysis demonstrated that the 71.5%    
percentage ownership that VoiceStream stockholders would receive based on the   
Aerial reorganization agreement, assuming an                                    

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all-stock transaction, was within the range of VoiceStream's contribution to the
combined company, based on the various factors listed above, of 51% to 73%.     
Goldman Sachs used the 71.5% percentage ownership which excluded any cash       
election in order to be able to analyze the equity value of the two companies on
an equivalent basis.                                                            

TRANSACTION PREMIUM ANALYSIS                                                    

    Goldman Sachs performed an analysis the purpose of which was to assess the
premiums represented by the consideration to be paid in the Aerial              
reorganization in light of the actual price per Aerial POP represented by the   
merger consideration. Goldman Sachs performed this analysis based on the Aerial 
common stock price at points or over periods of time and based on the Aerial    
historical price per POP based on September 17, 1999 stock prices. Goldman Sachs
compared the stock price of VoiceStream common stock and Aerial common stock on 
the basis of the respective closing prices on September 17, 1999. Based on those
stock prices and an assumed consideration per share of Aerial common stock of a 
fraction of a share of VoiceStream common stock equal to 0.455, the implied     
transaction price per share of Aerial common stock was $25.51. Goldman Sachs    
also compared the historical stock prices of VoiceStream common stock and Aerial
common stock on the basis of the respective closing stock prices per share on   
September 17, 1999, and the respective closing stock prices and period averages 
or highs for the prior 10 days, three months and 52 weeks.                      

The following table presents the premiums over the Aerial common stock
prices at such times or for such period implied by the assumed exchange ratio of
0.455 and (1) the VoiceStream common stock price at September 17, 1999 and (2)  
the VoiceStream common stock price for comparable periods or dates:             

                                                        [Enlarge/Download Table]

                                                          PREMIUM PAID                    
                                                            BASED ON       PREMIUM PAID   
                                                           VOICESTREAM       BASED ON     
                                                          SEPTEMBER 17,  VOICESTREAM PRICE
                                                              1999        FOR COMPARABLE  
                       DATE/PERIOD                            PRICE        PERIODS/DATE   
                       -----------                        -------------  -----------------
                                                                                          
September 17, 1999.......................................     27.5%            27.5%      
10-day average...........................................     37.0             27.7       
3-month average..........................................     74.1             23.3       
52-week high.............................................     27.5             31.2       

    The following table presents the premiums over the Aerial historical price
per POP implied by the assumed exchange ratio of 0.455 for estimated 2000       
covered POPs and current total and weighted POPs, and compares that information 
to the current price per VoiceStream POP:                                       

                                                        [Enlarge/Download Table]

                                                                                                   SEPTEMBER 17,
                                         SEPTEMBER 17,   IMPLIED     PREMIUM TO                        1999     
                             AERIAL          1999       DEAL PRICE  SEPTEMBER 17,   VOICESTREAM      PRICE PER  
                              POPS         PRICE PER    PER AERIAL      1999            POPS        VOICESTREAM 
                          (IN MILLIONS)   AERIAL POP       POP      AERIAL PRICE   (IN MILLIONS)        POP     
                          -------------  -------------  ----------  -------------  --------------  -------------
                                                                                                                
2000 Covered POPs........     24.2          $106.32      $130.11         22%            30.6          $203.12   
Total POPs...............     28.3            91.07       111.44         22             77.3            83.35   
Weighted Total POPs......     28.3            91.07       111.44         22             45.6           141.22   

    Goldman Sachs noted the following concerning the results of this analysis.
Although the consideration to be paid in the Aerial reorganization represented a
range of premiums over Aerial's common stock price of 27.5% to 74.1% and a      
premium over Aerial's price per POP of 22%, the actual price per Aerial POP     
represented by the merger consideration was lower than VoiceStream's price per  
POP.                                                                            

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The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analysis or of the summary set forth above, without considering 
the analyses as a whole, could create an incomplete view of the processes       
underlying Goldman Sachs' opinion. In arriving at its fairness determination,   
Goldman Sachs considered the results of all such analyses. No company or        
transaction used in the above analyses as a comparison is directly comparable to
VoiceStream or Aerial or the Aerial reorganization. The analyses were prepared  
solely for purposes of Goldman Sachs' providing its opinion to the VoiceStream  
board that, as of the date of such opinion, the merger consideration to be paid 
by VoiceStream Holdings pursuant to the Aerial reorganization agreement was fair
from a financial point of view to VoiceStream stockholders. The analyses do not 
purport to be appraisals or necessarily reflect the prices at which the business
or securities actually may be sold. Analyses based upon forecasts of future     
results, which are inherently subject to uncertainty, are not necessarily       
indicative of actual future results, which may be significantly more or less    
favorable than suggested by such analyses. As described above, Goldman Sachs'   
opinion to the VoiceStream board was one of many factors taken into             
consideration by the VoiceStream board in making its determination to approve   
the Aerial reorganization agreement.                                            

     The foregoing summary describes material financial analyses used by Goldman
Sachs in connection with providing its opinion to VoiceStream's board of        
directors on September 17, 1999. You should read the entire opinion of Goldman  
Sachs in Annex E.                                                               

   Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with  
mergers and acquisitions, negotiated underwritings, competitive biddings,       
secondary distributions of listed and unlisted securities, private placements   
and valuations for estate, corporate and other purposes. VoiceStream selected   
Goldman Sachs as its financial advisor because it is a nationally recognized    
investment banking firm that has substantial experience in transactions similar 
to the Aerial reorganization.                                                   

Goldman Sachs is familiar with VoiceStream having provided certain    
investment banking services to VoiceStream and its former parent, Western       
Wireless, from time to time, including having acted as lead managing underwriter
of the initial public offering of 12.65 million shares of Western Wireless      
common stock in May 1996; having acted as lead manager in the public offering of
$200 million aggregate principal amount of 10.5% senior subordinated notes due  
June 2006, of Western Wireless in May 1996; having acted as lead manager in the 
public offering of $200 million aggregate principal amount of 10.5% senior      
subordinated notes due February 2007 of Western Wireless in October 1996; having
acted as lead manager in the public offering of 13.915 million shares of Western
Wireless common stock in April 1998; having acted as Western Wireless' financial
advisor in connection with the sale of 19.9% of the outstanding shares of       
VoiceStream common stock to Hutchison PCS (USA) in February 1998; having acted  
as VoiceStream's financial advisor in connection with, and having participated  
in certain of the negotiations leading to, the Aerial reorganization agreement  
and the Omnipoint reorganization agreement; and having acted as co-manager in   
the private offering of $1.1 billion aggregate principal amount of 10.375%      
senior notes due November 2009 of VoiceStream and VoiceStream Holdings and $720 
million aggregate principal amount of 11.875% senior discount notes due November
2009 of VoiceStream and VoiceStream Holdings in November 1999. Investment funds 
affiliated with Goldman Sachs have a principal investment in VoiceStream in the 
amount of 9,730,208 shares of VoiceStream common stock and have the right to    
designate a nominee for election to VoiceStream's board of directors. Terence   
O'Toole, a managing director of Goldman Sachs, is a director of VoiceStream. In 
addition, Goldman Sachs has provided certain investment banking services to     
Aerial from time to time, including having acted as co-manager in the initial   
public offering of 12.25 million shares of Aerial common stock in April 1996.   

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   Goldman Sachs provides a full range of financial, advisory and securities
services and, in the course of its normal trading activities, may from time to  
time effect transactions and hold securities, including derivative securities,  
of VoiceStream and Aerial for its own account and for the accounts of customers.
As of September 10, 1999, Goldman Sachs had a short position in 4,061 shares of 
Aerial common stock and a short position in 150 put contracts on Aerial common  
stock. As of the same date and in addition to the principal investment referred 
to above, Goldman Sachs had a long position of $8.5 million of VoiceStream bank 
loans.                                                                          

FEE ARRANGEMENT WITH GOLDMAN SACHS                                              

   Pursuant to a letter agreement dated October 7, 1998, VoiceStream engaged
Goldman Sachs to act as its financial advisor in connection with a potential    
transaction involving Aerial or another third party. VoiceStream has agreed to  
pay Goldman Sachs a transaction fee equal to $6,000,000 upon consummation of the
Aerial reorganization. VoiceStream has agreed to reimburse Goldman Sachs for its
reasonable out-of-pocket expenses, including attorney's fees, and to indemnify  
Goldman Sachs against certain liabilities, including certain liabilities under  
the federal securities laws. Goldman Sachs' estimated out-of-pocket expenses    
relating to the Aerial reorganization are $110,972.                             

RECOMMENDATIONS OF THE AERIAL BOARD; REASONS FOR THE AERIAL REORGANIZATION      

As more fully discussed under "Background of Events Leading to Aerial 
Reorganization," the Aerial board determined to explore the possibility of a    
business combination transaction in connection with its consideration of the    
best strategic alternative available to Aerial, considering TDS's decision to   
spin-off Aerial and to seek to cause Aerial to be financed by parties other than
TDS. After conducting the auction process described under "Background of Events 
Leading to Aerial Reorganization," only VoiceStream and one other party         
submitted a bid to acquire Aerial. Such other party did not deliver a firm      
proposal in spite of efforts by Aerial and its representatives to obtain a firm 
proposal. The Aerial board of directors concluded that such other party was     
unlikely to deliver a firm proposal that was superior to the terms of the Aerial
reorganization negotiated with VoiceStream, if such other party ultimately      
delivered a firm proposal at all. The Aerial board further believes that no     
potential merger candidate other than VoiceStream would provide the             
compatibility of GSM technology and geographic fit, making VoiceStream          
preferable to other potential merger candidates. Considering these circumstances
and the factors described below, the Aerial board of directors believes that the
Aerial reorganization is the best alternative available to Aerial and its       
stockholders.                                                                   

 The Aerial board of directors determined that the Aerial reorganization
agreement and the Aerial reorganization are advisable and are fair to, and in   
the best interests of, Aerial and its stockholders. The Aerial board unanimously
recommends that the Aerial stockholders vote "FOR" approval and adoption of the 
Aerial reorganization and the other transactions contemplated by the Aerial     
reorganization agreement, regardless of whether or not the Omnipoint            
reorganization is completed.                                                    

    The Aerial board believes that the completion of the Aerial reorganization
will substantially benefit both Aerial and its stockholders, whether or not the 
Omnipoint reorganization is completed. In reaching its determination to approve 
the Aerial reorganization, the Aerial board consulted with Aerial's financial   
and legal advisors, members of Aerial's senior management, and representatives  
of TDS. In reaching its determination, the Aerial board considered numerous     
factors.                                                                        

The following factors were considered to be positive:                 

- the equivalent cash value of $25.08 per share of Aerial common stock
  represented by the proposed conversion of one share of Aerial common
stock into 0.455 of a share of                                    

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       VoiceStream common stock, as calculated based on the closing market price
  of $55.125 per share of common stock of VoiceStream on September 16,
1999;                                                             

     - the 31% premium represented by that $25.08 equivalent cash value over the
 closing market price of $19.125 per share of Aerial common stock on
September 16, 1999;                                               

     - the ability of Aerial's stockholders, other than TDS and Sonera, to elect
      to receive cash in the amount of $18.00 per share of Aerial common stock
instead of receiving VoiceStream common stock;                    

     - the equivalent cash value of $25.08 and the cash election value of $18.00
   per share of Aerial common stock as compared to the historical market
    price of the Aerial common stock and Aerial's book value and net asset
value per share of Aerial common stock;                           

- the likelihood that the proposed Aerial reorganization would be     
completed, considering, among other things, the likelihood of     
      satisfaction of the conditions to the Aerial reorganization contained in
the Aerial reorganization agreement;                              

   - the fact that VoiceStream had entered into the Omnipoint reorganization
     agreement and the belief that this had a positive impact on VoiceStream
and the combined company;                                         

- the potential increase in the number of shares of VoiceStream common
    stock to be received by those Aerial stockholders who elect to receive
    VoiceStream common stock in the Aerial reorganization if the Omnipoint
   reorganization does not close by June 30, 2000 and if the VoiceStream
common stock trades below a certain price per share level;        

     - the consistency of the strategies that Aerial and VoiceStream, as well as
Omnipoint, are pursuing;                                          

   - the potential synergies that the combination of Aerial and VoiceStream,
   including Omnipoint in the event that VoiceStream acquires Omnipoint,
might realize;                                                    

- the desirability of a business combination with VoiceStream and the 
     similarities between Aerial and VoiceStream, including Omnipoint in the
event that the Omnipoint reorganization is completed;             

- the benefits expected to be achieved as a result of the Aerial      
       reorganization, including economies of scale, purchasing power, increased
footprint and financing;                                          

   - the positive impact that the Aerial reorganization would be expected to
have on the balance sheet, earnings and cash flow of the combined 
company;                                                          

- the expectation that the Aerial reorganization would have a positive
   impact on the ability of the combined company to deliver high-quality
services to customers;                                            

- the expectation that the Aerial reorganization would have a positive
       impact on the ability of the combined company to maintain a high-quality,
highly-motivated work force;                                      

  - the fact that the geographical scope of the business operations of the
   combined company, including Omnipoint in the event that the Omnipoint
  reorganization is completed, would be significantly greater than the
current geographical scope of Aerial's business operations;       

     - the expected greater ability of the combined company, including Omnipoint
     in the event that the Omnipoint reorganization is completed, to compete
      against larger wireless carriers as compared to Aerial's current ability
to compete against such carriers;                                 

     - the fact that the Aerial reorganization agreement provides an opportunity
 for Aerial's stockholders who elect to receive and hold VoiceStream
common stock in the Aerial                                        

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reorganization to continue to retain an interest in the wireless  
telecommunications market through a larger and more geographically
diverse combined company;                                         

- the expected impact of the Aerial reorganization in relation to the 
current conditions and trends in the highly competitive           
telecommunications and wireless industries, which suggest that    
consolidation will continue to increase the size and strength of  
competitors;                                                      

    - the current positive general economic and market conditions, overall and
regionally;                                                       

    - the opportunities presented by the Aerial reorganization considering the
      historical financial condition, results of operations, and cash flows of
Aerial and the business and strategic objectives of Aerial;       

    - the expected benefits of the Aerial reorganization considering the risks
 involved in achieving the projected financial condition, results of
 operations and cash flows and the business prospects of Aerial as a
stand-alone company;                                              

- the likelihood that the combined company would be able to obtain the
     necessary resources following a business combination as compared to the
    risks that Aerial would be able to obtain the necessary resources on a
stand-alone basis considering the continuing need for significant 
   financial resources to execute Aerial's business plan and strategies;

     - the fact that the Aerial reorganization contemplated the purchase by TDS,
     through the replacement of the debt of Aerial Operating Company to TDS,
     and by Sonera, of an aggregate of $650 million of stock from Aerial and
Aerial Operating Company in connection with the debt replacement  
      agreement and the settlement agreement and release, which would increase
     the capitalization of Aerial, regardless of whether or not the proposed
transaction with VoiceStream is consummated;                      

     - the results of discussions of Aerial's management and financial and legal
      advisors with other parties and other proceedings and events relating to
    the consideration of a possible business combination involving Aerial,
  which indicated that the proposed Aerial reorganization was the best
alternative available to Aerial;                                  

     - Aerial's management's views to the effect that a superior transaction was
unlikely;                                                         

 - the detailed financial and valuation analyses presented to the Aerial
board by Aerial's financial advisor relating to the Aerial        
reorganization;                                                   

- the written opinion dated September 17, 1999, of Aerial's financial 
     advisor that, as of such date and based upon and subject to the various
       assumptions, limitations and qualifications set forth in its opinion, the
       merger consideration, defined as the Aerial stock election and the Aerial
     cash election, to be received by the stockholders of Aerial, other than
VoiceStream, VoiceStream Holdings and Omnipoint and to any their  
respective affiliates, is fair from a financial point of view;    

- the fact that the terms and conditions of the proposed Aerial       
     reorganization were extensively negotiated on behalf of Aerial and were
believed to be favorable overall to Aerial and its stockholders;  

- the fact that there is no financing condition in the Aerial         
reorganization agreement;                                         

  - the positive recommendation of Aerial's management with respect to the
Aerial reorganization agreement;                                  

  - the positive recommendation of the Aerial special committee, which was
represented by independent legal counsel and independent financial
 advisors, and the positive recommendation of the Aerial transaction
committee with respect to the Aerial reorganization;              

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 - the fact that TDS, Aerial's majority stockholder, had agreed to enter
     into the stockholder agreement with VoiceStream, and TDS's agreement in
that stockholder agreement to vote in favor of the adoption of and
approval of the Aerial reorganization;                            

     - the belief that the Aerial reorganization offered greater advantages than
     the strategic and financial alternatives available to Aerial, including
    the alternative of operating as a separate company after a spin-off by
TDS;                                                              

    - the expected tax-free treatment of the proposed Aerial reorganization to
the stockholders of Aerial; and                                   

  - the fact that the special committee, the transaction committee and the
Aerial board took an active role in connection with the Aerial    
reorganization agreement.                                         

In addition, the Aerial board of directors considered the following   
negative factors:                                                               

    - the possibility that the Omnipoint reorganization would not be completed
and the risks to Aerial if that transaction were not consummated; 

 - the risks that potential synergies and other expected benefits of the
    Aerial reorganization or the Omnipoint reorganization, if consummated,
may not be achieved;                                              

    - the fact that, as a condition to entering into the Aerial reorganization
agreement, VoiceStream required Aerial to agree to call and hold a
      meeting of stockholders of Aerial, even if the Aerial board withdraws or
   modifies its recommendation with respect to the Aerial reorganization
agreement; and                                                    

   - the recognition by the Aerial board that, under the terms of the Aerial
reorganization agreement, in the event of termination of the      
      reorganization agreement, Aerial may become obligated to pay VoiceStream
a termination fee of $40,000,000.                                 

The Aerial board of directors determined that the positive factors    
outweighed the potential negative factors.                                      

     The foregoing summary addresses the material facts, matters and information
considered by the Aerial board in connection with its deliberations on the      
combination of Aerial and VoiceStream. In view of the variety of factors        
considered, the Aerial board did not find it practical to and did not make a    
specific assessment of or otherwise assign relative weights to the specific     
facts, matters and information considered. After considering all of the facts,  
matters and information brought to its attention, the Aerial board, unanimously 
adopted the Aerial reorganization agreement and approved the transactions       
contemplated thereby.                                                           

 Taking into account all of the material facts, matters and information,
including those described above, the Aerial board believes that the terms of the
Aerial reorganization agreement, including the related transactions, are fair to
and in the best interests of Aerial's stockholders.                             

 THE AERIAL BOARD UNANIMOUSLY RECOMMENDS THAT AERIAL'S STOCKHOLDERS VOTE
"FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE AERIAL 
REORGANIZATION AGREEMENT.                                                       

AERIAL FAIRNESS OPINION                                                         

  Aerial engaged Donaldson, Lufkin & Jenrette to act as Aerial's financial
advisor in connection with the Aerial reorganization and to evaluate the        
fairness to Aerial common stockholders, other than VoiceStream, VoiceStream     
Holdings and Omnipoint, from a financial point of view, of the consideration to 
be received by such stockholders pursuant to the terms of the Aerial            
reorganization agreement. On September 17, 1999, Donaldson, Lufkin & Jenrette   
delivered to the Aerial board of directors its oral opinion, which was          
subsequently confirmed in writing, that, as of such date, and                   

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based on and subject to the assumptions, limitations and qualifications as set  
forth in the opinion, the merger consideration, defined as the Aerial stock     
election and the Aerial cash election, to be received by the stockholders of    
Aerial other than VoiceStream, VoiceStream Holdings and Omnipoint and any of    
their respective affiliates, was fair to Aerial's stockholders from a financial 
point of view.                                                                  

THE FULL TEXT OF THE DONALDSON, LUFKIN & JENRETTE OPINION IS ATTACHED 
HERETO AS ANNEX F TO THIS JOINT PROXY STATEMENT-PROSPECTUS. AERIAL COMMON       
STOCKHOLDERS ARE URGED TO READ THE DONALDSON, LUFKIN & JENRETTE OPINION         
CAREFULLY AND IN ITS ENTIRETY FOR THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE,    
OTHER MATTERS CONSIDERED AND LIMITS OF THE REVIEW BY DONALDSON, LUFKIN &        
JENRETTE IN CONNECTION WITH SUCH OPINION.                                       

    The Donaldson, Lufkin & Jenrette opinion was prepared for the Aerial board
and was directed only to the fairness from a financial point of view, as of the 
date thereof, of the merger consideration to be received by the Aerial common   
stockholders other than VoiceStream, VoiceStream Holdings and Omnipoint and any 
of their respective affiliates, pursuant to the Aerial reorganization agreement.
The Donaldson, Lufkin & Jenrette opinion does not address the relative merits of
the Aerial reorganization, as contrasted with any other business strategies     
being considered by the Aerial board, nor does it express any opinion as to the 
Aerial board's decision to proceed with the Aerial reorganization. Donaldson,   
Lufkin & Jenrette expressed no opinion as to the prices at which the VoiceStream
Holdings common stock will actually trade at any time. The Donaldson, Lufkin &  
Jenrette opinion does not constitute a recommendation to any Aerial common      
stockholder as to how such stockholder should vote on the Aerial reorganization 
or whether such stockholder should elect to receive cash or stock.              

Aerial selected Donaldson, Lufkin & Jenrette as its financial advisor 
because it is an internationally recognized investment banking firm that has    
substantial experience in the communications industry and is familiar with      
Aerial and its business. As part of its investment banking business, Donaldson, 
Lufkin & Jenrette is regularly engaged in the valuation of businesses and       
securities in connection with mergers, acquisitions, underwritings, sales and   
distributions of listed and unlisted securities, private placements and         
valuations for corporate and other purposes.                                    

   In arriving at its opinion, Donaldson, Lufkin & Jenrette reviewed (1) the
Aerial reorganization agreement, (2) the TDS stockholder voting agreement, dated
the date of the Aerial reorganization agreement, among VoiceStream, TDS and     
VoiceStream Holdings, (3) the debt replacement agreement, dated the date of the 
Aerial reorganization agreement, among TDS, VoiceStream, VoiceStream Holdings,  
Aerial Operating Company, and Aerial, (4) the indemnity agreement, dated the    
date of the reorganization agreement, among TDS, Aerial Operating Company,      
VoiceStream, VoiceStream Holdings and Aerial, (5) the VoiceStream stockholder   
voting agreement, dated the date of the Aerial reorganization agreement, among  
certain stockholders of VoiceStream, (6) a draft of the investor agreement to be
entered into by TDS, VoiceStream and VoiceStream Holdings at or prior to the    
effective time of the Aerial reorganization, (7) a draft of the registration    
rights agreement to be entered into by TDS and VoiceStream Holdings at or prior 
to the effective time of the Aerial reorganization, and (8) the exhibits        
thereto. Donaldson, Lufkin & Jenrette also reviewed financial and other         
information that was publicly available, including certain research analysts'   
projections for Aerial and VoiceStream (both on a standalone basis and pro forma
for the Omnipoint reorganization), or furnished to Donaldson, Lufkin & Jenrette 
by Aerial and VoiceStream, including information provided during discussions    
with their respective managements (which with respect to VoiceStream includes   
VoiceStream management's comments on the research analyst projections referred  
to above (such research analyst's projections, as commented on by management of 
VoiceStream, the "Analyst Projections")). Included in the information provided  
during discussions with management of Aerial were certain financial projections 
of Aerial prepared by management of Aerial. In addition, Donaldson, Lufkin &    
Jenrette compared certain financial and securities data of                      

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Aerial, VoiceStream and Omnipoint with various other companies whose securities 
are traded in public markets, reviewed the historical stock prices and trading  
volumes of Aerial common stock, VoiceStream common stock and Omnipoint common   
stock, reviewed prices and premiums paid in certain other business combinations 
and conducted such other financial studies, analyses and investigations as      
Donaldson, Lufkin & Jenrette deemed appropriate for purposes of rendering its   
opinion.                                                                        

In rendering its opinion, Donaldson, Lufkin & Jenrette relied upon and
assumed the accuracy and completeness of all of the financial and other         
information that was available to Donaldson, Lufkin & Jenrette from public      
sources, that was provided to Donaldson, Lufkin & Jenrette by Aerial or         
VoiceStream and their respective representatives, or that was otherwise reviewed
by Donaldson, Lufkin & Jenrette, and assumed that Aerial is not aware of any    
information prepared by it or its advisors that might be material to Donaldson, 
Lufkin & Jenrette's opinion that has not been made available to Donaldson,      
Lufkin & Jenrette. With respect to the financial projections supplied to        
Donaldson, Lufkin & Jenrette, Donaldson, Lufkin & Jenrette relied on            
representations that they were reasonably prepared on the basis reflecting the  
best currently available estimates and judgments of the management of Aerial as 
to the future operating and financial performance of Aerial. With respect to the
Analyst Projections, Donaldson, Lufkin & Jenrette assumed that they were        
prepared on a basis that does not materially differ from the view of management 
of VoiceStream as to the future operating and financial performance of          
VoiceStream. Donaldson, Lufkin & Jenrette did not assume any responsibility for 
making any independent evaluation of any assets or liabilities or for making any
independent verification of any of the information reviewed by Donaldson, Lufkin
& Jenrette. Donaldson, Lufkin & Jenrette relied as to certain legal matters on  
advice of counsel to Aerial.                                                    

   Donaldson, Lufkin & Jenrette also took into account VoiceStream's view as
to the possible tax consequences of the transactions contemplated by the Aerial 
reorganization agreement. Donaldson, Lufkin & Jenrette did not assume that there
would be no potential adverse tax consequences to VoiceStream which might result
from the transactions contemplated by the Aerial reorganization agreement.      
Rather, Donaldson, Lufkin & Jenrette took into account the possibility that     
there could be adverse tax consequences implicating the tax indemnification     
obligations of VoiceStream to Western Wireless and determined that the          
possibility of any such consequences would not affect its conclusion as to the  
fairness of the merger consideration.                                           

    The Donaldson, Lufkin & Jenrette opinion is necessarily based on economic,
market, financial and other conditions as they exist on, and on the information 
made available to Donaldson, Lufkin & Jenrette as of, the date of the Donaldson,
Lufkin & Jenrette opinion. Although subsequent developments may have affected or
in the future may affect the Donaldson, Lufkin & Jenrette opinion, Donaldson,   
Lufkin & Jenrette is under no obligation to update, revise or reaffirm its      
opinion.                                                                        

     In preparing its opinion, Donaldson, Lufkin & Jenrette examined the implied
value of the Aerial common stock. In addition Donaldson, Lufkin & Jenrette      
compared the relative value of Aerial common stock to the relative value of     
VoiceStream common stock to evaluate the proposed exchange ratio. In analyzing  
the value of the Aerial common stock, Donaldson, Lufkin & Jenrette conducted    
several different analyses, including analyzing (1) the trading value of Aerial 
common stock over the preceding 52-week period, (2) research analysts' price    
targets, (3) public company equity comparables of Aerial, (4) comparable        
precedent transactions involving wireless companies, (5) premiums paid in       
previous mergers and acquisitions transactions, (6) the present value of        
discounted cash flows and (7) research analysts' private market values of       
Aerial. Donaldson, Lufkin & Jenrette's analysis of the exchange ratio involved  
comparing the relative value of the common stock of Aerial to the relative value
of the common stock of VoiceStream pro forma for the Omnipoint reorganization   
and on a stand-alone basis. The techniques used in comparing the relative values
included analyzing (1) market implied exchange ratios, (2) research analysts'   
price targets,                                                                  

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(3) public company equity comparables, (4) comparable precedent transactions    
involving wireless companies, (5) the present value of discounted cash flows,   
(6) research analysts' private market values and (7) the relative contributions 
of Aerial and VoiceStream to a reorganized entity. Valuations for Aerial common 
stock were derived based on approximately $846.1 million of net debt and 85.9   
million fully diluted shares as of June 30, 1999. Valuations for VoiceStream    
common stock were derived based on approximately $2.9 billion of net debt and   
194.5 million fully diluted shares for VoiceStream pro forma for the Omnipoint  
reorganization and $957.9 million of net debt and 100.4 million fully diluted   
shares for VoiceStream on a stand-alone basis as of June 30, 1999. The following
is a summary of the analyses contained in the presentation made by Donaldson,   
Lufkin & Jenrette to the Aerial board on September 17, 1999 in connection with  
the preparation of the Donaldson, Lufkin & Jenrette opinion:                    

ANALYSES OF AERIAL COMMON STOCK                                                 

     Donaldson, Lufkin & Jenrette conducted the following analyses in evaluating
the consideration to be received by the public stockholders of Aerial.          

STOCK PRICE HISTORY                                                   

     To provide contextual data and comparative market data, Donaldson, Lufkin &
Jenrette examined the history of the trading prices of the Aerial common stock  
and the trading prices of the Aerial common stock relative to an index of       
comparable companies, each for the one-year period from September 16, 1998      
through September 16, 1999. During this period, the Aerial common stock price   
reached a high intra-day price of $20.25 and a low intra-day price of $1.63.    
Donaldson, Lufkin & Jenrette noted that the price of the Aerial common stock    
tracked the performance of an index of comparable companies during this period. 
The companies included in the comparable company index were VoiceStream,        
Omnipoint, Nextel, Sprint PCS, Powertel, Clearnet and Microcell. Finally,       
Donaldson, Lufkin & Jenrette noted that in April 1996 the initial public        
offering price of Aerial common stock was $17.00.                               

RESEARCH ANALYST PRICE TARGETS                                        

 Donaldson, Lufkin & Jenrette reviewed research published by Wall Street
research analysts since the announcement of the Omnipoint reorganization and    
derived a range of implied equity values of $14.00 to $20.00 per Aerial share   
based on their target prices for Aerial common stock.                           

PUBLIC COMPARABLES ANALYSIS                                           

 Donaldson, Lufkin & Jenrette analyzed selected historical and projected
operating information and valuation data for certain publicly traded wireless   
companies. In addition, Donaldson, Lufkin & Jenrette reviewed Wall Street       
research analyst comments on Aerial. Based on this analysis, Donaldson, Lufkin &
Jenrette concluded that Aerial's most comparable companies include VoiceStream, 
on a stand-alone basis, Omnipoint, PowerTel, Clearnet and Microcell.            

   Donaldson, Lufkin & Jenrette compared the PCS enterprise value of each of
the comparable companies to the number of POPs and subscribers for each of the  
comparable companies to derive a per POP and per subscriber multiple range for  
the comparable companies. For purposes of Donaldson, Lufkin & Jenrette's        
analysis, POPs includes covered POPs and POPs that are intended to be built.    
Donaldson, Lufkin & Jenrette defined PCS enterprise value as the market value of
fully-diluted common equity plus the book value of long-term debt and the       
liquidation value of outstanding preferred stock, if any, minus cash, the       
proceeds from the exercise of outstanding options and warrants and the value of 
certain other assets and investments. Donaldson, Lufkin & Jenrette then applied 
the comparable company per POP and per subscriber multiples to corresponding    
operating                                                                       

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data for Aerial to derive implied PCS enterprise valuation ranges for Aerial.   
Based on the above analysis, Donaldson, Lufkin & Jenrette derived an implied    
equity reference range per share of Aerial common stock of $14.00 to $24.00.    

COMPARABLE ACQUISITIONS ANALYSIS                                      

     Donaldson, Lufkin & Jenrette reviewed five selected control and non-control
acquisitions or proposed acquisitions involving wireless targets that Donaldson,
Lufkin & Jenrette deemed to be comparable to Aerial:                            

1. VoiceStream's proposed acquisition of Omnipoint;                   

2. Microsoft Corporation's investment in Nextel;                      

3. Bell Canada International's investment in Hansol PCS Co. Ltd.;     

  4. AirTouch's acquisition of US West Media Group's stake in PCS PrimeCo;
and                                                             

  5. Hutchison Telecom Limited's acquisition of an interest in VoiceStream
when it was a division of Western Wireless Corp.                

     In examining these acquisitions, Donaldson, Lufkin & Jenrette derived a per
POP and per subscriber multiple range for the acquired companies based on each  
company's PCS enterprise value as of the date of announcement of the            
acquisition. Donaldson, Lufkin & Jenrette then applied the per POP and per      
subscriber multiples to corresponding operating data for Aerial to derive       
implied PCS enterprise valuation ranges for Aerial. Based on the above analysis,
Donaldson, Lufkin & Jenrette derived an implied equity reference range per share
of Aerial common stock of $10.00 to $20.00. Based solely on the per POP and per 
subscriber multiples for the Omnipoint reorganization, which Donaldson, Lufkin &
Jenrette believed to be the transaction most similar to the Aerial              
reorganization, Donaldson, Lufkin & Jenrette derived a reference range per share
of Aerial common stock of $15.00 to $20.00.                                     

COMPARABLE PREMIUMS PAID ANALYSIS                                     

     Donaldson, Lufkin & Jenrette determined the implied premium over the common
stock trading prices as of one day, one week and four weeks prior to the        
announcement date of comparable acquisitions announced since January 1, 1997    
with enterprise values between $2 and $3.5 billion. From this analysis          
Donaldson, Lufkin & Jenrette derived a reference range per share of Aerial      
common stock from $10.00 to $25.00.                                             

DISCOUNTED CASH FLOW ANALYSIS                                         

   Donaldson, Lufkin & Jenrette performed a discounted cash flow analysis of
Aerial for the period commencing December 31, 1999 and ending December 31, 2008 
using projections and assumptions provided by Aerial's management. Donaldson,   
Lufkin & Jenrette's discounted cash flow calculation is an analysis of the      
present value of projected unlevered free cash flows and an estimated terminal  
year enterprise value using the discount rates and terminal year EBITDA         
multiples indicated below. The discounted cash flow value per share of Aerial   
common stock was estimated using weighted average cost of capital discount rates
ranging from 11.5% to 13.5% and terminal multiples of estimated EBITDA for      
Aerial's fiscal year ending 2008 ranging from 9.0x to 11.0x. From this analysis 
Donaldson, Lufkin & Jenrette derived a reference range per share of Aerial      
common stock from $15.00 to $25.00.                                             

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RESEARCH ANALYST PRIVATE MARKET VALUE                                 

   Donaldson, Lufkin & Jenrette reviewed private market valuations of Aerial
common stock as calculated by Wall Street research analysts since the           
announcement of the Omnipoint reorganization. The range of private market values
derived for Aerial common stock was $16.00 to $22.00 per share.                 

ANALYSES OF EXCHANGE RATIO                                                      

     Donaldson, Lufkin & Jenrette conducted the following analyses in evaluating
the proposed exchange ratio.                                                    

MARKET IMPLIED EXCHANGE RATIO COMPARISON                              

Donaldson, Lufkin & Jenrette compared the price levels of VoiceStream 
common stock to Aerial common stock from May 3, 1999 to September 16, 1999. The 
relative price levels implied an exchange ratio pre-Omnipoint reorganization    
announcement ranging from 0.299 to 0.449. The relative price levels implied an  
exchange ratio post-Omnipoint reorganization announcement ranging from 0.256 to 
0.475.                                                                          

RELATIVE RESEARCH ANALYST PRICE TARGETS                               

    Donaldson, Lufkin & Jenrette compared research analysts' price targets for
VoiceStream common stock to their price targets for Aerial common stock. With   
respect to price targets for VoiceStream and Aerial, Donaldson, Lufkin &        
Jenrette used price targets before and after the announcement of the Omnipoint  
reorganization. For VoiceStream common stock, Donaldson, Lufkin & Jenrette      
derived a reference range of $30.00 to $44.00 pre-announcement and $50.00 to    
$65.00 post-announcement. For Aerial common stock, Donaldson, Lufkin & Jenrette 
derived a reference range of $9.00 to $13.00 pre-announcement and $14.00 to     
$20.00 post-announcement. The relative price targets implied an exchange ratio  
pre-Omnipoint reorganization announcement ranging from 0.205 to 0.433. The      
relative price targets implied an exchange ratio post-Omnipoint reorganization  
announcement ranging from 0.215 to 0.4.                                         

PUBLIC COMPARABLES ANALYSIS                                           

 Donaldson, Lufkin & Jenrette analyzed selected historical and projected
operating information and valuation data for certain publicly traded wireless   
companies, including VoiceStream on a stand-alone basis and pro forma for the   
Omnipoint reorganization. In addition, Donaldson, Lufkin & Jenrette reviewed    
Wall Street research analyst comments on VoiceStream. Based on this analysis,   
Donaldson, Lufkin & Jenrette concluded that, analyzing VoiceStream on a pro     
forma basis, its most comparable companies are Sprint PCS and Nextel, which are 
national wireless companies. Donaldson, Lufkin & Jenrette concluded that,       
analyzing VoiceStream on a standalone basis, its most comparable companies      
include a broad wireless group comprised of Sprint PCS, Nextel, Omnipoint,      
Aerial, Powertel, Clearnet and Microcell.                                       

     Using the same methodology used to determine the public comparables implied
equity reference range per share of Aerial common stock, but using the companies
that Donaldson, Lufkin & Jenrette concluded were comparable to VoiceStream pro  
forma for the Omnipoint reorganization, Donaldson, Lufkin & Jenrette derived an 
implied equity reference range per share of VoiceStream common stock of $50.00  
to $65.00. Comparing this reference range to the public comparables implied     
equity reference range per share of Aerial common stock of $14.00 to $24.00,    
Donaldson, Lufkin & Jenrette derived an implied exchange ratio pro forma for the
Omnipoint reorganization announcement ranging from 0.215 to 0.48.               

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     Using the same methodology but using the companies that Donaldson, Lufkin &
Jenrette concluded were comparable to VoiceStream on a stand-alone basis and the
valuation data prior to the announcement of the Omnipoint reorganization,       
Donaldson, Lufkin & Jenrette derived an implied equity reference range per share
of VoiceStream common stock of $25.00 to $45.00. Comparing this reference range 
to the public comparables implied equity reference range per share of Aerial    
common stock of $12.00 to $16.00 for the same period, Donaldson, Lufkin &       
Jenrette derived an implied exchange ratio on a stand-alone basis ranging from  
0.267 to 0.64.                                                                  

RELATIVE VALUATION BASED ON PRECEDENT TRANSACTIONS                    

  Donaldson, Lufkin & Jenrette compared the implied equity reference range
per share of Aerial common stock based on the comparable acquisitions analysis  
described above to the actual price of VoiceStream common stock both before and 
after the announcement of the Omnipoint reorganization. To determine a relative 
valuation on a pro forma basis, Donaldson, Lufkin & Jenrette compared the       
comparable acquisitions implied equity reference range per share of Aerial      
common stock of $10.00 to $20.00 to the price of VoiceStream common stock prior 
to the delivery of the Donaldson, Lufkin & Jenrette opinion. The relative price 
levels implied an exchange ratio ranging from 0.18 to 0.36 pro forma for the    
Omnipoint reorganization. To determine a relative valuation on a stand-alone    
basis, Donaldson, Lufkin & Jenrette compared the comparable acquisitions implied
equity reference range per share of Aerial common stock of $10.00 to $20.00 to  
the trading price of VoiceStream common stock prior to the announcement of the  
Omnipoint reorganization. The relative price levels implied an exchange ratio   
ranging from 0.339 to 0.678 on a stand-alone basis. Comparing the price of      
VoiceStream common stock prior to the delivery of the Donaldson, Lufkin &       
Jenrette opinion to the implied equity range per share of Aerial common stock of
$15.00 to $20.00 based solely on the Omnipoint reorganization, implied an       
exchange ratio ranging from 0.27 to 0.36 pro forma for the Omnipoint            
reorganization. Comparing the price of VoiceStream common stock prior to the    
announcement of the Omnipoint reorganization to the implied equity reference    
range per share of Aerial common stock of $15.00 to $20.00 based solely on the  
Omnipoint reorganization implied an exchange ratio ranging from 0.508 to 0.678. 

DISCOUNTED CASH FLOW ANALYSIS                                         

   Donaldson, Lufkin & Jenrette performed a discounted cash flow analysis of
VoiceStream both on a stand-alone basis and pro forma for the Omnipoint         
reorganization, for the period commencing December 31, 1999 and ending December 
31, 2008, using the Analyst Projections.                                        

  The discounted cash flow value per share of VoiceStream common stock pro
forma for the Omnipoint reorganization was estimated using weighted average cost
of capital discount rates ranging from 10.0% to 12.0% and terminal multiples of 
estimated EBITDA for VoiceStream's fiscal year ending December 31, 2008, ranging
from 11.0x to 13.0x. This analysis yielded a range of implied per share values  
of $49.95 to $69.05.                                                            

   The discounted cash flow value per share of VoiceStream common stock on a
stand-alone basis was estimated using weighted average cost of capital discount 
rates ranging from 10.0% to 12.0% and terminal multiples of estimated EBITDA for
VoiceStream's fiscal year ending December 31, 2008, ranging from 9.0x to 11.0x. 
This analysis yielded a range of implied per share values of $45.59 to $61.82.  

 The relative price levels implied exchange ratios ranging from 0.223 to
0.513 pro forma for the Omnipoint reorganization and from 0.249 to 0.563 on a   
stand-alone basis.                                                              

RELATIVE VALUATION BASED ON RESEARCH ANALYST PRIVATE MARKET VALUE     

     Donaldson, Lufkin & Jenrette compared the value of VoiceStream common stock
to Aerial common stock based on research analysts' private market values for    
VoiceStream and Aerial. The                                                     

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relative price levels implied exchange ratios ranging from 0.287 to 0.396 pro   
forma for the Omnipoint reorganization and from 0.441 to 0.61 on a stand-alone  
basis.                                                                          

CONTRIBUTION ANALYSIS                                                 

Donaldson, Lufkin & Jenrette conducted a contribution analysis which  
compared the projected revenue for the years 2000 and 2001, number of           
subscribers and intend-to-build, covered and total POPs Aerial is contributing  
to the combined company relative to the VoiceStream contribution to these items.
Donaldson, Lufkin & Jenrette conducted this analysis for VoiceStream both pro   
forma for the Omnipoint reorganization and on a stand-alone basis. Based on the 
contribution analyses, Donaldson, Lufkin & Jenrette determined the implied      
exchange ratios ranging from 0.35 to 0.7 pro forma for the Omnipoint            
reorganization and from 0.4 to 0.8 on a stand-alone basis.                      

  In addition to the above analysis, Donaldson, Lufkin & Jenrette noted to
the Aerial board that the stock price of VoiceStream has recently been and may  
continue to be volatile.                                                        

   The summary set forth above does not purport to be a complete description
of the analyses performed by Donaldson, Lufkin & Jenrette but describes, in     
summary form, the material elements of the presentation made by Donaldson,      
Lufkin & Jenrette to the Aerial board on September 17, 1999. The preparation of 
a fairness opinion involves various determinations as to the most appropriate   
and relevant methods of financial analysis and the application of these methods 
to the particular circumstances and, therefore, such an opinion is not readily  
susceptible to summary description. Each of the analyses conducted by Donaldson,
Lufkin & Jenrette was carried out in order to provide a different perspective on
the Aerial reorganization and to add to the total mix of information available. 
Donaldson, Lufkin & Jenrette did not form a conclusion as to whether any        
individual analysis, considered in isolation, supported or failed to support an 
opinion as to fairness from a financial point of view. Rather, in reaching its  
conclusions Donaldson, Lufkin & Jenrette considered the results of the analyses 
in light of each other and ultimately reached its opinion based on the results  
of all analyses undertaken in connection with its opinion taken together as a   
whole. Accordingly, notwithstanding the separate factors summarized above,      
Donaldson, Lufkin & Jenrette has indicated to Aerial that it believes that its  
analyses must be considered as a whole and that selecting portions of its       
analyses and the factors considered by it, without considering all analyses and 
factors, could create an incomplete view of the evaluation process underlying   
its opinion. The analyses performed by Donaldson, Lufkin & Jenrette are not     
necessarily indicative of actual values or future results, which may be         
significantly more or less favorable than suggested by such analyses.           

FEE ARRANGEMENTS WITH DONALDSON, LUFKIN & JENRETTE                              

Pursuant to the terms of an engagement agreement dated April 29, 1999,
Aerial agreed to pay (1) a fee of $2.5 million, of which $500,000 was paid on   
June 30, 1999, and $2 million was paid on December 30, 1999, (2) a fee of $1    
million upon delivery of the Donaldson, Lufkin & Jenrette opinion and an        
additional fee of $250,000 for each update of a prior opinion delivered by      
Donaldson, Lufkin & Jenrette and (3) in order to incent Donaldson, Lufkin &     
Jenrette to seek the transaction leading to the highest value for Aerial        
stockholders, additional cash compensation equal to 0.55% of the aggregate value
of outstanding Aerial common stock, treating any shares issuable upon exercise  
of options, warrants or other rights of conversion as outstanding plus the total
amount of any debt assumed, acquired, remaining outstanding, retired or defeased
or preferred stock redeemed or remaining outstanding upon consummation of the   
sale, merger, consolidation or other business combination involving all or at   
least a majority of the business, securities or assets of Aerial net of any cash
or cash equivalents and short-term investment securities with maturities less   
than 36 months, less the amounts payable pursuant to clauses (1) and (2) above. 
Based on the aggregate market value of VoiceStream common stock on January 14,  
2000 and an exchange ratio of 0.455, Donaldson, Lufkin & Jenrette's aggregate   
fee would have been approximately                                               

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$34.6 million, of which $3.5 million has been paid, as of such date. Therefore, 
the net fee payable to Donaldson, Lufkin & Jenrette upon consummation of the    
merger is estimated to be $31.1 million. The actual fee paid to Donaldson,      
Lufkin & Jenrette may be higher or lower than this estimate. In addition, Aerial
agreed to reimburse Donaldson, Lufkin & Jenrette, upon request by Donaldson,    
Lufkin & Jenrette from time to time, for all out-of-pocket expenses, including  
the reasonable fees and expenses of counsel, incurred by Donaldson, Lufkin &    
Jenrette in connection with its engagement, and to indemnify Donaldson, Lufkin &
Jenrette and certain related persons against certain liabilities in connection  
with the engagement, including liabilities under U.S. federal securities laws.  
Through January 14, 2000, Donaldson, Lufkin & Jenrette's out-of-pocket expenses 
related to the Aerial reorganization have totaled approximately $205,000.       
Donaldson, Lufkin & Jenrette and Aerial management negotiated the terms of the  
fee arrangement, and the Aerial board was aware of such arrangement, including  
the fact that a significant portion of the aggregate fee payable to Donaldson,  
Lufkin & Jenrette is contingent upon consummation of the Aerial reorganization. 

  In the ordinary course of business Donaldson, Lufkin & Jenrette actively
trades the debt and equity securities of companies, including Aerial, TDS,      
VoiceStream and Omnipoint, for its own account and for the accounts of customers
and may hold a long or short position in such securities at any time. Donaldson,
Lufkin & Jenrette has performed investment banking and other services for       
Aerial, VoiceStream TDS, Omnipoint, Western Wireless and Hutchison in the past, 
including (1) acting as a co-manager for VoiceStream's offering of 10 3/8%      
Senior Notes due 2009 and 11 7/8% Senior Discount Notes due 2009 in November    
1999, (2) acting as the lead manager for an offering of convertible preferred   
stock of Omnipoint in May 1998, (3) acting as a co-manager for an offering of   
Class A Shares of Western Wireless in April, 1998, (4) acting as a co-manager   
for an offering of Trust Originated Preferred Securities of TDS in February     
1998, (5) arranging a senior secured credit facility for Omnipoint in February  
1998 and (6) acting as financial advisor to Hutchison Telecom Limited in its    
purchase of common stock of Western Wireless Corp. in October 1997, and has     
received usual and customary compensation for such services.                    

RECOMMENDATIONS OF THE AERIAL SPECIAL COMMITTEE                                 

   The Aerial special committee, in determining to recommend approval of the
Aerial reorganization to the Aerial transaction committee and the Aerial board, 
in addition to taking into account all of the factors considered by the Aerial  
transaction committee and the Aerial board, reviewed and considered a financial 
presentation by Wasserstein Perella to the Aerial special committee and the     
opinion of Wasserstein Perella with respect to the fairness from a financial    
point of view to the public stockholders of Aerial of the consideration provided
for in the Aerial reorganization agreement. See "Recommendations of the Aerial  
Board; Reasons for the Aerial Reorganization."                                  

  In reaching its recommendation to approve the Aerial reorganization, the
Aerial special committee also considered the opportunity offered to TDS and     
Sonera to purchase up to an aggregate of $650 million of equity of Aerial and   
Aerial Operating Company at an equivalent price of $22.00 per share of Aerial   
common stock, as compared to the implied transaction price of $25.08 based on   
the exchange ratio and the closing market price of VoiceStream common stock on  
September 16, 1999 of $55.13. In that connection, the Aerial special committee  
took into account the following additional factors:                             

   - its understanding that TDS desired to purchase, through the replacement
    of a portion of Aerial Operating Company's outstanding indebtedness to
    TDS, additional shares of Aerial common stock prior to consummation of
the Aerial reorganization, one effect of which would be to defer  
 imposition of tax on income equal to the amount of TDS's additional
   investment in Aerial common stock until TDS disposed of shares of the
combined company;                                                 

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- the fact that the Aerial reorganization is structured as a tax-free 
   exchange for all shareholders except those who elect to receive cash;

 - its understanding that Sonera was interested in increasing its equity
 interest in the combined company, including through the purchase of
     Aerial and Aerial Operating Company common stock, and that in the event
      TDS replaced debt with equity, Sonera would have certain purchase rights
     to acquire, directly and indirectly, common equity in Aerial and Aerial
  Operating Company based on the average market price of Aerial common
    stock over two different periods subsequent to execution of the Aerial
reorganization agreement;                                         

     - the importance VoiceStream placed on knowing the maximum number of shares
    it would be required to issue in the transaction and the insistence of
       VoiceStream on pricing the $420 million TDS debt replacement and the $230
      million Sonera investment based on a fixed dollar amount rather than the
value of the exchange ratio on a specified date;                  

- the fact that had the $420 million TDS debt replacement and the $230
 million Sonera investment been structured based on the value of the
      exchange ratio implied by the closing market price of VoiceStream common
       stock on September 16, 1999, instead of $22.00 per share, together with a
 corresponding increase in the exchange ratio for the benefit of all
       Aerial stockholders so as to maintain as constant the aggregate number of
      shares to be issued by VoiceStream pursuant to the Aerial reorganization
and the related transactions, including the $420 million TDS debt 
     replacement and the $230 million Sonera investment, the increase in the
  implied value of the exchange ratio per share of Aerial common stock
    would have been $0.82 based on the closing price of VoiceStream common
       stock on September 16, 1999, or $0.46 and $(0.44) based on the respective
   10-day and 30-day closing market price averages of VoiceStream common
stock through that date;                                          

   - the importance VoiceStream placed on settling of all of Sonera's claims
     against Aerial prior to the effectiveness of the Aerial reorganization,
   including Sonera's acceptance of the cancellation of a portion of its
shares of Aerial Operating Company pursuant to the Sonera purchase
  agreement, and VoiceStream's view that the $22.00 price would induce
Sonera to settle those claims;                                    

 - the importance VoiceStream placed on the deleveraging effect that the
      $420 million TDS debt replacement and the $230 million Sonera investment
 would have on the combined company, and VoiceStream's view that the
  $22.00 price would induce Sonera to make an additional investment in
Aerial;                                                           

     - its understanding that, in view of, among other things, the cash election
 protection afforded to the public shareholders, TDS's commitment to
effect the $420 million TDS debt replacement irrespective of the  
consummation of the Aerial reorganization at a price in excess of 
     Aerial's historic and then current market prices, and TDS's willingness
       to indemnify VoiceStream and VoiceStream Holdings if Sonera did not agree
     to settle its claims, TDS was not prepared to pay a higher price in the
      $420 million TDS debt replacement than the price VoiceStream proposed to
offer to Sonera in the $230 million Sonera investment, assuming a 
corresponding increase in the exchange ratio;                     

  - the agreement by TDS to indemnify VoiceStream and VoiceStream Holdings
  against all claims Sonera might assert against Aerial, including the
       effect of the share cancellation provision in the purchase agreement with
Sonera, should Sonera not agree to settle those claims;           

- the Aerial cash election option which provides $18.00 cash floor    
       protection to the Aerial public stockholders for each of their shares and
is not available to TDS or Sonera;                                

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  - the fact that VoiceStream insisted on, and TDS agreed to, an effective
lock-up of the Aerial stockholder vote, which made downside price 
protection particularly important;                                

- the view of Donaldson, Lufkin & Jenrette of the value of the cash   
     election protection feature and the option valuation analysis presented
by Wasserstein Perella which, depending on the length of time to  
consummation of the Aerial reorganization and various volatility  
 assumptions, indicated theoretical valuations for the cash election
protection feature; and                                           

    - the fact that the $420 million TDS debt replacement and the $230 million
  Sonera investment is not conditioned upon consummation of the Aerial
reorganization and, in the event the Aerial reorganization is not 
 consummated, would meaningfully assist Aerial in meeting its future
financing requirements.                                           

While the Aerial special committee considered the pricing of the $420 
million TDS debt replacement and the $230 million Sonera investment at $22.00   
per share, instead of at the implied transaction price, together with a         
corresponding increase in the exchange ratio, a negative factor, after          
considering all relevant factors, the special committee determined to recommend 
approval of the Aerial reorganization.                                          

AERIAL SPECIAL COMMITTEE FAIRNESS OPINION                                       

  Wasserstein Perella has acted as financial advisor to the Aerial special
committee in connection with the Aerial reorganization. On September 17, 1999,  
Wasserstein Perella delivered its oral opinion to the Aerial special committee  
that, as of such date, and based upon and subject to the assumptions and        
limitations set forth in the opinion, the merger consideration provided by the  
Aerial reorganization agreement is fair from a financial point of view to       
Aerial's public stockholders. Wasserstein Perella confirmed its oral opinion by 
delivery to the Aerial special committee of a written opinion dated September   
17, 1999.                                                                       

THE FULL TEXT OF THE WRITTEN OPINION OF WASSERSTEIN PERELLA, DATED    
SEPTEMBER 17, 1999, IS ATTACHED AS ANNEX G TO THIS JOINT PROXY                  
STATEMENT-PROSPECTUS. THE FOLLOWING IS A SUMMARY OF THE WRITTEN OPINION OF      
WASSERSTEIN PERELLA. HOLDERS OF AERIAL'S COMMON STOCK ARE URGED TO, AND SHOULD, 
READ THIS OPINION IN ITS ENTIRETY. WASSERSTEIN PERELLA'S OPINION WAS DELIVERED  
FOR THE INFORMATION OF THE AERIAL SPECIAL COMMITTEE AND DOES NOT CONSTITUTE A   
RECOMMENDATION AS TO HOW ANY HOLDER OF AERIAL'S COMMON STOCK SHOULD VOTE WITH   
RESPECT TO THE AERIAL REORGANIZATION OR WHETHER ANY HOLDER OF AERIAL'S COMMON   
STOCK SHOULD ELECT TO RECEIVE CASH IN LIEU OF SHARES OF VOICESTREAM COMMON STOCK
BASED ON THE EXCHANGE RATIO.                                                    

 In connection with rendering its opinion, Wasserstein Perella reviewed:

- the Aerial reorganization agreement;                                

- the Aerial stockholder voting agreement;                            

- the TDS debt replacement agreement;                                 

- the VoiceStream stockholder voting agreement;                       

- the Sonera indemnity agreement;                                     

- a draft of the TDS investor agreement;                              

- a draft of the TDS registration rights agreement;                   

- the exhibits to each of the agreements listed above;                

     - publicly available business and financial information relating to Aerial,
 VoiceStream and Omnipoint for recent years and interim periods; and

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- internal financial and operating information of Aerial, including   
       financial forecasts, analyses and projections prepared by or on behalf of
Aerial.                                                           

  Wasserstein Perella also discussed with the Aerial special committee and
the managements of Aerial and VoiceStream this information and the business,    
operations, assets, financial condition and future prospects of both companies. 
In addition, Wasserstein Perella reviewed financial and stock market data       
relating to Aerial, VoiceStream and Omnipoint and compared that data to similar 
data for other publicly traded companies. Wasserstein Perella also reviewed and 
considered the financial terms of recent acquisitions and business combination  
transactions that it believed to be reasonably comparable to the Aerial         
reorganization or otherwise relevant. Wasserstein Perella also performed other  
financial studies, analyses and investigations and reviewed other information it
considered appropriate for purposes of its opinion.                             

In its review and analysis and in the formulation of its opinion,     
Wasserstein Perella assumed and relied on the accuracy and completeness of all  
the financial and other information provided to or discussed with it or publicly
available without assuming any responsibility for independent verification of   
any of this information. Wasserstein Perella also assumed and relied on the     
reasonableness and accuracy of the financial projections, forecasts and analyses
provided to it and assumed that these projections, forecasts and analyses were  
reasonably prepared in good faith and on bases reflecting the best currently    
available judgments and estimates of Aerial's management with respect to the    
projections prepared by Aerial. VoiceStream did not provide forecasts or        
projections of expected future performance to Wasserstein Perella, and          
Wasserstein Perella's review of VoiceStream's expected future performance was   
limited to discussions with VoiceStream's management of research analysts'      
projections of VoiceStream's future performance both on a stand-alone basis and 
pro forma for the Omnipoint reorganization. Wasserstein Perella assumed that    
these research analyst projections, as qualified by the comments of VoiceStream 
management, had been prepared on a basis that did not materially differ from the
view of management of VoiceStream as to the future operating and financial      
performance of VoiceStream. Wasserstein Perella did not express any opinion with
respect to these projections, forecasts and analyses or the assumptions upon    
which they were based. Wasserstein Perella did not review any of the books and  
records of Aerial or VoiceStream or conduct or assume any responsibility for    
conducting a physical inspection of the properties or facilities of Aerial or   
VoiceStream, or for making or obtaining an independent valuation or appraisal of
the assets or liabilities of Aerial or VoiceStream, and no independent valuation
or appraisal was provided to it. Wasserstein Perella assumed that the Aerial    
reorganization will qualify as a tax free reorganization for United States      
federal tax purposes and that obtaining all necessary regulatory and other      
approvals and third-party consents required for consummation of the merger will 
not have an adverse impact on Aerial or VoiceStream or on the anticipated       
benefits of the Aerial reorganization. Wasserstein Perella also took into       
account VoiceStream's view as to the possible tax consequences of the           
transactions contemplated by the Aerial reorganization agreement. Wasserstein   
Perella did not assume that there would be no potential adverse tax consequences
which might result from the transactions contemplated by the Aerial             
reorganization agreement. Rather Wasserstein Perella took into account the      
possibility that there could be adverse tax consequences implicating the tax    
indemnification obligations of VoiceStream to Western Wireless and determined   
that the possibility of any such consequences would not affect its conclusion as
to the fairness of the merger consideration. Wasserstein Perella also assumed   
that the transactions described in the Aerial reorganization agreement will be  
consummated without waiver or modification of any of the material terms or      
conditions of the Aerial reorganization agreement and that the final terms of   
those documents reviewed by Wasserstein Perella in draft form will not differ in
any material respect from the drafts provided to it. Wasserstein Perella's      
opinion was necessarily based on economic and market conditions and other       
circumstances as they existed and could be evaluated on September 17, 1999.     
Wasserstein Perella did not express any opinion as to the prices at which any   
securities of Aerial, VoiceStream or                                            

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VoiceStream Holdings will actually trade at any time. Wasserstein Perella's     
opinion was directed only to the fairness from a financial point of view to the 
holders of common stock of Aerial other than TDS and Sonera of the merger       
consideration provided for by the Aerial reorganization agreement. Wasserstein  
Perella's opinion did not address Aerial's underlying business decision to      
effect the transactions contemplated by the Aerial reorganization agreement.    

    The following is a summary of the material financial analyses presented by
Wasserstein Perella to the Aerial special committee in connection with its      
opinion. Some of the summaries of the financial analyses include information    
presented in tabular format. The tables must be read together with the          
accompanying text.                                                              

SUMMARY OF FINANCIAL ANALYSES                                                   

STOCK PRICE RATIO ANALYSIS                                            

  Wasserstein Perella calculated the ratios of the closing market price of
Aerial common stock to the closing market price of VoiceStream common stock for 
each day in the period from May 3, 1999, the date on which VoiceStream became a 
public company, through September 16, 1999, the last trading day prior to the   
date of the Aerial reorganization agreement. Wasserstein Perella also compared  
the mean market ratio during this period of 0.37 and the current market ratio on
September 16, 1999 of 0.35 to the exchange ratio of 0.455 provided for by the   
Aerial reorganization agreement. This analysis indicated that the proposed      
exchange ratio for the Aerial reorganization was in excess of the mean market   
ratio during the period and the current market ratio as well as in excess of the
market ratio on all but five trading days during the period and, therefore, that
the per share value of Aerial common stock relative to the per share value of   
VoiceStream common stock implied by the proposed exchange ratio was in excess of
the relative value implied by the mean trading prices of Aerial common stock and
VoiceStream common stock during the period, and the relative value implied by   
the current market prices of Aerial common stock and VoiceStream common stock,  
as well as the then relative value implied by the market prices of Aerial common
stock and VoiceStream common stock on all but five trading days during the      
period.                                                                         

PURCHASE PRICE PREMIUM ANALYSIS                                       

  Wasserstein Perella reviewed trading prices of Aerial's common stock for
various dates and compared these trading prices to both the $18.00 per share    
Aerial cash election price available to Aerial's public stockholders and the    
$25.08 transaction price implied by the exchange ratio of 0.455 shares of       
VoiceStream common stock per share of Aerial common stock and the closing price 
per share of VoiceStream common stock on September 16, 1999 of $55.13. The      
following table presents the results of this analysis and shows the premiums and
discounts represented by the                                                    

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$18.00 cash election price and the $25.08 implied transaction price to the      
trading price of Aerial common stock on the dates shown:                        

                                                        [Enlarge/Download Table]

                                                    PREMIUM/(DISCOUNT) OF   PREMIUM OF $25.08 
                                                     $18.00 AERIAL CASH    IMPLIED TRANSACTION
                                                      ELECTION PRICE TO        PRICE OVER     
                DATE                 TRADING PRICE      TRADING PRICE         TRADING PRICE   
                ----                 -------------  ---------------------  -------------------
                                                                                              
September 16, 1999 -- one day prior                                                           
  to the Aerial reorganization                                                                
  agreement.........................    $19.13               (5.9)%                31.1%      
August 31, 1999 -- 10 trading days                                                            
prior to the Aerial reorganization                                                            
agreement...........................     15.75               14.3                  59.3       
1 day prior to Omnipoint                                                                      
  reorganization                                                                              
  announcement -- 6/22/99...........      9.88               82.3                 154.0       
52-week high -- 9/2/99..............     19.13               (5.9)                 31.1       
52-week low -- 10/8/98..............      2.25              700.0                1014.8       

    Wasserstein Perella selected the dates shown above to illustrate the stock
market performance of Aerial common stock on various dates and during the period
prior to the date of the Aerial reorganization agreement. This analysis         
indicated that the implied transaction price on September 16, 1999 of $25.08 was
significantly greater than the trading price of Aerial common stock throughout  
the prior 52-week period and that the $18.00 cash election price also was       
significantly greater than the trading price of Aerial common stock on a number 
of days during the same period.                                                 

ANALYSIS OF CONTRIBUTION AND VALUE DISTRIBUTION                       

Wasserstein Perella analyzed the relative contributions of Aerial and 
VoiceStream -- both with and without taking account of the pending Omnipoint    
reorganization -- to the combined company utilizing various historical and      
projected financial and operating information and compared these relative       
contributions to the total enterprise values of Aerial and VoiceStream implied  
by the exchange ratio and by the closing market price of VoiceStream common     
stock on September 16, 1999 relative to the total enterprise value of the       
combined company.                                                               

  Wasserstein Perella noted that the total enterprise values of Aerial and
VoiceStream on this basis were 32.5% and 67.5%, respectively, of the total      
enterprise value of the combined company without taking account of the pending  
Omnipoint reorganization. Wasserstein Perella also noted that the total         
enterprise values on this basis of Aerial and VoiceStream/Omnipoint on a        
combined basis were 19.8% and 80.2%, respectively, of the total enterprise value
of the combined company.                                                        

   Wasserstein Perella based its contribution analyses on research analysts'
estimates, as qualified by the comments of VoiceStream management, with respect 
to VoiceStream, research analysts' estimates with respect to Omnipoint, and with
respect to Aerial, two sets of projections: the Aerial management case and the  
Aerial sensitivity case. The Aerial management case was based on projections    
provided to Wasserstein Perella by the management of Aerial. The Aerial         
sensitivity case was based on discussions between and among Wasserstein Perella 
and Aerial's management and the Aerial special committee. The Aerial sensitivity
case reflects, among other things, lower revenues than projected by Aerial's    
management due to a lower number of gross subscriber additions and a higher     
percentage of Aerial subscribers that disconnect their service during a period. 

     As used throughout this summary, "POPs" are the estimated number of persons
within the coverage area of a license granted by the FCC or similar authorities 
in other jurisdictions. "Covered POPs" are the estimated number of POPs within  
the license area served by a company's operating network. "Subscribers"         
represent the number of persons who subscribe to the Company's services.        
"Service revenues" are gross revenues from the sale of wireless services and    
exclude revenues from                                                           

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the sale of equipment. "Enterprise value" for a company, unless otherwise noted,
is the sum of the market capitalization for that company and its total debt,    
preferred stock and minority interest, less cash and cash equivalents. Items of 
financial and operating data for a company that are presented as being          
"proportionate" include, for entities which are less than wholly owned by the   
company, a proportion of the entity's financial and operating data equal to the 
company's ownership interest in the entity.                                     

 Wasserstein Perella's comparison of the relative shares of the combined
entity's enterprise value to the relative contributions to the combined entity  
of the historical and projected operating and financial items indicated below,  
without taking account of the pending Omnipoint reorganization, is summarized as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                       AERIAL MANAGEMENT CASE   AERIAL SENSITIVITY CASE
                                       -----------------------  -----------------------
                                       AERIAL      VOICESTREAM  AERIAL      VOICESTREAM
                                       ------      -----------  ------      -----------
                                                                                       
Total enterprise value................  32.5%         67.5%      32.5%         67.5%   
1999E proportionate POPs..............  25.8          74.2       25.8          74.2    
1999E proportionate covered POPs......  52.5          47.5       52.5          47.5    
2000E proportionate covered POPs......  40.6          59.4       40.6          59.4    
2001E proportionate covered POPs......  33.8          66.2       33.8          66.2    
6/30/99 proportionate subscribers.....  38.5          61.5       38.5          61.5    
1999E proportionate subscribers.......  38.4          61.6       35.1          64.9    
2000E proportionate subscribers.......  36.4          63.6       32.1          67.9    
2001E proportionate subscribers.......  34.8          65.2       30.6          69.4    
1999E proportionate service                                                            
  revenues............................  37.3          62.7       37.0          63.0    
2000E proportionate service                                                            
  revenues............................  35.1          64.9       31.4          68.6    
2001E proportionate service                                                            
  revenues............................  33.8          66.2       29.8          70.2    

 Wasserstein Perella's comparison of the relative shares of the combined
entity's enterprise value to the relative contributions to the combined entity  
of the historical and projected operating and financial items indicated below,  
taking account of the pending Omnipoint reorganization, is summarized as        
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                          AERIAL                 AERIAL        
                                                      MANAGEMENT CASE       SENSITIVITY CASE   
                                                   ---------------------  ---------------------
                                                            VOICESTREAM/           VOICESTREAM/
                                                             OMNIPOINT              OMNIPOINT  
                                                   AERIAL     COMBINED    AERIAL     COMBINED  
                                                   ------   ------------  ------   ------------
                                                                                               
Total enterprise value............................  19.8%       80.2%      19.8%       80.2%   
1999E proportionate POPs..........................  13.8        86.2       13.8        86.2    
1999E proportionate covered POPs..................  22.9        77.1       22.9        77.1    
2000E proportionate covered POPs..................  19.0        81.0       19.0        81.0    
2001E proportionate covered POPs..................  16.2        83.8       16.2        83.8    
6/30/99 proportionate subscribers.................  25.1        74.9       25.1        74.9    
1999E proportionate subscribers...................  21.6        78.4       19.2        80.8    
2000E proportionate subscribers...................  17.9        82.1       15.3        84.7    
2001E proportionate subscribers...................  18.4        81.6       15.7        84.3    
1999E proportionate service revenues..............  28.2        71.8       27.9        72.1    
2000E proportionate service revenues..............  22.4        77.6       19.6        80.4    
2001E proportionate service revenues..............  20.1        79.9       17.2        82.8    

This analysis indicated that whether Aerial's share of the combined   
entity's enterprise value implied by the exchange ratio and by the closing      
market price of VoiceStream common stock on September 16, 1999 was more than or 
less than Aerial's relative contribution to the combined entity's               

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operating and financial items depends on the assumptions used -- including      
assumptions regarding whether the Omnipoint transaction closes and assumptions  
regarding the future performance of Aerial, VoiceStream and Omnipoint -- and on 
the operating and financial items selected. In particular, this analysis        
indicated that Aerial's relative contribution of proportionate POPs to the      
combined entity was less than Aerial's relative share of the combined entity's  
enterprise value. This analysis also indicated that for each of the other       
operating and financial items selected -- proportionate covered POPs,           
proportionate subscribers, and proportionate service revenues -- Aerial's       
relative contribution to the combined entity, based on operating and financial  
items at June 30, 1999 or projected by the Aerial management case for the year  
ending December 31, 1999 was more than Aerial's relative share of the combined  
entity's enterprise value; but that for each of these operating and financial   
items, Aerial's projected relative contribution at or for the period ending     
December 31, 2001 was less than its relative contribution at June 30, 1999 or   
for the period ending December 31, 1999; and in many instances (all instances   
under the Aerial sensitivity case) these projected relative contributions were  
less than Aerial's relative share of the combined entity's enterprise value.    

ANALYSIS OF VALUATION MULTIPLES                                       

   Wasserstein Perella calculated the total enterprise value of Aerial based
on both the $25.08 implied value at September 16, 1999 of the VoiceStream common
stock to be received by Aerial stockholders and the $18.00 per share Aerial cash
election price and then calculated the multiple of each of these enterprise     
values to the items of financial and operating data for Aerial set forth in the 
table below using projected revenue and EBITDA information from the Aerial      
management case. EBITDA as used throughout this summary represents operating    
income (loss) plus depreciation and amortization. Each of the multiples         
calculated by Wasserstein Perella were believed by Wasserstein Perella to be    
relevant to understanding the valuation of a wireless communications company.   
Wasserstein Perella also calculated multiples with respect to the same items of 
financial and operating data for Omnipoint using an enterprise value of         
Omnipoint implied by the exchange ratio provided in the Omnipoint reorganization
agreement and the stock price of VoiceStream immediately prior to announcement  
of the Omnipoint reorganization and an enterprise value of Omnipoint using      
trading multiples of Omnipoint at September 16, 1999 and, in each case, based on
financial and operating information of Omnipoint derived from research analysts'
estimates and other publicly available information with respect to its financial
and operating performance. Wasserstein Perella also calculated multiples of     
enterprise value with respect to the same items of financial and operating data 
for four publicly traded companies in the wireless communications industry      
discussed below based on those companies' market prices at September 16, 1999   
and research analysts' estimates and other publicly available information with  
respect to their financial and operating performance. These Aerial selected     
companies, consisting of Omnipoint, Powertel, Clearnet and Microcell were chosen
by Wasserstein Perella because they are publicly traded companies with          
operations that for purposes of analysis may be considered similar to those of  
Aerial. Wasserstein Perella compared the low and high multiples of these Aerial 
selected companies and the valuation multiples for the Omnipoint                

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reorganization and for Omnipoint to valuation multiples for the Aerial          
reorganization. This comparison is set forth in the following table:            

                                                        [Enlarge/Download Table]

                                                             MULTIPLES BASED ON                                  
                           --------------------------------------------------------------------------------------
                                                                            IMPLIED       AERIAL        AERIAL   
                                                                           OMNIPOINT     SELECTED      SELECTED  
                                                                           ENTERPRISE    COMPANIES     COMPANIES 
                                                                             VALUE      ENTERPRISE    ENTERPRISE 
                           IMPLIED AERIAL                    IMPLIED         BASED         VALUE         VALUE   
                             ENTERPRISE       IMPLIED       OMNIPOINT          ON          BASED         BASED   
                              VALUE AT      AERIAL CASH   REORGANIZATION   OMNIPOINT    ON TRADING    ON TRADING 
                              EXCHANGE       ELECTION       ENTERPRISE      TRADING        PRICE         PRICE   
                              RATIO ON      ENTERPRISE       VALUE AT        PRICE      - 9/16/99 -   - 9/16/99 -
                              9/16/99          VALUE       ANNOUNCEMENT    - 9/16/99        LOW          HIGH    
                           --------------   -----------   --------------   ----------   -----------   -----------
                                                                                                                 
Proportionate POPs........    $  107.1       $   85.4        $   46.5      $    65.3     $   43.3      $   111.1 
Covered proportionate                                                                                            
  POPs....................       133.9          106.7            78.6          110.3         83.8          147.4 
Proportionate                                                                                                    
  subscribers - 6/30/99...     8,673.1        6,914.7         7,340.3       10,306.5      3,315.0       10,306.5 
1999E service revenues....        14.1x          11.3x           15.0x          21.0x         8.1x          21.0x
2000E service revenues....         9.3            7.4             8.2           11.6          4.8           11.6 
2002E EBITDA..............        18.1           14.5            21.1           29.6          7.3           29.6 

   This analysis indicated that the valuation multiples for Aerial resulting
from both the implied transaction price based on the exchange ratio at September
16, 1999 of $25.08 and the $18.00 cash election price were within the range of  
trading multiples for the Aerial selected companies for each of the measures    
selected. This analysis also indicated that the valuation multiples for Aerial, 
resulting from the implied transaction price based on the exchange ratio at     
September 16, 1999 of $25.08 were on some measures greater than and on some     
measures less than the valuation multiples for Omnipoint.                       

VALUATION OF AERIAL                                                   

Wasserstein Perella analyzed the value of Aerial utilizing a number of
different valuation methodologies as set forth below. In each case, Wasserstein 
Perella performed the valuation analysis in order to compare the value of Aerial
implied by the transaction to the value of Aerial derived through the analysis. 

Comparable Trading Analysis                                           

Wasserstein Perella calculated a range of implied values per share for
Aerial by applying a range of trading multiples at September 16, 1999 of        
historical and projected financial and operating data for the Aerial selected   
companies discussed above, derived from research analysts' estimates and other  
publicly available information, and adjusted by Wasserstein Perella for the     
purposes of this analysis, to operating and financial data for Aerial derived   
from the Aerial management case. The low and the                                

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high of the range of implied values per share of Aerial common stock based on   
the adjusted multiples of the items of financial and operating data shown below 
are as follows:                                                                 

                                                                [Download Table]

                                                               RANGE OF IMPLIED 
                                                               VALUE PER AERIAL 
                                                                SHARE BASED ON  
                                                               AERIAL SELECTED  
                                                              COMPANIES ADJUSTED
                                                                  MULTIPLES     
                                                              ------------------
                                                                LOW       HIGH  
                                                              -------    -------
                                                                                
Proportionate POPs..........................................  $ 7.98     $17.83 
Covered proportionate POPs..................................   16.19      24.07 
Proportionate subscribers -- 6/30/99........................   10.19      22.35 
2000E service revenues......................................   12.60      23.94 
2002E EBITDA................................................   13.19      24.83 

 This analysis indicated that the implied transaction price based on the
exchange ratio at September 16, 1999 of $25.08 was above the range of implied   
values per share for Aerial based on the Aerial selected companies adjusted     
multiples for each of the measures selected, and the $18.00 cash election price 
was within or above the range of implied values for Aerial based on Aerial      
selected companies adjusted multiples for each of the measures selected.        

Original Sonera Investment                                            

     In its valuation analysis of Aerial, Wasserstein Perella noted the original
effective per share price of $12.33 at which Sonera invested in Aerial in       
September 1998 as well as the increased effective per share price of $16.68     
resulting from cancellation of shares under the Sonera purchase agreement due to
the increase in Aerial's public market price over pre-negotiated levels.        
Wasserstein Perella noted that both the implied transaction price of $25.08 per 
share and the cash election price of $18.00 per share were in excess of both of 
these prices.                                                                   

VoiceStream/Omnipoint Transaction Analysis                            

     Wasserstein Perella also analyzed the proposed Omnipoint reorganization and
calculated the implied value per share for Aerial based on applying the         
valuation multiples of proportionate POPs, covered proportionate POPs and       
proportionate subscribers for Omnipoint implied by the exchange ratio provided  
in the Omnipoint reorganization agreement and the stock price of VoiceStream    
immediately prior to announcement of the Omnipoint reorganization and implied by
the trading multiples of Omnipoint at September 16, 1999. This analysis         
indicated an implied value per Aerial share based on multiples of proportionate 
POPs, covered proportionate POPs and proportionate subscribers of:              

                                                        [Enlarge/Download Table]

                                                     IMPLIED VALUE PER AERIAL SHARE BASED ON   
                                                                  MULTIPLES OF                 
                                                  ---------------------------------------------
                                                  OMNIPOINT REORGANIZATION                     
                                                   VALUE AT ANNOUNCEMENT      OMNIPOINT TRADING
                                                          6/23/99             VALUE -- 9/16/99 
                                                  ------------------------    -----------------
                                                                                               
Proportionate POPs...............................          $ 5.19                  $11.37      
Covered proportionate POPs.......................           10.57                   18.90      
Proportionate subscribers -- 6/30/99.............           19.68                   31.70      

 This analysis indicated that the implied transaction price based on the
exchange ratio at September 16, 1999 of $25.08 was above or within the range of 
implied per share values for Aerial                                             

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based on the Omnipoint valuation multiples at announcement of the Omnipoint     
reorganization and the current Omnipoint trading multiples for each selected    
measure and that the $18.00 cash election price was on one measure above, on one
measure within and on one measure below the range of implied per share values   
for Aerial based on the Omnipoint valuation multiples at announcement of the    
Omnipoint reorganization and the current Omnipoint trading multiples.           

Discounted Cash Flow Analysis                                         

 Wasserstein Perella performed a discounted cash flow analysis on Aerial
under each of the Aerial management case and the Aerial sensitivity case.       
Wasserstein Perella calculated a net present value of free cash flows of Aerial 
for the second half of 1999 through the end of 2008 using discount rates ranging
from 13% to 15%. Wasserstein Perella also calculated present values of implied  
terminal values in the year 2008 based on multiples ranging from 10x EBITDA to  
12x EBITDA and the same range of discount rates. Based on these calculations,   
Wasserstein Perella derived implied values per share of Aerial common stock. The
results of this analysis are as follows:                                        

                                                        [Enlarge/Download Table]

                                                             IMPLIED VALUE PER AERIAL 
                                                                  SHARE BASED ON      
                                                               DISCOUNTED CASH FLOW   
                                                                     ANALYSIS         
                                                             -------------------------
                                                               LOW              HIGH  
                                                             --------         --------
                                                                                      
Management case.............................................  $17.65           $28.00 
Sensitivity case............................................   11.40            19.94 

 This analysis indicated that the implied transaction price based on the
exchange ratio at September 16, 1999 of $25.08 and the $18.00 cash election     
price were within the range of implied values for Aerial based on the management
case and within or above the range of implied values for Aerial based on the    
sensitivity case.                                                               

VALUATION OF VOICESTREAM                                              

     Wasserstein Perella analyzed the value of VoiceStream utilizing a number of
different valuation methodologies as set forth below. In each case, Wasserstein 
Perella performed the valuation analysis in order to compare the market value of
VoiceStream common stock to the per share value of VoiceStream derived through  
the analysis and to determine whether the VoiceStream common stock to be        
received by Aerial stockholders who do not elect to receive cash in the Aerial  
reorganization was fairly valued at its then current market price.              

Comparable Trading Analysis                                           

Wasserstein Perella calculated a range of implied values per share for
VoiceStream and VoiceStream/Omnipoint on a combined pro forma basis by applying 
a range of trading multiples at September 16, 1999 of historical and projected  
financial and operating data for two publicly traded companies in the wireless  
communications industry discussed below, based on those companies' market prices
at September 16, 1999 and research analysts' estimates and other publicly       
available information with respect to their financial and operating performance,
and adjusted by Wasserstein Perella for purposes of this analysis, to operating 
and financial data for VoiceStream and VoiceStream/Omnipoint. The VoiceStream   
selected companies used for this analysis, consisting of Sprint PCS and Nextel, 
were chosen by Wasserstein Perella because they are publicly traded companies   
with operations that for purposes of analysis may be considered similar to those
of VoiceStream and VoiceStream/Omnipoint on a combined basis. The VoiceStream   
and VoiceStream/Omnipoint operating and financial data were based on research   
analysts' estimates of VoiceStream and Omnipoint, as qualified in the case of   
VoiceStream by comments of VoiceStream                                          

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management. The low and the high of the range of implied values per share based 
on the adjusted multiples of the items of financial and operating data shown    
below are as follows:                                                           

                                                                [Download Table]

                                                             RANGE OF IMPLIED VALUE
                                                               PER SHARE BASED ON  
                                                              VOICESTREAM SELECTED 
                                                               COMPANIES ADJUSTED  
                                                                   MULTIPLES:      
                                                                  VOICESTREAM      
                                                                 -- STAND-ALONE    
                                                             ----------------------
                                                              LOW            HIGH  
                                                             ------         -------
                                                                                   
Proportionate POPs.......................................... $50.93         $103.31
Covered proportionate POPs..................................  26.40           41.79
Proportionate subscribers -- 6/30/99........................  40.55           51.67
2000E service revenues......................................  35.39           50.35
2002E EBITDA................................................  19.13           47.75

                                                                [Download Table]

                                                             RANGE OF IMPLIED VALUE
                                                               PER SHARE BASED ON  
                                                              VOICESTREAM SELECTED 
                                                               COMPANIES ADJUSTED  
                                                                   MULTIPLES:      
                                                             VOICESTREAM/OMNIPOINT 
                                                                  -- COMBINED      
                                                             ----------------------
                                                              LOW            HIGH  
                                                              ---            ----  
                                                                                   
Proportionate POPs.......................................... $55.79         $124.99
Covered proportionate POPs..................................  57.28           92.14
Proportionate subscribers -- 6/30/99........................  39.16           53.21
2000E service revenues......................................  27.57           44.78
2002E EBITDA................................................  12.40           48.86

   This analysis indicated that, based on the VoiceStream selected companies
adjusted multiples for VoiceStream on a stand-alone basis, the $55.13 closing   
market price of VoiceStream common stock on September 16, 1999 was at the low   
end of the range of implied values of VoiceStream based on the proportionate    
POPs multiple but higher than the range of implied values of VoiceStream based  
on the other multiples of financial and operating data shown above. This        
analysis also indicated that, based on the VoiceStream selected companies       
adjusted multiples for VoiceStream/Omnipoint on a combined basis, the $55.13    
closing market price of VoiceStream common stock on September 16, 1999 was lower
than the range of implied values of VoiceStream based on proportionate POPs and 
covered proportionate POPs multiples but higher than the range of implied values
of VoiceStream based on the other multiples of financial and operating data     
shown above.                                                                    

Discounted Cash Flow Analysis                                         

Wasserstein Perella performed a discounted cash flow analysis on      
VoiceStream as a stand-alone company and on the basis of the proposed Omnipoint 
reorganization. The analysis was based on research analysts' estimates of       
VoiceStream and Omnipoint, as qualified in the case of VoiceStream by comments  
of VoiceStream management. Wasserstein Perella calculated a net present value of
free cash flows of VoiceStream for the second half of 1999 through the end of   
2007 using discount rates ranging from 13% to 15%. Wasserstein Perella also     
calculated present values of implied terminal values for the year 2007 based on 
multiples ranging from 10x EBITDA to 12x EBITDA and the                         

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same range of discount rates. Based on these calculations, Wasserstein Perella  
derived implied values per share of VoiceStream common stock. The results of    
this analysis are as follows:                                                   

                                                                [Download Table]

                                                               IMPLIED VALUE PER  
                                                               VOICESTREAM SHARE  
                                                              BASED ON DISCOUNTED 
                                                              CASH FLOW ANALYSIS  
                                                             ---------------------
                                                              LOW            HIGH 
                                                              ---            ---- 
                                                                                  
VoiceStream -- stand-alone.................................. $26.85         $39.85
VoiceStream/Omnipoint.......................................  42.06          60.98

     This analysis indicated that the $55.13 closing market price of VoiceStream
common stock on September 16, 1999 was higher than the range of implied per     
share values for VoiceStream on a stand-alone basis but within the range of     
implied per share values for VoiceStream/Omnipoint on a combined basis.         

ANALYSIS OF VARIOUS TERMS OF THE AERIAL REORGANIZATION AGREEMENT      

     Wasserstein Perella performed a number of different analyses to compare the
value of the Aerial cash election option to Aerial's public stockholders, the   
collar protection in the Aerial reorganization agreement to all Aerial          
stockholders, the $420 million TDS debt replacement price to TDS and the $230   
million Sonera investment price to Sonera.                                      

ANALYSIS OF $420 MILLION TDS DEBT REPLACEMENT, $230 MILLION SONERA      
INVESTMENT, AERIAL CASH ELECTION AND COLLAR                             

Under the proposed terms of the TDS $420 million debt replacement     
transaction and the $230 million Sonera investment, an additional 29.55 million 
shares of Aerial common stock are to be issued to TDS and Sonera at $22.00 per  
share. In order to determine the potential impact on the value to be received by
Aerial common stockholders of a change in the price at which Aerial common stock
was to be issued to TDS and Sonera in the $420 million TDS debt replacement and 
the $230 million Sonera investment, Wasserstein Perella performed the following 
analysis. Wasserstein Perella calculated the potential change in the exchange   
ratio that could have occurred if the $420 million TDS debt replacement and $230
million Sonera investment were effected at $25.08 per share, the implied deal   
price based on the VoiceStream common stock price at September 16, 1999, rather 
than at $22.00, assuming that the exchange ratio was adjusted so that the same  
aggregate number of VoiceStream shares were issued in all cases. Wasserstein    
Perella calculated that these changes could have resulted in an increase in the 
exchange ratio of 0.015. Wasserstein Perella also calculated the potential      
changes in the exchange ratio that could have occurred if the $420 million TDS  
debt replacement and $230 million Sonera investment were effected at $23.66 per 
share or $20.56 per share -- the transaction prices implied by the exchange     
ratio and the average trading price for VoiceStream common stock for each of the
10 and 30 day periods ending on September 16, 1999 -- assuming again that the   
exchange ratio was adjusted so that the                                         

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same aggregate number of VoiceStream shares were issued in all cases. The       
results of this analysis are as follows:                                        

                                                        [Enlarge/Download Table]

                                                           DEAL PRICE BASED ON:                     
                                       -------------------------------------------------------------
                                                               VOICESTREAM           VOICESTREAM    
                                       VOICESTREAM STOCK    10-DAY STOCK PRICE    30-DAY STOCK PRICE
                                       PRICE ON 9/16/99          AVERAGE               AVERAGE      
                                       -----------------    ------------------    ------------------
                                                                                                    
Debt replacement/investment price per                                                               
  share..............................       $25.08               $23.66                $ 20.56      
Aerial shares to be issued at implied                                                               
  deal conversion price -- in                                                                       
  millions...........................        25.92                27.47                  31.61      
Difference in number of Aerial shares                                                               
  to be issued from 29.55 -- in                                                                     
  millions...........................         3.63                 2.08                  (2.07)     
Potential change in exchange ratio to                                                               
  keep total number of shares                                                                       
  fixed..............................         0.015                0.008                (0.008)     
Value per Aerial share of potential                                                                 
  change in exchange ratio...........       $ 0.82               $ 0.46                $ (0.44)     

    Wasserstein Perella also noted that other per share values might have been
selected as the basis for pricing the $420 million TDS debt replacement and the 
$230 million Sonera investment -- including the Aerial closing stock price on   
September 16, 1999 of $19.125 and the average Aerial closing stock price for    
each of the 10 and 30 day periods ending September 16, 1999 of $18.519 and      
$16.008, respectively, were lower than the $22.00 price that was selected.      

     Wasserstein Perella also analyzed and compared the value of the Aerial Cash
Election option available to Aerial public stockholders to the value of the     
downside price protection collar available to all Aerial stockholders.          
Wasserstein Perella calculated a range of values representing the excess of the 
theoretical value of the cash election option over the theoretical value of the 
collar protection using Black Scholes option valuation methodology and          
assumptions with respect to volatility ranging from 55% to 75% assuming the     
Omnipoint reorganization merger closes and 75% to 95% assuming the Omnipoint    
reorganization does not close and assumptions with respect to the length of time
until closing ranging from three to 15 months. Assuming consummation of the     
Omnipoint reorganization, the collar protection is inapplicable and, therefore, 
has no value. As shown in the following table, this analysis indicated that the 
theoretical value of the Aerial cash election option available to the Aerial    
public stockholders was greater than the theoretical value of the downside price
protection collar available to all Aerial stockholders by amounts which varied  
based on the assumptions from $0.289 to $4.466 per share of Aerial common stock.

                                                                [Download Table]

EXCESS OF VALUE PER AERIAL SHARE OF CASH ELECTION PROTECTION OVER COLLAR 
      PROTECTION--ASSUMING CONSUMMATION OF OMNIPOINT REORGANIZATION      
-------------------------------------------------------------------------
                                          RANGE OF VALUE--BASED ON A     
        TIME UNTIL CLOSING              VOLATILITY RANGE OF 55% TO 75%   
        ------------------           ------------------------------------
                                                                         
3 months........................               $ .289 - $ .758           
6 months........................                 .778 -  1.623           
9 months........................                1.214 -  2.321           
12 months.......................                1.592 -  2.901           
15 months.......................                1.921 -  3.392           

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                                                                [Download Table]

EXCESS OF VALUE PER AERIAL SHARE OF CASH ELECTION PROTECTION OVER COLLAR 
   PROTECTION (ASSUMING NON-CONSUMMATION OF OMNIPOINT REORGANIZATION)    
-------------------------------------------------------------------------
                                          RANGE OF VALUE--BASED ON A     
        TIME UNTIL CLOSING              VOLATILITY RANGE OF 75% TO 95%   
        ------------------           ------------------------------------
                                                                         
3 months........................               $ .487 - $ .991           
6 months........................                1.247 -  2.137           
9 months........................                1.909 -  3.060           
12 months.......................                2.477 -  3.822           
15 months.......................                2.969 -  4.466           

 Wasserstein Perella also analyzed and compared the potential benefit or
cost to TDS from the $420 million TDS debt replacement and from the collar      
protection, the potential benefit or cost to Sonera from the $230 million Sonera
investment and the collar protection, and the potential benefit to Aerial public
stockholders of the Aerial cash election option, in various scenarios based on  
assumptions as to the trading price of VoiceStream common stock at closing of   
the merger ranging from $20.00 to $65.00. The per share benefits and costs were 
calculated for TDS and Sonera on a pro forma basis for their acquisitions of    
additional Aerial shares in the $420 million TDS debt replacement and the $230  
million Sonera investment, respectively, and for the Aerial public stockholders 
on the basis of the actual number of Aerial shares owned. A summary of this     
analysis is set forth below:                                                    

                                                        [Enlarge/Download Table]

                                               BENEFIT FROM                                       
                            BENEFIT (COST)     COLLAR/CASH      TOTAL BENEFIT        PER SHARE    
                            FROM INVESTMENT      ELECTION          (COST)          BENEFIT/(COST) 
                           -----------------   ------------   -----------------   ----------------
                                            (IN MILLIONS, EXCEPT PER SHARE DATA)                  
                                                                                                  
TDS....................... $(246.3) - $144.6   $ 70.4 - $0    $(175.9) - $144.6    $(2.25) - $1.85
Sonera.................... $(134.9) - $ 79.2   $ 20.2 - $0    $(114.7) - $ 79.2    $(5.11) - $3.53
Aerial public                                                                                     
  stockholders............               N/A   $114.3 - $0    $ 114.3  - $    0    $ 8.90  - $   0

    The analysis indicated that there were scenarios among those considered in
which the benefits received by the Aerial public stockholders from the Aerial   
cash election option would exceed the benefits received by TDS and Sonera from  
the $420 million TDS debt replacement, the $230 million Sonera investment and   
the collar protection and that there were other scenarios among those considered
in which the opposite would be the case.                                        

The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. Wasserstein 
Perella believes that one must consider its opinion, this summary and its       
analyses as a whole. Selecting portions of this summary and the analyses,       
without considering the analyses as a whole, would create an incomplete view of 
the processes underlying the analyses and the opinion. In arriving at its       
opinion, Wasserstein Perella considered the results of all of the analyses as a 
whole. Wasserstein Perella did not attribute any particular weight to any       
analysis or factor considered by them, nor, except as set forth above, did they 
derive any value from, or draw any conclusion with respect to fairness based on 
any particular analysis. Rather, Wasserstein Perella made their determination as
to fairness on the basis of their experience and professional judgment after    
considering the results of all such analyses. No company or transaction used in 
the above analyses as a comparison is directly comparable to Aerial, VoiceStream
or VoiceStream/Omnipoint on a combined basis or the Aerial reorganization. The  
analyses were prepared solely for the purposes of Wasserstein Perella's         
providing its opinion to the Aerial special committee that as of such date, and 
based upon and subject to the assumptions and limitations set forth in the      
opinion, the merger consideration provided by the Aerial reorganization         
agreement is fair from a financial point of view to Aerial's public             
stockholders. No single factor or                                               

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analysis was determinative of Wasserstein Perella's fairness determination.     
Wasserstein Perella based the analyses on assumptions that it deemed reasonable,
including assumptions concerning general business and economic conditions.      
Analyses based upon forecasts of future results, which are inherently subject to
uncertainty, are not necessarily indicative of actual values or actual future   
results that any of the companies or any combination of the companies might     
achieve, which values or results may be significantly more or less favorable    
than suggested by such analyses. Wasserstein Perella does not assume            
responsibility if future results are materially different from those forecasted.
Moreover, Wasserstein Perella's analyses are not and do not purport to be       
appraisals or otherwise reflective of the prices at which businesses or         
securities actually could be bought or sold.                                    

 Wasserstein Perella is an internationally recognized investment banking
firm and, as a customary part of its investment banking activities, is regularly
engaged in the valuation of businesses and their securities in connection with  
mergers and acquisitions, underwritings, private placements, and valuations for 
corporate and other purposes. The Aerial special committee selected Wasserstein 
Perella because of its expertise and reputation.                                

  In the ordinary course of its business, Wasserstein Perella may actively
trade the debt and equity securities of Aerial and VoiceStream for its own      
account and for the accounts of its customers and, accordingly, may at any time 
hold a long or short position in these securities.                              

FEE ARRANGEMENTS WITH WASSERSTEIN PERELLA                                       

Pursuant to a letter agreement dated February 12, 1999, Aerial engaged
Wasserstein Perella to act as the exclusive financial advisor to the Aerial     
special committee in connection with the then-proposed spin-off transaction and 
other possible transactions. Under the terms of this letter agreement, which was
negotiated by the Aerial special committee and Wasserstein Perella, Aerial      
agreed to pay Wasserstein Perella (1) an initial advisory fee of $1 million, (2)
an additional advisory fee of $1 million, payable in installments of $250,000   
per two-month period until October 31, 1999, and thereafter an additional       
advisory fee of $150,000 per two-month period and (3) an additional financial   
advisory and opinion fee in connection with the rendering of an opinion related 
to the sale of Aerial equal to the greater of (1) $1 million, which amount      
became payable on September 17, 1999 when Wasserstein Perella informed the      
Aerial special committee that it was prepared to render its opinion, and (2) 1% 
of the consideration to be received by Aerial's public stockholders in the      
Aerial reorganization, which amount, to the extent it exceeds $1 million, is    
contingent upon and payable upon consummation of the Aerial reorganization.     
Based on the closing price of $112.69 per share of VoiceStream common stock on  
January 14, 2000 and the exchange ratio, this additional financial advisory and 
opinion fee would equal approximately $7 million. Aerial has also agreed to     
reimburse Wasserstein Perella for its reasonable out-of-pocket expenses,        
including fees and disbursements of its attorneys, and to indemnify Wasserstein 
Perella and related persons against certain liabilities, including certain      
liabilities under the federal securities laws. As of January 14, 2000, the      
aggregate out of pocket expenses of Wasserstein Perella were approximately      
$52,000.                                                                        

AGREEMENTS RELATING TO THE AERIAL REORGANIZATION                                

VOICESTREAM STOCKHOLDERS VOTING AGREEMENT                                       

 Pursuant to a stockholders voting agreement, stockholders who currently
hold approximately 40% of the outstanding shares of VoiceStream common stock    
have agreed to vote for the Aerial reorganization, even if the VoiceStream board
withdraws its support of the Aerial reorganization. See "The Special            
Meetings -- Agreements to Vote in Favor of the Aerial Reorganization."          

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AERIAL STOCKHOLDER VOTING AGREEMENT                                             

TDS, which holds approximately 98% of the total voting power of Aerial
common stock, has entered into a stockholder voting agreement pursuant to which 
it has agreed to vote in favor of the Aerial reorganization even if the Aerial  
board withdraws its support of the Aerial reorganization. See "The Special      
Meetings -- Agreements to Vote in Favor of the Aerial Reorganization."          

TDS INVESTOR AGREEMENT                                                          

  In connection with the execution of the Aerial reorganization agreement,
TDS will enter into an investment agreement with VoiceStream Holdings. With     
certain exceptions, this agreement will provide that, until September 17, 2004, 
the beneficial ownership of VoiceStream Holdings common stock held by TDS and   
its affiliates will not exceed 24.9% of the outstanding shares of VoiceStream   
Holdings common stock; provided, however, that if the Aerial reorganization     
occurs but the transactions contemplated by the Omnipoint reorganization have   
not occurred, such beneficial ownership shall not exceed 28%.                   

Among other things, this agreement will also prohibit TDS and its     
affiliates from, in certain circumstances, participating in a proxy contest,    
tender offer, exchange offer or other transaction relating to a change of       
control of VoiceStream Holdings.                                                

TDS REGISTRATION RIGHTS AGREEMENT                                               

     TDS will receive demand and piggyback registration rights for the shares of
VoiceStream Holdings common stock it receives in the Aerial reorganization      
pursuant to a registration rights agreement. The registration rights agreement  
grants TDS or a holder of the registrable securities who agrees to be bound by  
the terms of the registration rights agreement the following registration       
rights:                                                                         

     - four demand registrations, to occur not more than once every nine months;

- one shelf registration per each holder of 15% or more of VoiceStream
Holdings common shares; and                                       

- unlimited piggy-back registration rights.                           

    The registration rights agreement terminates when there are no registrable
securities outstanding or if holders of such securities are provided with an    
opinion from VoiceStream counsel to the effect that the holders may sell the    
registrable securities without registration under the Securities Act.           

DEBT REPLACEMENT AGREEMENT                                                      

     The debt replacement agreement provides for the replacement of a portion of
the debt owed by Aerial Operating Company to TDS under the TDS revolving credit 
agreement with equity of Aerial, the issuance by Aerial Operating Company of    
additional equity to Aerial, the issuance by each of Aerial and Aerial Operating
Company of additional equity to Sonera, the capitalization of certain           
receivables owed to Aerial Operating Company by its subsidiaries and certain    
modifications to the TDS revolving credit agreement. The settlement agreement   
and release supplements the debt replacement agreement to the extent that it    
specifies the amount of such equity issuances by Aerial and Aerial Operating    
Company and streamlines the process with respect thereto.                       

 Under the debt replacement agreement, as supplemented by the settlement
agreement and release, on November 1, 1999, TDS assigned to Aerial as a         
contribution to capital $420 million of the debt owed by Aerial Operating       
Company to TDS under the TDS revolving credit agreement in exchange for an      
aggregate of 19,090,909 shares of Aerial common stock, at a purchase price of   
$22.00 per share. The shares of Aerial common stock consist of 6,166,758 Aerial 
Common Shares and 12,924,151 Aerial Series A Common Shares. Concurrently with   
such issuance to TDS, Aerial                                                    

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issued 3,409,091 Aerial Common Shares to Sonera in exchange for a cash payment  
by Sonera to Aerial of $75 million, which also represents a per share purchase  
price of $22.00. Concurrently, certain modifications were made to the TDS       
revolving credit agreement.                                                     

     Immediately after the completion of such equity issuances by Aerial, Aerial
assigned to Aerial Operating Company as a contribution to capital the $420      
million of debt received from TDS and the $75 million cash payment received from
Sonera, in exchange for 3,343,642 shares of Aerial Operating Company common     
stock. At the same time as such issuance to Aerial, Aerial Operating Company    
issued to Sonera 1,046,999 shares of Aerial Operating Company common stock in   
exchange for a cash payment by Sonera to Aerial Operating Company of $155       
million. The per share price paid by each of Aerial and Sonera for such shares  
of Aerial Operating Company common stock was $148.04, which represents the      
$22.00 price per Aerial share multiplied by the applicable exchange rate of     
6.72919. These 1,046,999 shares of Aerial Operating Company common stock will be
exchanged immediately prior to the Aerial reorganization for 7,045,455 Aerial   
Common Shares. On January 17, 2000, Aerial Operating Company contributed to its 
subsidiaries, as a contribution to capital, approximately $1.2 billion of the   
receivables owed by such subsidiaries to Aerial Operating Company. Because      
Aerial Operating Company owns, directly or indirectly, 100% of each such        
subsidiary, no additional shares or partnership interests were issued to Aerial 
Operating Company in exchange for such contributions.                           

 The following summarizes the value of VoiceStream Holdings common stock
that TDS and Sonera will receive as a result of these transactions, based on the
closing price of VoiceStream common stock on January 14, 2000 of $112.69 per    
share.                                                                          

                                                        [Enlarge/Download Table]

                                              NUMBER OF                                          
                       NUMBER OF SHARES  EQUIVALENT SHARES OF    IMPLIED VALUE OF                
                        AND EQUIVALENT   VOICESTREAM HOLDINGS  VOICESTREAM HOLDINGS              
                       SHARES OF AERIAL   COMMON STOCK BASED    COMMON STOCK BASED               
                         COMMON SOCK       ON THE EXCHANGE     ON CLOSING PRICE ON               
                           ACQUIRED         RATIO OF 0.455       JANUARY 14, 2000    IMPLIED GAIN
                       ----------------  --------------------  --------------------  ------------
                                                                                                 
TDS...................    19,090,909          8,686,364            $978,866,000      $558,866,000
Sonera................    10,454,546          4,756,818            $536,046,000      $306,046,000

As a result of such transactions, Aerial issued an aggregate of $495  
million in new equity and Aerial Operating Company issued an aggregate of $650  
million in new equity, $420 million of debt previously owed by Aerial Operating 
Company to TDS was extinguished, the maximum commitment under the TDS revolving 
credit agreement was reduced from $775 million to $355 million and debt         
previously owed to Aerial Operating Company by subsidiaries of Aerial Operating 
Company was extinguished. In addition, immediately after the transactions which 
occurred on November 1, 1999, each of the interest rate and the default interest
rate under the TDS revolving credit agreement was reduced by 65 basis points and
the guaranty issued by Aerial in favor of TDS with respect to Aerial Operating  
Company's obligations under the TDS revolving credit agreement was terminated.  
At the closing of the Aerial reorganization, the TDS revolving credit agreement 
will be amended and restated to govern any debt owed by Aerial Operating Company
to TDS at that time. See "Agreements Relating to the Aerial                     
Reorganization -- Amended and Restated Credit Agreement."                       

AMENDED AND RESTATED CREDIT AGREEMENT                                           

    Effective at the closing of the Aerial reorganization, except as set forth
below, TDS and Aerial Operating Company will amend the TDS revolving credit     
agreement by entering into the amended and restated credit agreement. The       
amended and restated credit agreement will evidence any loans outstanding under 
the TDS revolving credit agreement at that time and the maturity date of such   
loans will be one year after the effective date of the amended and restated     
credit agreement. TDS                                                           

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will have no commitment under the amended and restated credit agreement to make 
any further loans to Aerial Operating Company. Aerial Operating Company will pay
interest in arrears on the unpaid principal amount of the loans at a per annum  
rate equal to three-month LIBOR as reported in The Wall Street Journal ("LIBOR")
plus 3.50%, which interest will be due on the maturity date, or, if Aerial      
Operating Company becomes obligated to make cash interest payments on other     
indebtedness prior to the maturity date, on a quarterly basis. Overdue interest 
and principal will bear interest at LIBOR plus 5.50%.                           

Aerial Operating Company may repay such loans under the amended and   
restated credit agreement without premium or penalty from time to time, provided
that amounts repaid thereunder may not be reborrowed. In addition, the amended  
and restated credit agreement provides for mandatory repayments from time to    
time upon certain change of control events and to the extent of and concurrently
with the receipt by Aerial or Aerial Operating Company of net proceeds of asset 
sales or certain other permitted dispositions to the extent such proceeds exceed
$50,000,000 from and after the effective date of the amended and restated credit
agreement. Each subsidiary of Aerial Operating Company will unconditionally and 
irrevocably guarantee all of Aerial Operating Company's obligations under the   
amended and restated credit agreement. Aerial Operating Company's obligations   
under the amended and restated credit agreement and each subsidiary's           
obligations under its respective guarantee will be secured by a first-priority  
lien on and security interest in substantially all of the personal property of  
Aerial Operating Company and its subsidiaries. In addition, Aerial Operating    
Company may create one or more subsidiaries for the limited purpose of holding a
portion of the collateral in which TDS will receive a security interest.        

   VoiceStream or VoiceStream Holdings is obligated to pay to TDS the amount
of the loans outstanding under the TDS revolving credit agreement or the amended
and restated credit agreement, as applicable, if (1) the Omnipoint              
reorganization has been completed, (2) the anticipated $3.0 billion new credit  
facility currently under negotiation by VoiceStream has been completed and (3)  
VoiceStream is not obligated to purchase as a result of the Omnipoint           
reorganization certain outstanding Omnipoint debt. If all three of these        
conditions are satisfied prior to the completion of the Aerial reorganization,  
then such loans will be repaid at the completion of the Aerial reorganization   
and TDS and Aerial Operating Company will not be required to enter into the     
amended and restated credit agreement. If all three of these conditions are     
satisfied within one year after the completion of the Aerial reorganization,    
then such loans will be repaid on the date on which such conditions are         
satisfied and the amended and restated credit agreement will terminate prior to 
the scheduled one-year maturity date of the loans thereunder.                   

SONERA INDEMNITY                                                                

     VoiceStream, VoiceStream Holdings, Aerial, Aerial Operating Company and TDS
are parties to an indemnity agreement whereby TDS has agreed to indemnify       
VoiceStream Holdings, its subsidiaries and affiliates, including Aerial, for    
certain losses and expenses resulting from certain claims or lawsuits existing  
now or in the future, asserted by Sonera or its affiliates against VoiceStream  
Holdings, Aerial, Aerial Operating Company, their respective affiliates or      
officers, directors, employees and agents, arising out of or resulting from any 
alleged act or failure to act occurring prior to the effective time of the      
Aerial merger, including certain losses and expenses relating to the disputed   
shares which Sonera has previously refused to return for cancellation or the    
number of shares of Aerial common stock which Sonera is entitled to receive in  
exchange for shares of Aerial Operating Company in connection with the exercise 
by Sonera of its tag-along right under the investor agreement. The public       
stockholders of Aerial will not be required to contribute to any                

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indemnification payments made pursuant to the indemnity agreement. The indemnity
agreement provides for the following:                                           

 - TDS shall have no liability under the agreement for any claim or loss
   thirty days after the applicable statute of limitation period expires
      except for such claims or losses of which the indemnitees have given TDS
notice prior to such time;                                        

    - TDS has the right and obligation to control the litigation or settlement
       of any indemnifiable claim by Sonera arising out of or resulting from any
    alleged act or failure to act occurring prior to the effective time of
the Aerial reorganization;                                        

     - TDS has the right but not the obligation to control the litigation of any
indemnifiable claim by Sonera arising out of or resulting from any
      alleged act or failure to act occurring prior to and after the effective
       time of the Aerial reorganization, provided that if TDS elects to control
the litigation, it is responsible for the fees and costs of the   
litigation including attorneys' fees; and                         

 - TDS has the right to settle any indemnifiable claim or consent to any
       judgement without the consent of the indemnitee unless such settlement or
      judgement imposes a criminal penalty, equitable remedy or a non-monetary
  condition which could reasonably expected to have a material adverse
effect on the business of the indemnitee.                         

    The indemnity agreement will be terminated if all claims by Sonera arising
out of or resulting from any alleged act or failure to act occurring through the
effective time of the Aerial reorganization are released at such effective time.
See "Sonera Settlement Agreement and Release" discussed below.                  

SONERA SETTLEMENT AGREEMENT AND RELEASE                                         

   Under the settlement agreement and release dated September 17, 1999 among
Sonera, TDS, Aerial and Aerial Operating Company, Sonera agreed to surrender for
cancellation 317,108 shares of Aerial Operating Company common stock,           
representing one-half of the 634,216 disputed shares, on November 1, 1999, in   
connection with the $420 million TDS debt replacement, without releasing its    
claims with respect to such surrendered shares. Upon satisfaction of all of the 
conditions to closing the Aerial reorganization, the remaining 317,108 shares of
Aerial Operating Company common stock will be surrendered for cancellation      
immediately prior to the closing of the Aerial reorganization. At the closing of
the Aerial reorganization, each of Sonera and Sonera U.S., on the one hand, and 
TDS, Aerial, Aerial Operating Company, VoiceStream and VoiceStream Holdings, on 
the other hand, will release each other from all claims relating to actions     
occurring through the date of the settlement agreement and release, including   
all claims by Sonera to all of the disputed shares and, subject to exceptions,  
will extend such release to actions occurring through the date of the closing of
the Aerial reorganization. Also at the closing of the Aerial reorganization,    
each of the following agreements entered into in connection with Sonera's       
original investment in Aerial Operating Company will be terminated: (1) the     
purchase agreement, (2) the investment agreement, (3) the registration rights   
agreement, (4) the management side letter, (5) the joint venture agreement and  
(6) the supplemental agreement.                                                 

Under the settlement agreement and release, Sonera has exercised its  
tag-along right in connection with the Aerial reorganization. As a result,      
immediately prior to the closing of the Aerial reorganization, Sonera will      
exchange 2,826,037 shares of Aerial Operating Company common stock for Aerial   
Common Shares based on the exchange rate provided in the investment agreement   
and after taking into account the cancellation of all of the disputed shares as 
indicated above. Sonera is not obligated to make this exchange unless and until 
all conditions to the closing of the Aerial reorganization have been satisfied  
or waived. At the closing of the Aerial reorganization, Sonera will then        
exchange 22,426,030 Aerial Common Shares, which includes the shares received by 
Sonera                                                                          

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upon exchange of its shares of Aerial Operating Company common stock, for       
10,203,844 shares of VoiceStream Holdings common stock. The settlement agreement
and release also sets forth the agreement of the parties regarding certain      
matters relating to the debt replacement agreement. See "Agreements Relating to 
the Aerial Reorganization -- Debt Replacement Agreement."                       

TIMING OF CLOSING                                                               

     The Aerial reorganization agreement provides that the closing of the Aerial
reorganization will occur concurrently with the closing or as soon as           
practicable thereafter of the Omnipoint reorganization, subject to the          
satisfaction of the conditions set forth in the Aerial reorganization agreement.
The Aerial reorganization agreement provides that if the Omnipoint              
reorganization has not been consummated or terminated by June 30, 2000, or,     
under certain circumstances, March 31, 2000, then the Aerial reorganization will
close on the fifth business day following the day on which the last of the      
conditions set forth in the Aerial reorganization agreement has been satisfied  
or waived, unless VoiceStream and Aerial agree to a different date. Upon closing
of the VoiceStream and Aerial mergers, the parties will file required           
certificates of merger with the Secretary of State of Delaware and the Secretary
of State of Washington, at which time the VoiceStream and Aerial mergers will be
effective.                                                                      

ACCOUNTING TREATMENT                                                            

   The Aerial reorganization will be accounted for using the purchase method
of accounting with VoiceStream Holdings becoming the successor company to       
VoiceStream and Aerial. Under the purchase method of accounting, the purchase   
price will be allocated among the Aerial assets and liabilities. The excess of  
purchase price over the fair value of the identifiable tangible assets and      
liabilities acquired will be recorded as intangible assets and amortized on a   
straight-line basis over a period not to exceed 40 years. The assets and        
liabilities of VoiceStream will be reflected in our financial statements at     
their historical cost basis. Earnings of VoiceStream Holdings subsequent to the 
date of the Aerial reorganization will be reduced by the amortization of        
intangible assets. See "Financial Information -- Unaudited Pro Forma Condensed  
Combined Financial Statements."                                                 

TRANSACTION COSTS                                                               

  Anticipated non-recurring charges to VoiceStream Holdings as a result of
the Aerial reorganization are estimated to be approximately $61 million, based  
on the closing price of $112.69 per share of VoiceStream common stock on January
14, 2000. This includes transaction costs to be paid by Aerial of approximately 
$42 million related to investment banking fees and $3 million related to legal, 
accounting and other transaction fees which will be expensed as incurred by     
Aerial. This total also includes non-recurring costs to be paid by VoiceStream  
of $6 million related to investment banking fees, and $10 million related to    
legal, accounting and employee separation costs, which will be considered as    
part of the purchase price.                                                     

DISSENTERS' RIGHTS OF APPRAISAL                                                 

     Holders of VoiceStream common stock who dissent from the VoiceStream merger
and follow certain statutory procedures have the right under the WBCA to demand 
payment in cash for the fair value of their VoiceStream common stock, calculated
as of the day prior to the effective time. Aerial common stockholders do not    
have appraisal rights under Delaware law. See "The Special                      
Meetings -- Dissenters' Rights of Appraisal" and Annexes I and J hereto which   
set forth the text of the applicable sections of the Washington Business        
Corporation Act and Delaware General Corporation Law.                           

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LITIGATION                                                                      

On September 21, 1999, Herbert Behrens, who purports to be an Aerial  
stockholder, filed a putative class action complaint on behalf of stockholders  
of Aerial in the Court of Chancery of the State of Delaware in New Castle       
County. The complaint names as defendants Aerial, TDS, VoiceStream and the      
following directors of TDS and/or Aerial: LeRoy T. Carlson, Jr., Donald W.      
Warkentin, J. Clarke Smith, LeRoy T. Carlson, Murray L. Swanson, Rudolph E.     
Hornacek, James Barr III, Walter C.D. Carlson, Thomas W. Wilson, Jr., John D.   
Foster and Perti Miettunen. The complaint alleges a breach of fiduciary duties  
by the defendants in connection with the transactions contemplated by the Aerial
reorganization, including the replacement of $420 million of debt owed by Aerial
Operating Company to TDS with equity at $22.00 per share of Aerial common stock.
The complaint asserts that TDS acquired additional Aerial common stock at $22.00
per share prior to the announcement of the Aerial reorganization agreement      
whereby all Aerial shareholders would receive stock worth $25.50, based on the  
conversion ratio of 0.455 and the closing price of VoiceStream common stock of  
$56.06 on September 17, 1999. The complaint alleges that TDS is receiving       
benefits at the expense of Aerial's public stockholders and seeks to have the   
Aerial reorganization enjoined or, if it is consummated, to have it rescinded   
and to recover unspecified damages, fees and expenses. The defendants believe   
that this lawsuit is without merit and intend to vigorously defend against this 
lawsuit.                                                                        

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE AERIAL            
REORGANIZATION                                                                  

CONSEQUENCES OF THE VOICESTREAM MERGER                                          

    A summary of the material United States federal income tax consequences of
the VoiceStream merger is set forth under "The Omnipoint                        
Reorganization -- Material United States Federal Income Tax Consequences of the 
Omnipoint Reorganization."                                                      

CONSEQUENCES OF THE AERIAL MERGER                                               

    The following is a discussion of the material United States federal income
tax consequences of the Aerial merger to holders of Aerial common stock. It does
not address all aspects of United States federal income taxation that may be    
important to you in light of your particular circumstances. For example, it does
not address tax consequences that may apply to you if you are a taxpayer that is
subject to special treatment under the federal income tax laws, such as a bank, 
financial institution, broker-dealer, insurance company, foreign person, or     
tax-exempt entity, or if you acquired your Aerial common stock by exercising    
employee stock options or otherwise as compensation or through a tax-qualified  
retirement plan, or if you have an excess loss account with respect to your     
Aerial common stock. It also does not address any aspect of state, local or     
foreign taxation. The discussion assumes that you will hold your Aerial common  
stock as a capital asset at the effective time of the Aerial merger, and does   
not consider the tax consequences to you if, in addition to owning Aerial common
stock, you own stock of VoiceStream or of Omnipoint.                            

You are urged to consult with your own tax advisor concerning the tax 
consequences of the Aerial merger to you.                                       

    Consummation of the Aerial merger is conditioned upon, among other things,
Aerial having received the opinion of Sidley & Austin, dated the effective time 
of the merger, stating that, on the basis of the facts, representations, and    
assumptions set forth in such opinion, the merger will constitute either a      
reorganization within the meaning of section 368(a) of the Internal Revenue     
Code, to which Aerial, VoiceStream Holdings and the VoiceStream subsidiary that 
is a party to the Aerial merger will each be a party within the meaning of      
section 368(b) of the Internal Revenue Code, or part of a transaction described 
in section 351(a) of the Internal Revenue Code.                                 

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This opinion will be based in part on certificates to be provided by  
officers of Aerial and of VoiceStream Holdings and by certain large stockholders
of Aerial, VoiceStream and, in such counsel's discretion, Omnipoint.            

Assuming that:                                                        

- the Aerial merger is consummated in accordance with the terms of the
  Aerial reorganization agreement and as described in this joint proxy
statement-prospectus;                                             

 - the certificates referred to above will be received and will be true,
  correct and complete at the effective time of the Aerial merger; and

    - the assumptions set forth in the opinion referred to above will be true,
correct and complete at the effective time of the Aerial merger,  

it is the opinion of Sidley & Austin that, under current United States federal  
income tax law:                                                                 

    - the Aerial merger will constitute a reorganization within the meaning of
       section 368(a) of the Internal Revenue Code, to which Aerial, VoiceStream
   Holdings and the VoiceStream subsidiary that is a party to the Aerial
     merger will each be a party within the meaning of section 368(b) of the
Internal Revenue Code; and                                        

  - holders of Aerial common stock who do not elect to receive any cash in
     the Aerial merger will not recognize gain or loss solely as a result of
the conversion of shares of Aerial common stock into shares of    
     VoiceStream Holdings common stock in the merger, except with respect to
cash, if any, received in lieu of fractional shares.              

     This conclusion is based on the Internal Revenue Code, Treasury regulations
promulgated thereunder, administrative rulings and practice, and judicial       
precedent, all as of the date hereof. All of these authorities are subject to   
change, possibly with retroactive effect. Any change in any of these authorities
or failure to meet any of the conditions set forth above could alter the tax    
consequences to Aerial and Aerial's stockholders discussed herein. The parties  
will not request, and the Aerial merger is not conditioned upon, a ruling from  
the IRS as to any of the United States federal income tax consequences of the   
Aerial merger. As a result, there can be no assurance that the IRS will not     
disagree with or challenge any of the conclusions concerning the Aerial merger  
set forth in this discussion.                                                   

    Consistent with the Aerial merger qualifying as a reorganization described
in section 368(a) of the Internal Revenue Code for United States federal income 
tax purposes:                                                                   

     - each holder of Aerial common stock who does not elect to receive any cash
      in the Aerial merger will have an aggregate tax basis in the VoiceStream
Holdings common stock received, including any fractional share of 
    VoiceStream Holdings common stock for which cash is received, equal to
    his or her aggregate tax basis in the Aerial common stock surrendered;

   - the holding period of the VoiceStream Holdings common stock received in
   the Aerial merger by a holder of Aerial common stock will include the
     holding period of Aerial common stock that he or she surrendered in the
Aerial merger; and                                                

  - no gain or loss will be recognized by Aerial, VoiceStream Holdings, or
       the VoiceStream Holdings subsidiary which is a party to the Aerial merger
as a result of the Aerial merger.                                 

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   A holder of Aerial common stock that elects to receive cash in the Aerial
merger will recognize gain, if any, but not loss, except as discussed below, for
United States federal income tax purposes. The amount of recognized gain will be
the lesser of:                                                                  

  - the excess of the fair market value of the VoiceStream Holdings common
     stock and cash received in the Aerial merger over the stockholder's tax
basis in Aerial common stock surrendered in the merger; or        

   - the amount of cash the stockholder receives pursuant to the election to
receive cash.                                                     

This recognized gain will be capital gain and will be long-term capital gain if 
the stockholder has held the Aerial common stock exchanged for cash for more    
than one year at the effective time of the Aerial merger. The tax basis of the  
VoiceStream Holdings common stock received in the merger generally will equal   
the tax basis of the Aerial common stock surrendered, decreased by the amount of
cash received and increased by the amount of gain recognized. As in the case of 
an Aerial stockholder who does not elect to receive cash, the holding period of 
the VoiceStream Holdings common stock received will include the holding period  
of the Aerial common stock surrendered. Determinations of the amount of         
recognized gain, tax basis and holding period must be made separately for each  
block of Aerial common stock surrendered. For this purpose, all of the cash and 
VoiceStream Holdings common stock received will generally be allocated          
proportionately among the blocks of Aerial common stock surrendered.            

 A holder of Aerial common stock that elects to receive only cash in the
Aerial merger will generally recognize loss for United States federal income tax
purposes, equal to the excess, if any, of the stockholder's tax basis in Aerial 
common stock surrendered in the merger over the amount of cash received. No loss
will be recognized, however, if the Aerial stockholder elects to receive some   
VoiceStream Holdings common stock in addition to cash in the Aerial merger.     

CONSEQUENCES OF THE AERIAL REORGANIZATION UNDER VOICESTREAM'S TAX SHARING       
AGREEMENT                                                                       

 VoiceStream believes that the consequences of the Aerial reorganization
under VoiceStream's Tax Sharing Agreement should be the same as set forth under 
the heading, "The Omnipoint Reorganization -- Consequences of the Omnipoint     
Reorganization Under VoiceStream's Tax Sharing Agreement," whether or not the   
Omnipoint reorganization has been previously consummated.                       

INTERESTS OF CERTAIN PERSONS IN THE AERIAL REORGANIZATION                       

VOICESTREAM AFFILIATED PERSONS                                                  

    In considering the recommendation of the VoiceStream board with respect to
approval and adoption of the Aerial reorganization agreement, stockholders of   
VoiceStream should be aware that some directors and officers of VoiceStream have
interests, set forth below, relating to the Aerial reorganization that are in   
addition to their interests as stockholders of VoiceStream.                     

VOICESTREAM DIRECTORS                                                 

Except for John L. Bunce, Jr., the current members of the VoiceStream 
board, John W. Stanton, Robert R. Stapleton, Donald Guthrie, Mitchell R. Cohen, 
Daniel J. Evans, Canning Fok, Jonathan M. Nelson, Terence M. O'Toole and Hans   
Snook, are expected to become members of the VoiceStream Holdings board upon the
closing of the earlier of the Omnipoint reorganization or the Aerial            
reorganization. Mr. Bunce has advised the board that he will resign prior to the
earlier of the closing of the Omnipoint reorganization and the closing of the   
Aerial reorganization.                                                          

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EQUITY BASED AWARDS                                                   

If the VoiceStream merger takes place at the time of the Aerial       
reorganization, in accordance with the terms of the stock option plans          
maintained by VoiceStream, all awards of stock options outstanding at the time  
of the Aerial reorganization automatically will be converted into similar       
options exercisable for shares of VoiceStream Holdings common stock on a        
one-for-one basis. The vesting of these new VoiceStream Holdings options will   
not be accelerated as a result of the transactions described in the Aerial      
reorganization agreement.                                                       

AERIAL AFFILIATED PERSONS                                                       

   In considering the recommendation of the Aerial board with respect to the
approval and adoption of the Aerial reorganization agreement, stockholders of   
Aerial should be aware that certain directors and officers of Aerial have       
interests, set forth below, relating to the Aerial reorganization that are in   
addition to their interests as stockholders of Aerial.                          

     The following identifies directors and executive officers of Aerial who may
have an interest in the Aerial reorganization and, if applicable and            
practicable, a quantification of the benefit that could be deemed to be         
attributable to such person as a result of the Aerial reorganization, other than
any interest arising solely from the ownership of securities of Aerial in which 
such person receives no extra or special benefit not shared on a pro rata basis 
with other Aerial stockholders.                                                 

                                                        [Enlarge/Download Table]

                         TITLE OR OTHER                   NATURE OF                                 AMOUNT OF PERSON'S
                          RELATIONSHIP               INTEREST IN AERIAL              AMOUNT OF      POTENTIAL INTEREST
       PERSON              TO AERIAL                   REORGANIZATION               TRANSACTION       IN TRANSACTION  
       ------            --------------              ------------------             -----------     ------------------
                                                                                                                      
LeRoy T. Carlson, Jr. Director and         Director and President of TDS; son of    $558,866,000(1)    $11,912,000(2) 
                      Chairman of Aerial   LeRoy T. Carlson and brother of Walter                                     
                                           C.D. Carlson; trustee and beneficiary                                      
                                           of voting trust which controls TDS;                                        
                                           beneficial owner of TDS common stock                                       
LeRoy T. Carlson      Director of Aerial   Director and Chairman of TDS; father of  $558,866,000(1)    $10,150,000(2) 
                                           LeRoy T. Carlson, Jr. and Walter C.D.                                      
                                           Carlson; beneficiary of voting trust                                       
                                           which controls TDS; beneficial owner of                                    
                                           TDS common stock                                                           
Walter C.D. Carlson   Director of Aerial   Director of TDS; son of LeRoy T.         $558,866,000(1)    $10,076,000(2) 
                                           Carlson and brother of LeRoy T. Carlson                                    
                                           Jr.; trustee and beneficiary of voting                                     
                                           trust which controls TDS; beneficial                                       
                                           owner of TDS common stock                                                  
Sandra L. Helton      Director of Aerial   Director and Executive Vice President-   $558,866,000(1)    $   357,000(2) 
                                           Finance and Chief Financial Officer of                                     
                                           TDS; beneficial owner of TDS common                                        
                                           stock                                                                      
Rudolph E. Hornacek   Director of Aerial   Vice President-Engineering of TDS;       $558,866,000(1)    $   474,000(2) 
                                           beneficial owner of TDS common stock                                       
James Barr III        Director of Aerial   Director of TDS and Director and         $558,866,000(1)    $   220,000(2) 
                                           President of TDS Telecommunications                                        
                                           Corporation, a wholly-owned subsidiary                                     
                                           of TDS; beneficial owner of TDS common                                     
                                           stock                                                                      
Matti Makkonen        Director of Aerial   Executive Vice President of Sonera;      $794,555,000(3)    $    11,000(4) 
                                           beneficial owner of Sonera common stock                                    
Pertti Miettunen      Director of Aerial   Senior Vice President of Sonera          $794,555,000(3)    $        --(4) 
Donald W. Warkentin   Director and         Stock Options(5)                         $  4,531,000       $ 4,531,000    
                      President of Aerial  Restricted Stock Units(6)                $  2,214,000       $ 2,214,000    
                                           Severance Payment(7)                     $  1,086,000       $ 1,086,000    
J. Clarke Smith       Director and Vice    Stock Options(5)                         $  2,070,000       $ 2,070,000    
                      President-Finance    Restricted Stock Units(6)                $  1,328,000       $ 1,328,000    
                      and Administration,  Severance Payment(7)                      $   488,000        $  488,000    
                      Chief Financial                                                                                 
                      Officer and                                                                                     
                      Treasurer of Aerial                                                                             

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                                                        [Enlarge/Download Table]

                    TITLE OR OTHER                    NATURE OF                    AMOUNT OF PERSON'S
                     RELATIONSHIP                INTEREST IN AERIAL   AMOUNT OF    POTENTIAL INTEREST
       PERSON         TO AERIAL                    REORGANIZATION    TRANSACTION     IN TRANSACTION  
       ------       --------------               ------------------  -----------   ------------------
                                                                                                     
David B. Lowry   Chief Technical       Stock Options(5)              $    497,000     $   497,000    
                 Officer of Aerial     Restricted Stock Units(6)     $  1,328,000     $ 1,328,000    
                                       Severance Payment(7)           $   486,000      $  486,000    
Carol J. Ogren   Vice President-Human  Stock Options(5)              $  1,456,000     $ 1,456,000    
                 Resources             Restricted Stock Units(6)      $   738,000      $  738,000    
                                       Severance Payment(7)           $   252,000      $  252,000    
Gary F. Ballard  Vice President-Sales  Stock Options(5)              $  2,082,000     $ 2,082,000    
                                       Restricted Stock Units(6)     $  1,328,000     $ 1,328,000    
                                       Severance Payment(7)           $   389,000      $  389,000    
B. Scott Dailey  Vice President-       Stock Options(5)              $    681,000     $   681,000    
                 Controller and        Restricted Stock Units(6)      $   738,000      $  738,000    
                 Assistant Secretary   Severance Payment(7)           $   177,000      $  177,000    

---------------                                                                 

(1) TDS has an interest in the Aerial reorganization as a result of an          
   arrangement pursuant to which TDS replaced $420 million of debt from Aerial
 with Aerial equity at a price of $22.00 per share of Aerial common stock.
Based on the last sale price of $112.69 for VoiceStream common stock on 
    January 14, 2000, and based on the exchange ratio of 0.455, the implied gain
   to TDS from such transaction is approximately $559 million. See "Agreements
Relating to the Aerial Reorganization -- Debt Replacement Agreement."   

(2) This amount is intended to represent the potential indirect interest of such
person in the implied gain to TDS from the transaction described in     
  footnote(1). Such person does not have any direct interest in or any legal
 right to receive any portion of the implied gain which may be realized by
  TDS. This amount was determined as the product of (a) the number of shares
    of common stock beneficially owned by such person in TDS and (b) the implied
    gain per share of TDS common stock. The implied gain per share of TDS common
    stock was determined by dividing the amount of the aggregate implied gain of
$559 million by the number of outstanding shares of TDS common stock.   

(3) Sonera has an interest in the Aerial reorganization as a result of two      
  arrangements. In one arrangement with Aerial, Sonera invested $230 million
in Aerial and an Aerial subsidiary at an equivalent price of $22.00 per 
 share of Aerial common stock. Based on the last sale price of $112.69 for
VoiceStream common stock on January 14, 2000, and based on the exchange 
ratio of 0.455, the implied gain to Sonera from such transaction is     
approximately $306 million. See "Arrangements Relating to the Aerial    
Reorganization -- Debt Replacement Agreement." In the other arrangement,
VoiceStream agreed to permit Sonera to invest, at the closing of the    
   Omnipoint reorganization, $500 million in VoiceStream Holdings common stock
   at a price of $57.00 per share. Based on the last sale price of $112.69 for
VoiceStream common stock on January 14, 2000, the implied gain to Sonera
from such transaction is approximately $489 million. See "The Omnipoint 
  Reorganization -- $500 Million Sonera Investment in VoiceStream Holdings."
The total implied gain from these two transactions is approximately $795
million.                                                                

(4) This amount is intended to represent the potential indirect interest of such
person in the implied gain to Sonera from the transactions described in 
  footnote(3). Such person does not have any direct interest in or any legal
 right to receive any portion of the implied gain which may be realized by
Sonera. This amount was determined as the product of (a) the number of  
  shares of common stock beneficially owned by such person in Sonera and (b)
the implied gain per share of Sonera common stock. The implied gain per 
 share of Sonera common stock was determined by dividing the amount of the
  aggregate implied gain of $795 million by the number of outstanding shares
of Sonera common stock.                                                 

(5) Unvested options with respect to shares of Aerial common stock held by such 
   persons will accelerate and become fully vested upon approval of the Aerial
reorganization by Aerial stockholders. In the Aerial reorganization, all
  options with respect to shares of Aerial common stock held by such persons
will be                                                                 

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converted into substantially identical fully-vested options to acquire  
   VoiceStream Holdings common stock based on the exchange ratio of 0.455. See
"1996 Long-Term Incentive Plan" below. The dollar amount reported in the
table represents the implied gain to such person as a result of Aerial  
    options which will be converted into options for VoiceStream Holdings common
   stock, based on the last sale price of $112.69 for VoiceStream common stock
on January 14, 2000.                                                    

(6) Unvested restricted stock units with respect to shares of Aerial common     
stock held by such persons will accelerate and become fully vested upon 
    approval of the Aerial reorganization by Aerial stockholders. All restricted
stock units will be paid out promptly after such stockholders meeting in
  cash or shares of Aerial common stock at the discretion of the chairman of
   Aerial. See "Retention Restricted Stock Unit Plan" below. The dollar amount
    reported in the table represents the implied gain to such person as a result
  of restricted stock units held by such person based on the last sale price
of $49.19 for Aerial common stock on January 14, 2000.                  

(7) Such persons will be entitled to receive executive severance payments as a  
    result of the closing of the Aerial reorganization. See "Executive Severance
Payments" below.                                                        

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AERIAL DIRECTORS                                                      

  Certain directors of Aerial may be considered to have an interest in the
Aerial reorganization and the related transactions as (1) directors and/or      
officers of TDS or its affiliates, (2) trustees or beneficiaries of the TDS     
voting trust, (3) officers of Aerial and/or (4) officers or representatives of  
Sonera.                                                                         

    Directors of Aerial who are directors of TDS and/or officers of TDS or its
affiliates (other than Aerial and its subsidiaries) are: LeRoy T. Carlson,      
director and Chairman of TDS; LeRoy T. Carlson, Jr., director, President and CEO
of TDS; Sandra L. Helton, director and Executive Vice President-Finance of TDS; 
Walter C. D. Carlson, director of TDS; James Barr III, director of TDS and      
President of TDS Telecom; and Rudolph E. Hornacek, Vice President -- Engineering
of TDS.                                                                         

     TDS has an interest in the Aerial reorganization because TDS will receive a
substantial number of shares of VoiceStream Holdings common stock in the Aerial 
reorganization. Taking into consideration the $420 million TDS debt replacement,
TDS would receive 35,570,494 shares of VoiceStream Holdings common stock in the 
Aerial reorganization, representing approximately 16% of the shares of          
VoiceStream outstanding immediately following the Aerial reorganization,        
assuming the prior or concurrent completion of the Omnipoint reorganization. In 
addition, pursuant to the voting agreement to be entered into in connection with
the Aerial reorganization, TDS will have the power to nominate at least one     
person for election as a director of VoiceStream Holdings. See "The VoiceStream 
Holdings Voting Agreement."                                                     

TDS also has an interest in the Aerial reorganization pursuant to the 
transactions contemplated by the related transaction documents, including the   
$420 million TDS debt replacement.                                              

   See also "Arrangements and Transactions between TDS and Aerial" below for
other arrangements and transactions between TDS and Aerial which will be        
terminated, amended or entered into in connection with the Aerial reorganization
agreement.                                                                      

    LeRoy T. Carlson, Jr., a director and the President of TDS, a director and
Chairman of Aerial and the son of LeRoy T. Carlson; and Walter C.D. Carlson, a  
director of TDS and Aerial and the son of LeRoy T. Carlson and the brother of   
LeRoy T. Carlson, Jr., are trustees and beneficiaries of the TDS voting trust.  
LeRoy T. Carlson, Chairman and a director of TDS and a director of Aerial, is a 
beneficiary of the TDS voting trust. Walter C.D. Carlson is a partner of the law
firm of Sidley & Austin, which is counsel to TDS and which has advised TDS      
regarding the Aerial reorganization.                                            

     The TDS voting trust and its trustees and beneficiaries have an interest in
the Aerial reorganization because the TDS voting trust controls TDS, which has  
the interests described above.                                                  

     Directors of Aerial who are officers of Aerial or its affiliates are: LeRoy
T. Carlson, Jr., Chairman of Aerial; Don W. Warkentin; President of Aerial; and 
J. Clarke Smith, Vice President -- Finance and Administration, and Treasurer and
CFO of Aerial. See "Indemnification and Insurance" and "Equity Based Awards and 
Employment and Severance Agreements" below.                                     

Pertti Miettunen and Matti Makkonen are directors of Aerial who are   
representatives of Sonera. Sonera has an interest in the Aerial reorganization  
as explained under "Background of Events Leading to the Aerial Reorganization"  
and "Background of Events Relating to Sonera."                                  

    You are urged to carefully study and consider the Aerial reorganization in
light of the above interests.                                                   

The Aerial board was aware of the above interests. As discussed under 
"Background of Events Leading to the Aerial Reorganization," in order to address
such interests, the Aerial board created a transaction committee that included  
all directors other than the Sonera representatives and created a special       
committee that included only the directors who were not affiliated with TDS or  
Sonera.                                                                         

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INDEMNIFICATION AND INSURANCE OF AERIAL DIRECTORS AND OFFICERS        

    The Aerial reorganization agreement requires VoiceStream Holdings to cause
Aerial to:                                                                      

- continue to indemnify all past and present officers and directors of
 Aerial to the same extent that they are currently indemnified; and,

- for at least six years following the effective time of the Aerial   
  reorganization, continue to carry directors' and officers' insurance
    covering the existing directors and officers of Aerial that is no less
  favorable with respect to the coverage and amount than that provided
      under Aerial's existing insurance as of the effective time of the Aerial
      reorganization agreement, except that Aerial will not be required to pay
    more than 200% of the last annual premium for such insurance coverage.

EQUITY BASED AWARD AND EMPLOYMENT AND SEVERANCE AGREEMENTS            

1996 Long-Term Incentive Plan                                         

    Under the terms of Aerial's 1996 long-term incentive plan, all outstanding
options granted under this plan will become fully exercisable and vested upon a 
"change in control" of Aerial. In addition, upon a "change in control" Aerial   
may convert each outstanding option into a substitute option. The approval by   
Aerial stockholders of the Aerial reorganization will constitute a "change in   
control" under the 1996 long-term incentive plan. The Aerial reorganization     
agreement provides that each outstanding Aerial option will be converted into an
option to purchase the number of shares of VoiceStream Holdings common stock    
determined by multiplying the number of Aerial Common Shares subject to the     
option by 0.455, at an exercise price equal to the exercise price of the Aerial 
option divided by 0.455. However, if the exchange ratio is revised pursuant to  
the Aerial reorganization agreement, this number will also change.              

Retention Restricted Stock Unit Plan                                  

 Under the terms of the Aerial retention restricted stock unit plan, all
outstanding stock unit awards granted under this plan will become fully vested  
upon a "change in control" of Aerial. The Aerial retention restricted stock unit
plan provides that as of the date a participant's stock units become fully      
vested, the participant is entitled to receive a payment, in the form of cash or
stock as determined by the chairman of Aerial, equal to (a) the closing price of
one Aerial Common Share on the Nasdaq Stock Market multiplied by (b) the number 
of stock units awarded the participant. The approval by Aerial stockholders of  
the Aerial reorganization will constitute a "change in control" under the       
retention restricted stock unit plan and will cause all 431,000 restricted stock
units to become fully vested. Assuming the "change in control" occurs, the      
amount payable to employees under the retention restricted stock unit plan will 
be calculated based on the fair market value of the Aerial Common Shares on the 
day that the Aerial reorganization agreement is approved by the Aerial          
stockholders in accordance with the terms of the retention restricted stock unit
plan. Based on the market price of $49.19 per Aerial Common Share on January 14,
2000, the aggregate amount that would have been payable to employees under the  
retention restricted stock unit plan would be approximately $21.2 million. The  
decision on the form of payment has not been made.                              

Executive Severance Agreements                                        

  Aerial has entered into severance agreements with each of the executives
identified below which provide that in the event that the executive terminates  
employment with Aerial within two years after a "change in control" other than  
by reason of a "nonqualifying termination", the executive will be entitled to   
receive a cash payment equal to the total of (1) the executive's salary through 
the date of his or her termination, if not yet paid, (2) the executive's        
prorated target bonus for the year in which                                     

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the "change in control" occurs, if not yet paid, and (3) an amount equal to the 
executive's highest annual base salary during the 12-month period prior to his  
or her termination of employment plus the executive's target bonus for the year 
in which the "change in control" occurs, multiplied by the base/bonus multiple  
next to the executive's name below. In addition to this cash payment, Aerial is 
required to continue all medical, accident, disability and life insurance       
policies in effect for the executive and his or her dependents under the same   
terms in effect immediately prior to his or her date of termination for the     
extended benefit period specified next to the executive's name below. Finally,  
the executive will be entitled to outplacement services not to exceed $12,000 in
total cost. The total amount of payments to be paid to an executive under a     
severance agreement will be reduced to the extent such payments, when added with
other payments to the executive, would exceed the maximum amount deductible by  
Aerial, as determined under section 280G of the Code.                           

                                                        [Enlarge/Download Table]

                                 BASE/BONUS  1999 BASE SALARY/      ESTIMATED         EXTENDED   
              NAME                MULTIPLE     TARGET BONUS     SEVERANCE PAYMENT  BENEFIT PERIOD
              ----               ----------  -----------------  -----------------  --------------
                                                                                                 
D. Warkentin....................    2.25         $482,850          $1,086,413        27 months   
C. Smith........................    1.5           325,605             488,408        18 months   
D. Lowry........................    1.5           324,275             486,413        18 months   
G. Ballard......................    1.5           259,000             388,500        18 months   
C. Ogren........................    1.25          201,630             252,038        15 months   
A. Fountaine....................    1.0           204,750             204,750        12 months   
R. Rowe.........................    1.0           203,775             203,775        12 months   
S. Dailey.......................    1.0           177,450             177,450        12 months   
T. McDowell.....................    1.0           203,775             203,775        12 months   
B. O'Connor.....................    1.0           203,775             203,775        12 months   
D. Howe.........................    1.0           227,500             227,500        12 months   
M. Guerrieri....................    1.0           195,000             195,000        12 months   
E. Branham......................    1.0           188,500             188,500        12 months   
                                                                   ----------                    
TOTAL...........................                                   $4,306,297                    
                                                                   ==========                    

As indicated above, the estimated cost of the executive severance     
agreements is $4.3 million.                                                     

   The Aerial reorganization will constitute a "change in control" under the
severance agreements. For purposes of the severance agreements, a "nonqualifying
termination" means a termination of employment:                                 

- by Aerial for "cause";                                              

- by the executive for a reason other than "good reason";             

- by reason of the executive's death; or                              

- by reason of the executive's disability.                            

"Cause" is defined as (1) a material breach by the executive of his or her      
duties which do not differ materially from the executive's duties during the    
90-day period immediately before the "change in control" and which is willful,  
committed in bad faith or without the reasonable belief that such breach is in  
the best interest of Aerial and which is not remedied within a reasonable time, 
(2) the commission by the executive of a felony involving moral turpitude, (3)  
the commission by the executive of theft, fraud, breach of trust or any act of  
dishonesty involving Aerial or an affiliate of Aerial, or (4) a significant     
violation by the executive of a duty of loyalty to Aerial or an affiliate of    
Aerial. "Good reason" is defined as (1) the assignment of the executive to a    
materially lower level of responsibility or status, (2) the failure to reelect  
the executive to any significant officer or directorship with Aerial, (3) a     
reduction in the executive's base salary or bonus opportunity (as in effect     
immediately before the "change in control"), (4) the requirement that the       
executive be based more                                                         

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than 30 miles from the executive's office at the time of the "change in control"
or the requirement that the executive increase his or her business travel by 20%
or more than the executive's travel obligations immediately prior to the "change
in control", (5) the failure by Aerial to continue the employee benefit plans or
compensation plans in effect immediately prior to the "change in control" or to 
establish substantially comparable plans to such plans and the failure by Aerial
to provide the executive with welfare benefits substantially similar to those   
provided to the executive immediately prior to the "change in control" or those 
provided to peers of the executive employed by Aerial or its affiliates, or (6) 
the failure by Aerial to obtain agreement from any successor to Aerial to assume
to the severance agreement from Aerial.                                         

Special Retention Plan                                                

The Aerial board has approved the special retention plan under which  
certain designated manager-and director-level employees, in two separate        
categories, are eligible to receive certain specified benefits if they remain   
continuously employed by Aerial or an affiliate of Aerial after a "change in    
control". Under the terms of the special retention plan, a designated employee  
may receive the following benefits:                                             

   - six-month retention bonus. If a designated employee remains employed by
Aerial or an affiliate of Aerial for six months after a "change in
     control", the employee will receive a cash payment equal to one-half of
   an amount determined by multiplying the employee's annual base salary
immediately before the "change in control" by either 75% for a    
director-level employee or 50% for a manager-level employee.      

   - twelve-month retention bonus. If a designated employee remains employed
      by Aerial or an affiliate of Aerial for twelve months after a "change in
     control", the employee will receive a cash payment equal to one-half of
   an amount determined by multiplying the employee's annual base salary
      immediately before the "change in control" by either 75% for a director-
level employee or 50% for a manager-level employee.               

- qualifying termination. If the employee is terminated by reason of a
      "qualifying termination" during the twelve-month period beginning on the
  "change in control" and the employee executes a general release, the
      employee will receive the six-month retention bonus and the twelve-month
      retention bonus to the extent such amounts have not already been paid to
      the employee. The employee will also be eligible to receive outplacement
 assistance services up to either $4,000 or $9,000, depending on the
category of the employee.                                         

   The Aerial reorganization will constitute a "change in control" under the
special retention plan. For purposes of the special retention plan, a           
"qualifying termination" is a termination of the employee's employment for      
reasons other than:                                                             

- by Aerial for "cause";                                              

- by Aerial by reason of the employee's disability;                   

- the employee's death; or                                            

     - termination of employment by the employee for any reason other than "good
reason".                                                          

"Cause" is defined as (1) the refusal by the employee to perform his or her     
duties, other than by reason of physical or mental illness, that are not        
materially different from the employee's duties in the aggregate before the     
"change in control", (2) the commission by the employee of a felony involving   
moral turpitude, (3) the commission by the employee of theft, fraud, breach of  
trust or any act of dishonesty involving Aerial or an affiliate of Aerial, or   
(4) a significant violation by the employee of a duty of loyalty to Aerial or an
affiliate of Aerial. "Good reason" is defined as (1) the assignment of the      
employee to a materially lower level of responsibility or status, (2) a         
reduction in the employee's base salary or bonus opportunity, as in effect      
immediately before the "change in control", or (3) the                          

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requirement that the employee be based more than 30 miles from the employee's   
office at the time of the "change in control" or the requirement that the       
employee increase his or her business travel by 20% or more than the employee's 
travel obligations immediately prior to the "change in control".                

The estimated cost of the special retention plan is $4.6 million.     

Special Severance Plan                                                

The Aerial board has approved the special severance plan under which  
full-time, non-seasonal employees who are not covered by a severance agreement  
or the special retention plan are eligible to receive a severance payment and   
outplacement assistance if they are terminated during the six-month period after
a "change in control" by reason of a "qualifying termination". The amount of the
severance payment will be determined by the employee's employment category, the 
employee's salary and the employee's years of service, up to a maximum of 26    
weeks of the employee's salary.                                                 

   The Aerial reorganization will constitute a "change in control" under the
special severance plan. For purposes of the special severance plan, a           
"qualifying termination" is a termination of the employee's employment for      
reasons other than:                                                             

- by Aerial for "cause";                                              

- by Aerial by reason of the employee's disability;                   

- the employee's death; or                                            

     - termination of employment by the employee for any reason other than "good
reason".                                                          

"Cause" is defined as (1) the refusal by the employee to perform his or her     
duties, other than by reason of physical or mental illness, that are not        
materially different from the employee's duties in the aggregate before the     
"change in control", (2) the commission by the employee of a felony involving   
moral turpitude, (3) the commission by the employee of theft, fraud, breach of  
trust or any act of dishonesty involving Aerial or an affiliate of Aerial, or   
(4) a significant violation by the employee of a duty of loyalty to Aerial or an
affiliate of Aerial. "Good reason" is defined as (1) a reduction in the         
employee's base salary or bonus opportunity, as in effect immediately before the
"change in control", or (2) the requirement that the employee be based more than
30 miles from the employee's office at the time of the "change in control".     

The estimated cost of the special severance plan is $3.8 million.     

Non-Compete Agreements                                                

    At the time of the completion of the Aerial reorganization, Aerial intends
to enter into non-competition agreements with Donald Warkentin, President and   
CEO, and Gary Ballard, Vice President -- Sales of Aerial, pursuant to which     
Messrs. Warkentin and Ballard would agree not to compete with Aerial for a      
period of one year after the closing in consideration for an aggregate payment  
not to exceed $250,000.                                                         

ARRANGEMENTS AND TRANSACTIONS BETWEEN TDS AND AERIAL                            

Currently, TDS owns all of the Aerial Series A Common Shares and      
approximately 60% of the Aerial Common Shares, representing approximately 82.1% 
of the Aerial common stock. By virtue of this ownership, TDS has the voting     
power to elect all of the directors of Aerial and has approximately 98% of the  
voting power in matters other than the election of directors. In addition, TDS  
has contractual and other relationships with Aerial as described below.         

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Following the Aerial reorganization, Aerial will be a wholly-owned    
subsidiary of VoiceStream Holdings. However, TDS and Aerial have entered into,  
or will enter into, other arrangements to facilitate the Aerial Reorganization, 
as described below.                                                             

AGREEMENTS RELATING TO THE AERIAL REORGANIZATION                      

    In contemplation of the Aerial reorganization, TDS and Aerial have entered
or will enter into new arrangements. The following agreements have been         
negotiated among TDS, Aerial and VoiceStream.                                   

Employee Benefit Plans Separation Agreement                           

     The employee benefit plans separation agreement provides that (1) effective
January 1, 2000, Aerial and its subsidiaries will establish, operate and        
maintain separate employee benefit programs and procedures, (2) subject to      
certain exceptions, TDS and Aerial will retain or assume any and all liabilities
under various employee benefit plans and arrangements with respect to any person
who, as of the time such liability was incurred, was an employee of TDS or      
Aerial, respectively and (3) Aerial will establish certain employee benefit     
plans corresponding to certain TDS employee benefit plans in which it           
participates and procedures will be established, in accordance with applicable  
fiduciary standards and laws, for the transfer of plan assets between the       
resulting plans of TDS and Aerial. Neither TDS nor Aerial is required to        
maintain any specific employee benefit plan and each such company may amend or  
terminate any employee benefit plan in accordance with its terms or applicable  
law.                                                                            

Transition Services Agreement                                         

After the Aerial reorganization, pursuant to a transition services    
agreement between TDS and Aerial, TDS will provide to Aerial and VoiceStream    
certain services and other benefits, including administrative and other services
similar to those that were provided to Aerial by TDS prior to the Aerial        
reorganization. TDS will be compensated at rates negotiated between TDS and     
VoiceStream.                                                                    

Debt Replacement Agreement                                            

   See "Agreements Relating to the Aerial Reorganization -- Debt Replacement
Agreement."                                                                     

Amended and Restated Credit Agreement                                 

See "Agreements Relating to the Aerial Reorganization -- Amended and  
Restated Credit Agreement."                                                     

   CONTINUATION, AMENDMENT OR TERMINATION OF EXISTING AGREEMENTS BETWEEN TDS
AND AERIAL                                                                      

 The following paragraphs describe significant agreements that currently
exist between Aerial and TDS, and indicate whether such agreements will be      
amended or terminated in connection with the Aerial reorganization. The         
amendment or termination of such agreements was negotiated among TDS, Aerial and
VoiceStream and was approved by the Aerial special committee.                   

Tax Allocation Agreement                                              

     On September 8, 1998, Aerial, Aerial Operating Company and TDS entered into
an amended and restated tax allocation agreement. Under the terms of this tax   
allocation agreement, Aerial and its subsidiaries agreed to continue to join in 
filing consolidated federal income tax returns with TDS and certain affiliates  
unless TDS's equity interest in Aerial falls below 80%. For tax years ended     
prior to January 1, 1996, TDS has reimbursed Aerial for the federal income tax  
savings reflected in the                                                        

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financial statements of the TDS affiliated group resulting from the inclusion of
Aerial and its subsidiaries in that group. TDS has also reimbursed Aerial with  
respect to certain post-December 31, 1995, obligations as described below.      

For tax years beginning after December 31, 1995, the tax allocation   
agreement provides that Aerial is required to pay to TDS an amount equal to the 
greater of the federal income tax liability of Aerial and its subsidiaries,     
calculated as if they were a separate affiliated group, or the tax obtained by  
applying the average federal income tax rate of the TDS affiliated group to the 
taxable income of Aerial and its subsidiaries, calculated as if they were a     
separate affiliated group. Under the tax allocation agreement, Aerial is        
compensated, by an offset to amounts Aerial would otherwise be required to pay  
to TDS for federal income taxes, for TDS's use of tax benefits at such time as  
Aerial and its subsidiaries could utilize such benefits as a separate affiliated
group.                                                                          

  The tax allocation agreement states that, if Aerial and its subsidiaries
cease to be members of the TDS affiliated group and, for a subsequent year,     
Aerial and its subsidiaries are required to pay a greater amount of federal     
income tax than they would have paid if they had not been members of the TDS    
affiliated group after December 31, 1995, TDS will reimburse Aerial for the     
excess amount of tax, without interest. In determining the amount of            
reimbursement, the tax allocation agreement states that any profits or losses   
from new business activities acquired by Aerial or its subsidiaries after Aerial
leaves the TDS affiliated group will be disregarded. In addition, the tax       
allocation agreement states that reimbursement will not be required if at any   
time in the future Aerial becomes a member of another affiliated group in which 
Aerial is not the common parent or fewer than 500,000 Series A Common Shares are
outstanding. The tax allocation agreement also states that reimbursement will   
not be required on account of the income of any subsidiary of Aerial if more    
than 50% of the voting power or assets of such subsidiary is held by a person or
group other than a person or group owning more than 50% of the voting power of  
TDS.                                                                            

    Under the tax allocation agreement, rules similar to those described above
apply to any state or local franchise or income tax liabilities to which TDS and
Aerial and its subsidiaries are subject and which are required to be determined 
on a unitary, combined or consolidated basis.                                   

   On March 12, 1999, Aerial and TDS entered into a tax settlement agreement
pursuant to which TDS made a payment to Aerial of $114.5 million on March 15,   
1999. This payment represents a settlement of amounts that were anticipated to  
be due from TDS to Aerial in the future under the tax allocation agreement due  
to the use of Aerial losses by the TDS affiliated group for all periods ending  
on or before December 31, 1999. The March 15, 1999, tax settlement payment to   
Aerial was used to repay a portion of the existing Aerial Operating Company     
indebtedness to TDS under the TDS revolving credit agreement, which facilitates 
Aerial's interim financing plans. See "Revolving Credit Agreement." TDS         
currently anticipates that it will owe to Aerial an additional amount of        
approximately $21 million plus interest as a result of adjustments provided for 
in the tax settlement agreement. In addition, Aerial has made a claim in the    
amount of approximately $4.9 million dollars under the tax settlement agreement 
on the grounds that the tax settlement agreement contains an error in the       
application of the tax law. TDS disputes this claim. Under the Aerial           
reorganization agreement, this claim will be withdrawn by Aerial at the closing 
of the Aerial reorganization.                                                   

     It is currently anticipated that Aerial will continue to be included in the
TDS affiliated group filing consolidated federal income tax returns of TDS      
through and including the date of the Aerial reorganization. After the Aerial   
reorganization, Aerial will no longer be a member of the TDS affiliated group.  
In connection with the Aerial reorganization, the tax allocation agreement will 
be terminated on the effective date of the Aerial reorganization. The tax       
settlement agreement will continue in full force and effect in accordance with  
its terms after the Aerial reorganization.                                      

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Intercompany Agreement                                                

     TDS and Aerial are parties to an intercompany agreement relating to certain
services, transactions and relationships between TDS and Aerial. The            
intercompany agreement will be terminated in connection with the Aerial         
reorganization. However, many of the services currently provided under the      
existing intercompany agreement will continue on a transitional basis following 
the Aerial reorganization pursuant to the transition services agreement.        

Cash Management Agreement                                             

     Aerial is a party to a cash management agreement with TDS pursuant to which
Aerial deposits its excess cash with TDS for investment under TDS's cash        
management programs. The cash management agreement will be terminated in        
connection with the Aerial reorganization.                                      

Insurance Cost Sharing Agreement                                      

 Pursuant to an insurance cost sharing agreement between TDS and Aerial,
Aerial and its subsidiaries, and their officers, directors and employees, are   
afforded coverage under certain insurance policies purchased by TDS. The        
insurance cost sharing agreement will be terminated in connection with the      
Aerial reorganization. Certain arrangements currently provided under the        
existing insurance cost sharing agreement will continue following the Aerial    
reorganization pursuant to the transition services agreement.                   

Employee Benefit Plans Agreement                                      

    TDS and Aerial are parties to an employee benefit plans agreement relating
to certain arrangements between TDS and Aerial with respect to employee         
benefits. The employee benefit plans agreement will be terminated in connection 
with the Aerial reorganization. To the extent necessary, the arrangements under 
the existing employee benefit plans agreement have been addressed in the        
employee benefit plans separation agreement.                                    

Exchange Agreement                                                    

     Aerial and TDS are parties to an exchange agreement. The exchange agreement
grants TDS certain rights to subscribe to any issuance of Aerial Common Shares  
or other securities of Aerial. The exchange agreement also restricts the        
circumstances under which Aerial is entitled to claim that an opportunity,      
transaction, agreement or other arrangement to which TDS or any person in which 
TDS, or any person in which TDS has or acquires a financial interest, is or     
shall become a party, should be the property of Aerial or its subsidiaries. In  
addition, the exchange agreement provides that TDS or one of its affiliates,    
other than Aerial, may acquire an FCC license to provide PCS services or acquire
control of any entity which has such a license, but that TDS is obligated to    
offer to Aerial the opportunity to negotiate regarding the purchase by Aerial or
one of its subsidiaries of such license or business entity if the relevant FCC  
license is for (1) an MTA or (2) a BTA which is located, in whole or in part, in
an MTA in which Aerial or one of its subsidiaries has a direct or indirect      
interest. In addition, the exchange agreement gives Aerial a right of           
negotiation with respect to any PCS interest which any other TDS entity desires 
to sell.                                                                        

   In connection with the Aerial reorganization, the exchange agreement will
be terminated and cease to be of any effect.                                    

Registration Rights Agreement                                         

    Under a registration rights agreement, Aerial has agreed, upon the request
of TDS, to file one or more registration statements in order to permit TDS to   
offer and sell any debt or equity securities of                                 

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Aerial that TDS may hold at any time. This registration rights agreement will be
terminated in connection with the Aerial reorganization.                        

Revolving Credit Agreement                                            

     All of the outstanding financial obligations of Aerial and its subsidiaries
to TDS are incorporated under the revolving credit agreement between TDS and    
Aerial Operating Company, as amended. Under the TDS revolving credit agreement, 
Aerial Operating Company may borrow up to a maximum amount from TDS, which      
amount is reduced by the amount of certain financing obtained by Aerial         
Operating Company or Aerial, including the amount of any borrowings under the   
Nokia credit agreement.                                                         

  As of September 30, 1999, the maximum commitment under the TDS revolving
credit agreement was $775 million and the amount available for borrowing by     
Aerial Operating Company under the TDS revolving credit agreement was           
approximately $81 million.                                                      

On November 1, 1999, pursuant to the debt replacement agreement, $420 
million of the amount outstanding under the TDS revolving credit agreement was  
replaced with equity and certain modifications were made to the TDS revolving   
credit agreement. As a result, the maximum commitment under the TDS revolving   
credit agreement was reduced from $775 million to $355 million. Also on November
1, 1999, Sonera invested an aggregate amount of $230 million in Aerial and      
Aerial Operating Company. The funds invested by Sonera were used to repay       
outstanding debt under the TDS revolving credit agreement and are available to  
be drawn down by Aerial Operating Company under the TDS revolving credit        
agreement between November 1, 1999, and the closing of the Aerial               
reorganization. See "The Aerial Reorganization -- Agreements Relating to the    
Aerial Reorganization -- Debt Replacement Agreement." Any debt outstanding under
the TDS revolving credit agreement at the closing of the Aerial reorganization  
will continue to remain outstanding after the Aerial reorganization pursuant to 
an amended and restated TDS revolving credit agreement unless (1) the Omnipoint 
reorganization has been completed, (2) the anticipated $3.0 billion new credit  
facility currently under negotiation by VoiceStream has been completed and (3)  
VoiceStream is not obligated to purchase as a result of the Omnipoint           
reorganization certain outstanding Omnipoint debt. See "The Aerial              
Reorganization -- Agreements Relating to the Aerial Reorganization -- Amended   
and Restated Credit Agreement."                                                 

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VOICESTREAM HOLDINGS VOTING AGREEMENT 

The principal stockholders of VoiceStream are parties to an existing  
agreement which governs the voting of its principal stockholders. At the time   
the Omnipoint reorganization agreement was entered into, the parties to the     
VoiceStream voting agreement, which were Hellman & Friedman, Goldman Sachs &    
Co., John W. Stanton, Providence Media Partners L.P. and Hutchison PCS (USA) and
entities affiliated with each of them, and certain principal stockholders of    
Omnipoint, which were Allen & Co., MDCP, James J. Ross and entities affiliated  
with Douglas G. Smith, agreed to enter into a new voting agreement which would  
be effective on the closing of the Omnipoint reorganization and would apply to  
VoiceStream Holdings. As a result of the distribution by Hellman & Friedman and 
Providence Media Partners L.P. and entities affiliated with them of their shares
of VoiceStream to the beneficial owners of these entities, neither Hellman &    
Friedman nor Providence Media Partners L.P. will be a party to the new voting   
agreement.                                                                      

 Although the new VoiceStream Holdings voting agreement has not yet been
entered into, it is anticipated that the new agreement will provide, assuming   
the Aerial reorganization has not been completed, that the parties thereto will 
agree to vote their shares of VoiceStream Holdings common stock for the election
of a board consisting of 15 members, subject to adjustments, of the VoiceStream 
Holdings board designated as follows:                                           

    - Mr. Stanton, as long as he is the chief executive officer of VoiceStream
Holdings;                                                         

- One member designated by Mr. Stanton, so long as he or entities     
affiliated with him beneficially owns at least 4,500,000 shares of
VoiceStream Holdings common stock;                                

- Four members designated by Hutchison PCS (USA) and its affiliated   
  entities, which number of designees shall be subject to increases or
       decreases depending upon increases or reductions in Hutchison PCS (USA)'s
    percentage ownership of outstanding VoiceStream Holdings common stock,
   including shares of VoiceStream Holdings common stock issuable to the
   Hutchison PCS (USA) upon conversion of the Voice Stream Holdings 2.5%
Convertible Junior Preferred Stock.                               

- one member designated by the Goldman, Sachs & Co. and affiliated    
       entities, so long as the Goldman Sachs entities beneficially own at least
4,500,000 shares of VoiceStream Holdings common stock;            

- four members who were on the Omnipoint board prior to the Omnipoint 
  reorganization and who are selected by Omnipoint to serve during the
period from the closing of the Omnipoint reorganization until and 
including the second annual meeting of stockholders of VoiceStream
      Holdings taking place after the closing of the Omnipoint reorganization;
and                                                               

  - the remaining members of the board to be selected by a majority of the
persons selected as described above.                              

At the time the Aerial reorganization agreement was entered into, the 
parties to the VoiceStream voting agreement and TDS agreed to enter into an     
agreement which would be effective on the closing of the Aerial reorganization  
and would apply to VoiceStream Holdings. This agreement will provide that the   
parties thereto will agree to vote their shares of VoiceStream Holdings common  
stock for a board constituted as described above, with an additional member to  
be designated by TDS so long as TDS owns at least 4,500,000 shares of           
VoiceStream Holdings common stock; however, if TDS owns more than 9,800,000     
shares of VoiceStream Holdings common stock and Sonera owns less than 4,500,000 
shares of VoiceStream Holdings common stock, TDS will be entitled to designate  
two additional members. This agreement would not cover, and TDS would not be    
required to vote in favor of, the four Omnipoint designees as directors unless  
the Omnipoint principal stockholders                                            

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described above agree to enter into this agreement and the Omnipoint            
reorganization has been completed.                                              

At the time the stock purchase agreement for the $500 million Sonera  
investment in VoiceStream Holdings was entered into, the parties to the         
VoiceStream voting agreement and Sonera agreed to enter into an agreement which 
would be effective on the closing of the Omnipoint reorganization and would     
apply to VoiceStream Holdings. This agreement will provide that the parties     
thereto will agree to vote their shares of VoiceStream Holdings common stock for
a board constituted as described above, with an additional member to be         
designated by Sonera, so long as Sonera owns at least 4,500,000 shares of       
VoiceStream Holdings common stock; however, if Sonera owns more than 9,800,000  
shares of VoiceStream Holdings common stock and TDS owns less than 4,500,000    
shares of VoiceStream Holdings common stock, Sonera will be entitled to         
designate two additional members. This agreement would not cover, and Sonera    
would not be required to vote in favor of, the four Omnipoint designees as      
directors unless the Omnipoint principal stockholders described above agree to  
enter into this agreement.                                                      

   The parties to the VoiceStream voting agreement, TDS and Sonera have also
agreed to use reasonable efforts to include in one voting agreement among all of
the parties all of the above described rights and obligations; however, if all  
the parties do not so agree to enter into one voting agreement, there will be   
separate voting agreements as described above between the parties to the        
VoiceStream voting agreement, on the one hand, and each of Sonera, TDS and the  
principal stockholders of Omnipoint, on the other hand.                         

     Prior to the Omnipoint reorganization, in connection with their acquisition
of shares of Omnipoint Series A Preferred, under certain circumstances,         
VoiceStream and Hutchison PCS (USA) will have the right to jointly designate one
person to serve on the Omnipoint board of directors. This right is exercisable  
only if they beneficially own at least 7 1/2% of Omnipoint's outstanding equity 
securities and they have converted the Omnipoint Series A Preferred Stock owned 
by them into Omnipoint common stock.                                            

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THE INVESTMENTS 

HUTCHISON INVESTMENTS                                                           

At the same time that we entered into the Omnipoint reorganization    
agreement, Hutchison Telecommunications, Hutchison PCS (USA) and VoiceStream    
Holdings entered into agreements providing for the $957 million Hutchison       
investments. In the $957 million Hutchison investments, Hutchison PCS (USA)     
agreed to purchase shares of VoiceStream Holdings common stock for a purchase   
price of $29.00 per share and shares of VoiceStream Holdings 2.5% Convertible   
Junior Preferred Stock, for a purchase price of $100,000 per share. The total   
purchase price of the VoiceStream Holdings common stock and the VoiceStream     
Holdings 2.5% Convertible Junior Preferred Stock will be $957 million,          
consisting of $807 million in cash and $150 million in shares of Omnipoint      
Series A Preferred Stock purchased by Hutchison PCS (USA) from Omnipoint under a
securities purchase agreement. The Omnipoint Series A Preferred Stock, and all  
shares of Omnipoint common stock obtained prior to the Omnipoint reorganization 
on conversion of the Omnipoint Series A Preferred Stock, will be exchanged at   
the closing of the Omnipoint reorganization for VoiceStream Holdings common     
stock at a conversion price of $29.00 per share. Hutchison PCS (USA) has the    
right to determine the allocation between VoiceStream Holdings common stock and 
VoiceStream Holdings 2.5% Convertible Junior Preferred Stock that it will hold  
so long as it holds at least 18.6% of the total number of outstanding shares of 
VoiceStream Holdings common stock immediately after the closing of the Omnipoint
reorganization. The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock
is convertible at any time by Hutchison PCS (USA) at $29.00 a share.            

  VoiceStream Holdings entered into the $957 million Hutchison investments
because it believed that in order to successfully merge with Omnipoint, which   
was and remains substantially leveraged, VoiceStream Holdings would need        
additional equity. If the entire $957 million is used to purchase, or is        
converted into, VoiceStream Holdings common stock, at the completion of the     
Omnipoint reorganization, the total number of shares of VoiceStream Holdings    
common stock purchased as part of the $957 million Hutchison investments will be
33 million shares. After giving effect to the Omnipoint reorganization, the     
Aerial reorganization, the $957 million Hutchison investments and the $500      
million Sonera investment in VoiceStream Holdings, Hutchison PCS (USA) would own
55,899,252 shares (approximately 23%) of VoiceStream Holdings common stock. The 
consummation of the purchases will take place in connection with the completion 
of the Omnipoint reorganization.                                                

 The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock has no
voting rights, ranks senior to the VoiceStream Holdings common stock but junior 
to any other series or class of VoiceStream Holdings preferred stock which may  
be issued, provides for a 2.5% cumulative dividend payable at maturity (40 years
from the date of issuance), and may not be redeemed by VoiceStream Holdings     
(other than a mandatory redemption from a holder whose ownership of these shares
may result in the loss of a license or franchise from any governmental agency). 
The holders of VoiceStream Holdings 2.5% Convertible Junior Preferred Stock     
cannot require VoiceStream Holdings to redeem these shares prior to maturity.   
Upon conversion of the VoiceStream Holdings 2.5% Convertible Junior Preferred   
Stock any cumulative dividend outstanding on the shares so converted will be    
canceled. Upon a change of control of VoiceStream Holdings, VoiceStream Holdings
has the right to require the VoiceStream Holdings 2.5% Convertible Junior       
Preferred Stock to be converted into VoiceStream Holdings common stock.         

 Based on the last sale price of $112.69 for VoiceStream common stock on
January 14, 2000, such investment has an implied value of $3.7 billion,         
resulting in an implied unrealized gain to Hutchison PCS (USA) of $2.8 billion  
if the Omnipoint reorganization were to have been completed on that date. This  
unrealized gain is due to an increase in the market price of VoiceStream common 
stock since the time that the pricing of the transaction was negotiated.        

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$500 MILLION SONERA INVESTMENT                                                  

On September 17, 1999, VoiceStream Holdings and Sonera entered into an
agreement providing for the $500 million Sonera investment. In the $500 million 
Sonera investment, Sonera agreed to purchase at the closing of the Omnipoint    
reorganization 8,771,930 shares of VoiceStream Holdings common stock for an     
aggregate consideration of $500 million, at $57.00 per share. The $500 million  
Sonera investment is desirable to us in light of the fact that Omnipoint is     
substantially leveraged, and the $500 million Sonera investment will provide us 
with additional capital. Based on the last sale price of $112.69 for VoiceStream
common stock on January 14, 2000, such investment has an implied value of       
approximately $989 million, resulting in an unrealized gain to Sonera of        
approximately $489 million if the Omnipoint reorganization were to have been    
completed on that date. This unrealized gain is due primarily to an increase in 
the market price of VoiceStream common stock since the time that the pricing of 
such investment was negotiated.                                                 

$230 MILLION SONERA INVESTMENT                                                  

    As of September 17, 1999, TDS, Aerial, Aerial Operating Company and Sonera
entered into the settlement agreement and release providing for an investment by
Sonera in Aerial and Aerial Operating Company. In this transaction, on November 
1, 1999, Sonera invested an aggregate of $230 million in Aerial and Aerial      
Operating Company at an equivalent price of $22.00 per share of Aerial common   
stock. In this transaction, (1) Aerial issued to Sonera 3,409,091 Aerial Common 
Shares in consideration for $75 million, and (2) Aerial Operating Company issued
to Sonera 1,046,999 shares of Aerial Operating Company common stock in          
consideration for $155 million. Immediately prior to the Aerial reorganization, 
such 1,046,999 shares of Aerial Operating Company common stock will be exchanged
for 7,045,455 Aerial Common Shares. As a result, Sonera effectively acquired an 
aggregate of 10,454,546 Aerial Common Shares pursuant to the agreements entered 
into on September 17, 1999. Based on the exchange ratio of 0.455 and the last   
sale price of $112.69 for VoiceStream common stock on January 14, 2000, such    
10,454,546 Aerial Common Shares have an implied value of approximately $536     
million, resulting in an unrealized gain to Sonera of approximately $306        
million. This unrealized gain is due primarily to an increase in the market     
price of VoiceStream common stock since the time that the pricing of such       
investment was negotiated. See "Agreements Relating to the Aerial               
Reorganization -- Debt Replacement Agreement" and "Sonera Settlement Agreement  
and Release."                                                                   

$420 MILLION TDS DEBT REPLACEMENT                                               

As of September 17, 1999, TDS, Aerial, Aerial Operating Company,      
VoiceStream and VoiceStream Holdings entered into the debt replacement agreement
and TDS, Aerial, Aerial Operating Company and Sonera entered into the settlement
agreement and release, providing for the replacement of debt with equity. In    
this transaction, on November 1, 1999, TDS replaced $420 million of debt owed by
Aerial Operating Company to TDS under the TDS revolving credit agreement with   
Aerial equity at a price of $22.00 per share of Aerial common stock. In this    
transaction, Aerial issued to TDS an aggregate of 19,090,909 shares of Aerial   
common stock in consideration for the assignment by TDS to Aerial of $420       
million of debt under the TDS revolving credit agreement. Based on the exchange 
ratio of 0.455 and the last sale price of $112.69 for VoiceStream common stock  
on January 14, 2000, such 19,090,909 shares of Aerial common stock have an      
implied value of approximately $979 million, resulting in an unrealized gain to 
TDS of approximately $559 million. This unrealized gain is due primarily to an  
increase in the market price of VoiceStream common stock since the time that the
pricing of such transaction was negotiated. See "Agreements Relating to the     
Aerial Reorganization -- Debt Replacement Agreement" and "Sonera Settlement     
Agreement and Release."                                                         

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REGULATORY APPROVAL 

  The Communications Act and FCC rules require the FCC's prior approval of
the transfer of control of Omnipoint's, VoiceStream's and Aerial's PCS licenses 
to VoiceStream Holdings, as well as the assignment of Omnipoint's C and F Block 
PCS licenses to the two new Cook Inlet entities. Qualcomm has filed a petition  
to deny transfer of Omnipoint's New York MTA PCS license to VoiceStream with the
FCC.                                                                            

Completion of each of the reorganizations is conditioned, among other 
factors, upon grants of the requisite FCC consents becoming final. A "final" FCC
order is one that has not been stayed and is no longer subject to review by the 
FCC or the courts because the statutory period for seeking such review has      
expired without any request for review or stay pending. Following the FCC's     
grants of consents to the transfers, there may be post-grant challenges by      
private parties or actions by the FCC or the courts that would delay or prevent 
finality. The boards of directors of the parties to each reorganization, in the 
exercise of their business judgment, without seeking stockholder approval, may  
waive finality as a condition of closing.                                       

The provisions of the Exon-Florio amendment to the Omnibus Trade and  
Competitiveness Act of 1988 empower the president of the United States to       
prohibit or suspend an acquisition of, or investment in, a United States company
by a non-United States company if the president finds, after investigation,     
credible evidence that the non-United States company might take action that     
threatens to impair the national security of the United States and that         
provisions of existing law do not provide adequate and appropriate authority to 
protect the national security. Any determination that an investigation is called
for must be made within 30 days of notice of the proposed transaction. If a     
determination is made, any investigation must be completed within 45 days of the
determination and any decision to take action must be announced within 15 days  
of completion of the investigation. The Committee for Foreign Investment in the 
United States (CFIUS) is charged with reviewing certain investments by a        
non-United States company in a United States company, and to determine whether  
an investigation under the provisions of Exon-Florio should be conducted.       
VoiceStream has filed a voluntary notice under Exon-Florio requesting           
confirmation that the minority Hutchison investments in VoiceStream and         
VoiceStream Holdings do not raise concerns under the Exon-Florio amendment.     

    On October 5, 1999, the Federal Bureau of Investigation and the Department
of Justice filed a petition with the FCC seeking the deferral by the FCC of     
action on VoiceStream's applications for transfer of control of the Omnipoint   
FCC licenses pending execution of an agreement between VoiceStream Holdings and 
the FBI and DOJ to address national security concerns of such agencies.         
Negotiations with DOJ staff relating to this agreement have concluded,          
VoiceStream has signed the agreement, and final approval and signature by the   
FBI and DOJ could take several weeks.                                           

 On December 23, 1999, the FCC granted Special Temporary Authority until
January 31, 2000 to certain Omnipoint subsidiaries holding PCS licenses in BTAs 
within the Washington-Baltimore Major Trading Area to operate outside of their  
licensed frequency bands on 20 MHz of the 30 MHz of spectrum comprising PCS     
frequency Block A. A subsidiary of Sprint Corporation holds the Block A PCS     
license for the MTA and has consented to such out-of-band operation by the      
Omnipoint licensees for a period of six months on 20 MHz, and for a year        
thereafter on 10 MHz as part of the acquisition from Sprint of the              
Washington/Baltimore infrastructure equipment. VoiceStream has provided         
approximately $153 million to a joint venture entity with Omnipoint to purchase 
the network and for operating expenses and in return therefor VoiceStream will  
acquire a 75% ownership interest in that joint venture. The Omnipoint licensees 
have agreed to make available to the joint venture on a wholesale basis the PCS 
Block A spectrum authorized for use under the Special Temporary Authority during
an 18 month transition period during which the Omnipoint licensees will clear   
their permanently authorized spectrum of incumbent microwave users. The Special 
Temporary Authority will, therefore, have to be extended, and there is no       
guarantee that the                                                              

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FCC will grant such extensions. The Special Temporary Authority is conditioned, 
among other factors, upon a certification by the Omnipoint licensees that they  
will retain control of their authorized spectrum and upon the Omnipoint         
licensees and Sprint filing a request for a waiver concerning the out-of-band   
operations authorized by the Special Temporary Authority by January 7, 2000.    
There is no guarantee that the FCC will not terminate the Special Temporary     
Authority at any time, at its own discretion.                                   

On December 1 and 2, 1999, VoiceStream and Aerial filed applications  
requesting consent to the Aerial reorganization with the FCC. The applications  
were listed on public notice as accepted for filing on January 7, 2000. Such    
notice commenced a 30-day period in which interested parties may file comments  
or petitions to deny.                                                           

     Closing of each of the reorganizations will result in VoiceStream Holdings'
attribution with spectrum in excess of the FCC's spectrum aggregation limits.   
Temporary waivers of such limits have been sought in connection with the        
respective reorganization applications and are expected to be acted upon at the 
time the FCC acts on such applications.                                         

We currently anticipate FCC action on all applications necessary for  
completion of the Omnipoint reorganization by the end of February 2000 and for  
completion of the Aerial reorganization by the end of April 2000.               

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FINANCIAL INFORMATION 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS                     

   The following unaudited pro forma condensed combined financial statements
combine the historical consolidated balance sheets and statements of operations 
of VoiceStream, Omnipoint and Aerial. These financial statements give effect to 
each of the Omnipoint reorganization and the Aerial reorganization using the    
purchase method of accounting for a business combination for both.              

To aid you in your analysis of the financial aspects of each of these 
reorganizations, both individually and combined, we have presented this set of  
pro forma condensed combined financial statements demonstrating first, the      
financial aspects of the Omnipoint reorganization on a stand-alone basis and    
then, adding in the effect of the Aerial reorganization to demonstrate the      
financial aspects of the combined reorganizations. We have also presented a set 
of pro forma condensed combined financial statements demonstrating the financial
aspects of the Aerial reorganization on a stand-alone basis.                    

We derived this information from the audited consolidated financial   
statements of VoiceStream, Omnipoint and Aerial for the year ended December 31, 
1998 and from the unaudited consolidated financial statements of VoiceStream,   
Omnipoint and Aerial as of and for the nine months ended September 30, 1999.    
This information is only a summary and you should read it in conjunction with   
the historical financial statements and related notes contained in the annual   
reports of VoiceStream, Omnipoint and Aerial and other information that has been
filed with the SEC and incorporated by reference. See "Where You Can Find More  
Information."                                                                   

     The unaudited pro forma condensed combined statements of operations for the
nine months ended September 30, 1999 and for the year ended December 31, 1998,  
assume each reorganization was effected on January 1, 1998. The unaudited pro   
forma condensed combined balance sheet as of September 30, 1999 gives effect to 
each reorganization as if it had occurred on September 30, 1999. The accounting 
policies of VoiceStream, Omnipoint and Aerial are substantially comparable.     
Certain reclassifications have been made to Omnipoint's and Aerial's historical 
presentation to conform to VoiceStream's presentation. These reclassifications  
do not materially impact Omnipoint's or Aerial's operations or financial        
position for the periods presented.                                             

We are providing the unaudited pro forma condensed combined financial 
information for illustrative purposes only. The companies may have performed    
differently had they always been combined. You should not rely on the pro forma 
combined financial information as being indicative of the historical results    
that would have been achieved had the companies always been combined or the     
future results that the combined company will experience after the              
reorganizations.                                                                

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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(OMNIPOINT REORGANIZATION ONLY AND OMNIPOINT REORGANIZATION AND AERIAL
REORGANIZATION) 
SEPTEMBER 30, 1999
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                             OMNIPOINT                                           
                                                              COOK INLET   REORGANIZATION               VOICESTREAM              
                                  VOICESTREAM    OMNIPOINT    ADJUSTMENT    ADJUSTMENTS                AND OMNIPOINT    AERIAL   
                                  -----------   -----------   ----------   --------------              -------------  ---------- 
                                    NOTE 1A       NOTE 1B       NOTE 2                                                 NOTE 1C   
                                                                                                                                 
ASSETS                                                                                                                           
Current assets:                                                                                                                  
 Cash and cash equivalents......  $  798,796    $   416,687                  $ (529,991)   Note 3       $2,007,142    $   46,320 
                                                                                 32,650    Note 3b                               
                                                                                (18,000)   Note 3f                               
                                                                                807,000    Note 4                                
                                                                                500,000    Note 9                                
 Accounts receivable, net.......      75,931         64,089   $  (4,433)                                   135,587        31,139 
 Inventory......................      21,011         49,593                                                 70,604         9,012 
 Prepaid expenses and other                                                                                                      
   current assets...............      12,887         14,430      (1,789)                                    25,528         4,105 
                                  ----------    -----------   ---------      ----------                 ----------    ---------- 
     Total current assets.......     908,625        544,799      (6,222)        791,659                  2,238,861        90,576 
                                  ----------    -----------   ---------      ----------                 ----------    ---------- 
Property and equipment, net.....     770,170      1,060,078    (164,707)                                 1,665,541       574,382 
Licensing costs and other                                                                                                        
 intangible assets, net.........     362,643        726,405    (225,499)      3,906,297    Note 3        4,769,846       324,807 
Investment in and advances to                                                                                                    
 unconsolidated affiliates......     252,364            999      67,859          39,099    Note 3g         210,321         2,455 
                                                                               (150,000)   Note 5, 8                             
Other assets....................      14,110         26,492      (7,130)                                    33,472           277 
                                  ----------    -----------   ---------      ----------                 ----------    ---------- 
                                  $2,307,912    $ 2,358,773   $(335,699)     $4,587,055                 $8,918,041    $  992,497 
                                  ==========    ===========   =========      ==========                 ==========    ========== 
LIABILITIES AND SHAREHOLDERS'                                                                                                    
 EQUITY                                                                                                                          
Current liabilities:                                                                                                             
 Accounts payable...............  $   85,010    $   117,679   $  (4,586)                                $  198,103    $   37,039 
 Accrued liabilities............     100,033        158,333      (9,509)                                   248,857        29,746 
 Current portion of long-term                                                                                                    
   debt.........................                    141,572      (5,995)                                   135,577        82,372 
                                  ----------    -----------   ---------                                 ----------    ---------- 
     Total current                                                                                                               
       liabilities..............     185,043        417,584     (20,090)                                   582,537       149,157 
                                  ----------    -----------   ---------                                 ----------    ---------- 
Long-term debt (Note 6).........   2,003,657      2,716,249    (315,609)                                 4,404,297       246,123 
                                  ----------    -----------   ---------                                 ----------    ---------- 
Deferred tax liability, net.....                                                                                          18,027 
                                                                                                                      ---------- 

Contingencies (See Notes)                                                                                                        

VoiceStream Holdings Junior                                                                                                      
 Preferred......................                                             $  633,000    Note 4          633,000               
                                                                             ----------                 ----------               

Shareholders' equity (deficit):                                                                                                  
 Common stock and paid-in                                                                                                        
   capital......................   1,054,911        311,353                   1,584,995    Note 3        4,236,185       984,490 
                                                                                770,000    Note 3e                               
                                                                                150,000    Note 5, 8                             
                                                                                174,000    Note 4                                
                                                                               (309,074)   Note 7                                
                                                                                500,000    Note 9                                
 Series A Common Shares and                                                                                                      
   paid-in capital..............                                                                                         324,331 
 Omnipoint 7% Convertible                                                                                                        
   Preferred....................                    291,880                    (291,880)   Note 3b                               
 Series A Preferred.............                    300,000                    (300,000)   Notes 5, 8                            
 Deferred compensation..........     (24,503)       (10,228)                     10,228    Note 7          (24,503)              
 Notes receivable from                                                                                                           
   shareholders.................                     (2,279)                                                (2,279)              
 Accumulated deficit............    (911,196)    (1,665,786)                  1,665,786    Note 7         (911,196)     (729,631)
                                  ----------    -----------   ---------      ----------                 ----------    ---------- 
     Total shareholders' equity                                                                                                  
       (deficit)................     119,212       (775,060)                  3,954,055                  3,298,207       579,190 
                                  ----------    -----------   ---------      ----------                 ----------    ---------- 
                                  $2,307,912    $ 2,358,773   $(335,699)     $4,587,055                 $8,918,041    $  992,497 
                                  ==========    ===========   =========      ==========                 ==========    ========== 


                                     AERIAL                  VOICESTREAM,                                                        
                                 REORGANIZATION              OMNIPOINT AND                                                       
                                  ADJUSTMENTS                   AERIAL                                                           
                                 --------------              -------------                                                       

                                                                                                                                 
ASSETS                                                                                                                           
Current assets:                                                                                                                  
 Cash and cash equivalents......  $   (82,372)    Note 12     $ 1,955,590                                                        
                                                  Note                                                                           
                                      (15,500)    10g                                                                            
 Accounts receivable, net.......                                  166,726                                                        
 Inventory......................                                   79,616                                                        
 Prepaid expenses and other                                                                                                      
   current assets...............                                   29,633                                                        
                                  -----------                 -----------                                                        
     Total current assets.......      (97,872)                  2,231,565                                                        
                                  -----------                 -----------                                                        
Property and equipment, net.....                                2,239,923                                                        
Licensing costs and other                                                                                                        
 intangible assets, net.........    4,351,233     Note 10       9,445,886                                                        
Investment in and advances to                                                                                                    
 unconsolidated affiliates......                                  212,776                                                        
Other assets....................                                   33,749                                                        
                                  -----------                 -----------                                                        
                                  $ 4,253,361                 $14,163,899                                                        
                                  ===========                 ===========                                                        
LIABILITIES AND SHAREHOLDERS'                                                                                                    
 EQUITY                                                                                                                          
Current liabilities:                                                                                                             
 Accounts payable...............                              $   235,142                                                        
 Accrued liabilities............                                  278,603                                                        
 Current portion of long-term                                                                                                    
   debt.........................  $   (82,372)    Note 12         135,577                                                        
                                  -----------                 -----------                                                        
     Total current                                                                                                               
       liabilities..............      (82,372)                    649,322                                                        
                                  -----------                 -----------                                                        
Long-term debt (Note 6).........                                4,650,420                                                        
                                                              -----------                                                        
Deferred tax liability, net.....                                   18,027                                                        
                                                              -----------                                                        
Contingencies (See Notes)                                                                                                        
VoiceStream Holdings Junior                                                                                                      
 Preferred......................                                  633,000                                                        
                                                              -----------                                                        
Shareholders' equity (deficit):                                                                                                  
 Common stock and paid-in                                                                                                        
   capital......................    4,871,923     Note 10       9,151,108                                                        
                                                  Note                                                                           
                                       43,000     10f                                                                            
                                     (984,490)    Note 11                                                                        
 Series A Common Shares and                                                                                                      
   paid-in capital..............     (324,331)    Note 11                                                                        
 Omnipoint 7% Convertible                                                                                                        
   Preferred....................                                                                                                 
 Series A Preferred.............                                                                                                 
 Deferred compensation..........                                  (24,503)                                                       
 Notes receivable from                                                                                                           
   shareholders.................                                   (2,279)                                                       
 Accumulated deficit............      729,631     Note 11        (911,196)                                                       
                                  -----------                 -----------                                                        
     Total shareholders' equity                                                                                                  
       (deficit)................    4,335,733                   8,213,130                                                        
                                  -----------                 -----------                                                        
                                  $ 4,253,361                 $14,163,899                                                        
                                  ===========                 ===========                                                        

    See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(OMNIPOINT REORGANIZATION ONLY AND OMNIPOINT REORGANIZATION AND AERIAL
REORGANIZATION) 
NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                        OMNIPOINT              VOICESTREAM            
                                                        COOK INLET    REORGANIZATION               AND                
                             VOICESTREAM   OMNIPOINT    ADJUSTMENT     ADJUSTMENTS              OMNIPOINT    AERIAL   
                             -----------   ---------   -------------  --------------           -----------  --------- 
                               NOTE 1A      NOTE 1B       NOTE 2                                             NOTE 1C  
                                                                                                                      
Revenues:                                                                                                             
Subscriber revenues........   $ 245,209    $200,607      $(26,821)                              $ 418,995   $ 139,974 
 Roamer revenues...........       6,205      19,135        (2,075)                                 23,265       4,128 
 Equipment revenues........      48,554      40,595        (5,519)                                 83,630      21,134 
 License fees and                                                                                                     
   engineering services....                   2,521                                                 2,521             
                              ---------    ---------     --------                               ---------   --------- 
    Total revenues.........     299,968     262,858       (34,415)                                528,411     165,236 
                              ---------    ---------     --------                               ---------   --------- 
Operating expenses:                                                                                                   
 Cost of service...........      62,375     103,881       (18,674)                                147,582      50,303 
 Cost of equipment sales...      93,904     114,286       (17,263)                                190,927      39,671 
 Cost of engineering                                                                                                  
   services................                   1,831                                                 1,831             
 Research and development..                   1,832                                                 1,832             
 General and                                                                                                          
   administrative..........      83,938     120,656        (5,273)                                199,321      99,654 
 Sales and marketing.......     134,689     114,422       (15,943)                                233,168      54,742 
 Depreciation and                                                                                                     
   amortization............      96,280     143,360       (19,760)      $ 139,278    Note 13      359,158      66,681 
 Stock based                                                                                                          
   compensation............      53,935       5,478                                                59,413             
                              ---------    ---------     --------       ---------               ---------   --------- 
    Total operating                                                                                                   
      expenses.............     525,121     605,746       (76,913)        139,278               1,193,232     311,051 
                              ---------    ---------     --------       ---------               ---------   --------- 
Operating loss.............    (225,153)   (342,888)       42,498        (139,278)               (664,821)   (145,815)
                              ---------    ---------     --------       ---------               ---------   --------- 
Other income (expense):                                                                                               
 Interest and financing                                                                                               
   expense, net............     (66,402)   (192,639)       25,195           7,602    Note 1a     (226,244)    (16,040)
 Equity in net loss of                                                                                                
   unconsolidated                                                                    Notes 2,                         
   affiliates..............     (34,139)     (4,718)      (40,169)         (1,283)   14           (80,309)       (100)
 Interest income and other                                                                                            
   (expense), net..........      15,055       8,559           760                                  24,374      (2,625)
 Gain on sale of subsidiary                                                                                           
   stock...................                  37,120                                                37,120             
 Minority share of loss....                                                                                     5,381 
                              ---------    ---------     --------       ---------               ---------   --------- 
    Total other income                                                                                                
      (expense)............     (85,486)   (151,678)      (14,214)          6,319                (245,059)    (13,384)
                              ---------    ---------     --------       ---------               ---------   --------- 
    Loss before income                                                                                                
      taxes................    (310,639)   (494,566)       28,284        (132,959)               (909,880)   (159,199)
Income tax benefit.........                                                                                   112,654 
                              ---------    ---------     --------       ---------               ---------   --------- 
    Net (loss) income......   $(310,639)   $(494,566)    $ 28,284       $(132,959)              $(909,880)  $ (46,545)
                              =========    =========     ========       =========               =========   ========= 


                                 AERIAL               VOICESTREAM                                                     
                             REORGANIZATION            OMNIPOINT                                                      
                              ADJUSTMENTS             AND AERIAL                                                      
                             --------------           -----------                                                     

                                                                                                                      
Revenues:                                                                                                             
Subscriber revenues........                           $   558,969                                                     
 Roamer revenues...........                                27,393                                                     
 Equipment revenues........                               104,764                                                     
 License fees and                                                                                                     
   engineering services....                                 2,521                                                     
                                                      -----------                                                     
    Total revenues.........                               693,647                                                     
                                                      -----------                                                     
Operating expenses:                                                                                                   
 Cost of service...........                               197,885                                                     
 Cost of equipment sales...                               230,598                                                     
 Cost of engineering                                                                                                  
   services................                                 1,831                                                     
 Research and development..                                 1,832                                                     
 General and                                                                                                          
   administrative..........                               298,975                                                     
 Sales and marketing.......                               287,910                                                     
 Depreciation and                                                                                                     
   amortization............    $ 158,729    Note 13       584,568                                                     
 Stock based                                                                                                          
   compensation............                                59,413                                                     
                               ---------              -----------                                                     
    Total operating                                                                                                   
      expenses.............      158,729                1,663,012                                                     
                               ---------              -----------                                                     
Operating loss.............     (158,729)                (969,365)                                                    
                               ---------              -----------                                                     
Other income (expense):                                                                                               
 Interest and financing                                                                                               
   expense, net............                              (242,284)                                                    
 Equity in net loss of                                                                                                
   unconsolidated                                                                                                     
   affiliates..............                               (80,409)                                                    
 Interest income and other                                                                                            
   (expense), net..........                                21,749                                                     
 Gain on sale of subsidiary                                                                                           
   stock...................                                37,120                                                     
 Minority share of loss....       (5,381)   Note 15                                                                   
                               ---------              -----------                                                     
    Total other income                                                                                                
      (expense)............       (5,381)                (263,824)                                                    
                               ---------              -----------                                                     
    Loss before income                                                                                                
      taxes................     (164,110)              (1,233,189)                                                    
Income tax benefit.........                               112,654                                                     
                               ---------              -----------                                                     
    Net (loss) income......    $(164,110)             $(1,120,535)                                                    
                               =========              ===========                                                     

                                                        [Enlarge/Download Table]
                                                                                     
Pro forma loss per common share calculation (Note 16):                               
Net loss.................................................... $(909,880)  $(1,120,535)
 Preferred dividends attributable to VoiceStream Holdings                            
   Junior Preferred.........................................   (10,275)      (10,275)
                                                             ---------   ----------- 
 Net loss attributable to common shareholders............... $(920,155)  $(1,130,810)
                                                             =========   =========== 
 Weighted average common shares used in computing basic and                          
   diluted loss per common share............................   151,520       203,469 
                                                             =========   =========== 
 Basic and diluted loss per common share.................... $   (6.07)  $     (5.56)
                                                             =========   =========== 

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 

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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(OMNIPOINT REORGANIZATION ONLY AND OMNIPOINT REORGANIZATION AND AERIAL
REORGANIZATION) 
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                            OMNIPOINT               VOICESTREAM              
                                                            COOK INLET    REORGANIZATION                AND                  
                               VOICESTREAM    OMNIPOINT     ADJUSTMENT     ADJUSTMENTS               OMNIPOINT      AERIAL   
                               -----------   -----------   -------------  --------------            -----------   ---------- 
                                 NOTE 1A       NOTE 1B        NOTE 2                                               NOTE 1C   
                                                                                                                             
Revenues:                                                                                                                    
Subscriber revenues...........  $ 123,966     $ 127,594      $(15,681)                              $  235,879    $  121,160 
 Roamer revenues..............      3,506         9,999          (500)                                  13,005         3,231 
 Equipment revenues...........     40,490        26,616        (2,175)                                  64,931        31,514 
 License fees and engineering                                                                                                
   services...................                    4,784                                                  4,784               
                                ---------     ---------      --------                               -----------   ---------- 
     Total revenues...........    167,962       168,993       (18,356)                                 318,599       155,905 
                                ---------     ---------      --------                               -----------   ---------- 
Operating expenses:                                                                                                          
 Cost of service..............     50,978       120,634       (16,442)                                 155,170        57,396 
 Cost of equipment sales......     77,071       100,074        (9,994)                                 167,151        87,715 
 Cost of engineering                                                                                                         
   services...................                    4,168                                                  4,168               
 Research and development.....                   16,639                                                 16,639               
 General and administrative...     75,343       128,031       (10,405)                                 192,969       139,458 
 Sales and marketing..........     85,447       127,211       (19,300)                                 193,358        67,920 
 Depreciation and                                                                                                            
   amortization...............     83,767       129,043       (21,690)      $ 185,703     Note 13      376,823        83,401 
                                ---------     ---------      --------       ---------               -----------   ---------- 
     Total operating                                                                                                         
       expenses...............    372,606       625,800       (77,831)        185,703                1,106,278       435,890 
                                ---------     ---------      --------       ---------               -----------   ---------- 
Operating loss................   (204,644)     (456,807)       59,475        (185,703)                (787,679)     (279,985)
                                ---------     ---------      --------       ---------               -----------   ---------- 
Other income (expense):                                                                                                      
 Interest and financing                                                                                                      
   expense, net...............    (47,258)     (187,187)       30,569          13,140     Note 1a     (190,736)      (18,010)
 Equity in net loss of                                                                                                       
   unconsolidated                                                                         Notes 2,                           
   affiliates.................    (24,120)      (11,879)      (59,825)         (1,711)    14           (97,535)         (128)
 Interest income and other,                                                                                                  
   net........................      8,616         3,206         1,264                                   13,086         1,324 
 Minority share of loss.......                                                                                        23,620 
                                ---------     ---------      --------       ---------               -----------   ---------- 
     Total other income                                                                                                      
       (expense)..............    (62,762)     (195,860)      (27,992)         11,429                 (275,185)        6,806 
                                ---------     ---------      --------       ---------               -----------   ---------- 
     Loss before income                                                                                                      
       taxes..................   (267,406)     (652,667)       31,483        (174,274)              (1,062,864)     (273,179)
Income tax expense............                                                                                        (2,579)
                                ---------     ---------      --------       ---------               -----------   ---------- 
       Net (loss) income......  $(267,406)    $(652,667)     $ 31,483       $(174,274)              $(1,062,864)  $ (275,758)
                                =========     =========      ========       =========               ===========   ========== 


                                   AERIAL                 VOICESTREAM,                                                       
                               REORGANIZATION              OMNIPOINT                                                         
                                ADJUSTMENTS                AND AERIAL                                                        
                               --------------             ------------                                                       

                                                                                                                             
Revenues:                                                                                                                    
Subscriber revenues...........                            $   357,039                                                        
 Roamer revenues..............                                 16,236                                                        
 Equipment revenues...........                                 96,445                                                        
 License fees and engineering                                                                                                
   services...................                                  4,784                                                        
                                                          -----------                                                        
     Total revenues...........                                474,504                                                        
                                                          -----------                                                        
Operating expenses:                                                                                                          
 Cost of service..............                                212,566                                                        
 Cost of equipment sales......                                254,866                                                        
 Cost of engineering                                                                                                         
   services...................                                  4,168                                                        
 Research and development.....                                 16,639                                                        
 General and administrative...                                332,427                                                        
 Sales and marketing..........                                261,278                                                        
 Depreciation and                                                                                                            
   amortization...............   $ 211,639      Note 13       671,863                                                        
                                 ---------                -----------                                                        
     Total operating                                                                                                         
       expenses...............     211,639                  1,753,807                                                        
                                 ---------                -----------                                                        
Operating loss................    (211,639)                (1,279,303)                                                       
                                 ---------                -----------                                                        
Other income (expense):                                                                                                      
 Interest and financing                                                                                                      
   expense, net...............                               (208,746)                                                       
 Equity in net loss of                                                                                                       
   unconsolidated                                                                                                            
   affiliates.................                                (97,663)                                                       
 Interest income and other,                                                                                                  
   net........................                                 14,410                                                        
 Minority share of loss.......     (23,620)     Note 15                                                                      
                                 ---------                -----------                                                        
     Total other income                                                                                                      
       (expense)..............     (23,620)                  (291,999)                                                       
                                 ---------                -----------                                                        
     Loss before income                                                                                                      
       taxes..................    (235,259)                (1,571,302)                                                       
Income tax expense............                                 (2,579)                                                       
                                 ---------                -----------                                                        
       Net (loss) income......   $(235,259)               $(1,573,881)                                                       
                                 =========                ===========                                                        

                                                        [Enlarge/Download Table]
                                                                                       
Pro forma loss per common share calculation (Note 16):                                 
Net loss.................................................... $(1,062,864)  $(1,573,881)
 Preferred dividends attributable to VoiceStream Holdings                              
   Junior Preferred.........................................    (13,700)       (13,700)
                                                             -----------   ----------- 
 Net loss attributable to common shareholders............... $(1,076,564)  $(1,587,581)
                                                             ===========   =========== 
 Weighted average common shares used in computing basic and                            
   diluted loss per common share............................    147,042        198,991 
                                                             ===========   =========== 
 Basic and diluted loss per common share.................... $    (7.32)   $     (7.98)
                                                             ===========   =========== 

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 
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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(AERIAL REORGANIZATION ONLY)
SEPTEMBER 30, 1999
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                  AERIAL                           
                                                              REORGANIZATION            VOICESTREAM
                                    VOICESTREAM    AERIAL      ADJUSTMENTS              AND AERIAL 
                                    -----------  ----------   --------------            -----------
                                      NOTE 1A     NOTE 1C                                          
                                                                                                   
ASSETS                                                                                             
Current assets:                                                                                    
  Cash and cash equivalents........ $  798,796   $   46,320     $  (82,372)   Note 12   $  747,244 
                                                                   (15,500)   Note 10g             
  Accounts receivable, net.........     75,931       31,139                                107,070 
  Inventory........................     21,011        9,012                                 30,023 
  Prepaid expenses and other                                                                       
     current assets................     12,887        4,105                                 16,992 
                                    ----------   ----------     ----------              ---------- 
          Total current assets.....    908,625       90,576        (97,872)                901,329 
                                    ----------   ----------     ----------              ---------- 
Property and equipment, net........    770,170      574,382                              1,344,552 
Licensing costs and other                                                                          
  intangible assets, net...........    362,643      324,807      4,351,233    Note 10    5,038,683 
Investment in and advances to                                                                      
  unconsolidated affiliates........    252,364        2,455                                254,819 
Other assets.......................     14,110          277                                 14,387 
                                    ----------   ----------     ----------              ---------- 
                                    $2,307,912   $  992,497     $4,253,361              $7,553,770 
                                    ==========   ==========     ==========              ========== 

LIABILITIES AND SHAREHOLDERS'                                                                      
  EQUITY                                                                                           
Current liabilities:                                                                               
  Accounts payable................. $   85,010   $   37,039                             $  122,049 
  Accrued liabilities..............    100,033       29,746                                129,779 
  Current portion of long-term                                                                     
     debt..........................                  82,372     $  (82,372)   Note 12              
                                    ----------   ----------     ----------              ---------- 
          Total current                                                                            
            liabilities............    185,043      149,157        (82,372)                251,828 
                                    ----------   ----------     ----------              ---------- 
Long-term debt (Note 6)............  2,003,657      246,123                              2,249,780 
                                    ----------   ----------                             ---------- 
Deferred tax liability, net........                  18,027                                 18,027 
                                                 ----------                             ---------- 

Contingencies (See Notes)                                                                          
Shareholders' equity:                                                                              
  Common stock and paid-in                                                                         
     capital.......................  1,054,911      984,490      4,871,923    Note 10    5,969,834 
                                                                    43,000    Note 10f             
                                                                  (984,490)   Note 11              
  Series A Common Shares and                                                                       
     paid-in capital...............                 324,331       (324,331)   Note 11              
  Deferred compensation............    (24,503)                                            (24,503)
  Accumulated deficit..............   (911,196)    (729,631)       729,631    Note 11     (911,196)
                                    ----------   ----------     ----------              ---------- 
          Total shareholders'                                                                      
            equity.................    119,212      579,190      4,335,733               5,034,135 
                                    ----------   ----------     ----------              ---------- 
                                    $2,307,912   $  992,497     $4,253,361              $7,553,770 
                                    ==========   ==========     ==========              ========== 

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 
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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(AERIAL REORGANIZATION ONLY)
NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                AERIAL                          
                                                            REORGANIZATION           VOICESTREAM
                                   VOICESTREAM   AERIAL      ADJUSTMENTS             AND AERIAL 
                                   -----------  ---------   --------------           -----------
                                     NOTE 1A     NOTE 1C                                        
                                                                                                
Revenues:                                                                                       
Subscriber revenues...............  $ 245,209   $ 139,974                             $ 385,183 
  Roamer revenues.................      6,205       4,128                                10,333 
  Equipment revenues..............     48,554      21,134                                69,688 
                                    ---------   ---------                             --------- 
          Total revenues..........    299,968     165,236                               465,204 
                                    ---------   ---------                             --------- 
Operating expenses:                                                                             
  Cost of service.................     62,375      50,303                               112,678 
  Cost of equipment sales.........     93,904      39,671                               133,575 
  General and administrative......     83,938      99,654                               183,592 
  Sales and marketing.............    134,689      54,742                               189,431 
  Depreciation and amortization...     96,280      66,681     $ 158,729     Note 13     321,690 
  Stock based compensation........     53,935                                            53,935 
                                    ---------   ---------     ---------               --------- 
          Total operating                                                                       
             expenses.............    525,121     311,051       158,729                 994,901 
                                    ---------   ---------     ---------               --------- 
Operating loss....................   (225,153)   (145,815)     (158,729)               (529,697)
                                    ---------   ---------     ---------               --------- 
Other income (expense):                                                                         
  Interest and financing expense,                                                               
     net..........................    (66,402)    (16,040)                              (82,442)
  Equity in net loss of                                                                         
     unconsolidated affiliates....    (34,139)       (100)                              (34,239)
  Interest income and other                                                                     
     (expense), net...............     15,055      (2,625)                               12,430 
  Minority share of loss..........                  5,381        (5,381)    Note 15             
                                    ---------   ---------     ---------               --------- 
          Total other income                                                                    
             (expense)............    (85,486)    (13,384)       (5,381)               (104,251)
                                    ---------   ---------     ---------               --------- 
          Loss before income                                                                    
             taxes................   (310,639)   (159,199)     (164,110)               (633,948)
Income tax benefit................                112,654                               112,654 
                                    ---------   ---------     ---------               --------- 
          Net (loss) income.......  $(310,639)  $ (46,545)    $(164,110)              $(521,294)
                                    =========   =========     =========               ========= 

                                                                [Download Table]
                                                                        
Pro forma loss per common share calculation (Note 16):                  
Net loss attributable to common shareholders................  $(521,294)
                                                              ========= 
Weighted average common shares used in computing basic and              
  diluted loss per common                                               
  share.....................................................    147,544 
                                                              ========= 
Basic and diluted loss per common share.....................  $   (3.53)
                                                              ========= 

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 
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VOICESTREAM WIRELESS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(AERIAL REORGANIZATION ONLY)
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                   AERIAL                          
                                                               REORGANIZATION           VOICESTREAM
                                      VOICESTREAM    AERIAL     ADJUSTMENTS             AND AERIAL 
                                      -----------  ----------  --------------           -----------
                                        NOTE 1A     NOTE 1C                                        
                                                                                                   
Revenues:                                                                                          
  Subscriber revenues................  $ 123,966   $ 121,160                             $ 245,126 
  Roamer revenues....................      3,506       3,231                                 6,737 
  Equipment revenues.................     40,490      31,514                                72,004 
                                       ---------   ---------                             --------- 
          Total revenues.............    167,962     155,905                               323,867 
                                       ---------   ---------                             --------- 
Operating expenses:                                                                                
  Cost of services...................     50,978      57,396                               108,374 
  Cost of equipment sales............     77,071      87,715                               164,786 
  General and administrative.........     75,343     139,458                               214,801 
  Sales and marketing................     85,447      67,920                               153,367 
  Depreciation and amortization......     83,767      83,401     $ 211,639     Note 13     378,807 
                                       ---------   ---------     ---------               --------- 
          Total operating expenses...    372,606     435,890       211,639               1,020,135 
                                       ---------   ---------     ---------               --------- 
Operating loss.......................   (204,644)   (279,985)     (211,639)               (696,268)
                                       ---------   ---------     ---------               --------- 
Other income (expense):                                                                            
  Interest and financing expense,                                                                  
     net.............................    (47,258)    (18,010)                              (65,268)
  Equity in net loss of                                                                            
     unconsolidated affiliates.......    (24,120)       (128)                              (24,248)
  Interest income and other, net.....      8,616       1,324                                 9,940 
  Minority share of loss.............                 23,620       (23,620)    Note 15             
                                       ---------   ---------     ---------               --------- 
          Total other income                                                                       
             (expense)...............    (62,762)      6,806       (23,620)                (79,576)
                                       ---------   ---------     ---------               --------- 
          Loss before income taxes...   (267,406)   (273,179)     (235,259)               (775,844)
Income tax expense...................                 (2,579)                               (2,579)
                                       ---------   ---------     ---------               --------- 
          Net loss...................  $(267,406)  $(275,758)    $(235,259)              $(778,423)
                                       =========   =========     =========               ========= 

                                                                [Download Table]
                                                                         
Pro forma loss per common share calculation (Note 16):                   
Net loss attributable to common shareholders................   $(778,423)
                                                               ========= 
Weighted average common shares used in computing basic and               
  diluted loss per common share.............................     144,336 
                                                               ========= 
Basic and diluted loss per common share.....................   $   (5.39)
                                                               ========= 

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 

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VOICESTREAM WIRELESS HOLDING CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED) 

DESCRIPTION OF PRO FORMA REORGANIZATION TRANSACTIONS:                           

1a. Represents the historical financial position of VoiceStream adjusted for  
    the following transactions: i) remaining $47.5 million of the $150 million
     investment in Omnipoint acquired by VoiceStream on October 1, 1999; ii) the
    issuance by VoiceStream on November 9, 1999, of a total of $1.8 billion in
     a combination of 10 3/8% senior notes and 11 7/8% senior discount notes due
November 15, 2009; net proceeds of which were $1.5 billion net of     
    underwriting discounts, commissions and expenses of the offering; and iii)
    the repayment of $265 million of the outstanding borrowing on the revolver
of VoiceStream's existing credit facility and $400 million of existing
  Senior Debentures using a portion of the proceeds from the senior notes.
     Therefore, this column includes the effects of these adjustments as follows
(in thousands):                                                       

                                                        [Enlarge/Download Table]

                                                HISTORICAL                               
                                               VOICESTREAM        INTERIM     VOICESTREAM
                                            SEPTEMBER 30, 1999  TRANSACTIONS   SUBTOTAL  
                                            ------------------  ------------  -----------
                                                                                         
Cash and cash equivalents..................      $ 48,866        $ 749,930     $798,796  
  Licensing costs and other intangible                                                   
     assets, net...........................       321,412           41,231      362,643  
  Investments in and advances to                                                         
     unconsolidated affiliates.............       204,868           47,496      252,364  
  Long-term debt...........................     1,165,000          838,657    2,003,657  

      The statements of operations have been adjusted for interest and financing
    expenses that would have been incurred due to the increase in borrowings
  related to the $150 million investment in Omnipoint. These adjustments
      assume that VoiceStream purchases Omnipoint Series A Preferred Stock as of
January 1, 1998 and incurs interest expense due to an increase in   
   borrowings to fund such purchase. The interest expense is calculated on
   the total borrowing of $150 million for the nine months ended September
  30, 1999 and for the year ended December 31, 1998 at a market interest
rate of 9% and 8.8%, respectively. The adjustment to reflect the    
VoiceStream purchase of Omnipoint Series A Preferred Stock has been 
    eliminated in the Omnipoint reorganization columns to reflect the impact
of this transaction on a combined VoiceStream Holdings basis.       

 In the event that the Omnipoint reorganization is not completed or is
 terminated, VoiceStream will continue to hold its shares of Omnipoint
      Series A Preferred Stock and the conversion price will be reduced from $24
to $18.50 per share, under certain conditions.                      

1b. Represents the historical results of operations and financial position of 
    Omnipoint adjusted for the remaining portion of the $150 million committed
    by VoiceStream. VoiceStream purchased an additional 1,979 shares of Series
    A Preferred Stock on October 1, 1999 for a purchase price of $47.5 million
    which is convertible at their option into shares of Omnipoint common stock
     at a price of $24.00 per share. Therefore, this column includes the effects
   of the $47.5 million portion of interim investment as an increase to cash
and cash equivalents and Series A Preferred Stock. In addition to the 
    adjustment for the interim investment, certain reclassifications have been
  made to the historical financial information for Omnipoint to conform to
    VoiceStream's financial statement presentation. These reclassifications do
not materially impact Omnipoint's results of operations or financial  
position.                                                             

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

1c. Represents the historical financial position of Aerial adjusted for the   
     $230 million Sonera investment in Aerial and an Aerial subsidiary at $22.00
  per share, the use of these proceeds to pay down a portion of the Aerial
    debt to TDS and the $420 million TDS debt replacement at $22.00 per share.
     Therefore, this column includes the effects of these adjustments as follows
(in thousands):                                                       

                                                        [Enlarge/Download Table]

                                                  HISTORICAL                            
                                                    AERIAL          INTERIM      AERIAL 
                                              SEPTEMBER 30, 1999  TRANSACTIONS  SUBTOTAL
                                              ------------------  ------------  --------
                                                                                        
Cash and cash equivalents....................      $  7,559        $  38,761    $ 46,320
  Long-term debt.............................      $857,362        $(611,239)   $246,123
  Common Shares and paid-in capital..........      $618,821        $ 365,669    $984,490
  Series A Common Shares and paid-in                                                    
     capital.................................      $ 40,000        $ 284,331    $324,331

    The $420 million in Aerial equity has been allocated between Aerial Common
    Shares ($135.7 million) and Aerial Series A Common Shares ($284.3 million)
as required by the $420 million TDS debt replacement. The entire $230 
     million Sonera investment in Aerial and an Aerial subsidiary was assumed to
be entirely of Aerial Common Shares.                                  

Interest expense for the nine months ended September 30, 1999 and the 
    twelve months ended December 31, 1998 has been reduced to reflect the $420
     million TDS debt replacement and the repayment of the remaining debt to TDS
with the proceeds of the Sonera investment in Aerial and an Aerial    
subsidiary.                                                           

Certain reclassifications have been made to the historical financial  
information for Aerial to conform to VoiceStream's financial statement
 presentation. These reclassifications do not materially impact Aerial's
results of operations or financial position.                          

2.  These columns represent the deconsolidation and contribution of certain   
operations, assets and liabilities related to two new joint venture   
     entities described below, which were previously consolidated in Omnipoint's
 historical balance sheet and statement of operations. These adjustments
reflect a change to the equity method of accounting for VoiceStream   
 Holdings' interests in these entities because VoiceStream Holdings will
have only a 49.9% ownership in the two new joint venture entities.    

Under the Designated Entity rules set forth by the FCC, VoiceStream   
  Holdings can not own or operate Omnipoint's C and F Block licenses. As a
     result, immediately prior to the reorganization, the C and F Block licenses
   and operations, assets and liabilities associated with these licenses and
operations are being transferred to two new joint venture entities    
 controlled by Cook Inlet. VoiceStream will account for this transfer of
non-monetary assets as an investment at VoiceStream's historical cost,
which equates to the fair value of these assets and liabilities as the
 result of the purchase accounting performed for the reorganization. The
    excess purchase price attributed to these assets will be allocated between
  license costs and goodwill and amortized into the loss on unconsolidated
   affiliates over 40 or 20 years, respectively. Each of these joint venture
entities, Cook Inlet/VoiceStream GSM II PCS, LLC and Cook Inlet/      
VoiceStream GSM III PCS, LLC, is expected to qualify as a Designated  
    Entity. Cook Inlet/ VoiceStream GSM II PCS, LLC will own all C and F Block
    licenses previously held by Omnipoint. Cook Inlet/VoiceStream GSM III PCS,
LLC will own the C Block licenses                                     

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

acquired by Omnipoint in the 1999 FCC re-auction. VoiceStream Holdings
     expects to enter into an agreement to provide technical services to each of
these joint venture entities.                                         

  Cook Inlet will contribute a total of $75 million in cash to these joint
   venture entities for its 50.1% ownership and exchange rights. VoiceStream
   Holdings will contribute a combination of non-cash assets and liabilities
    for its 49.9% ownership. Cook Inlet will hold the majority of voting power
  in each of these joint venture entities. See also "Risk Factors. We will
   have to rely on and will have substantial financial commitments to, joint
venture entities that we will not control to maintain PCS coverage and
    expand in some of our most valuable markets." As part of this transaction,
Cook Inlet has certain rights, but not the obligation, to exchange its
 joint venture interests into a total of 3,750,000 shares of VoiceStream
  Holdings common stock for a 30 day period beginning five years after the
 issuance date of the licenses held by Cook Inlet/VoiceStream GSM II and
    III. For Cook Inlet/VoiceStream GSM II, this date is in the second quarter
  of 2002, and for Cook Inlet/VoiceStream GSM III in the fourth quarter of
   2004. These rights are conditioned upon the FCC's Designated Entity rules
   and VoiceStream Holdings' legal ability to own the C and F Block licenses
at the time of the exchange under such rules.                         

  As mentioned above, each of the joint venture agreements included rights
    whereby Cook Inlet has the ability to exchange its investment in the joint
    ventures for a fixed number of VoiceStream Holdings shares. The fair value
  of the exchange rights has been recorded as an increase to investment in
     and advances to unconsolidated affiliates and additional paid in capital as
  of September 30, 1999. The fair value will be amortized over the life of
   these exchange rights and such amortization has been reflected in the pro
forma condensed combined financial statements for the periods ended   
September 30, 1999 and December 31, 1998.                             

   For purposes of this pro forma presentation, it has been assumed that all
related vendor debt will be transferable to the joint ventures.       

3.  The Omnipoint reorganization is expected to result in an allocation of the
 purchase price to the tangible and intangible assets and liabilities of
Omnipoint. The transaction is not expected to result in an incremental
   deferred tax liability. Such allocation reflects the estimated fair value
   of the assets and liabilities acquired by VoiceStream Holdings based upon
  information available at the date of the preparation of the accompanying
    pro forma condensed combined financial statements. Such allocation will be
  adjusted upon the final determination of such fair values. Management is
  not aware of any circumstances that would cause the final purchase price
  allocation to be significantly different from that which is reflected in
the accompanying pro forma condensed combined balance sheet. However, 
   actual valuations and allocations may differ from those reflected herein.

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

         The aggregate purchase price was calculated as follows (in thousands,
except per share data):                                               

                                                                [Download Table]
                                                                       
Total common shares outstanding of Omnipoint -- Note 3a....      54,004
Assumed conversion of Omnipoint 7% Convertible Preferred               
  Stock -- Note 3b.........................................      10,445
Shares issued for East/West merger -- Note 3c..............       1,800
                                                             ----------
   Total estimated Omnipoint shares outstanding............      66,249
VoiceStream Holdings exchange ratio per share..............       0.825
                                                             ----------
Equivalent VoiceStream Holdings common shares..............      54,655
The Omnipoint conversion price -- Note 3d..................  $    29.00
                                                             ----------
   Subtotal................................................  $1,584,995
Cash consideration of $8 per share.........................     529,991
Fair value of liabilities of Omnipoint at September 30,                
  1999.....................................................   2,798,134
Option/warrant conversion costs -- Note 3e.................     770,000
Reorganization related costs -- Note 3f....................      18,000
                                                             ----------
Total Consideration........................................   5,701,120
Fair value of assets of Omnipoint acquired (excluding FCC              
  licenses) -- Note 3g.....................................   1,293,917
Fair value of FCC licenses acquired (net book value of                 
  licenses equal to $500,906)..............................     885,360
                                                             ----------
Preliminary goodwill.......................................  $3,521,843
                                                             ==========

      3a.  Outstanding shares of Omnipoint common stock used for purposes of
            this pro forma are as of November 15, 1999, the latest practicable
date.                                                 

        3b. For purposes of this pro forma presentation we have assumed that all
           of the 6,500,000 shares of Omnipoint 7% Convertible Preferred Stock
           are converted into 10,445,000 shares of Omnipoint common stock just
           prior to the Omnipoint reorganization, and are exchanged as part of
        the Omnipoint reorganization for 8,617,000 shares of VoiceStream
      Holdings common stock. Assuming this conversion, the remaining
    amounts previously deposited by Omnipoint into escrow to pay
           dividends on these shares revert back to Omnipoint. As of September
30, 1999 the amount held in escrow was $32.7 million.   

     Our assumption that the holders of Omnipoint's 7% Convertible
          Preferred Stock would exercise their conversion option is based on
           the fact that such conversion likely would result in more favorable
          tax treatment than conversion after closing of the reorganization.
           If the holders of the Omnipoint 7% Convertible Preferred Stock were
         to choose to continue to hold their preferred stock in Omnipoint,
            VoiceStream Holdings would report a minority interest on its balance
           sheet, reflected as preferred stock, and the accretion of dividends
        would be reported as minority interest expense. The amount as of
           September 30, 1999 that would have been recorded as preferred stock
          was $291.9 million and the amount that would have been accreted as
            minority interest expense would have been $15.7 million for the nine
            months ended September 30, 1999 and $13.9 million for the year ended
December 31, 1998.                                      

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

3c.  The terms of the East/West merger provide that all of the  
            outstanding shares of East/West Class A and B common stock will be
       converted into 1,775,000 shares of Omnipoint newly-authorized
            Series E Preferred Stock which will subsequently be converted into
        VoiceStream Holdings stock and cash at the conversion ratio of
           0.825 per share and cash of $8.00 per share. Additionally, 25,000
            shares of Omnipoint newly-authorized Series E Preferred Stock will
           be issued as a fee to the investment bankers associated with this
deal.                                                 

 3d. The conversion price is based on the average closing price of
         VoiceStream common stock a few days before and after the June 23,
1999 measurement date.                                  

   3e.  Represents the fair value, based on a Black-Scholes valuation,
             associated with the conversion of outstanding Omnipoint options and
             warrants to equivalent options and warrants of VoiceStream Holdings
          at the time of the reorganization based on the number of options
  and warrants outstanding and the closing market price of
           VoiceStream as of November 15, 1999, the latest practicable date.
          At the closing of the Omnipoint reorganization, each outstanding
             and unexercised option or warrant to purchase shares of Omnipoint's
     common stock will be converted into an option or warrant to
             purchase shares of VoiceStream Holdings common stock. The number of
           options and the exercise prices will vary from the original grant
        based on conversion provisions in the Omnipoint reorganization
       agreement resulting in the intrinsic value of each option and
         warrant remaining unchanged and accordingly, the estimated fair
             value of these options and warrants has been recorded as additional
purchase price.                                       

       3f.  Anticipated reorganization costs to VoiceStream as a result of the
           Omnipoint reorganization are estimated as follows (in thousands):

                                                                [Download Table]
                                                              
Investment banking fees.............................  $ 14,000
Legal, accounting and printing fees.................     1,500
Employee separation costs...........................     2,500
                                                      --------
                                                      $ 18,000
                                                      ========

       3g.  Includes an adjustment to reflect the step-up of the investment in
the two new Cook Inlet joint venture entities, Cook   
           Inlet/VoiceStream GSM II and Cook Inlet/VoiceStream GSM III, over
      the historical net book value of the net assets contributed.

4.  This adjustment represents the additional investment in VoiceStream       
Holdings by Hutchison PCS (USA) pursuant to the subscription agreement
 dated as of June 23, 1999. Concurrent with the Omnipoint reorganization
     agreement, Hutchison PCS (USA) has agreed to purchase shares of VoiceStream
 Holdings common stock at $29.00 per share and VoiceStream Holdings 2.5%
    Convertible Junior Preferred Stock for $100,000 per share for an aggregate
   price of $807 million. Hutchison PCS (USA) has the right to determine the
   allocation between VoiceStream Holdings common stock and 2.5% Convertible
     Junior Preferred Stock that it will hold so long as it holds at least 18.6%
  of the total number of outstanding shares of VoiceStream Holdings common
    stock at the closing of the Omnipoint reorganization. For purposes of this
   pro forma presentation, we have assumed Hutchison PCS (USA) will purchase
$633 million                                                          

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

     representing 6,330 shares of VoiceStream Holdings Junior Preferred and $174
million, representing 6 million shares, of VoiceStream Holdings common
stock.                                                                

   The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock provides
     for a 2.5% cumulative dividend payable at maturity (40 years from the close
   of the Omnipoint reorganization). Since the redemption of the VoiceStream
    Holdings 2.5% Convertible Junior Preferred Stock is outside the control of
     VoiceStream Holdings, it has been classified as mezzanine financing and has
been excluded from shareholders' equity.                              

5.  Represents the elimination in consolidation of VoiceStream's $150 million 
investment in Omnipoint prior to the Omnipoint reorganization.        

6.  Certain of the long-term debt agreements of Omnipoint contain provisions  
  which require Omnipoint to offer repayment of outstanding amounts when a
   change of control occurs. Under certain agreements, Omnipoint is required
 to offer to repay to the lenders amounts outstanding. Additionally, the
   holders of the debt issued under certain of these agreements are entitled
 to a prepayment premium. The pro forma condensed combined balance sheet
     assumes that the lenders will not exercise the offer for Omnipoint to repay
    amounts outstanding, and therefore, outstanding debt amounts have not been
reclassified as current. The aggregate amount of principal maturities 
  (including prepayment premiums, if any) of Omnipoint's long-term debt at
September 30, 1999 that will be assumed by VoiceStream Holdings if the
     holders were to require or accept the offer of repayment are as follows (in
thousands):                                                           

                                                                [Download Table]
                                                                
Three months ending December 31, 1999...................  $2,142
Year ending December 31, 2000...........................     148
2001....................................................      32
2002....................................................       0
2003....................................................       0
Thereafter..............................................     230
                                                          ------
                                                          $2,552
                                                          ======

  We assume that the remaining outstanding long-term debt originating from
    Aerial after the Aerial reorganization will consist only of long term debt
   used to refinance the Aerial Series A zero coupon notes and Series B zero
coupon notes.                                                         

7.  Represents the elimination in consolidation of Omnipoint's historical     
  common stock and paid-in capital of $311.4 million, the recording of the
     $2.3 million shareholder note receivable of Omnipoint to be carried forward
     to VoiceStream Holdings, the elimination of Omnipoint's historical deferred
compensation of $10.2 million, and the elimination of Omnipoint's     
historical accumulated deficit of $1.7 billion.                       

8.  Represents the elimination in consolidation of VoiceStream's $150 million 
Omnipoint Series A Preferred Stock investment in Omnipoint and the    
    conversion of Hutchison's $150 million Omnipoint Series A Stock investment
to VoiceStream Holdings common stock.                                 

9.  Represents the Sonera investment of $500 million in VoiceStream Holdings  
 common stock at $57.00 per share. This investment is independent of the
Aerial reorganization but contingent upon the closing of the Omnipoint
reorganization.                                                       

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

10.  The Aerial reorganization is expected to result in an allocation of the    
 purchase price to the tangible and intangible assets and liabilities of
Aerial. The transaction is not expected to result in an incremental   
   deferred tax liability. Such allocation reflects the estimated fair value
   of the assets and liabilities acquired by VoiceStream Holdings based upon
  information available at the date of the preparation of the accompanying
    pro forma condensed combined financial statements. Such allocation will be
  adjusted upon the final determination of such fair values. Management is
  not aware of any circumstances that would cause the final purchase price
   allocation, other than the movement of VoiceStream's stock price prior to
the closing of the reorganization and the resulting impacts, to be    
  significantly different from that which is reflected in the accompanying
    pro forma condensed combined balance sheet. Each $10 change in the current
market price of VoiceStream's common stock results in a change in     
    intangible assets of approximately $520 million, and a resulting change in
    the annual amortization of intangible assets of approximately $26 million.

The aggregate purchase price was calculated as follows (in thousands, 
except per share data):                                               

                                                                [Download Table]
                                                                        
Total Aerial common stock outstanding -- Note 10a...........      94,728
Additional Sonera investment -- Note 10b....................       7,045
Conversion of Sonera shares of Aerial Operating Company to              
  Aerial common stock -- Note 10c...........................      11,971
Aerial restricted common stock -- Note 10d..................         431
                                                              ----------
  Total estimated Aerial shares outstanding.................     114,175
VoiceStream Holdings exchange ratio per share...............       0.455
                                                              ----------
Equivalent VoiceStream Holdings common stock................      51,950
The Aerial conversion price -- Note 10e.....................  $   93.781
                                                              ----------
  Subtotal..................................................  $4,871,923
Fair value of liabilities of Aerial at September 30, 1999...     413,307
Option conversion costs -- Note 10f.........................      43,000
Reorganization related costs -- Note 10g....................      15,500
                                                              ----------
  Total Consideration.......................................   5,343,730
Fair value of assets of Aerial acquired (excluding FCC                  
  licenses).................................................     667,690
Fair value of FCC licenses acquired (net book value of                  
  licenses equal to $324,807)...............................     561,700
                                                              ----------
Preliminary goodwill........................................  $4,114,340
                                                              ==========

    10a. Outstanding shares of Aerial common stock used for purposes of this
         pro forma are as of November 15, 1999, the latest practicable date.

    10b. Represents the conversion of the portion of the $230 million Sonera
         investment that was made in Aerial Operating Company into shares of
Aerial common stock at $22.00 per share (see Note 1c).    

10c. Sonera's original investment, as adjusted, in Aerial Operating 
           Company of 1.8 million shares is converted prior to closing to Aerial
shares using a defined conversion ratio of 6.72919.       

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

   10d. Represents 431,000 shares of restricted common stock assumed to be
         issued to certain Aerial employees upon shareholder approval of the
reorganization.                                           

  10e. The conversion price is based on the closing price of VoiceStream
     common stock on November 15, 1999, the latest practicable date.

10f. Represents the fair value, based on a Black-Scholes valuation, 
     associated with the conversion of outstanding Aerial options to
          equivalent options of VoiceStream Holdings at the time of the Aerial
       reorganization based on the number of options outstanding and the
      closing market price of VoiceStream as of November 15, 1999, the
      latest practicable date. Upon stockholder approval of the Aerial
         reorganization, each outstanding and unexercised Aerial option will
          vest. Since all Aerial options vest upon the stockholder approval of
          the Aerial reorganization, the estimated fair value of these options
has been recorded as additional purchase price.           

   10g. Anticipated reorganization costs to VoiceStream as a result of the
    Aerial reorganization are estimated as follows (in thousands):

                                                                [Download Table]
                                                                
Investment banking fees................................  $ 6,000
Legal, accounting and printing fees....................    1,400
Employee separation costs..............................    8,100
                                                         -------
                                                         $15,500
                                                         =======

11.  Represents the elimination in consolidation of Aerial's Common Shares and  
paid-in capital of $984.5 million, Aerial's Series A Common Shares of 
$324.3 million, and Aerial's accumulated deficit of $729.6 million.   

12.  Current portion of long-term debt has been reduced to reflect the payoff of
     the Nokia credit agreement of $82.4 million. Additionally, interest expense
for the nine months ended September 30, 1999 and the 12 months ended  
December 31, 1998 has been reduced to reflect this payoff.            

13.  This adjustment represents the amortization of the additional purchase     
price allocated to the FCC licenses and goodwill. FCC licenses are    
 amortized over a 40 year period and the goodwill is amortized over a 20
year period.                                                          

14.  This adjustment represents the amortization of the difference between the  
 underlying net book value of the investment in the new Cook Inlet joint
 venture entities and the fair value assigned to these investments. This
difference has been allocated between FCC licenses and goodwill and is
being amortized over 40 years and 20 years, respectively.             

15.  Represents the elimination of Aerial's historical minority interest loss,  
resulting from Sonera's conversion of its equity in Aerial Operating  
Company to equity in Aerial prior to the Aerial reorganization.       

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

16.  For purposes of calculating pro forma loss per share it has been assumed   
 that the Omnipoint reorganization and the Aerial reorganization will be
completed. Additionally, we have made the following assumptions:      

  (A)  the Omnipoint 7% Convertible Preferred Stock holders have converted
        all of their shares to Omnipoint common stock as of January 1, 1998,
        which will subsequently convert to VoiceStream Holdings common stock
at the 0.825 conversion rate;                               

    (B)  Hutchison PCS (USA) has made a $150.0 million investment in Omnipoint
Series A Preferred Stock as of September 30, 1999, which is 
      exchangeable for 5.2 million shares of VoiceStream Holdings common
        stock; Hutchison PCS (USA) purchased 1.6 million shares on September
30, 1999.                                                   

  (C)  Hutchison PCS (USA) will elect to purchase all VoiceStream Holdings
2.5% Convertible Junior Preferred Stock for its $807 million
  investment. For pro forma purposes, it is considered factually
          supportable that $548.0 million of the total $807 million will be used
          to pay the cash portion of the Omnipoint purchase price as well as the
  $18 million in reorganization related costs (see note 3f), and
          accordingly, only that portion of the total investment is used for the
        calculation of the accumulation of a 2.5% annual dividend payable at
the end of 40 years;                                        

(D)  the restricted stock awards will be paid out in Aerial shares    
      immediately prior to the closing of the Aerial reorganization; and

(E)  all public shareholders of Aerial will elect to take the stock   
election.                                                   

The following summarizes the pro forma calculation of loss per share based on   
these assumptions (in thousands, except per share data):                        

                                                        [Enlarge/Download Table]

                                                              SEPTEMBER 30,  DECEMBER 31,
                                                                  1999           1998    
                                                              -------------  ------------
                                                                                         
VoiceStream weighted average common shares..................        95,595        92,387 
Conversion of Omnipoint outstanding common stock(1).........        44,553        44,553 
Conversion of Omnipoint 7% Convertible Preferred Stock......         8,617         8,617 
Exchange of Omnipoint Series A Preferred Stock..............         1,270               
Conversion of East/West Communications shares...............         1,485         1,485 
Conversion of Aerial shares.................................        51,753        51,753 
Aerial restricted stock units...............................           196           196 
                                                               -----------   ----------- 
          Total weighted average common shares..............       203,469       198,991 
                                                               ===========   =========== 
VoiceStream Holdings unadjusted pro forma net loss..........   $(1,120,535)  $(1,573,881)
VoiceStream Holdings 2.5% Convertible Junior Preferred Stock                             
  dividends.................................................       (10,275)      (13,700)
                                                               -----------   ----------- 
Pro forma net loss attributable to common shareholders......   $(1,130,810)  $(1,587,564)
                                                               ===========   =========== 
Basic and diluted pro forma loss per common share...........   $     (5.56)  $     (7.98)
                                                               ===========   =========== 

-------------------------                                                       
(1) Shares outstanding as of November 15, 1999.                                 

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VOICESTREAM WIRELESS HOLDING CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

The following summarizes the impact of a change in assumption A or C (assumption
B must occur based on the provisions of the subscription agreement):            

                                                        [Enlarge/Download Table]

                                                                               ASSUMPTION C        
                                                ASSUMPTION A              CHANGES TO AN ELECTION   
                                               DOES NOT OCCUR            OF 100% COMMON STOCK(1)   
                                        ----------------------------   ----------------------------
                                        SEPTEMBER 30,   DECEMBER 31,   SEPTEMBER 30,   DECEMBER 31,
                                            1999            1998           1999            1998    
                                        -------------   ------------   -------------   ------------
                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)           
                                                                                                   
VoiceStream weighted average common                                                                
  shares...............................       95,595         92,387          95,595         92,387 
Conversion of Omnipoint outstanding                                                                
  common stock.........................       44,553         44,553          44,553         44,553 
Conversion of Omnipoint 7% Convertible                                                             
  Preferred Stock......................                                       8,617          8,617 
Exchange of Omnipoint Series A                                                                     
  Preferred Stock......................        1,270                          1,270                
Conversion of East/West Communications                                                             
  shares...............................        1,485          1,485           1,485          1,485 
Hutchison additional investment........                                      18,889         18,889 
Conversion of Aerial shares............       51,753         51,753          51,753         51,753 
Aerial restricted stock units..........          196            196             196            196 
                                         -----------    -----------     -----------    ----------- 
          Total common shares..........      194,852        190,374         222,358        217,880 
                                         ===========    ===========     ===========    =========== 
VoiceStream Holdings unadjusted pro                                                                
  forma net loss.......................  $(1,120,535)   $(1,573,881)    $(1,120,535)   $(1,573,881)
Omnipoint 7% Convertible Preferred                                                                 
  Stock minority interest..............      (15,688)       (13,946)                               
VoiceStream Holdings 2.5% Convertible                                                              
  Junior Preferred Stock...............      (10,275)       (13,700)                               
                                         -----------    -----------     -----------    ----------- 
Pro forma net loss attributable to                                                                 
  common shareholders..................  $(1,146,498)   $(1,601,527)    $(1,120,535)   $(1,573,881)
                                         ===========    ===========     ===========    =========== 
Basic and diluted pro forma loss per                                                               
  common share.........................  $     (5.88)   $     (8.41)    $     (5.04)   $     (7.22)
                                         ===========    ===========     ===========    =========== 

---------------                                                                 
(1) For every 10% change in the amount of common stock elected to be taken by   
Hutchison, the pro forma impact on net loss attributable to common      
    shareholders would increase by $1.0 million and $1.4 million for the periods
  ended September 30, 1999 and December 31, 1998, respectively, and loss per
  share would increase by $0.05 per share and $0.07 per share, respectively.

    In the event holders of Aerial restricted stock units receive cash instead
of stock, the loss per share would increase $0.01 for each of the periods ended 
September 30, 1999 and December 31, 1998.                                       

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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED) 

   In the event Aerial's public shareholders elect to receive cash at $18.00
per share in lieu of VoiceStream Holdings common stock, the loss per share would
increase by $0.17 per share and $0.25 per share for the periods ended September 
30, 1999 and December 31, 1998, respectively.                                   

CONTINGENCIES:                                                                  

As a result of the reorganizations, VoiceStream may have to make      
substantial tax indemnity payments to Western Wireless. In a spin-off           
transaction effected on May 3, 1999, Western Wireless distributed its entire    
80.1% interest in VoiceStream's common stock to its stockholders. Western       
Wireless will recognize gain as a result of the spin-off, if the spin-off is    
considered to be part of a plan or series of related transactions pursuant to   
which one or more persons acquire, directly or indirectly, 50% or more of       
VoiceStream's common stock -- a "prohibited plan." VoiceStream has agreed to    
indemnify Western Wireless on an after-tax basis for any taxes, penalties,      
interest and various other expenses incurred by Western Wireless if it is       
required to recognize such gain. The amount of such gain that Western Wireless  
would recognize would be equal to the difference between the fair market value  
of VoiceStream common stock at the time of the spin-off and Western Wireless'   
adjusted tax basis in such stock at that time.                                  

     In the absence of direct authority, and although the issue is not free from
doubt, VoiceStream believes that it should be able to establish that the        
spin-off and VoiceStream Holding's acquisition of VoiceStream's stock pursuant  
to the reorganizations, in conjunction with the related transactions and        
Hutchinson's acquisition of its existing VoiceStream stock within two years     
prior to the spin-off, are not pursuant to a prohibited plan. However, if the   
IRS were to take the position that a prohibited plan did occur, the estimated   
range of possible liability to VoiceStream Holdings, not including interest and 
penalties, if any, is from zero to $400 million.                                

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THE SPECIAL MEETINGS

  This joint proxy statement-prospectus is being furnished to VoiceStream,
Omnipoint and Aerial stockholders in connection with the solicitation of proxies
by the board of directors of each company for use at the special meetings to    
consider and vote upon the proposal to adopt, and approve the transactions      
contemplated by, the Omnipoint reorganization agreement and the Aerial          
reorganization agreement.                                                       

- The special meeting of the VoiceStream stockholders will be held on 
       Thursday, February 24, 2000, at the offices of Preston Gates & Ellis LLP,
       at 701 Fifth Avenue, Suite 5000, Seattle, Washington, at 8:00 a.m., local
time.                                                             

- The special meeting of the Omnipoint stockholders will be held on   
    Thursday, February 24, 2000, at the offices of Piper Marbury Rudnick &
    Wolfe LLP, at 1200 19th Street, N.W., Washington, D.C., at 11:00 a.m.,
local time.                                                       

    - The special meeting of the Aerial stockholders will be held on Thursday,
February 24, 2000, at the Hotel Allegro Chicago, 171 West Randolph
    Street, Chicago, Illinois, on the third floor in the Goodman Theater B
Room at 10:00 a.m., local time.                                   

   The VoiceStream board and the Omnipoint board have approved the Omnipoint
reorganization agreement. The VoiceStream board and the Aerial board have       
approved the Aerial reorganization agreement. Each board has determined that its
reorganization is fair to, and in the best interests of, its stockholders. The  
VoiceStream board recommends that the stockholders of VoiceStream vote for the  
proposal to adopt, and approve the transactions contemplated by, the Omnipoint  
reorganization agreement and the Aerial reorganization agreement. The Omnipoint 
board recommends that the stockholders of Omnipoint vote for the proposal to    
adopt, and approve the transactions contemplated by, the Omnipoint              
reorganization agreement. The Aerial board recommends that the stockholders of  
Aerial vote for the proposal to adopt, and approve the transactions contemplated
by, the Aerial reorganization agreement. The reorganizations have also been     
approved by the VoiceStream Holdings board.                                     

VOICESTREAM RECORD DATE; QUORUM; VOTE REQUIRED                                  

Only VoiceStream stockholders of record as of the close of business on
January 17, 2000 will be entitled to notice of, and to vote at, the VoiceStream 
special meeting and any adjournments or postponements of the special meeting. On
January 17, 2000, there were 96,348,127 outstanding shares of VoiceStream common
stock. Each holder of VoiceStream common stock outstanding on the VoiceStream   
record date is entitled to one vote for each share so held, exercisable in      
person or by properly executed and delivered proxy, at the VoiceStream special  
meeting.                                                                        

The presence of the holders of at least a majority of the shares of   
VoiceStream common stock outstanding on the VoiceStream record date, whether    
present in person or by properly executed and delivered proxy, will constitute a
quorum for the purposes of the VoiceStream special meeting. The holders of      
record of at least two-thirds of the outstanding shares of VoiceStream common   
stock must vote in favor of the proposal to adopt, and approve the transactions 
contemplated by, the reorganization agreement relating to the first to occur of 
the Omnipoint reorganization and the Aerial reorganization before the           
VoiceStream merger can be effected. The adoption of, and approval of the        
transactions contemplated by, the Omnipoint reorganization agreement and the    
Aerial reorganization agreement will each require the affirmative vote of the   
holders of two-thirds of the outstanding shares of VoiceStream common stock.    

Abstentions, failures to vote and broker non-votes will have the same 
effect as a vote against the proposal for purposes of determining whether       
VoiceStream obtains the requisite two-thirds vote.                              

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Stockholders of VoiceStream can dissent from the proposal and, subject to strict
compliance with certain provisions of the WBCA receive in lieu of VoiceStream   
Holdings common stock the "fair value" of their VoiceStream common stock in     
cash. See "The Special Meetings -- Dissenters' Rights" and Annex I.             

OMNIPOINT RECORD DATE; QUORUM; VOTE REQUIRED                                    

Only Omnipoint stockholders of record as of the close of business on  
January 17, 2000 will be entitled to notice of, and to vote at, the Omnipoint   
special meeting and any adjournments or postponements of the special meeting. On
January 17, 2000, there were outstanding 55,385,831 shares of Omnipoint common  
stock. Each holder of shares of Omnipoint common stock outstanding on the       
Omnipoint record date is entitled to one vote for each share so held,           
exercisable in person or by properly executed and delivered proxy, at the       
Omnipoint special meeting.                                                      

    The presence of the holders of at least a majority of the Omnipoint common
stock outstanding on the Omnipoint record date, whether present in person or by 
properly executed and delivered proxy, will constitute a quorum for the purposes
of the Omnipoint special meeting. The holders of record of a majority of the    
outstanding shares of Omnipoint common stock must vote in favor of the proposal 
to adopt, and approve the transactions contemplated by, the Omnipoint           
reorganization agreement before the Omnipoint merger can be effected.           

Abstentions, failures to vote and broker non-votes will have the same 
effect as a vote against the proposal for purposes of determining whether       
Omnipoint obtains the requisite majority vote. Certain stockholders of Omnipoint
will have the right to dissent from the proposal and, subject to strict         
compliance with certain provisions of the Delaware General Corporation Law, to  
receive in lieu of VoiceStream Holdings common stock and cash the "fair value"  
of their Omnipoint common stock in cash. See "-- Dissenters' Rights of          
Appraisal" and Annex J.                                                         

AERIAL RECORD DATE; QUORUM; VOTE REQUIRED                                       

   Only Aerial stockholders of record as of the close of business on January
17, 2000 will be entitled to notice of, and to vote at, the Aerial special      
meeting and any adjournments or postponements of the special meeting. On January
17, 2000, there were issued and outstanding 42,308,636 Aerial Common Shares and 
52,924,151 Series A Common Shares. No Aerial Series B Common Shares or shares of
preferred stock were outstanding. Each holder of Aerial Common Shares issued and
outstanding on the Aerial record date is entitled to one vote for each share so 
held, exercisable in person or by properly executed and delivered proxy, at the 
Aerial special meeting. The holder of Aerial Series A Common Shares issued and  
outstanding on the Aerial record date is entitled to fifteen votes for each     
share so held, exercisable in person or by properly executed and delivered      
proxy, at the Aerial special meeting. Accordingly, the voting power of the      
shares of Aerial Series A Common Shares was 793,862,265 votes, and the total    
voting power of all outstanding shares of Aerial capital stock was 836,170,901  
votes on the Aerial record date.                                                

   The presence of the holders of at least a majority of the voting power on
the Aerial Common Shares and Aerial Series A Common Shares issued and           
outstanding on the Aerial record date, whether present in person or by properly 
executed and delivered proxy, will constitute a quorum for the purposes of the  
Aerial special meeting. The presence of TDS at the meeting will represent a     
quorum. The holders of record of a majority of the voting power of the          
outstanding Aerial Common Shares and Aerial Series A Common Shares, voting      
together as a single class, must vote in favor of the proposal to adopt, and    
approve the transactions contemplated by, the Aerial reorganization agreement   
before the Aerial merger can be effected.                                       

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Abstentions, failures to vote and broker non-votes will have the same 
effect as a vote against the proposal for purposes of determining whether Aerial
obtains the requisite majority vote.                                            

    Regardless of how they vote, Aerial stockholders will not have dissenters'
rights in connection with the Aerial reorganization.                            

AGREEMENTS TO VOTE IN FAVOR OF THE OMNIPOINT REORGANIZATION                     

    Concurrently with the execution of the Omnipoint reorganization agreement,
VoiceStream, Omnipoint, certain stockholders of VoiceStream who currently hold  
approximately 40% of the outstanding shares of VoiceStream common stock and     
certain stockholders of Omnipoint who currently hold approximately 25% of the   
outstanding shares of Omnipoint common stock, entered into an agreement whereby 
(1) such Omnipoint stockholders have agreed to vote or cause to be voted the    
number of shares of Omnipoint common stock beneficially owned by them in favor  
of the proposal to adopt, and approve the transactions contemplated by, the     
Omnipoint reorganization agreement and against any alternative merger proposal  
or acquisition proposal representing 15% or more of the stock or assets of      
Omnipoint and its subsidiaries and (2) such VoiceStream stockholders have agreed
to vote or cause to be voted a specified number of shares of common stock of    
VoiceStream in favor of the proposal to adopt, and approve the transactions     
contemplated by, the Omnipoint reorganization agreement.                        

From and after the date of such agreement through the earlier of the  
effective time and the termination of the Omnipoint reorganization agreement,   
each of the Omnipoint stockholders and the VoiceStream stockholders who signed  
such agreement, has agreed, except in limited circumstances, not to sell or     
otherwise dispose of more than 30% of the shares of Omnipoint common stock or   
VoiceStream common stock, as the case may be, that are subject to such agreement
unless, as a condition to such sale, each transferee of any shares in excess of 
30% of such shares agrees to be bound by certain provisions of the lock-up      
agreement.                                                                      

AGREEMENTS TO VOTE IN FAVOR OF THE AERIAL REORGANIZATION                        

     Concurrently with the execution of the Aerial reorganization agreement, TDS
and VoiceStream entered into an agreement whereby TDS agreed to vote all shares 
of Aerial common stock beneficially owned by TDS in favor of the Aerial         
reorganization and against alternative transactions. Under this agreement, TDS  
has also agreed not to transfer its shares of Aerial common stock. As of the    
Aerial record date, TDS holds 25,252,758 Aerial Common Shares and 52,924,151    
Aerial Series A Common Shares, representing 819,115,023 votes or approximately  
98% of the total voting power of the Aerial common stock. Accordingly, the      
Aerial reorganization will be approved regardless of the vote of other Aerial   
stockholders.                                                                   

 Concurrently with the execution of the Aerial reorganization agreement,
Aerial, VoiceStream, TDS and certain stockholders who currently hold            
approximately 40% of the outstanding shares of VoiceStream common stock entered 
into a stockholders voting agreement whereby such shareholders agreed to vote or
cause to be voted the number of shares of VoiceStream common shares beneficially
owned by them in favor of the Aerial reorganization, the approval and adoption  
of the Aerial reorganization agreement and each of the transactions contemplated
in the Aerial reorganization agreement. Certain VoiceStream stockholders agreed 
not to transfer their shares except as a condition to the transfer, the         
transferee agreed to be bound by certain terms of the agreement.                

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SOLICITATION OF PROXIES                                                         

SOLICITATION OF VOICESTREAM PROXIES                                             

The VoiceStream board is soliciting the accompanying proxy for use in 
connection with the VoiceStream special meeting. See "-- VoiceStream Record     
Date; Quorum; Vote Required." VoiceStream will bear its own expenses in         
connection with the VoiceStream special meeting. In addition to solicitation of 
proxies by mail, directors, officers and employees of VoiceStream may solicit   
proxies for the VoiceStream special meeting either personally or by telephone,  
telegram or other forms of communication. Such directors, officers and employees
will receive no special compensation for any solicitation. VoiceStream will     
request brokerage houses, nominees, fiduciaries and other custodians to forward 
soliciting materials to beneficial owners and will reimburse them for their     
customary charges and expenses. We request VoiceStream stockholders to complete,
date and sign the accompanying form of proxy and return it to VoiceStream in the
enclosed postage-paid envelope. When the accompanying form of proxy is returned 
properly executed, the VoiceStream common stock represented thereby will be     
voted at the VoiceStream special meeting in accordance with the instructions    
received therein. If a proxy is executed and returned without an indication as  
to how the shares of VoiceStream common stock represented thereby are to be     
voted, such shares will be voted in favor of approval and adoption of both      
reorganizations. Proxies voted against the merger will not be voted in favor of 
any adjournment or postponement of the special meeting for the purpose of       
soliciting additional proxies. VoiceStream stockholders should not send any     
stock certificates with their proxy cards.                                      

VoiceStream has retained ChaseMellon Consulting Services to aid in the
solicitation of proxies and to verify certain records related to the            
solicitations. ChaseMellon Consulting Services will also act as information     
agent with respect to each reorganization. ChaseMellon Consulting Services will 
receive a fee of approximately $7,500 as compensation for its services and      
reimbursement for its related out-of-pocket expenses. VoiceStream has agreed to 
indemnify ChaseMellon Consulting Services against liabilities arising out of or 
in connection with its engagement.                                              

SOLICITATION OF OMNIPOINT PROXIES                                               

The Omnipoint board is soliciting the accompanying proxy for use in   
connection with the Omnipoint special meeting. See "Omnipoint Record Date;      
Quorum; Vote Required." Omnipoint will bear its own expenses in connection with 
the Omnipoint special meeting. In addition to solicitation of proxies by mail,  
directors, officers and employees of Omnipoint solicit proxies for the Omnipoint
special meeting either personally or by telephone, telegram or other forms of   
communication. Such directors, officers and employees will receive no special   
compensation for any solicitation. Omnipoint will request brokerage houses,     
nominees, fiduciaries and other custodians to forward soliciting materials to   
beneficial owners and will reimburse them for their customary charges and       
expenses. We request Omnipoint stockholders to complete, date and sign the      
accompanying form of proxy and return it to Omnipoint in the enclosed           
postage-paid envelope. When the accompanying form of proxy is returned properly 
executed, the Omnipoint common stock represented thereby will be voted at the   
Omnipoint special meeting in accordance with the instructions received therein. 
If a proxy is executed and returned without an indication as to how the shares  
of Omnipoint common stock represented thereby are to be voted, such shares will 
be voted in favor of approval and adoption of the Omnipoint merger. Proxies     
voted against the merger will not be voted in favor of any adjournment or       
postponement of the special meeting for the purpose of soliciting additional    
proxies. Omnipoint stockholders should not send any stock certificates with     
their proxy cards.                                                              

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SOLICITATION OF AERIAL PROXIES                                                  

  The Aerial board is soliciting the accompanying Aerial stockholder proxy
for use in connection with the Aerial special meeting. See "Aerial Record Date; 
Quorum; Vote Required." Aerial will bear its own expenses in connection with the
Aerial special meeting. In addition to solicitation of proxies by mail,         
directors, officers and employees of Aerial may solicit proxies for the Aerial  
special meeting either personally or by telephone, telegram or other forms of   
communication. Such directors, officers and employees will receive no special   
compensation for any solicitation. Aerial will request brokerage house,         
nominees, fiduciaries and other custodians to forward soliciting materials to   
beneficial owners and will reimburse them for their customary charges and       
expenses. The Aerial board requests that Aerial stockholders complete, date and 
sign the accompanying form of Aerial proxy and return it to Aerial in the       
enclosed postage-paid envelope. When the accompanying form of proxy is returned 
properly executed, the Aerial common stock represented thereby will be voted at 
the Aerial special meeting in accordance with the instructions received. If a   
proxy is executed and returned without an indication as to how the shares of    
Aerial common stock represented thereby are to be voted, such shares will be    
voted in favor of approval and adoption of the Aerial reorganization. Proxies   
voted against the merger will not be voted in favor of any adjournment or       
postponement of the special meeting for the purpose of soliciting additional    
proxies. Aerial stockholders should not send any stock certificates with their  
proxy cards.                                                                    

OTHER MATTERS TO BE CONSIDERED                                                  

   None of the VoiceStream board, the Omnipoint board or the Aerial board is
aware of any other matter which will be brought before the special meeting of   
their respective company. If, however, other matters are presented at one of the
special meetings, proxies for that meeting will be voted in accordance with the 
discretion of the holders of such proxies.                                      

DISSENTERS' RIGHTS OF APPRAISAL                                                 

DISSENTERS' RIGHTS OF APPRAISAL OF VOICESTREAM COMMON STOCKHOLDERS              

The following is a brief summary of the rights of VoiceStream common  
stockholders to dissent from the proposals to adopt, and approve the            
transactions contemplated by, the reorganization agreements, each of which      
contemplate a merger by which a subsidiary of VoiceStream Holdings is merged    
with and into VoiceStream and VoiceStream becomes a subsidiary of VoiceStream   
Holdings. Dissenters have the right to receive cash equal to the "fair value" of
their VoiceStream common stock instead of receiving shares of VoiceStream       
Holdings. This summary is not exhaustive and we encourage VoiceStream common    
stockholders to read the applicable sections of Chapter 23B.13 of the Washington
Business Corporation Act, which we have attached as Annex I to this joint proxy 
statement-prospectus.                                                           

 ANY VOICESTREAM STOCKHOLDER CONTEMPLATING THE POSSIBILITY OF DISSENTING
FROM THE PROPOSAL TO ADOPT, AND APPROVE THE TRANSACTIONS CONTEMPLATED BY, THE   
REORGANIZATION AGREEMENTS SHOULD CAREFULLY REVIEW THE TEXT OF ANNEX I,          
PARTICULARLY THE SPECIFIED PROCEDURAL STEPS REQUIRED TO PERFECT DISSENTERS'     
RIGHTS, WHICH ARE COMPLEX, AND SHOULD ALSO CONSULT SUCH STOCKHOLDER'S LEGAL     
COUNSEL. A STOCKHOLDER WHO DOES NOT FULLY AND PRECISELY SATISFY THE PROCEDURAL  
REQUIREMENTS OF THE WASHINGTON BUSINESS CORPORATION ACT WILL LOSE THESE RIGHTS. 

    The VoiceStream merger will occur at the time of the first to occur of the
Omnipoint reorganization or the Aerial reorganization. Since it is uncertain    
which reorganization will occur first, VoiceStream common stockholders must vote
against both reorganizations if they intend to exercise their dissenters' rights
of appraisal in connection with the VoiceStream merger.                         

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REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS OF APPRAISAL           

     To exercise dissenters' rights of appraisal, a VoiceStream stockholder must

     - file with VoiceStream before the vote is taken at the VoiceStream special
      meeting written notice of his or her intent to demand the fair value for
his or her VoiceStream common stock if the VoiceStream merger is  
consummated and becomes effective; and                            

     - not vote his or her shares of VoiceStream common stock at the VoiceStream
      special meeting in favor of the proposal to approve either the Omnipoint
reorganization agreement or the Aerial reorganization agreement.  

   A VoiceStream stockholder who does not satisfy each of these requirements
cannot exercise dissenters' rights and will be bound by the terms of the        
VoiceStream merger as set forth in the reorganization agreement pursuant to     
which the VoiceStream merger is effected.                                       

Submission of a proxy which does not direct how the VoiceStream common
stock represented by that proxy is to be voted will constitute a vote in favor  
of the VoiceStream merger and a waiver of statutory dissenters' rights. In      
addition, a VoiceStream stockholder's vote against the proposal to approve the  
VoiceStream merger will not satisfy the notice requirement referred to above. A 
stockholder must file the written notice of the intent to exercise dissenter's  
rights with VoiceStream at: VoiceStream Wireless Corporation, 3650 131st Ave.   
S.E., Bellevue, WA, 98006, Attn: Alan R. Bender, Secretary.                     

APPRAISAL PROCEDURE                                                   

  Within 10 days after the proposed VoiceStream merger, whether as part of
the Omnipoint reorganization or the Aerial reorganization, has been approved,   
VoiceStream will send written notice to all stockholders who have given written 
notice under the dissenters' rights provisions and not voted in favor of the    
VoiceStream merger as described above. The notice will contain:                 

  - the address where the demand for payment and certificates representing
   shares of VoiceStream common stock must be sent and the date by which
they must be received;                                            

 - any restrictions on transfer of uncertificated shares that will apply
after the demand for payment is received;                         

- a form for demanding payment that states the date of the first      
      announcement to the news media or to stockholders of the proposed merger
       and requires certification of the date the stockholder, or the beneficial
      owner on whose behalf the stockholder dissents, acquired the VoiceStream
common stock (or an interest in it); and                          

   - a copy of the provisions of the Washington Business Corporation Act set
forth in Annex I.                                                 

     A VoiceStream stockholder who receives this notice and who wishes to assert
dissenters' rights must demand payment and deposit his or her VoiceStream       
certificates within 30 days after such notice is given. A STOCKHOLDER WHO FAILS 
TO MAKE DEMAND FOR PAYMENT OR DEPOSIT HIS OR HER VOICESTREAM CERTIFICATES WITHIN
SUCH 30-DAY PERIOD WILL LOSE THE RIGHT TO RECEIVE FAIR VALUE FOR HIS OR HER     
SHARES UNDER THE DISSENTERS' RIGHTS PROVISIONS EVEN IF HE OR SHE FILED A TIMELY 
NOTICE OF INTENT TO DEMAND PAYMENT.                                             

     Except as provided below, within 30 days of the later of the effective time
or VoiceStream's receipt of a valid demand for payment, VoiceStream will remit  
to each dissenting stockholder who complied with the requirements of the        
Washington Business Corporation Act the amount                                  

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VoiceStream estimates to be the fair value of such stockholder's VoiceStream    
common stock, plus accrued interest. VoiceStream will include the following     
information with the payment:                                                   

- certain financial data relating to VoiceStream;                     

- VoiceStream's estimate of the fair value of the shares and a brief  
description of the method used to reach such estimate;            

    - a copy of Chapter 23B.13 of the Washington Business Corporation Act; and

- a brief description of the procedures to be followed in demanding   
supplemental payment.                                             

     For dissenting stockholders who were not the beneficial owner of the shares
of VoiceStream common stock before January 17, 2000, VoiceStream may withhold   
payment and instead send a statement setting forth its estimate of the fair     
value of their shares and offering to pay such amount, with interest, as a final
settlement of such dissenting stockholder's demand for payment.                 

    Any dissenting VoiceStream stockholder who is dissatisfied with his or her
payment or offer may, within 30 days of such payment or offer for payment,      
notify VoiceStream in writing of their estimate of fair value of his or her     
shares and the amount of interest due and demand payment thereof. If any        
dissenting stockholder's demand for payment is not settled within 60 days after 
receipt by VoiceStream of his or her payment demand, Chapter 23B.13.300 of the  
Washington Business Corporation Act requires that VoiceStream commence a        
proceeding in King County Superior Court and petition the court to determine the
fair value of the shares and accrued interest, naming all the dissenting        
stockholders whose demands remain unsettled as parties to the proceeding.       

   The court may appoint one or more appraisers to receive evidence and make
recommendations to the court as to the amount of the fair value of the shares.  
The fair value of the shares as determined by the court is binding on all       
dissenting stockholders and may be less than, equal to or greater than the      
market price of the VoiceStream Holdings common stock to be issued to non-      
dissenting stockholders for their VoiceStream common stock if the VoiceStream   
merger is consummated. If the court determines that the fair value of the shares
is in excess of the amount, if any, remitted by VoiceStream, then the court will
enter a judgment for cash in favor of the dissenting stockholders in an amount  
by which the value determined by the court, plus interest, exceeds such amount  
previously remitted.                                                            

  The court shall determine the costs and expenses of the court proceeding
and assess them against VoiceStream, except that the court may assess part or   
all of the costs against any dissenting stockholders whose actions in demanding 
supplemental payments are found by the court to be arbitrary, vexatious or not  
in good faith. If the court finds that VoiceStream did not substantially comply 
with the relevant provisions of sections 23B.13.200 through 23B.13.280 of the   
Washington Business Corporation Act, the court may also assess the fees and     
expenses, if any, of attorneys or experts as the court deems equitable against  
VoiceStream. The court may also assess such fees and expenses against any party 
if the court finds that such party has acted arbitrarily, vexatiously or not in 
good faith in bringing the proceedings. The court may award, in its discretion, 
fees and expenses of an attorney for the dissenting stockholders out of the     
amount awarded to such stockholders, if it finds the services of the attorney   
were of substantial benefit to the other dissenting stockholders, and that such 
fees should not be assessed against VoiceStream.                                

    A stockholder of record may assert dissenters' rights as to fewer than all
of the shares registered in such stockholder's name only if he or she dissents  
with respect to all shares beneficially owned by any one person and notifies    
VoiceStream in writing of the name and address of each person on whose behalf he
or she asserts dissenters' rights. The rights of such a partial dissenting      
stockholder are determined as if the shares as to which he or she dissents and  
his or her other shares were registered                                         

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in the names of different stockholders. Beneficial owners of VoiceStream common 
stock who desire to exercise dissenters' rights themselves must obtain and      
submit the registered owner's written consent at or before the time they file   
the notice of intent to demand fair value.                                      

     For purposes of the Washington Business Corporation Act, "fair value" means
the value of VoiceStream common stock immediately before the effective time,    
excluding any appreciation or depreciation in anticipation of the               
reorganization, unless exclusion would be inequitable. Under section 23B.13.020 
of the Washington Business Corporation Act, a VoiceStream stockholder has no    
right, at law or in equity, to set aside the approval and adoption of the       
VoiceStream merger or the consummation of the reorganization except if such     
approval, adoption or consummation fails to comply with the procedural          
requirements of Chapter 23B.13 of the Washington Business Corporation Act or    
Revised Code of Washington sections 25.10.900 through 25.10.955, VoiceStream's  
Articles of Incorporation, or Bylaws or was fraudulent with respect to such     
stockholder or VoiceStream.                                                     

DISSENTERS' RIGHTS OF APPRAISAL OF OMNIPOINT STOCKHOLDERS                       

 The following is a summary of the principal steps that a stockholder of
Omnipoint must take to exercise appraisal rights. This summary does not purport 
to be complete and we encourage all Omnipoint stockholders to read section 262  
of the Delaware General Corporation Law, which we have attached as Annex J.     
Failure to take any one of the required steps may terminate the stockholder's   
appraisal rights under the Delaware General Corporation Law. BECAUSE OF THE     
COMPLEXITY OF THE PROCEDURES IN EXERCISING APPRAISAL RIGHTS, STOCKHOLDERS WHO   
EXERCISE SUCH RIGHTS SHOULD SEEK THE ADVICE OF LEGAL COUNSEL.                   

REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS OF APPRAISAL           

  In order to exercise dissenters' rights of appraisal, a stockholder must
satisfy all of the following requirements. The stockholder:                     

- must not vote in favor of the proposal to adopt, and approve the    
   transactions contemplated by, the Omnipoint reorganization agreement;

  - must hold his or her shares continuously through the effective date of
the Omnipoint merger;                                             

- within 20 days after receiving a notice of entitlement to appraisal 
  rights, as described below, and before the taking of the vote on the
     Omnipoint merger, must demand in writing from the surviving corporation
the appraisal of his or her shares; and                           

 - if required by the court hearing the appraisal petition, submit stock
       certificates representing the stockholder's Omnipoint common stock to the
  Chancery Court for notation thereon of the pendency of the appraisal
proceedings.                                                      

     FAILURE BY ANY STOCKHOLDER TO FULLY COMPLY WITH THE ITEMS LISTED ABOVE, AND
TO FOLLOW ALL INSTRUCTIONS IN THE APPRAISAL NOTICE AS DESCRIBED BELOW, MAY      
RESULT IN TERMINATION OR WAIVER OF SUCH STOCKHOLDER'S APPRAISAL RIGHTS.         

APPRAISAL PROCEDURE                                                   

  Either before the effective time or within 10 days thereafter, Omnipoint
will notify each of the stockholders entitled to appraisal rights of the        
approval of the Omnipoint merger, the effective date of the Omnipoint merger (if
notice is sent after the effective date) and that appraisal rights are available
for any or all of the stockholder's shares of Omnipoint (the "Appraisal         
Notice"). The Appraisal Notice will include a copy of section 262 of the        
Delaware General Corporation Law.                                               

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Omnipoint will send the Appraisal Notice to the stockholder at his or her       
address as it appears on the records of Omnipoint. Any stockholder entitled to  
appraisal rights may, within 20 days after the date of mailing of the Appraisal 
Notice, demand in writing from Omnipoint the appraisal of his or her shares.    
Such demand will be sufficient if it reasonably informs Omnipoint of the        
identity of the stockholder and that the stockholder intends thereby to demand  
the appraisal of his or her Omnipoint common stock. An Omnipoint stockholder who
elects to exercise appraisal rights must mail or deliver the written demand for 
appraisal to Omnipoint at the address indicated in the Appraisal Notice.        

     Within 120 days after the effective date of the Omnipoint merger, Omnipoint
or any stockholder who has elected appraisal rights and satisfied the criteria  
listed above may file a petition in the Chancery Court demanding a determination
of the value of the stock held by all dissenting stockholders. At any time      
within 60 days after the effective time, any stockholder shall have the right to
withdraw the demand for appraisal and to accept the terms offered in the        
reorganization agreement. If, within the 120-day period, neither Omnipoint nor  
any stockholder has filed a petition, all rights to appraisal will cease and all
of the dissenting stockholders who owned Omnipoint common stock will become     
entitled to receive the consideration to be received under the Omnipoint        
reorganization agreement, without interest.                                     

     Within 120 days after the effective time, each stockholder who has complied
with the requirements of section 262(a) and (d) is, upon written request to     
Omnipoint, entitled to receive from Omnipoint a statement setting forth the     
aggregate number of shares not voted in favor of the Omnipoint merger and with  
respect to which demands for appraisal have been received and the aggregate     
number of holders of such shares. Omnipoint must mail the information to the    
requesting stockholder by the later of (1) 10 days after receipt of the request 
by Omnipoint or (2) 130 days after the effective time.                          

   If a stockholder files a petition with the Chancery Court, Omnipoint will
file a verified list of all stockholders who have demanded appraisal rights and 
with whom Omnipoint has not agreed as to the value of their shares. Thereafter, 
the Chancery Court will notify all those stockholders on the list as to the time
and place of the hearing upon the petition to determine the stockholders who    
have become entitled to appraisal rights and thereafter to appraise the shares, 
determining their fair value exclusive of any element of value arising from the 
accomplishment or expectation of the Omnipoint merger, plus a fair rate of      
interest, if any. In determining the fair value and rate of interest, the       
Chancery Court shall consider all relevant factors. The court may permit        
discovery. Any stockholder who appears on the list submitted by Omnipoint in the
preceding paragraph may participate fully in all proceedings.                   

     The Chancery Court will direct the payment of the fair value of the shares,
together with interest, if any, by Omnipoint to the stockholders who are        
entitled to such payment upon the surrender of the certificates representing    
such stock to Omnipoint. The costs of the proceeding may be determined by the   
Chancery Court and assessed against the parties as the Chancery Court deems     
equitable. From and after the effective time, any stockholder who has demanded  
appraisal rights shall thereafter neither be entitled to vote such stock for any
purpose nor be entitled to the payment of dividends or other distributions on   
the stock (except those payable to stockholders of record at a date which is    
prior to the effective time).                                                   

Omnipoint stockholders considering seeking appraisal should keep the  
following in mind:                                                              

   - the fair value of their Omnipoint common stock determined under section
    262 could be more, the same, or less than the consideration receivable
pursuant to the Omnipoint reorganization agreement;               

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  - Omnipoint stockholders who exercise dissenters' rights will not become
stockholders of VoiceStream Holdings; and                         

- Omnipoint stockholders receiving cash upon the exercise of appraisal
rights may recognize gain or loss for income tax purposes.        

NO DISSENTERS' RIGHTS OF APPRAISAL FOR AERIAL STOCKHOLDERS                      

Aerial stockholders will not have dissenters' rights of appraisal as a
result of the Aerial reorganization. A copy of the relevant provisions of the   
Delaware General Corporation Law is set forth in Annex J.                       

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BUSINESS OF VOICESTREAM HOLDINGS

VoiceStream Holdings was incorporated in June 1999 as a Delaware      
corporation to act as the parent company for certain business combinations      
involving VoiceStream. We have not conducted any activities other than in       
connection with our organization and the reorganizations. Upon consummation of  
both the Omnipoint reorganization and the Aerial reorganization, VoiceStream,   
Omnipoint and Aerial will be subsidiaries of VoiceStream Holdings. Upon the     
closing of the first to occur of the Omnipoint reorganization or the Aerial     
reorganization, we will change our name to VoiceStream Wireless Corporation.    

Our business initially will be the combined current businesses of     
VoiceStream and either or both of Aerial and Omnipoint, and our assets will be  
the current assets of VoiceStream, and either or both of Omnipoint and Aerial   
and their subsidiaries, subject to the contribution of certain assets to joint  
ventures with Cook Inlet. The operations and assets of, and our relationship    
with, Cook Inlet are more fully described in "The Business of VoiceStream       
Holdings After the Reorganizations; Relationship with Cook Inlet -- Joint       
Ventures in Which We Hold Interests" below.                                     

 While we believe that the reorganizations will create a strong national
competitor in the wireless communications industry, we will be subject to the   
same competition issues described in the most recent reports on Form 10-K of    
Omnipoint and Aerial and Form 10/A of VoiceStream, and subject to the risks     
detailed in "Risk Factors."                                                     

   Since the announcement of the reorganizations, we have been analyzing the
operations of Aerial, Omnipoint and VoiceStream and developing strategies and   
plans to combine and integrate various aspects of the respective businesses of  
VoiceStream, Omnipoint and Aerial.                                              

BACKGROUND -- THE WIRELESS COMMUNICATIONS INDUSTRY                              

OVERVIEW                                                                        

Wireless communications systems use a variety of radio frequencies to 
transmit voice and data. Broadly defined, the wireless communications industry  
includes one-way radio applications, such as paging or beeper services, and     
two-way radio applications, such as cellular, PCS and enhanced specialized      
mobile radio networks. Each such application is licensed in a distinct radio    
frequency block.                                                                

     Since its introduction in 1983, wireless service has grown dramatically. As
of June 30, 1999, according to the Cellular Telephone Industry Association,     
referred to as CTIA, there were 76 million wireless subscribers in the United   
States, representing a penetration rate of 28%.                                 

    In the wireless communications industry, there are two principal frequency
bands licensed by the FCC for transmitting two way voice and data signals,      
"cellular" and "PCS." Cellular systems are generated at 824 to 899 MHz and can  
be either analog or digital. Digital systems convert voice or data signals into 
a stream of digits that is compressed before transmission, enabling a single    
radio channel to carry multiple simultaneous signal transmissions. This         
technology enables enhanced capacity, along with improvements in digital        
signaling, thereby allowing digital-based wireless carriers to offer new and    
enhanced services, such as greater call privacy, and robust data transmission   
features, such as "mobile office" applications (including facsimile, electronic 
mail and wireless connections to computer/data networks, including the          
Internet). See "-- Operation of Wireless Communications Systems."               

   PCS is a term commonly used in the United States to describe a portion of
radio spectrum from 1850 to 1990 MHz. This portion of radio spectrum is to be   
used by PCS licensees to provide                                                

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wireless communications services. PCS spectrum was auctioned by the FCC in six  
frequency blocks (A-F) beginning with the A and B Blocks in late 1994 and 1995. 
In late 1995 and in 1996 the C Block was auctioned and the FCC concluded        
simultaneous auctions of the D, E and F Blocks in 1997. In 1999, the FCC        
reauctioned portions of the C, D, E and F Blocks that were returned or not      
purchased in previous auctions. PCS competes directly with existing cellular    
telephone, paging and specialized mobile radio services. PCS also includes      
features that are not generally offered by analog cellular providers, such as   
data transmissions to and from portable computers, advanced paging services and 
facsimile services. In addition, wireless providers may eventually offer mass   
market wireless local loop applications in competition with wired local         
communications services. See "-- Governmental Regulation" for a discussion of   
the FCC auction process and allocation of wireless licenses.                    

OPERATION OF WIRELESS COMMUNICATIONS SYSTEMS                                    

    Wireless communications system service areas, whether cellular or PCS, are
divided into multiple cells. Due to the frequencies on which they operate, a    
single cell in a cellular system generally transmits over a wider radius than a 
comparable PCS cell. In both cellular and PCS systems, each cell contains a     
transmitter, a receiver and signaling equipment (collectively referred to as the
"cell site"). The cell site is connected by microwave or landline telephone     
lines to a switch that uses computers to control the operation of the wireless  
communications system for the entire service area. The system controls the      
transfer of calls from cell to cell as a subscriber's handset travels,          
coordinates calls to and from handsets, allocates calls among the cells within  
the system and connects calls to the local landline telephone system or to a    
long distance telephone carrier. Wireless communications providers establish    
interconnection agreements with local exchange carriers and interexchange       
carriers, thereby integrating their system with the existing landline           
communications system.                                                          

    Because the signal strength of a transmission between a handset and a cell
site declines as the handset moves away from the cell site, the switching office
and the cell site monitor the signal strength of calls in progress. When the    
signal strength of a call declines to a predetermined level, the switching      
office may "hand off" the call to another cell site where the signal strength is
stronger. If a handset leaves the service area of a cellular or PCS system, the 
call is disconnected unless there is a technical connection with the adjacent   
system.                                                                         

    Wireless system operators normally agree to provide service to subscribers
from other compatible wireless systems who are temporarily located in or        
traveling through their service areas in a practice called "roaming." Agreements
among system operators provide that the carrier that normally provides services 
to the roaming subscriber pays the serving carrier at rates prescribed by the   
serving carrier. Analog cellular handsets are functionally compatible with      
cellular systems in all markets within the United States. As a result, analog   
cellular handsets may be used wherever a subscriber is located, as long as a    
cellular system is operational in the area and necessary roaming arrangements   
exist. Although PCS and cellular systems utilize similar technologies and       
hardware, they operate on different frequencies and use different technical and 
network standards. Dual mode handsets, however, make it possible for users of   
one type of system to "roam" on a different type of system outside of their     
service area.                                                                   

PCS systems operate under one of three principal digital signal       
transmission technologies, or standards, that have been deployed by various     
operators and vendors for use in PCS systems: GSM: Time Division Multiple       
Access, referred to as TDMA; or Code Division Multiple Access, referred to as   
CDMA.                                                                           

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GSM and TDMA are both based upon time-division of spectrum and are    
currently incompatible with each other and with CDMA. Accordingly, a subscriber 
of a system that utilizes GSM technology is currently unable to use a GSM       
handset when traveling in an area not served by GSM-based PCS operators, unless 
the subscriber carries a dual-mode handset that permits the subscriber to use   
the analog cellular system in that area. Under a memorandum of understanding    
between GSM operators in the United States and Canada and the association of    
TDMA operators in the United States and Canada, there are plans to promote the  
interoperability of GSM and TDMA standards.                                     

The following sets forth our view as to the relative advantages and   
disadvantages of the three different technologies:                              

    GSM is the most widely used wireless technology in the world, serving over
215 million customers. GSM's main advantages include:                           

- An open system architecture, supported by a variety of vendors, that
     allows operators to achieve cost economies in infrastructure and mobile
terminal equipment                                                

- The benefits of a single phone number and transparent services on a 
global roaming basis                                              

- High-capacity, as well as high voice quality                        

    - Industry-leading encryption and authentication technology which provides
  customers with a high level of subscription and conversation privacy

- GSM has supported wireless data from its inception, and is currently
      evolving to support high-speed wireless data access to allow subscribers
access to internet and mobile data services                       

GSM's drawback is that the technology has not historically been widely
deployed by North American wireless operators, and is based on a different      
network protocol than other North American standards, making system             
interoperability and roaming with other North American cellular or PCS systems  
more difficult.                                                                 

  CDMA has been widely deployed in North America and parts of Asia. CDMA's
main advantages include:                                                        

   - It has been adopted by more PCS licensees in the United States than GSM
or TDMA, and currently has significantly greater market share and 
penetration than GSM                                              

- High voice quality                                                  

  - Radio architecture that permits maximum frequency reuse, theoretically
increasing system capacity and freeing the wireless operator from 
detailed frequency planning                                       

- It has easier interoperability with North American analog cellular  
systems                                                           

CDMA's drawback is that it is a closed architecture, dependent upon   
intellectual property rights owned by a few manufacturers which increases the   
costs of infrastructure and handsets. In addition, it has had limited global    
deployment as compared to GSM, thus limiting the customers' ability to use their
CDMA service on a global basis.                                                 

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TDMA has been widely deployed in North and South America. TDMA's main 
advantages include:                                                             

- It has easier interoperability with North American analog cellular  
systems                                                           

- Infrastructure and terminal costs that are lower than those of CDMA 
systems                                                           

     - As a result of the convergence agreement with the GSM MOU, TDMA will have
access to the data capabilities of GSM                            

    TDMA's drawbacks include a narrow radio channel which limits voice quality
and support for advanced, higher-speed data services. In addition, its low level
of global deployment limits the number of equipment vendors, thus raising costs,
and also limits the customers' ability to use their TDMA service on a global    
basis.                                                                          

THE BUSINESS OF VOICESTREAM HOLDINGS AFTER THE REORGANIZATIONS                  

After the reorganizations, we will:                                   

   - be a leading PCS provider in the United States with a nearly nationwide
      wireless footprint utilizing a single technology and common frequencies;

- own, collectively with joint venture entities in which we will have 
interests, 338 broadband PCS licenses covering:                   

- 23 of the 25 largest U.S. markets; and                        

- over 218 million persons;                                     

     - serve more than 1.7 million customers through more than 6,900 operational
cell sites; and                                                   

  - be the largest PCS provider using GSM technology in the United States.

    The following table sets forth the markets currently owned and operated by
each company or by joint ventures in which it holds interests:                  

OPERATING MARKETS 

                                                                [Download Table]

     VOICESTREAM                OMNIPOINT                   AERIAL
     -----------                ---------                   ------
                                                                  
Phoenix/Tucson             New York                  Houston      
Seattle/Tacoma             Philadelphia              Minneapolis  
Denver                     Detroit                   Tampa        
Portland                   Boston                    Pittsburgh   
San Antonio                Miami/Ft. Lauderdale      Kansas City  
Salt Lake City             Providence                Columbus     
Oklahoma City              Hartford                  Orlando      
Austin                     Indianapolis              Sarasota     
Honolulu                   Albany                    Daytona Beach
Albuquerque                New Haven                 Melbourne    
Boise                                                             
Des Moines                                                        
El Paso                                                           

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     Our goal is to establish our service offerings as one of the best values in
wireless communications and achieve significant market penetration, particularly
in the fast growing "new to wireless" segment. Our value message is delivered   
through VoiceStream's "Get More" marketing campaign. Our customers get "more"   
airtime in the form of large bundled minutes, "more" meaningful features        
designed to complement today's lifestyles and "more" knowledgeable and          
responsive customer service. Our marketing message will use advertising media   
and direct marketing in an attempt to build a dominant brand and establish our  
reputation as a superior value service provider. This marketing message is      
delivered with a celebrity spokesperson -- Jamie Lee Curtis. We believe her     
unique appeal crosses all major demographic groups.                             

   After the reorganizations, we will continue to offer the services offered
by VoiceStream, Omnipoint and Aerial, which include advanced data capabilities, 
voice and text messaging, privacy and security using smart card technology,     
caller ID and global roaming. We also expect to continue providing and          
developing our prepaid wireless products. Our services will be sold through an  
extensive and balanced distribution network featuring national and local        
dealers, company-owned stores and a direct sales force.                         

     We will continue to employ the GSM digital standard for our PCS systems. We
believe GSM has significant cost advantages over competing technologies. The    
advantages include an open architecture that allows greater flexibility in      
selecting from a larger group of proven North American, European and Asian      
equipment vendors. GSM is the leading international standard serving over 215   
million customers in 137 countries worldwide.                                   

  VoiceStream, Omnipoint and Aerial collectively have entered into roaming
agreements with substantially all of the licensees that have deployed the GSM   
standard in North America, and are members of the GSM Alliance, an organization 
of North American GSM service providers whose members hold licenses that cover  
substantially all of the United States population and serve over 2,400 North    
American cities. Such agreements allow our subscribers to roam on these         
carriers' PCS systems, and vice versa. In addition, VoiceStream has entered into
roaming agreements with cellular carriers which, together with roaming          
agreements with GSM carriers, will permit our subscribers with dual-mode        
capability to roam in substantially all areas across the United States.         
VoiceStream, Omnipoint and Aerial also have reciprocal roaming agreements with a
variety of international carriers which enable their subscribers with compatible
handsets to roam in most countries of the world.                                

STRATEGY                                                                        

Following completion of the reorganizations, our strategy will be to  
efficiently consolidate the operations and marketing of VoiceStream, Omnipoint  
and Aerial under the VoiceStream brand name, and to:                            

 - Penetrate the rapidly growing, broad consumer segment by offering the
       best value. We will seek to penetrate the consumer segment of the market,
      particularly in the fast growing "new to wireless" segment, by providing
  the best value in wireless with more minutes, more features and more
     services for the money than the competition at attractive price points,
and establishing our compelling "Get More" marketing message.     

    - Establish brand differentiation of our proprietary VoiceStream brand. We
 strive to gain brand differentiation and awareness of our marketing
message by promoting the VoiceStream brand with our celebrity     
     spokesperson, Jamie Lee Curtis. Our marketing employs the comprehensive
use of television, radio, print, outdoor and sponsorship media to 
establish our reputation as a superior value service provider.    

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 - Achieve cost efficiencies through centralization and size. We plan to
       continue to centralize key functions such as customer care and sales. Our
     size should also enable us to purchase network and subscriber equipment
at favorable pricing and financing terms.                         

    - Build high quality networks with extensive coverage. We plan to continue
   to construct our networks to provide high capacity and excellent call
    quality. In addition, we will seek to launch networks with substantial
       geographic coverage in and around the metropolitan markets that we serve.

- Offer robust features that capitalize on the advantages of GSM      
    technology. We will strive to continue to offer the most robust set of
features available in connection with GSM technology. Users of GSM
     currently enjoy a feature set not currently available with other widely
    deployed broadband standards, that includes wireless e-mail, voice and
      text messaging, privacy and security using smart card technology, caller
ID, and global roaming.                                           

    - Acquire PCS licenses and systems opportunistically. We have acquired our
    current licenses in a disciplined fashion, paying what we believe have
       been attractive prices. We will continue to seek opportunities to acquire
     additional PCS licenses, systems and/or operators which are additive to
       our current footprint or further the availability of GSM service in North
America.                                                          

MARKETS AND SYSTEMS                                                             

     If the East/West merger closes before the Omnipoint reorganization and both
the Omnipoint and Aerial reorganizations occur, we will own, collectively with  
joint venture entities in which we have interests, 338 broadband PCS licenses   
covering over 218 million persons, and we will serve more than 1.7 million      
customers. See "-- Governmental Regulation; Licensing of PCS Systems."          

If only the Omnipoint reorganization is completed, we will own,       
collectively with joint venture entities in which we have interests, 332        
licenses covering over 193 million persons, and we will serve more than 1.4     
million customers.                                                              

   If only the Aerial reorganization is completed, we will own, collectively
with joint venture entities in which we have interests, 171 licenses covering   
over 116 million persons, and we will serve more than 1.0 million customers.    

  Both the markets we own and those operated by joint ventures in which we
hold interests will use the VoiceStream brand name. Our financial accounting for
joint ventures in which we hold interests differs from that for markets we own  
because we account for our interests in joint ventures as investments using the 
equity method of accounting. Our net share of the revenues and expenses of      
markets operated by joint ventures are reflected using the equity method of     
accounting on a single line in VoiceStream Holding's consolidated statement of  
operations. Additionally, VoiceStream Holdings' portion of the assets and       
liabilities of each joint venture will be reflected, net of VoiceStream         
Holdings' portion of each joint ventures' cumulative net income or loss, in one 
line on its balance sheet.                                                      

The following tables set forth the licenses we and the joint venture  
entities in which we have interests, will hold, together with the populations   
covered by such licenses, and distinguishes the licenses presently held by      
VoiceStream, Omnipoint and Aerial, and joint ventures in which VoiceStream,     
Omnipoint or Aerial hold interests or in which we will hold interests. The      
markets in which we, or joint ventures in which we will hold interests, are     
currently operating are listed in the table entitled "Operating Markets." Each  
table lists MTA markets in descending order by covered population, largest      
population listed first with BTAs within such markets listed alphabetically.    
Depending on the completion of either or both of the reorganizations, the       
licenses which we and the                                                       

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joint ventures in which we have interests hold will cover all or a mixture of   
the following license areas. Unless the context otherwise requires, when used   
herein, with respect to a licensed area, "persons" and "population" are         
interchangeable and refer to the aggregate number of persons located in such    
licensed area. Persons and population data are estimated for 1999 based upon    
1998 estimates by Claritas adjusted by VoiceStream by applying Claritas' growth 
factors from 1997 to 1998.                                                      

VOICESTREAM LICENSES                                                  

                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
SAN FRANCISCO-SAN JOSE                                                              
  San Francisco........................................  6,965,000      E     10 MHz
CLEVELAND                                                                           
  Ashtabula............................................    102,000      E     10 MHz
  Canton-New Philadelphia..............................    526,000      E     10 MHz
  Cleveland-Akron......................................  2,964,000      E     10 MHz
  East Liverpool-Salem.................................    111,000      E     10 MHz
  Erie.................................................    278,000      E     10 MHz
  Mansfield............................................    226,000      E     10 MHz
  Meadville............................................     89,000      E     10 MHz
  Sandusky.............................................    140,000      E     10 MHz
  Sharon...............................................    122,000      E     10 MHz
  Youngstown-Warren....................................    480,000      E     10 MHz
                                                        ----------                  
                                                         5,038,000                  
DENVER                                                                              
  Casper-Gillette......................................    140,000      B     30 MHz
  Cheyenne.............................................    109,000      B     30 MHz
  Colorado Springs.....................................    513,000      B     30 MHz
  Denver...............................................  2,478,000      B     30 MHz
  Fort Collins.........................................    231,000      B     30 MHz
  Grand Junction.......................................    233,000      B     30 MHz
  Greeley..............................................    160,000      B     30 MHz
  Pueblo...............................................    299,000      B     30 MHz
  Rapid City...........................................    194,000      B     30 MHz
  Riverton.............................................     49,000      B     30 MHz
  Rock Springs.........................................     59,000      B     30 MHz
  Scottsbluff..........................................    101,000      B     30 MHz
                                                        ----------                  
                                                         4,566,000                  
PHOENIX                                                                             
  Flagstaff............................................    119,000      D     10 MHz
  Nogales..............................................     40,000      D     10 MHz
  Phoenix(2)...........................................  3,191,000      D     10 MHz
  Prescott.............................................    153,000      D     10 MHz
  Sierra Vista-Douglas.................................    114,000      D     10 MHz
  Tucson(2)............................................    807,000      D     10 MHz
  Yuma.................................................    126,000      D     10 MHz
                                                        ----------                  
                                                         4,550,000                  
ST. LOUIS                                                                           
  Cape Girardeau.......................................    188,000      E     10 MHz
  Carbondale-Marion....................................    218,000      E     10 MHz
  Columbia.............................................    208,000      E     10 MHz
  Jefferson City.......................................    156,000      D     10 MHz
  Kirksville...........................................     56,000      E     10 MHz
  Mount Vernon.........................................    122,000      D     10 MHz

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                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
Poplar Bluff...........................................    155,000      D     10 MHz
  Quincy-Hannibal......................................    180,000      D     10 MHz
  Rolla................................................     93,000      D     10 MHz
  St. Louis............................................  2,822,000      E     10 MHz
  West Plains..........................................     75,000      D     10 MHz
                                                        ----------                  
                                                         4,273,000                  
PORTLAND                                                                            
  Bend.................................................    141,000      A     30 MHz
  Coos Bay-North Bend..................................     84,000      A     30 MHz
  Eugene-Springfield...................................    312,000      A     30 MHz
  Klamath Falls........................................     81,000      A     30 MHz
  Longview.............................................     96,000      A     30 MHz
  Medford-Grants Pass..................................    249,000      A     30 MHz
  Portland.............................................  2,041,000      A     30 MHz
  Roseburg.............................................    103,000      A     30 MHz
  Salem-Albany.........................................    514,000      A     30 MHz
                                                        ----------                  
                                                         3,621,000                  
RICHMOND-NORFOLK                                                                    
  Danville.............................................    168,000      E     10 MHz
  Lynchburg............................................    161,000      E     10 MHz
  Martinsville.........................................     90,000      E     10 MHz
  Norfolk-VA Beach.....................................  1,763,000      E     10 MHz
  Richmond-Petersburg..................................  1,202,000      E     10 MHz
  Staunton-Waynesburo..................................    107,000      E     10 MHz
                                                        ----------                  
                                                         3,491,000                  
SEATTLE                                                                             
  Olympia-Centralia....................................    327,000      E     10 MHz
  Seattle-Tacoma(2)....................................  3,090,000      E     10 MHz
                                                        ----------                  
                                                         3,417,000                  
SALT LAKE CITY                                                                      
  Logan................................................    101,000      A     30 MHz
  Provo-Orem...........................................    358,000      A     30 MHz
  Salt Lake City.......................................  1,554,000      A     30 MHz
  St. George...........................................    129,000   A, E     40 MHz
  Boise-Nampa..........................................    538,000      A     30 MHz
  Idaho Falls..........................................    211,000      A     30 MHz
  Pocatello............................................    102,000      A     30 MHz
  Twin Falls...........................................    158,000      A     30 MHz
                                                        ----------                  
                                                         3,151,000                  

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                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
DES MOINES-QUAD CITIES                                                              
  Burlington...........................................    137,000      A     10 MHz
  Cedar Rapids.........................................    280,000      A     10 MHz
  Clinton-Sterling.....................................    146,000      A     10 MHz
  Davenport-Moline.....................................    427,000      A     10 MHz
  Des Moines(1)........................................    776,000      A  10/30 MHz
  Dubuque..............................................    177,000      A     10 MHz
  Fort Dodge...........................................    126,000      A     10 MHz
  Iowa City............................................    122,000      A     10 MHz
  Marshalltown.........................................     56,000      A     10 MHz
  Mason City...........................................    116,000      A     10 MHz
  Ottumwa..............................................    123,000      A     10 MHz
  Sioux City...........................................    341,000      A     10 MHz
  Waterloo-Cedar Falls.................................    259,000      A     10 MHz
                                                        ----------                  
                                                         3,086,000                  
DALLAS-FORT WORTH                                                                   
  Abilene..............................................    256,000      D     10 MHz
  Amarillo.............................................    407,000      D     10 MHz
  Austin...............................................  1,188,000      D     10 MHz
  Big Spring...........................................     35,000      D     10 MHz
  Brownwood............................................     62,000      D     10 MHz
  Clovis...............................................     80,000      E     10 MHz
  Hobbs................................................     56,000      D     10 MHz
  Lubbock..............................................    404,000      E     10 MHz
  Midland..............................................    122,000   D, E     20 MHz
  Odessa...............................................    217,000   D, E     20 MHz
  Paris................................................     91,000      D     10 MHz
  San Angelo...........................................    165,000      D     10 MHz
                                                        ----------                  
                                                         3,083,000                  
EL PASO-ALBUQUERQUE                                                                 
  Albuquerque..........................................    792,000      A     30 MHz
  Carlsbad.............................................     54,000      A     30 MHz
  Farmington-Durango...................................    194,000      A     30 MHz
  Gallup...............................................    141,000      A     30 MHz
  Las Cruces...........................................    240,000      A     30 MHz
  Roswell..............................................     79,000      A     30 MHz
  Santa Fe.............................................    204,000      A     30 MHz
  El Paso..............................................    772,000      A     30 MHz
                                                        ----------                  
                                                         2,476,000                  

LITTLE ROCK                                                                         
  Fayetteville-Springdale..............................    292,000      E     10 MHz
  Fort Smith...........................................    311,000      D     10 MHz
  Harrison.............................................     87,000      D     10 MHz
  Hot Springs..........................................    132,000      D     10 MHz
  Jonesboro-Paragould..................................    174,000      E     10 MHz
  Little Rock..........................................    920,000      D     10 MHz
  Pine Bluff...........................................    148,000      D     10 MHz
  Russellville.........................................     93,000      E     10 MHz
                                                        ----------                  
                                                         2,157,000                  

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                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
OKLAHOMA CITY                                                                       
  Ada..................................................     54,000      A     30 MHz
  Ardmore..............................................     88,000      A     30 MHz
  Enid.................................................     85,000   A, E     40 MHz
  Lawton-Duncan........................................    173,000      A     30 MHz
  McAlester............................................     53,000      A     30 MHz
  Oklahoma City........................................  1,391,000   A, E     40 MHz
  Ponca City...........................................     46,000   A, E     40 MHz
  Stillwater...........................................     76,000   A, E     40 MHz
                                                        ----------                  
                                                         1,966,000                  
SAN ANTONIO                                                                         
  San Antonio..........................................  1,805,000      D     10 MHz
MILWAUKEE                                                                           
  Milwaukee............................................  1,789,000      D     10 MHz

MINNEAPOLIS-ST. PAUL                                                                
  Aberdeen.............................................     87,000      D     10 MHz
  Bemidji..............................................     64,000      D     10 MHz
  Bismarck.............................................    127,000      E     10 MHz
  Fargo................................................    307,000      E     10 MHz
  Grand Forks..........................................    208,000      D     10 MHz
  Huron................................................     54,000      D     10 MHz
  Mitchell.............................................     84,000      D     10 MHz
  Sioux Falls..........................................    232,000      D     10 MHz
  Watertown............................................     76,000      D     10 MHz
  Willmar-Marshall.....................................     84,000      E     10 MHz
  Worthington..........................................     96,000      D     10 MHz
                                                        ----------                  
                                                         1,419,000                  

SPOKANE-BILLINGS                                                                    
  Billings.............................................    307,000      E     10 MHz
  Bozeman..............................................     77,000      E     10 MHz
  Butte................................................     67,000      D     10 MHz
  Great Falls..........................................    164,000      E     10 MHz
  Helena...............................................     67,000      D     10 MHz
  Kalispell............................................     72,000      D     10 MHz
  Kennewick-Pasco......................................    189,000      D     10 MHz
  Lewiston-Moscow......................................    123,000      E     10 MHz
  Missoula.............................................    164,000      D     10 MHz
  Walla Walla-Pendleton(2).............................    169,000      D     10 MHz
                                                        ----------                  
                                                         1,399,000                  
                                                        ----------                  

CINCINNATI-DAYTON                                                                   
  Dayton-Springfield...................................  1,209,000      E     10 MHz

HONOLULU                                                                            
  Hilo.................................................    142,000      A     30 MHz
  Honolulu.............................................    866,000      A     30 MHz
  Kahului-Wailuku-Lahaina..............................    123,000      A     30 MHz
  Lihue................................................     57,000      A     30 MHz
                                                        ----------                  
                                                         1,188,000                  

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                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
WICHITA                                                                             
  Hutchinson...........................................    124,000      D     10 MHz
  Salina...............................................    143,000      D     10 MHz
  Wichita..............................................    652,000      D     10 MHz
                                                        ----------                  
                                                           919,000                  
OMAHA                                                                               
  Grand Island.........................................    148,000      E     10 MHz
  Hastings.............................................     72,000      E     10 MHz
  Lincoln..............................................    332,000      E     10 MHz
  McCook...............................................     34,000      E     10 MHz
  Norfolk..............................................    112,000      E     10 MHz
  North Platte.........................................     85,000      E     10 MHz
                                                        ----------                  
                                                           783,000                  
KANSAS CITY                                                                         
  Manhattan-Junction City..............................    110,000      D     10 MHz
CHICAGO                                                                             
  Jacksonville.........................................     71,000      E     10 MHz
TULSA                                                                               
  Coffeyville..........................................     61,000      D     10 MHz
                                                        ----------                  
VOICESTREAM TOTAL...................................... 62,593,000                  
                                                        ==========                  

-------------------------                                                       
(1) VoiceStream contributed portions of the Des Moines BTA license to Iowa      
Wireless. As a result, we will own 30 MHz of the license for certain    
   counties within the Des Moines BTA but only 10 MHz for the remainder of the
Des Moines BTA. The remaining 20 MHz is owned by Iowa Wireless.         

(2) Cook Inlet PCS also owns 10 MHz F Block licenses for these BTAs.            

OMNIPOINT LICENSES                                                    

                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
NEW YORK                                                                            
Albany.................................................  1,042,000   A, E     40 MHz
  Allentown............................................    714,000      A     30 MHz
  Binghamton...........................................    338,000      A     30 MHz
  Burlington...........................................    395,000      A     30 MHz
  Elmira...............................................    313,000      A     30 MHz
  Glens Falls..........................................    122,000   A, E     40 MHz
  Hartford.............................................  1,103,000      A     30 MHz
  Ithaca...............................................     96,000      A     30 MHz
  New Haven............................................    976,000      A     30 MHz
  New London...........................................    358,000      A     30 MHz
  New York............................................. 18,572,000   A, D     40 MHz
  Oneonta..............................................    108,000      A     30 MHz
  Pittsburgh...........................................    115,000      A     30 MHz
  Poughkeepsie.........................................    429,000      A     30 MHz
  Rutland..............................................     99,000      A     30 MHz
  Scranton.............................................    659,000      A     30 MHz
  Stroudsburg..........................................    128,000      A     30 MHz
  Syracuse.............................................    782,000      A     30 MHz
  Utica................................................    288,000      A     30 MHz
  Watertown............................................    303,000      A     30 MHz
                                                        ----------                  
                                                        26,940,000                  

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                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
DETROIT                                                                             
  Adrian(1)(2).........................................     99,000      E     10 MHz
  Detroit(1)(2)........................................  5,020,000      E     10 MHz
  Findlay-Tiffin.......................................    152,000   D, E     20 MHz
  Flint................................................    513,000      E     10 MHz
  Grand Rapids(1)(2)...................................  1,043,000      E     10 MHz
  Jackson(1)(2)........................................    204,000      E     10 MHz
  Lansing(1)...........................................    519,000      E     10 MHz
  Lima.................................................    251,000   D, E     20 MHz
  Mt. Pleasant.........................................    129,000      E     10 MHz
  Muskegon(2)..........................................    221,000      E     10 MHz
  Petoskey.............................................    100,000      D     10 MHz
  Saginaw-Bay City.....................................    636,000      E     10 MHz
  Toledo(1)............................................    777,000      D     10 MHz
                                                        ----------                  
                                                         9,664,000                  
BOSTON-PROVIDENCE                                                                   
  Bangor(2)............................................    321,000      E     10 MHz
  Boston...............................................  4,259,000   D, E     20 MHz
  Hyannis..............................................    232,000      D     10 MHz
  Keene................................................    115,000   D, E     20 MHz
  Lewiston-Auburn......................................    215,000      E     10 MHz
  Manchester-Nashua-Concord............................    582,000   D, E     20 MHz
  Pittsfield(2)........................................    134,000      E     10 MHz
  Portland-Brunswick...................................    495,000      D     10 MHz
  Presque Isle(1)......................................     75,000   D, E     20 MHz
  Providence-Pawtucket-New Bedford-Fall River(1).......  1,502,000      D     10 MHz
  Springfield-Holyoke(2)...............................    659,000      D     10 MHz
  Waterville-Augusta................................... 168,000...   D, E     20 MHz
  Worcester-Fitchburg-Leominster.......................    726,000   D, E     20 MHz
                                                        ----------                  
                                                         9,483,000                  
WASHINGTON-BALTIMORE                                                                
  Charlottesville......................................    217,000      E     10 MHz
  Cumberland...........................................    159,000      E     10 MHz
  Fredericksburg.......................................    159,000      D     10 MHz
  Hagerstown-Chambersburg-Martinsburg..................    353,000      D     10 MHz
  Salisbury............................................    178,000   D, E     20 MHz
  Washington, D.C......................................  4,516,000      E     10 MHz
                                                        ----------                  
                                                         5,582,000                  
MIAMI-FT. LAUDERDALE                                                                
  Miami-Ft. Lauderdale(1)..............................  3,743,000      E     10 MHz
ST. LOUIS                                                                           
  Columbia.............................................    208,000      D     10 MHz
  Kirksville...........................................     56,000      D     10 MHz
  Mt. Vernon-Centralia(2)..............................    122,000      E     10 MHz
  Quincy-Hannibal......................................    180,000      E     10 MHz
  St. Louis(2).........................................  2,822,000      D     10 MHz
                                                        ----------                  
                                                         3,388,000                  
INDIANAPOLIS                                                                        
  Bloomington-Bedford..................................    237,000      E     10 MHz
  Columbus(1)..........................................    154,000      E     10 MHz
  Indianapolis.........................................  1,468,000      E     10 MHz
  Kokomo-Logansport(2).................................    185,000      D     10 MHz

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                                                                [Download Table]

                 MTA/BTA LICENSE AREA                   POPULATION  BLOCK     MHZ   
                 --------------------                   ----------  -----  ---------
                                                                                    
Lafayette..............................................    267,000      E     10 MHz
  Marion...............................................    107,000      E     10 MHz
  Terre Haute(1).......................................    246,000      E     10 MHz
  Vincennes-Washington(1)..............................     94,000      E     10 MHz
                                                        ----------                  
                                                         2,758,000                  
BUFFALO-ROCHESTER                                                                   
  Jamestown-Dunkirk....................................    183,000      E     10 MHz
  Olean-Bradford.......................................    243,000   D, E     20 MHz
  Rochester(2).........................................  1,143,000      D     10 MHz
                                                        ----------                  
                                                         1,569,000                  
CHICAGO                                                                             
  Elkhart(2)...........................................    256,000      E     10 MHz
  Galesburg............................................     74,000      E     10 MHz
                                                        ----------                  
                                                           330,000                  
WICHITA                                                                             
  Hutchinson...........................................    124,000      E     10 MHz
  Salina(2)............................................    143,000      E     10 MHz
                                                        ----------                  
                                                           267,000                  
LITTLE ROCK                                                                         
  El Dorado-Magnolia-Camden............................    103,000      E     10 MHz
                                                        ----------                  
OMNIPOINT TOTAL........................................ 63,827,000                  
                                                        ==========                  

---------------                                                                 
(1) Cook Inlet/VoiceStream GSM II also will own licenses for these BTAs upon the
completion of the Omnipoint reorganization.                             

(2) Cook Inlet/VoiceStream GSM III also will own licenses for these BTAs upon   
the completion of the Omnipoint reorganization.                         

AERIAL LICENSES                                                       

                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
MINNEAPOLIS                                                                         
  Aberdeen................................................     87,000    B    30 MHz
  Bemidji.................................................     64,000    B    30 MHz
  Bismarck................................................    127,000    B    30 MHz
  Brainerd................................................     94,000    B    30 MHz
  Dickinson...............................................     36,000    B    30 MHz
  Duluth..................................................    408,000    B    30 MHz
  Eau Claire..............................................    189,000    B    30 MHz
  Fargo...................................................    307,000    B    30 MHz

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                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
Fergus Falls..............................................    126,000    B    30 MHz
  Grand Forks.............................................    208,000    B    30 MHz
  Huron...................................................     54,000    B    30 MHz
  Ironwood................................................     32,000    B    30 MHz
  Mankato.................................................    247,000    B    30 MHz
  Minneapolis.............................................  3,142,000    B    30 MHz
  Minot...................................................    121,000    B    30 MHz
  Mitchell................................................     84,000    B    30 MHz
  Rochester...............................................    241,000    B    30 MHz
  St. Cloud...............................................    279,000    B    30 MHz
  Sioux Falls.............................................    232,000    B    30 MHz
  Watertown...............................................     76,000    B    30 MHz
  Williston...............................................     26,000    B    30 MHz
  Willmar-Marshall........................................    125,000    B    30 MHz
  Worthington.............................................     96,000    B    30 MHz
                                                           ----------               
                                                            6,401,000               
TAMPA                                                                               
  Daytona Beach...........................................    476,000    A    30 MHz
  Lakeland................................................    456,000    A    30 MHz
  Melbourne...............................................    471,000    A    30 MHz
  Ocala...................................................    243,000    A    30 MHz
  Orlando.................................................  1,528,000    A    30 MHz
  Sarasota................................................    571,000    A    30 MHz
  Tampa...................................................  2,466,000    A    30 MHz
                                                           ----------               
                                                            6,211,000               
HOUSTON                                                                             
  Beaumont................................................    457,000    A    30 MHz
  Bryan...................................................    165,000    A    30 MHz
  Houston.................................................  4,793,000    A    30 MHz
  Lake Charles............................................    278,000    A    30 MHz
  Lufkin..................................................    156,000    A    30 MHz
  Victoria................................................    164,000    A    30 MHz
                                                           ----------               
                                                            6,013,000               
PITTSBURGH                                                                          
  Altoona.................................................    225,000    B    30 MHz
  Clarksburg..............................................    193,000    B    30 MHz
  Du Bois.................................................    126,000    B    30 MHz
  Fairmont................................................     57,000    B    30 MHz
  Indiana.................................................     89,000    B    30 MHz
  Johnstown...............................................    235,000    B    30 MHz
  Morgantown..............................................    107,000    B    30 MHz
  New Castle..............................................     95,000    B    30 MHz
  Oil City................................................    105,000    B    30 MHz
  Pittsburgh..............................................  2,455,000    B    30 MHz
  Steubenville............................................    135,000    B    30 MHz
  Wheeling................................................    212,000    B    30 MHz
                                                           ----------               
                                                            4,034,000               
KANSAS CITY                                                                         
  Emporia.................................................     46,000    B    30 MHz
  Joplin..................................................    235,000    B    30 MHz
  Kansas City.............................................  2,000,000    B    30 MHz
  Lawrence................................................     93,000    B    30 MHz
  Manhattan-Junction City.................................    110,000    B    30 MHz

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                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
Pittsburg-Parsons.........................................     90,000    B    30 MHz
  St. Joseph..............................................    190,000    B    30 MHz
  Sedalia.................................................     89,000    B    30 MHz
  Topeka..................................................    253,000    B    30 MHz
                                                           ----------               
                                                            3,106,000               
COLUMBUS                                                                            
  Athens..................................................    131,000    B    30 MHz
  Chillicothe.............................................    103,000    B    30 MHz
  Columbus................................................  1,622,000    B    30 MHz
  Marion..................................................     96,000    B    30 MHz
  Parkersburg.............................................    181,000    B    30 MHz
  Zanesvile...............................................    187,000    B    30 MHz
                                                           ----------               
                                                            2,320,000               
                                                           ----------               
AERIAL TOTAL.............................................. 28,085,000               
                                                           ==========               

   RELATIONSHIP WITH COOK INLET -- JOINT VENTURES IN WHICH WE HOLD INTERESTS

  When implementing the PCS licensing scheme in the United States, the FCC
established six PCS license Blocks, A, B, C, D, E, and F, and sold them to the  
high bidders in a series of auctions.                                           

As part of the process, the FCC adopted rules that granted a narrow   
category of designated entities the right to bid for and own C and F Block      
licenses. VoiceStream did not qualify as a designated entity and was unable to  
obtain C and F Block licenses.                                                  

In order to continue expansion of the VoiceStream system, however,    
VoiceStream obtained 49.9% minority ownership interests in two joint ventures   
controlled by Cook Inlet Region, Inc., each of which qualified as a designated  
entity and was able to bid for and obtain C and F Block licenses. These joint   
ventures generally acquired licenses in markets where VoiceStream either did not
hold licenses or held licenses with limited spectrum. The markets owned by these
joint ventures include Tulsa and Spokane, which are currently operating, and    
Chicago and Dallas, which are in the early stages of development. VoiceStream   
executed agreements with each of the joint venture entities allowing the        
entities to operate under the VoiceStream brand name in licensed markets where  
VoiceStream did not hold licenses. In Seattle, Phoenix and other markets where  
the joint ventures hold licenses, and VoiceStream also holds licenses,          
VoiceStream owns and operates the network equipment and a system using the      
VoiceStream brand name. Each of VoiceStream and the joint ventures utilize air  
time, through reciprocal arrangements, on the other's spectrum in such markets  
and pay each other for such use. The joint venture also pays VoiceStream for the
joint venture's use of any network equipment.                                   

     Although Omnipoint qualified as a designated entity under FCC rules and was
therefore able to hold and operate under C and F Block PCS licenses, VoiceStream
Holdings does not qualify as a designated entity and therefore on completion of 
the Omnipoint reorganization cannot own or operate under C or F Block PCS       
licenses. As a result, immediately prior to the Omnipoint reorganization, the C 
and F Block PCS licenses of Omnipoint and existing rights of Omnipoint to obtain
C and F Block PCS licenses are being transferred to two new joint venture       
entities controlled by Cook Inlet Region, Inc. VoiceStream Holdings will have a 
49.9% minority interest in each of such entities. We will execute agreements    
with each of the joint venture entities permitting them to operate under the    
VoiceStream brand name in licensed markets where we do not also hold licenses.  
Philadelphia is among the Omnipoint markets that will be transferred to one of  
the Cook Inlet controlled entities and will be operated by the joint venture    
using the VoiceStream brand name. Licenses for Miami and                        

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San Antonio will also be transferred to joint venture entities, but because we  
will also hold licenses for those markets, we will own and operate the network  
equipment and a system in those markets using the VoiceStream brand name. Each  
of VoiceStream and the joint ventures will utilize air time, through reciprocal 
arrangements, on the other's spectrum in those markets and will pay each other  
for such use. The joint ventures will also pay VoiceStream for the joint        
ventures' use of any network equipment.                                         

    We expect that following the Omnipoint reorganization all markets owned by
the four joint venture entities controlled by Cook Inlet will operate under the 
VoiceStream brand name. In markets where we also directly hold PCS licenses, we 
will continue to have agreements with such entities allowing equipment leasing, 
resale and roaming, enabling each of us to operate on the systems constructed   
for the markets, and we expect that we will retain rights to operate using the  
VoiceStream brand name. In any markets where a joint venture entity controlled  
by Cook Inlet operates using the VoiceStream brand name and we subsequently     
obtain a license to operate in such market, we may not be able to operate under 
the VoiceStream brand name.                                                     

  Our interests in these joint ventures allow us to extend the VoiceStream
brand into markets where we otherwise would not be able to operate. Our         
interests in these joint ventures are recorded as investments on our balance    
sheet and we do not consolidate the revenues and expenses associated with       
operations of these joint ventures in our financial statements.                 

We will not have control and will maintain limited investor protection
rights after the Omnipoint reorganization in the four joint venture entities    
controlled by Cook Inlet Region, Inc. We will have substantial financial        
commitments and must rely on corresponding financial commitments to the joint   
venture entities from Cook Inlet in the markets served by these joint venture   
entities. Also, many of the systems owned by these joint venture entities have  
not been built out and the joint ventures will have substantial capital needs in
connection with such build-outs.                                                

- Cook Inlet/VoiceStream PV/SS PCS, LP                                

    Cook Inlet/VoiceStream PV/SS PCS, LP, formerly Cook Inlet/Western Wireless
PV/SS PCS, LP, is a Delaware limited partnership formed in November 1995. We    
will hold a 49.9% limited partnership interest in Cook Inlet PV/SS PCS. Cook    
Inlet PV/SS PCS began operations in the Tulsa market in June 1997, in the       
Phoenix/Tucson market in November 1998 and in the Seattle/ Tacoma and Spokane   
markets in February 1999. Cook Inlet PV/SS PCS has not yet finalized its        
construction plans for the other licenses it owns. Cook Inlet PV/SS PCS owns FCC
licenses to provide wireless communications services in the following 19 BTA    
license areas. See "-- Governmental Regulation; Licensing of PCS Systems."      

                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
SEATTLE                                                                             
  Aberdeen................................................     91,000    C    15 MHz
  Bellingham..............................................    161,000    F    10 MHz
  Bremerton...............................................    242,000    C    15 MHz
  Port Angeles............................................     93,000    C    15 MHz
  Seattle-Tacoma(1).......................................  3,090,000    F    10 MHz
  Wenatchee...............................................    211,000    C    15 MHz
  Yakima..................................................    259,000    C    15 MHz
                                                           ----------               
                                                            4,147,000               
PHOENIX                                                                             
  Phoenix(1)..............................................  3,191,000    F    10 MHz
  Tucson(1)...............................................    807,000    F    10 MHz
                                                           ----------               
                                                            3,998,000               

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                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
CINCINNATI-DAYTON                                                                   
  Cincinnati..............................................  2,139,000    F    10 MHz
TULSA                                                                               
  Bartlesville............................................     47,000    C    15 MHz
  Coffeyville(1)..........................................     61,000    C    15 MHz
  Muskogee................................................    159,000    C    15 MHz
  Tulsa...................................................    910,000    C    15 MHz
                                                           ----------               
                                                            1,177,000               
                                                           ----------               
SPOKANE-BILLINGS                                                                    
  Spokane.................................................    733,000    C    15 MHz
  Walla Walla-Pendleton...................................    169,000    C    15 MHz
                                                           ----------               
                                                              902,000               
EL PASO-ALBUQUERQUE                                                                 
  El Paso.................................................    772,000    F    10 MHz
DALLAS-FORT WORTH                                                                   
  Temple-Killeen..........................................    354,000    F    10 MHz
KANSAS CITY                                                                         
  Pittsburg-Parsons.......................................     90,000    F    10 MHz
                                                           ----------               
COOK INLET PCS TOTAL...................................... 13,579,000               
                                                           ==========               

---------------                                                                 

(1) VoiceStream also owns 10 MHz D or E Block licenses for these BTAs.          

- Cook Inlet/VoiceStream PCS LLC                                      

    Cook Inlet/VoiceStream PCS was formed on February 12, 1999. We will hold a
49.9% membership interest in Cook Inlet/VoiceStream PCS. Cook Inlet/VoiceStream 
PCS participated in the recently completed FCC reauction of C, D, E and F Block 
licenses and was the high bidder on the following 28 BTA licenses.              

                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
CHICAGO                                                                             
Chicago...................................................  8,617,000    C    30 MHz
  Champaign-Urbana........................................    218,000    C    30 MHz
  Decatur-Effingham.......................................    247,000    C    30 MHz
  Jacksonville(1).........................................     71,000    C    15 MHz
  Kankakee................................................    135,000    C    30 MHz
  Mattoon.................................................     62,000    C    30 MHz
  Michigan City-La Porte..................................    109,000    C    30 MHz
  Rockford................................................    444,000    C    30 MHz
  Springfield.............................................    278,000    C    30 MHz
                                                           ----------               
                                                           10,181,000               
DALLAS                                                                              
  Dallas-Fort Worth.......................................  5,121,000    C    30 MHz
  Longview-Marshall.......................................    315,000    C    30 MHz
  Shreveport..............................................    582,000    C    30 MHz
  Texarkana...............................................    263,000    C    30 MHz
  Tyler...................................................    301,000    C    30 MHz
  Waco....................................................    293,000    C    30 MHz
                                                           ----------               
                                                            6,875,000               

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                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
NEW ORLEANS                                                                         
  Baton Rouge.............................................    667,000    C    30 MHz
  Hammond.................................................    105,000    C    30 MHz
  Lafayette-New Iberia....................................    530,000    C    30 MHz
                                                           ----------               
                                                            1,302,000               
OMAHA                                                                               
  Omaha...................................................    965,000    C    15 MHz
PHOENIX                                                                             
  Flagstaff...............................................    119,000    C    30 MHz
  Prescott................................................    153,000    C    30 MHz
  Sierra Vista-Douglas....................................    114,000    C    30 MHz
  Yuma....................................................    126,000    C    30 MHz
                                                           ----------               
                                                              512,000               
ST. LOUIS                                                                           
  Cape Girardeau..........................................    188,000    C    30 MHz
  Poplar Bluff............................................    155,000    C    30 MHz
  Rolla...................................................     93,000    C    30 MHz
                                                           ----------               
                                                              436,000               
                                                           ----------               
LITTLE ROCK                                                                         
  El Dorado-Magnolia......................................    103,000    C    30 MHz
MINNEAPOLIS                                                                         
  Aberdeen................................................     87,000    C    30 MHz
                                                           ----------               
COOK INLET/VOICESTREAM PCS TOTAL.......................... 20,461,000               
                                                           ==========               

-------------------------                                                       

(1) VoiceStream also owns a 10 MHz E Block license for the BTA.                 

- Cook Inlet/VoiceStream GSM II PCS, LLC                              

  Cook Inlet/VoiceStream GSM II PCS, LLC was formed in anticipation of the
Omnipoint reorganization. We will hold a 49.9% membership interest in Cook      
Inlet/VoiceStream GSM II PCS, LLC. Pursuant to the purchase agreement by and    
between Cook Inlet/VoiceStream GSM II PCS, LLC and Omnipoint, Cook              
Inlet/VoiceStream GSM II PCS, LLC will acquire BTA licenses and certain         
associated assets and liabilities for the following 54 BTA markets, as well as  
certain FCC Wireless Communications Services licenses:                          

                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
DETROIT                                                                             
  Battle Creek............................................    239,000    F    10 MHz
  Adrian(1)...............................................     99,000    F    10 MHz
  Detroit(1)..............................................  5,020,000    F    10 MHz
  Flint(1)................................................    513,000    F    10 MHz
  Grand Rapids(1).........................................  1,043,000    F    10 MHz
  Jackson(1)..............................................    204,000    F    10 MHz
  Lansing(1)..............................................    519,000    F    10 MHz
  Toledo(1)...............................................    777,000    F    10 MHz
                                                           ----------               
                                                            8,414,000               

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                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
PHILADELPHIA                                                                        
  Atlantic City...........................................    339,000    C    15 MHz
  Dover...................................................    293,000    C    15 MHz
  Philadelphia-Wilmington-Trenton.........................  5,975,000    C    15 MHz
  Reading.................................................    355,000    C    15 MHz
                                                           ----------               
                                                            6,962,000               

MIAMI-FT. LAUDERDALE                                                                
  Miami-Ft. Lauderdale(1).................................  3,743,000    F    10 MHz
  W. Palm Beach-Boca Raton................................  1,078,000    F    10 MHz
                                                           ----------               
                                                            4,821,000               

WASHINGTON-BALTIMORE                                                                
  Baltimore...............................................  2,533,000    F    10 MHz
                                                           ----------               

ATLANTA                                                                             
  Albany-Tilton...........................................    342,000    F    10 MHz
  Augusta.................................................    567,000    F    10 MHz
  Macon-Warner Robins.....................................    641,000    F    10 MHz
  Savannah................................................    719,000    F    10 MHz
                                                           ----------               
                                                            2,269,000               

PUERTO RICO-USVI                                                                    
  San Juan................................................  2,170,000    F    10 MHz

BIRMINGHAM                                                                          
  Birmingham..............................................  1,304,000    F    10 MHz
  Gatsden.................................................    184,000    F    10 MHz
  Decatur.................................................    143,000    F    10 MHz
  Huntsville..............................................    511,000    F    10 MHz
                                                           ----------               
                                                            2,142,000               

SAN ANTONIO                                                                         
  San Antonio.............................................  1,805,000    F    10 MHz

CHICAGO                                                                             
  Benton Harbor...........................................    161,000    F    10 MHz
  Danville................................................    110,000    F    10 MHz
  Ft. Wayne...............................................    684,000    F    10 MHz
  Peoria..................................................    463,000    F    10 MHz
  South Bend-Mishawaka....................................    350,000    F    10 MHz
                                                           ----------               
                                                            1,768,000               

RICHMOND-NORFOLK                                                                    
  Norfolk-Virginia Beach-                                                           
  Newport News............................................  1,763,000    F    10 MHz

NASHVILLE                                                                           
  Nashville...............................................  1,665,000    F    10 MHz

BOSTON-PROVIDENCE                                                                   
  Presque Isle(1).........................................     75,000    F    10 MHz
  Providence-Pawtucket-New Bedford-Fall River(1)..........  1,502,000    F    10 MHz
                                                           ----------               
                                                            1,577,000               

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                                                                [Download Table]

                   MTA/BTA LICENSE AREA                    POPULATION  BLOCK   MHZ  
                   --------------------                    ----------  -----  ------
                                                                                    
ST. LOUIS                                                                           
  Cape Girardeau-Sikeston.................................    188,000    F    10 MHz
  Carbondale-Marion.......................................    218,000    F    10 MHz
  Jefferson City..........................................    156,000    F    10 MHz
  Poplar Bluff............................................    155,000    F    10 MHz
  Rolla...................................................     93,000    F    10 MHz
  Springfield.............................................    631,000    F    10 MHz
  West Plains.............................................     75,000    F    10 MHz
                                                           ----------               
                                                            1,516,000               

INDIANAPOLIS                                                                        
  Anderson................................................    181,000    F    10 MHz
  Muncie..................................................    180,000    F    10 MHz
  Richmond................................................    104,000    F    10 MHz
  Columbia(1).............................................    154,000    F    10 MHz
  Terre Haute(1)..........................................    246,000    F    10 MHz
  Vincennes-Washington(1).................................     94,000    F    10 MHz
                                                           ----------               
                                                              959,000               

DES MOINES-QUAD CITIES                                                              
  Des Moines..............................................    775,000    F    10 MHz

WICHITA                                                                             
  Wichita.................................................    652,000    F    10 MHz

DENVER                                                                              
  Colorado Springs, CO....................................    513,000    F    10 MHz

DALLAS-FT. WORTH                                                                    
  Waco....................................................    293,000    F    10 MHz

CHARLOTTE-GREENSBORO-GREENVILLE-RALEIGH                                             
  Goldsboro-Kinston.......................................    237,000    F    10 MHz

CINCINNATI-DAYTON                                                                   
  Williamson-Pikeville....................................    185,000    F    10 MHz

PORTLAND                                                                            
  Coos Bay-North Bend.....................................     84,000    F    10 MHz

LOS ANGELES-SAN DIEGO, CA                                                           
  Los Angeles, CA......................................... 15,939,000    F    10 MHz
  Santa Barbara-Santa Maria, CA...........................    394,000    F    10 MHz
                                                           ----------               
                                                           16,333,000               

SAN FRANCISCO-OAKLAND-SAN JOSE, CA                                                  
  Reno, NV................................................    560,000    F    10 MHz

WASHINGTON, DC-BALTIMORE, MD                                                        
  Washington, DC..........................................  4,516,000    F    10 MHz

TAMPA-ST. PETERSBURG-ORLANDO, FL                                                    
  Sarasota-Bradenton, FL..................................    571,000    F    10 MHz
                                                           ----------               

COOK INLET/VOICESTREAM GSM II TOTAL....................... 65,083,000               
                                                           ==========               

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-------------------------                                                       
(1) Omnipoint also owns licenses for these BTAs.                                

- Cook Inlet/VoiceStream GSM III PCS, LLC                             

    Cook Inlet/VoiceStream GSM III was formed in anticipation of the Omnipoint
reorganization. We will hold a 49.9% membership interest in Cook                
Inlet/VoiceStream GSM III. Pursuant to the purchase agreement dated as of June  
23, 1999, by and between Cook Inlet/VoiceStream GSM III and Omnipoint, Cook     
Inlet/VoiceStream GSM III will acquire licenses and license applications for the
following 34 BTA markets:                                                       

                                                        [Enlarge/Download Table]

                    MTA/BTA LICENSE AREA                      POPULATION    BLOCK   MHZ  
                    --------------------                     -------------  -----  ------
                                                                                         
DETROIT                                                                                  
  Adrian(1).................................................        99,000    C    15 MHz
  Alpena....................................................        67,000    C    30 MHz
  Battle Creek(1)...........................................       239,000    C    15 MHz
  Detroit(1)................................................     5,020,000    C    30 MHz
  Flint(1)..................................................       513,000    C    30 MHz
  Grand Rapids(1)...........................................     1,043,000    C    15 MHz
  Jackson(1)................................................       204,000    C    15 MHz
  Kalamazoo.................................................       371,000    C    30 MHz
  Muskegon(1)...............................................       221,000    C    15 MHz
  Sault Ste. Marie..........................................        56,000    C    30 MHz
                                                             -------------               
                                                                 7,833,000               
ST. LOUIS                                                                                
  Mt. Vernon-Centralla(1)...................................       122,000    C    30 MHz
  St. Louis(1)..............................................     2,822,000    C    30 MHz
                                                             -------------               
                                                                 2,944,000               
BUFFALO-ROCHESTER                                                                        
  Buffalo-Niagara Falls.....................................     1,200,000    C    30 MHz
  Rochester(1)..............................................     1,143,000    C    30 MHz
                                                             -------------               
                                                                 2,343,000               
CLEVELAND                                                                                
  Ashtabula.................................................       102,000    C    30 MHz
  Canton-New Philadelphia...................................       526,000    C    30 MHz
  E. Liverpool-Salem........................................       111,000    C    30 MHz
  Erie......................................................       278,000    C    30 MHz
  Mansfield.................................................       226,000    C    30 MHz
  Sandusky..................................................       140,000    C    15 MHz
  Youngstown-Warren.........................................       480,000    C    30 MHz
                                                             -------------               
                                                                 1,863,000               
PHILADELPHIA                                                                             
  Harrisburg................................................       687,000    C    30 MHz
  Lancaster.................................................       456,000    C    30 MHz
  York-Hanover..............................................       464,000    C    30 MHz
                                                             -------------               
                                                                 1,607,000               
CHICAGO                                                                                  
  Elkhart(1)................................................       256,000    C    30 MHz
  Benton Harbor.............................................       161,000    C    30 MHz
  Ft. Wayne.................................................       684,000    C    30 MHz
  South Bend-Mishawaka......................................       350,000    C    15 MHz
                                                             -------------               
                                                                 1,451,000               

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                                                        [Enlarge/Download Table]

                    MTA/BTA LICENSE AREA                      POPULATION    BLOCK   MHZ  
                    --------------------                     -------------  -----  ------
                                                                                         
BOSTON-PROVIDENCE                                                                        
  Bangor(1).................................................       321,000    C    15 MHz
  Lebanon-Claremont.........................................       175,000    C    30 MHz
  Pittsfield(1).............................................       134,000    C    30 MHz
  Springfield-Holyoke(1)....................................       659,000    C    30 MHz
                                                             -------------               
                                                                 1,289,000               
INDIANAPOLIS                                                                             
  Kokomo-Logansport(1)......................................       185,000    C    15 MHz
WICHITA                                                                                  
  Salina(1).................................................       143,000    C    30 MHz
                                                             -------------               
COOK INLET/VOICESTREAM GSM III TOTAL........................    19,658,000               
                                                             =============               

---------------                                                                 

(1) Omnipoint also owns licenses for these BTAs.                                

    OTHER JOINT VENTURE ENTITIES IN WHICH WE WILL HOLD INTERESTS FOLLOWING THE
FIRST TO OCCUR OF THE OMNIPOINT REORGANIZATION AND THE AERIAL         
REORGANIZATION                                                        

Following the first to occur of the completion of the Omnipoint       
reorganization and the Aerial reorganization, we will hold interests in the     
following joint venture entities.                                               

- Iowa Wireless Services, L.P.                                        

   Iowa Wireless Services, L.P. is a Delaware limited partnership ultimately
controlled by Iowa Network Services, Inc., an Iowa corporation. We will hold a  
38% limited partnership interest in Iowa Wireless. Iowa Wireless began          
operations in certain markets in 1998.                                          

     Iowa Wireless owns FCC licenses to provide wireless communications services
in the following 13 BTA license areas. See "-- Governmental Regulation;         
Licensing of PCS Systems."                                                      

                                                        [Enlarge/Download Table]

                   MTA/BTA LICENSE AREA                     POPULATION  BLOCK   MHZ  
                   --------------------                     ----------  -----  ------
                                                                                     
DES MOINES-QUAD CITIES                                                               
  Burlington...............................................   137,000   A, D   40 MHz
  Cedar Rapids.............................................   280,000      A   20 MHz
  Clinton-Sterling.........................................   146,000   A, D   40 MHz
  Davenport-Moline.........................................   427,000      A   20 MHz
  Des Moines(1)............................................   207,000      A   20 MHz
  Dubuque..................................................   177,000      A   20 MHz
  Fort Dodge...............................................   126,000      A   20 MHz
  Iowa City................................................   122,000      A   20 MHz
  Marshalltown.............................................    56,000   A, D   40 MHz
  Mason City...............................................   116,000   A, D   40 MHz
  Ottumwa..................................................   123,000      A   20 MHz
  Sioux City...............................................   341,000      A   20 MHz
  Waterloo-Cedar Falls.....................................   259,000      A   20 MHz
                                                            ---------                
IOWA WIRELESS TOTAL........................................ 2,517,000                
                                                            =========                

-------------------------                                                       
(1) VoiceStream contributed portions of the Des Moines BTA license to Iowa      
Wireless. As a result, we will own 30 MHz of the license for certain    
   counties within the Des Moines BTA but only 10 MHz for the remainder of the
Des Moines BTA. The remaining 20 MHz is owned by Iowa Wireless.         

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- STPCS, LLC                                                          

STPCS is a Delaware limited liability company ultimately controlled by
STPCS Investment, LLC. We will hold an 18% membership interest in STPCS. STPCS, 
through its wholly owned subsidiaries, owns seven FCC licenses to provide       
wireless communications services in the following seven BTA markets. See        
"-- Governmental Regulation; Licensing of PCS Systems."                         

                                                        [Enlarge/Download Table]

                   MTA/BTA LICENSE AREA                     POPULATION  BLOCK   MHZ  
                   --------------------                     ----------  -----  ------
                                                                                     
SAN ANTONIO                                                                          
  Brownsville-Harlingen....................................   353,000   D, F   20 MHz
  Corpus Christi...........................................   556,000      D   10 MHz
  Eagle Pass-Del Rio.......................................   120,000      F   10 MHz
  Laredo...................................................   215,000      D   10 MHz
  McAllen..................................................   594,000      D   10 MHz
                                                            ---------                
                                                            1,838,000                
HOUSTON                                                                              
  Victoria.................................................   164,000      F   10 MHz
                                                            ---------                
         STPCS TOTAL....................................... 2,002,000                
                                                            =========                

OTHER JOINT VENTURES IN WHICH WE WILL HOLD AN INTEREST FOLLOWING THE  
OMNIPOINT REORGANIZATION                                              

- D&E/Omnipoint Wireless Joint Venture, LLC                           

   D&E/Omnipoint Wireless Joint Venture, LLC is a Delaware limited liability
company formed in September 1997. We will hold a 50% interest in this entity to 
which Omnipoint has committed to contribute licenses for several western        
Pennsylvania BTA markets. The company launched service in the markets in        
September 1997.                                                                 

                                                        [Enlarge/Download Table]

                   MTA/BTA LICENSE AREA                     POPULATION  BLOCK   MHZ  
                   --------------------                     ----------  -----  ------
                                                                                     
PHILADELPHIA                                                                         
  York-Hanover.............................................   464,000    E     10 MHz
  Harrisburg...............................................   687,000    D     10 MHz
  Lancaster................................................   456,000    E     10 MHz
                                                            ---------                
         D&E/OMNIPOINT WIRELESS TOTAL...................... 1,607,000                
                                                            =========                

- NPI-Omnipoint Wireless, LLC                                         

    NPI Omnipoint Wireless, LLC is a Delaware limited liability company formed
in March 1999. We will hold a 30% interest in this joint venture entity to which
Omnipoint has committed to contribute licenses for several central Michigan     
BTAs. The company launched service in the markets in the Spring of 1999.        

                                                        [Enlarge/Download Table]

                   MTA/BTA LICENSE AREA                     POPULATION  BLOCK   MHZ  
                   --------------------                     ----------  -----  ------
                                                                                     
DETROIT                                                                              
  Grand Rapids(1).......................................... 1,043,000    E     10 MHz
  Mount Pleasant...........................................   129,000    E     10 MHz
  Muskegon.................................................   221,000    E     10 MHz
  Saginaw-Bay City(1)......................................   636,000    E     10 MHz
                                                            ---------                
         NPI-OMNIPOINT WIRELESS TOTAL...................... 2,029,000                
                                                            =========                

-------------------------                                                       

(1) Omnipoint has agreed to contribute portions of the Grand Rapids and         
  Saginaw-Bay City BTA licenses to NPI-Omnipoint Wireless, LLC. As a result,
Omnipoint will own the E Block licenses                                 

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   for certain counties within the Grand Rapids and Saginaw-Bay City BTAs, and
   NPI-Omnipoint Wireless, LLC will own the E block licenses for the remainder
of the counties in the Grand Rapids and Saginaw-Bay City BTA.           

     OTHER JOINT VENTURES IN WHICH WE WILL HOLD AN INTEREST FOLLOWING THE AERIAL
REORGANIZATION                                                                  

   Following completion of the Aerial reorganization, we will hold interests
in the following joint venture entities:                                        

- Wireless Alliance, LLC                                              

   Wireless Alliance, LLC is a Minnesota limited liability company formed in
November 1996. We will hold a 30% interest in Wireless Alliance. The company    
launched service in 1998.                                                       

                                                        [Enlarge/Download Table]

                   MTA/BTA LICENSE AREA                     POPULATION  BLOCK   MHZ  
                   --------------------                     ----------  -----  ------
                                                                                     
MINNEAPOLIS (1)                                                                      
  Duluth...................................................   408,000      B   20 MHz
  Grand Forks..............................................   208,000      B   20 MHz
  Fargo....................................................   307,000      B   20 MHz
  Sioux Falls..............................................   232,000      B   20 MHz
                                                            ---------                
         WIRELESS ALLIANCE TOTAL........................... 1,155,000                
                                                            =========                

-------------------------                                                       

(1) Aerial contributed to Wireless Alliance 20 MHz of the 30 MHz of the above   
BTAs within the Minneapolis MTA license in exchange for its ownership   
interest in Wireless Alliance.                                          

- Access Plus, LLC                                                    

    A GSM infrastructure agreement between a wholly-owned subsidiary of Aerial
Operating Company and Access Plus, LLC, provides for the build-out of the       
Brainerd BTA portion of Aerial's Minneapolis MTA and the sharing of revenues    
generated by this venture.                                                      

PRODUCTS AND SERVICES                                                           

 We will continue to provide a variety of wireless products and services
designed to match a range of needs for business and personal use. VoiceStream,  
Omnipoint and Aerial currently offer several distinct services and features in  
their PCS systems, including:                                                   

- Enhanced Features. Our systems will continue to offer caller        
  identification, call hold, voice mail and numeric paging, as well as
       custom calling features such as call-waiting, conference calling and call
forwarding.                                                       

  - Messaging and Wireless Data Transmission. Our systems will continue to
     allow for two-way messaging to and from all subscribers' handsets. This
       facilitates a number of messaging and internet-related services which are
 currently offered by VoiceStream, Omnipoint and Aerial, such as the
      receipt of wireless e-mail, and which may be offered in the future, such
as Web browsing.                                                  

  - Call Security and Privacy. Sophisticated encryption algorithms provide
      increased call security, encouraging users to make private, business and
   personal calls with significantly lower risk of eavesdropping than on
analog-based systems.                                             

     - Smart Card. "Smart" cards, programmed with the user's billing information
and a specified service package, allow subscribers to obtain PCS  
    connectivity automatically, simply by inserting their smart cards into
compatible PCS handsets.                                          

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 - Prepaid Wireless. Our systems will continue to offer prepaid wireless
services in many of our markets.                                  

- Over-the-Air Activation and Over-the-Air Subscriber Profile         
Management. VoiceStream, Omnipoint and Aerial are able to transmit
  changes in the subscriber's feature package, including mobile number
     assignment and personal directory numbers, directly to the subscriber's
handset.                                                          

     - Roaming. Subscribers are able to roam throughout the United States either
      on other GSM-based PCS systems operated by current licensees or by using
dual-made handsets that can be used on existing cellular systems. 

MARKETING, SALES AND CUSTOMER SERVICE                                           

     Our sales and marketing strategy is to generate continued subscriber growth
and increased subscriber revenues. In addition, we will continue to target a    
customer base which we believe is likely to generate higher monthly service     
revenues, while attempting to achieve a low cost of adding new subscribers.     

     - Marketing. We will continue to market our PCS products and services under
       the proprietary VoiceStream brand name. Our objective is to develop brand
   recognition of VoiceStream through substantial advertising and direct
marketing in each of our PCS markets. We may continue to use the  
Omnipoint brand for select services.                              

      In marketing our PCS services, we will concentrate our marketing efforts
      primarily on the consumer market. Through our "Get More" proposition, we
       will emphasize that consumers get more for their money from VoiceStream's
     enhanced features, privacy, customer service and competitive pricing of
   these services. We will also promote to businesses that would benefit
       from integrated voice messaging, wireless data transmission, and enhanced
features and services. Our advertising is supported by a celebrity
spokesperson -- Jamie Lee Curtis.                                 

- Sales. We will continue to sell our products and services through a 
   combination of direct and indirect channels. As a combined entity, we
    will operate company-owned retail sales locations and utilize a direct
      sales force. Our training programs will provide our sales employees with
     an in-depth understanding of our systems, products and services so that
they, in turn, can provide extensive information to prospective   
  customers. Sales commissions generally are linked both to subscriber
revenue and subscriber retention, as well as to activation levels.

We believe that our local sales offices will provide the physical 
   presence in local markets necessary to position us as a quality local
       service provider, and give us greater control over both our costs and the
     sales process. We will also utilize indirect sales through an extensive
       network of national and local merchant and specialty retailers. We intend
     to continue to use a combination of direct and indirect sales channels,
   with the mix depending on the retail needs of each particular market.

       In addition, we will act as a retail distributor of handsets and maintain
     inventories of handsets. Although subscribers generally are responsible
    for purchasing or otherwise obtaining their own handsets, VoiceStream,
Omnipoint and Aerial have historically sold handsets below cost to
respond to competition and general industry practice and expect to
continue to do so in the future.                                  

- Customer Service. Customer service is a significant element of our  
operating philosophy. We are committed to attracting and retaining
subscribers by providing consistently superior                    

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   customer service. We will continue to maintain a highly sophisticated
 monitoring and control system with a well-trained staff of customer
  service personnel and technical personnel to handle both routine and
complex questions as they arise, 24 hours a day, 365 days a year. 

   We will continue to implement credit check procedures at the time of sale
and continuously monitor customer churn (the rate of subscriber attrition). We  
believe that we can help manage our churn rate through an outreach program      
implemented through our sales force and customer service personnel. This program
will not only enhance subscriber loyalty, but also increase add-on sales and    
customer referrals. The outreach program will also allow the sales staff to     
check customer satisfaction, as well as to offer additional calling features,   
such as voice mail and call forwarding.                                         

SUPPLIERS AND EQUIPMENT VENDORS                                                 

  We will not manufacture any of the handsets or network equipment used in
our operations. The high degree of compatibility among different manufacturers' 
models of handsets and network equipment will allow us to continue to design,   
construct and operate our systems without being dependent upon any single source
of such equipment. The handsets and network equipment used in VoiceStream's,    
Omnipoint's and Aerial's operations are available for purchase from multiple    
sources, and we anticipate that such equipment will continue to be available in 
the foreseeable future. VoiceStream, Omnipoint and Aerial currently purchase    
handsets primarily from Motorola Inc., Ericsson Inc., Mitsubishi Wireless       
Communications, Inc. and Nokia Mobile Phones, Inc. We will deploy network       
equipment primarily from Ericsson, Nortel Networks Inc., Nokia                  
Telecommunications, Inc. and Siemens Information and Communications Networks,   
Inc.                                                                            

COMPETITION                                                                     

   Competition for subscribers among wireless licensees is based principally
upon the services and features offered, the technical quality of the wireless   
systems, customer service, system coverage, capacity and price. Under current   
FCC rules, there may be up to seven PCS licensees in each geographic area in    
addition to the two cellular licensees. Also, specialized mobile radio dispatch 
system operators have constructed digital mobile communications systems on      
existing specialized mobile radio frequencies, referred to as ESMR, in many     
cities throughout the United States, including some of the markets in which we  
will operate.                                                                   

  We will operate in highly competitive markets. Our principal competitors
will be the cellular service providers in our markets, many of which have been  
operational for a number of years, and national PCS providers, many of which    
offer no or low cost roaming and toll calls. Many of our competitors have       
significantly greater financial and technical resources than those available to 
us and provide comparable services in competition with our PCS systems. These   
competitors include Vodafone AirTouch Cellular Communications, Inc., AT&T       
Wireless Services, Inc., Bell Atlantic, GTE Mobilnet, Nextel Communications,    
Inc., Sprint Corp. (PCS Group), and US West Wireless LLC. We also compete with  
paging, dispatch and conventional mobile telephone companies, resellers and     
landline telephone service providers in our PCS markets. Potential users of     
wireless systems may, however, find their communications needs satisfied by     
other current and developing technologies. One or two-way paging or beeper      
services that feature voice messaging and data display as well as tone only     
service may be adequate for potential subscribers who do not need to speak to   
the caller. In the future, wireless service may also compete more directly with 
traditional landline telephone service providers.                               

GSM systems are not deployed in all areas of the United States. As a  
result, our subscribers may not be able to conveniently use PCS services while  
roaming in areas outside our markets. Further, our principal PCS competitors use
standards other than GSM. For example, US West and                              

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Sprint PCS use the CDMA standard and AT&T Wireless uses the TDMA standard.      
Systems using the CDMA and TDMA standards cover more areas of the United States 
than do GSM systems. Therefore, our competitors deploying such systems have a   
competitive advantage in this regard.                                           

     The FCC generally requires cellular and PCS licensees to provide service to
"resellers." A reseller provides wireless service to customers but does not hold
an FCC license and generally does not own facilities. The reseller buys blocks  
of wireless telephone numbers and capacity from a licensed carrier and resells  
service through its own distribution network to the public. Thus, a reseller is 
both a customer of a wireless licensee's services and also a competitor of that 
licensee. Several small resellers currently operate in competition with         
VoiceStream's systems. With respect to PCS licensees, the resale obligations    
terminate five years after the last group of initial licenses of currently      
allotted PCS spectrum is awarded.                                               

In the future, we expect to face increased competition from entities  
providing similar services using other communications technologies. While some  
of these technologies and services are currently operational, others are being  
developed or may be developed in the future.                                    

  In 1996, the FCC transferred 200 MHz of spectrum previously allocated to
federal government use to the private sector. In April of 1997, the FCC         
auctioned 30 MHz of spectrum for wireless communications services, which can    
provide fixed or mobile telecommunications service. Omnipoint purchased nine    
licenses as a result of such auction, all of which will be contributed to Cook  
Inlet/VoiceStream GSM II. In late 1997, the FCC also auctioned 10 MHz of        
spectrum for specialized mobile radio service, another potential competitor with
PCS and cellular service. Moreover, in 1998, the FCC auctioned more than 1000   
MHz of spectrum for local multipoint distribution service. VoiceStream acquired 
16 licenses as a result of such auction. During 1998, the FCC auctioned 25 MHz  
of spectrum for the General Wireless Communications Service, plus additional    
spectrum in the 220 MHz band. We cannot foresee how technological progress or   
economic incentives will affect competition from these new services. In all     
instances, the FCC reserves the right to amend or repeal its service regulations
and auction schedule.                                                           

INTELLECTUAL PROPERTY                                                           

     VoiceStream holds federal trademark registration of the marks "VoiceStream"
and "VoiceStream and Design," and has registered or applied for various other   
trade and service marks with the United States Patent and Trademark Office. As  
of November 30, 1999, Omnipoint had 69 United States patents, 10 foreign        
patents, 65 United States and 85 foreign pending patent applications, 16 United 
States and 111 foreign trademarks, and 25 United States and 77 pending foreign  
trademark applications. As of December 31, 1999, Aerial had one pending         
application for a patent, eight trademarks in the United States, two trademarks 
in the European Community, one trademark in Canada, and five common law         
trademarks. Upon the closing of both reorganizations, we will hold all such     
intellectual property.                                                          

ORGANIZATION                                                                    

   We will hold our FCC licenses and conduct all operations through a number
of direct and indirect wholly-owned subsidiaries and through certain affiliates.
Indirect wholly-owned subsidiaries of VoiceStream are the 49.9% limited partner 
of Cook Inlet/VoiceStream PV/SS PCS, L.P., the 38% limited partner of Iowa      
Wireless, the 18% member of STPCS LLC, and a 49.9% ownership interest in Cook   
Inlet/VoiceStream PCS LLC. In three markets, VoiceStream and Cook               
Inlet/VoiceStream PV/SS PCS, L.P. each own a license for 10 MHz of PCS spectrum 
that are the subject of agreements allowing each of VoiceStream and Cook        
Inlet/VoiceStream PCS to operate on the PCS systems built by VoiceStream in     
those markets. Wholly-owned subsidiaries of Omnipoint are the 50%               

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member of D&E/Omnipoint Wireless Joint Venture, LLC and the 30% member of       
NPI-Omnipoint Wireless, LLC and will hold 49.9% membership interests in Cook    
Inlet/VoiceStream GSM II and Cook Inlet/VoiceStream GSM III. A wholly-owned     
subsidiary of Aerial Operating Company owns a 30% membership interest in        
Wireless Alliance, LLC. Additionally, a GSM infrastructure agreement between a  
wholly-owned subsidiary of Aerial Operating Company and Access Plus, LLC,       
provides for the build-out of a portion of Aerial's Minneapolis MTA and the     
sharing of the revenues generated by this venture.                              

FINANCING PLAN                                                                  

   We believe that access to capital and financial flexibility are necessary
to successfully implement our strategy and to complete the reorganization.      

    In November 1999, VoiceStream and VoiceStream Holdings jointly issued $1.1
billion aggregate principal amount of 10 3/8% Senior Notes due 2009 and $720    
million aggregate principal amount of 11 7/8% Senior Discount Notes due 2009 for
aggregate net proceeds of $1.46 billion.                                        

 VoiceStream used $400 million of the proceeds from the Senior Notes and
Senior Discount Notes to repay $400 million of Senior Debentures and an         
additional $265 million to repay outstanding borrowings under the revolver      
portion of its existing credit facility.                                        

  After completion of the reorganizations, VoiceStream Holdings expects to
receive or have available an aggregate of $6.2 billion in new funding from the  
following sources: $3.0 billion under the new credit facility for which         
VoiceStream has received commitments from a group of lenders; $1.7 billion of   
new equity from Hutchison and Sonera, of which $380 million has been invested;  
and $1.46 billion of net proceeds from the Senior Notes and Senior Discount     
Notes, of which $400 million have been used to repay the Senior Debentures and  
$265 million have been used to repay the revolver portion of the credit         
facility.                                                                       

These funds for which VoiceStream has received commitments will enable
VoiceStream Holdings to repay approximately $2.5 billion in outstanding         
indebtedness of VoiceStream, Omnipoint and Aerial, including, as of September   
30, 1999:                                                                       

  - $500 million of outstanding indebtedness under the term portion of the
existing credit facility of VoiceStream;                          

- $23 million in institutional notes and $1.5 billion in loans payable
under financing agreements of Omnipoint; and                      

- $520 million in notes and vendor debt of Aerial.                    

In addition to the repayments described above, VoiceStream Holdings intends to  
use the balance of such funds to complete planned construction of its PCS       
networks, to launch operations in new markets, to fund operational requirements 
of the joint ventures in which it holds interests, and to provide working       
capital and fund anticipated operating losses.                                  

ANTICIPATED NEW CREDIT FACILITY                                                 

    VoiceStream and VoiceStream Holdings have entered into a commitment with a
consortium of lenders pursuant to which, upon completion of the Omnipoint       
reorganization, such lenders have agreed, subject to satisfaction of conditions,
to enter into an anticipated new credit facility with a direct wholly-owned     
subsidiary of VoiceStream Holdings and a subsidiary of Omnipoint. VoiceStream   
Holdings will guarantee all of the obligations under such facility.             

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     Pursuant to the anticipated new credit facility, the lenders will make term
loans and revolving credit loans in an aggregate principal amount not to exceed 
$3 billion outstanding. The anticipated new credit facility will be available to
refinance existing indebtedness of VoiceStream, Omnipoint and Aerial, to fund   
capital expenditures, working capital and general corporate purposes, to finance
permitted investments and acquisitions and to pay all transaction fees. So long 
as the Omnipoint 11 5/8% Senior Notes due 2006 and 2007, the Omnipoint 11 1/2%  
Senior Notes due 2009 and the Omnipoint 14% Senior Notes due 2003 shall be      
outstanding, the availability of proceeds of the anticipated new credit facility
to Omnipoint and its subsidiaries will be limited to (1) refinancing of existing
indebtedness of Omnipoint and its subsidiaries, (2) revolving credit or other   
working capital indebtedness of Omnipoint and its subsidiaries in an aggregate  
principal amount outstanding or available at any time not to exceed $100        
million, and (3) fund capital expenditures and other acquisitions of            
telecommunications assets by Omnipoint and its subsidiaries.                    

     The revolving credit portion of the anticipated new credit facility will be
a $1.5 billion reducing revolving credit facility. The availability of the      
revolving credit portion of the anticipated new credit facility will decline    
over the period commencing three years after the closing date through the eighth
anniversary of the closing date in the following percentages: 10% in 2003, 15%  
in 2004, 20% in 2005, 20% in 2006 and 35% in 2007. The term loan portions of the
anticipated new credit facility will be comprised of a $500 million tranche and 
a $1 billion tranche. The $500 million tranche will be required to be amortized 
in the following amounts during the period commencing three years after the     
closing date through the ninth anniversary: $5 million in each of 2003 through  
2008 and the outstanding balance on the ninth anniversary of the closing date.  
The $1 billion tranche will be required to be amortized at the same rate that   
the availability under the revolving credit portion of the anticipated new      
credit facility reduces with a final maturity on the eighth anniversary of the  
closing date.                                                                   

Borrowings under the Tranche A term loan will bear interest, at the   
borrower's option, at an annual rate of interest equal to either (1) the greater
of (a) the prime rate, or (b) the Federal Funds rate plus  1/2%, or (2) a       
Eurodollar rate, in each instance plus an applicable margin to be agreed upon   
with the lenders. Such applicable margin will range to a maximum of 1.50%, in   
the case of loans based on the prime rate or Federal Funds rate, and to a       
maximum of 2.75%, in the case of loans based on a Eurodollar rate, in each case 
based upon certain factors including the ratio of total indebtedness to         
operating cash flow, as defined in the anticipated new credit facility, of the  
borrower.                                                                       

     The Tranche B term loan under the anticipated new credit facility will bear
interest, at the Borrower's option, at an annual rate of interest equal to      
either (1) the greater of (a) the prime rate, or (b) the Federal Funds rate plus
1/2%, or (2) a Eurodollar rate, plus an applicable margin. Such applicable    
margin will be a fixed percentage of 2.25%, in the case of loans based on the   
prime rate or Federal Funds rate, and 3.50% in the case of loans based on a     
Eurodollar rate.                                                                

   The anticipated new credit facility will contain affirmative and negative
covenants of the Borrower, including financial covenants, and will provide for  
various events of default. The anticipated new credit facility will permit the  
incurrence of additional indebtedness of up to $1.5 billion, which indebtedness 
would be secured by the same collateral as the indebtedness under the           
anticipated new credit facility. The repayment of the loans will be secured by, 
among other things, the grant of a security interest in the capital stock and   
assets of the borrower and certain of its subsidiaries.                         

This summary of the anticipated new credit facility is based upon the 
commitment letter for the anticipated new credit facility and is subject to any 
changes to the terms of the anticipated new credit facility that are agreed to  
by the parties prior to the execution of the definitive documentation for the   
anticipated new credit facility.                                                

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GOVERNMENTAL REGULATION                                                         

   The FCC regulates the licensing, construction, operation, acquisition and
sale of cellular and PCS systems in the United States pursuant to the           
Communications Act.                                                             

LICENSING OF PCS SYSTEMS                                              

In order to increase competition in wireless communications, promote  
improved quality and service and make available the widest possible range of    
wireless services, federal legislation was enacted directing the FCC to allocate
radio frequency spectrum for PCS by competitive bidding. A PCS system operates  
under a protected geographic service area license granted by the FCC for a      
particular market on one of six frequency blocks allocated for broadband PCS    
service. The FCC has divided the United States and its possessions and          
territories into PCS markets made up of 493 BTAs and 51 MTAs. Each MTA consists 
of at least two BTAs. As many as seven licenses are issued in each PCS service  
area. The FCC has allocated 120 MHz of radio spectrum in the 2 GHz band for     
licensed PCS services. The FCC divided the 120 MHz of spectrum into six         
individual blocks, each of which is allocated to serve either MTAs or BTAs. The 
spectrum allocation includes two 30 MHz blocks (A and B Blocks) licensed for    
each of the 51 MTAs, one 30 MHz block (C Block) (which has been split in some   
BTAs into two 15 MHz blocks) licensed for each of the 493 BTAs, and three 10 MHz
blocks (D, E and F Blocks) licensed for each of the 493 BTAs. A PCS license has 
been or will be awarded for each MTA or BTA in every block, for a total of more 
than 2,000 licenses.                                                            

Under the FCC's current rules specifying spectrum ownership limits    
affecting broadband PCS licensees, no person or entity may hold an attributable 
interest in licenses for more than 45 MHz of PCS, cellular and specialized      
mobile radio services regulated as Commercial Mobile Radio Service, referred to 
as CMRS, where there is significant overlap in any geographic area (significant 
overlap will occur when at least 10% of the population of the PCS licensed      
service area is within the cellular geographic service area, referred to as the 
CGSA, and/or specialized mobile radio service area, as defined by the FCC). In  
an order released September 22, 1999, the Commission raised the aggregation     
limit for licensees serving rural areas (defined as cellular RSAs) to 55 MHz.   
For purposes of this spectrum limit, any controlling ownership interest shall be
"attributable," as will any equity interest of 20% or more (however, 40% or more
applies (1) if the ownership interest is held by a small business, or (2) if the
interest is held by an entity with a non-controlling interest in a PCS licensee 
that is a small business or (3) is held by a passive institutional investor).   
Furthermore, the officers and directors of any licensee shall be considered to  
have an attributable interest in each entity with which they are associated.    
This means that Western Wireless's ownership of cellular licenses will be       
attributed to VoiceStream Holdings (because of some common officers and         
directors) and Cook Inlet/VoiceStream PCS's PCS licenses will be attributed to  
VoiceStream Holdings (because of VoiceStream's equity interest). Western        
Wireless owns cellular licenses serving markets that are wholly or partially    
within the Oklahoma City MTA, resulting in Western Wireless and VoiceStream     
exceeding the FCC's spectrum cap restrictions which were in effect prior to the 
September 22, 1999 order, prior to the spin-off of VoiceStream. Western Wireless
had filed a waiver request with the FCC which is pending, and Western Wireless  
and VoiceStream have been allowed to delay compliance with the restriction until
the FCC rules on the waiver request. In the event that spectrum cap restrictions
are not eliminated as part of the FCC's biennial review of regulation in the    
fourth quarter of 2000, or the temporary waiver is not granted, then sometime   
before or about September 1, 2000, either VoiceStream Holdings or Western       
Wireless will be obligated to divest sufficient portions of their markets in the
Oklahoma City MTA to come into compliance with the rules.                       

    The licenses of Omnipoint will also be attributed to VoiceStream after the
Omnipoint reorganization, as will the Aerial licenses after the Aerial          
reorganization. This attribution will cause                                     

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the spectrum cap to be exceeded in the following BTAs in the case of the        
Omnipoint reorganization: Detroit and Flint, Michigan, St. Louis, Rolla, Poplar 
Bluff and Cape Girardeau-Sikeston, Missouri, Salina, Kansas and Mt. Vernon,     
Illinois. Spectrum cap compliance issues also arise in a number of MTAs and BTAs
described below in the case of the Aerial reorganization depending in part upon 
FCC action on a joint request for declaratory ruling on spectrum cap compliance 
by VoiceStream, VoiceStream Holdings, Aerial and TDS filed with the FCC on      
December 1, 1999. Regardless of the outcome of the request for declaratory      
ruling, after the Aerial reorganization, VoiceStream Wireless Holdings and      
Western Wireless will exceed the spectrum cap in the Minneapolis and the        
Oklahoma City MTAs and in the following BTAs: Manhattan-Junction City and       
Pittsburgh-Parsons, Kansas; Bemidji, Wilmar Marshall and Worthington Minnesota; 
Bismark, Fargo and Grand Forks, North Dakota; Huron, Mitchell, Sioux Falls,     
Watertown and Aberdeen, South Dakota. If the FCC rules that the licenses of TDS'
subsidiary U.S. Cellular are attributable to VoiceStream Wireless Holdings and  
Western Wireless by virtue of TDS' ownership in or right to appoint a director  
to VoiceStream Wireless Holdings, then VoiceStream Wireless Holdings will have  
to divest sufficient portions of its spectrum in the following BTAs to comply   
with the FCC's rules: Oklahoma City, Oklahoma; Marshalltown, Mason City and     
Burlington, Iowa; Clinton, Iowa-Sterling, Illinois; and Abilene, Texas. In      
addition, in the event of an unfavorable FCC declaratory ruling, there will be a
de minimus spectrum overlap problem (10.74%) caused by attribution of U.S.      
Cellular's spectrum holdings in the Kansas City, Kansas MTA, which VoiceStream  
Wireless Holdings will have to cure. Temporary waivers of the spectrum cap have 
been sought by VoiceStream, Omnipoint and Aerial in the context of their FCC    
applications for approval of the reorganizations. If any of these waivers are   
not granted, either VoiceStream Holdings or Western Wireless will be obligated  
to divest sufficient portions of their spectrum in these markets to come into   
compliance with the rules. VoiceStream Holdings does not believe the spectrum   
cap or any action Western Wireless or VoiceStream Holdings may be required to   
take to comply therewith will have a material adverse effect on VoiceStream     
Holdings due to the relatively minor geographic overlaps.                       

 We do not expect that the Aerial reorganization will close prior to the
Omnipoint reorganization. Should this occur, however, TDS's interest will rise  
to approximately 24%, assuming an exchange ratio of 0.455, making licenses of   
U.S. Cellular Corporation, a subsidiary of TDS, attributable to VoiceStream     
Holdings and causing overlap problems which otherwise might be avoided.         
VoiceStream Holdings has sought temporary waivers of the spectrum cap for       
affected markets. If these waivers are not granted, other action will need to be
taken to comply with the spectrum cap rules, which may require VoiceStream      
Holdings to divest operations in the Oklahoma City and Des Moines, Iowa MTAs.   

    All PCS licenses are granted for a ten-year term, at the end of which they
must be renewed. The FCC has adopted specific standards to apply to PCS         
renewals, under which the FCC will award a renewal expectancy to a PCS licensee 
that (1) has provided substantial service during its past license term and (2)  
has substantially complied with applicable FCC rules and policies and the       
Communications Act. All 30 MHz PCS licensees, including VoiceStream and         
Omnipoint, must construct facilities with a signal level sufficient to provide  
adequate service to at least one-third of the population of their service area  
within five years of their initial license grants and to two-thirds of the      
population within ten years. All 10 MHz and 15 MHz PCS licensees, including     
VoiceStream and Omnipoint, must construct facilities with a signal level        
sufficient to provide adequate service to at least one-quarter of the population
in their licensed service area within five years of their initial license       
grants, or make a showing of substantial service in their licensed service area 
within five years of their initial license grants. Licensees that fail to meet  
the coverage requirements may be subject to forfeiture of the license.          

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Cellular and PCS systems are subject to certain Federal Aviation      
Administration regulations with respect to the location, lighting and           
construction of transmitter towers and antennae and may be subject to regulation
under the National Environmental Policy Act and the environmental regulations of
the FCC. State or local zoning and land use regulations will also apply to our  
activities. We will use, among other facilities, common carrier point to point  
microwave facilities to connect cell sites and to link them to the main         
switching office. These facilities are separately licensed by the FCC and are   
subject to regulation as to technical parameters and service.                   

  VoiceStream, Omnipoint and Aerial have purchased their PCS licenses from
private parties and the federal government. They have used a combination of debt
and equity financing to acquire such licenses. Some joint ventures in which they
hold an interest have utilized financing from the federal government to the     
extent available.                                                               

TRANSFERS AND ASSIGNMENTS OF PCS LICENSES                             

  The Communications Act and FCC rules require the FCC's prior approval of
the assignment or transfer of control of a license for a PCS system. In         
addition, the FCC has established transfer disclosure requirements that require 
licensees who transfer control of or assign a PCS license within the first three
years of their license term to file associated contracts for sale, option       
agreements, management agreements or other documents disclosing the total       
consideration that the licensee would receive in return for the transfer or     
assignment of its license. Non-controlling interests in an entity that holds a  
PCS license or PCS system generally may be bought or sold without FCC approval. 
Any acquisition or sale by us of PCS interests may also require the prior       
approval of the Federal Trade Commission and the Department of Justice, if over 
a certain size, as well as state or local regulatory authorities having         
competent jurisdiction.                                                         

   FCC rules restrict the voluntary assignments or transfers of control of C
and F Block licenses. During the first five years of the license term,          
assignments or transfers affecting control are permitted only to assignees or   
transferees that meet the eligibility criteria for participation in the C and F 
Block auctions at the time the application for assignment or transfer of control
is filed, or if the proposed assignee or transferee holds other licenses for C  
and F Blocks and, at the time of receipt of such licenses, met the same         
eligibility criteria. Any transfers or assignments during the entire ten year   
initial license term are subject to an unjust enrichment penalty of acceleration
of any installment payment plans should the assignee or transferee not qualify  
for the same benefits. Any transfers or assignments during the first five years 
of the initial license term are subject to an unjust enrichment penalty of      
forfeiture of bidding credits. In the case of the C and F Blocks, the FCC has   
authority to conduct random audits to ensure that licensees are in compliance   
with the FCC's eligibility rules. Violations of the Communications Act or the   
FCC's rules could result in license revocations, forfeitures or fines.          

     For a period of up to 10 years after the grant of a PCS license, subject to
extension, a PCS licensee will share spectrum with existing licensees that      
operate certain fixed microwave systems within its license area. To secure a    
sufficient amount of unencumbered spectrum to operate our PCS systems           
efficiently and with adequate population coverage, we will need to relocate many
of these incumbent licensees. In an effort to balance the competing interests of
existing microwave users and newly authorized PCS licensees, the FCC adopted a  
transition plan to relocate such microwave operators to other spectrum blocks   
and a cost sharing plan so that if the relocation of an incumbent benefits more 
than one PCS licensee, the benefiting PCS licensees will share the cost of the  
relocation. Initially, this transition plan allowed most microwave users to     
operate in the PCS spectrum for a two-year voluntary negotiation period and an  
additional one-year mandatory negotiation period. The FCC has shortened the     
voluntary negotiation period by one year without                                

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lengthening the mandatory negotiation period, for PCS licensees in the C, D, E  
and F Blocks. For public safety entities dedicating a majority of their system  
communications for police, fire or emergency medical services operations, the   
voluntary negotiation period is three years, with an additional two year        
mandatory negotiation period. Parties unable to reach agreement within these    
time periods may refer the matter to the FCC for resolution, but the incumbent  
microwave user is permitted to continue its operations until final FCC          
resolution of the matter. The transition and cost sharing plans expire on April 
4, 2005, at which time remaining incumbents in the PCS spectrum will be         
responsible for their costs to relocate to alternate spectrum locations.        

FOREIGN OWNERSHIP                                                     

     Under the Communications Act, no more than 25% of an FCC licensee's capital
stock may be indirectly owned or voted by non-United States citizens or their   
representatives, by a foreign government, or by a foreign corporation, absent an
FCC finding that a higher level of alien ownership is not inconsistent with the 
public interest. In November 1997, the FCC adopted new rules, effective in      
February 1998, in anticipation of implementation of the World Trade Organization
Agreement. Formerly, potential licensees had to demonstrate that their markets  
offered effective competitive opportunities in order to obtain authorization to 
exceed the 25% indirect foreign ownership threshold. Under the new rules, this  
showing now only applies to non-World Trade Organization members. Applicants    
from World Trade Organization Agreement signatories have an "open entry"        
standard: they are presumed to offer effective competitive opportunities.       
However, the FCC reserves the right to attach additional conditions to a grant  
of authority, and, in the exceptional case in which an application poses a very 
high risk to competition, to deny the application. The limitation on direct     
foreign ownership in an FCC licensee remains fixed at 20%, with no opportunity  
to increase the percentage, and is unaffected by the FCC's new rules.           
VoiceStream has applied for and received FCC approval for foreign ownership of  
up to 49.9%. VoiceStream has requested from the FCC that they apply the level of
permissible alien ownership in VoiceStream and its operating subsidiaries set   
forth in the June 4, 1999 Public Notice to VoiceStream Holdings and the         
additional operating subsidiaries that it will acquire as part of the           
reorganizations. Following the reorganizations, indirect foreign ownership of   
FCC licenses that we control will be less than 49.9%.                           

   The World Trade Organization Agreement also obligates signatories to open
their domestic telecommunications markets to foreign investment and foreign     
corporations. The World Trade Organization Agreement will increase investment   
and competition in the United States, potentially leading to lower prices,      
enhanced innovation and better service. At the same time, market access         
commitments from World Trade Organization Agreement signatories will provide    
United States service suppliers opportunities to expand abroad.                 

TELECOMMUNICATIONS ACT OF 1996 AND OTHER RECENT INDUSTRY DEVELOPMENTS 

On February 8, 1996, the Telecommunications Act was signed into law,  
substantially revising the regulation of communications. The goal of the        
Telecommunications Act is to enhance competition and remove barriers to market  
entry, while deregulating the communications industry to the greatest extent    
possible. To this end, local and long-distance communications providers will,   
for the first time, be able to compete in each other's market, and telephone and
cable companies will likewise be able to compete in each other's markets. To    
facilitate the entry of new carriers into existing markets, the                 
Telecommunications Act imposes certain interconnection requirements on incumbent
carriers. Additionally, all telecommunications providers are required to make an
equitable and nondiscriminatory contribution to the preservation and advancement
of universal service. We cannot predict the outcome of the FCC's rulemaking     
proceedings to promulgate regulations to implement the new law                  

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or the effect of the new regulations on cellular service or PCS, and there can  
be no assurance that such regulations will not adversely affect our business or 
financial condition.                                                            

The Telecommunications Act codified the policy that non-regional Bell 
operating company CMRS providers will not be required to provide equal access to
long distance carriers, and relieved such CMRS providers of their existing equal
access obligations. The FCC, however, may require CMRS carriers to offer        
unblocked access, i.e., implemented by the subscriber's use of a carrier        
identification code or other mechanisms at the time of placing a call, to the   
long distance provider of a subscriber's choice. The FCC has terminated its     
inquiry into the imposition of equal access requirements on CMRS providers.     

On July 26, 1996, the FCC released a Report and Order establishing    
timetables for making emergency 911 services available by cellular, PCS and     
other mobile service providers, including "enhanced 911" services that provide  
the caller's telephone number, location and other useful information. Cellular  
and PCS providers must be able to process and transmit 911 calls (without call  
validation), including those from callers with speech or hearing disabilities.  
If a cost recovery mechanism is in place and a Public Service Answering Point   
requests and is capable of processing the caller's telephone number and location
information, cellular, PCS, and other mobile service providers must relay a     
caller's automatic number identification and cell site location, and by 2001    
they must be able to identify the location of a 911 caller within 125 meters in 
67% of all cases. State actions incompatible with the FCC rules are subject to  
preemption. On December 1, 1997, the FCC required wireless carriers to transmit 
all 911 calls without regard to validation procedures intended to identify and  
intercept calls from non-subscribers. Then, in an order released June 9, 1999,  
the FCC adopted rules requiring that analog cellular phones include a separate  
capability for processing 911 calls that permit these calls to be handled, where
necessary, by either cellular carrier in the area. The new rule only applies to 
new analog cellular handsets but not to existing handsets or to PCS or SMR      
services.                                                                       

On August 1, 1996, the FCC released a Report and Order expanding the  
flexibility of cellular, PCS and other CMRS providers to provide fixed as well  
as mobile services. Such fixed services include, but need not be limited to,    
"wireless local loop" services, e.g., to apartment and office buildings, and    
wireless backup to private business exchanges and local area networks, to be    
used in the event of interruptions due to weather or other emergencies. The FCC 
has not yet decided how such fixed services should be regulated, but it has     
proposed a presumption that they be regulated as CMRS services.                 

On August 8, 1996, the FCC released its order implementing the        
interconnection provisions of the Telecommunications Act. The FCC's decision is 
lengthy and complex and is subject to petitions for reconsideration and judicial
review, as described below, and its precise impact is difficult to predict with 
certainty. However, the FCC's order concludes that CMRS providers are entitled  
to reciprocal compensation arrangements with LECs and prohibits LECs from       
charging CMRS providers for terminating LEC-originated traffic. Under the rules 
adopted by the FCC, states must set arbitrated rates for interconnection and    
access to unbundled elements based upon the LECs' long-run incremental costs,   
plus a reasonable share of forward-looking joint and common costs. In lieu of   
such cost-based rates, the FCC has established proxy rates to be used by states 
to set interim interconnection rates pending the establishment of cost-based    
rates. The FCC has also permitted states to impose "bill and keep" arrangements,
under which CMRS providers would make no payments for LEC termination of calls  
where LECs and CMRS providers have symmetrical termination costs and roughly    
balanced traffic flows. However, the FCC has found no evidence that these       
conditions presently exist. The relationship of these charges to the payment of 
access charges and universal service contributions has not yet been resolved by 
the FCC. LECs and state regulators filed appeals of the interconnection order,  
which were consolidated in the United States Court of                           

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Appeals for the Eighth Circuit. The Court vacated many of the rules adopted by  
the FCC, including those rules governing the pricing of interconnection         
services, but specifically affirmed the FCC rules governing interconnection with
CMRS providers. In January 1998, the United States Supreme Court agreed to      
review the Eighth Circuit decision. In January 1999, the United States Supreme  
Court reversed many aspects of the Eighth Circuit's judgment, holding that:     

- the FCC has general jurisdiction to implement the Telecommunications
Act's local competition provisions;                               

- the FCC's rules governing unbundled access are consistent with the  
 Telecommunications Act, except for Rule 319, which gives requesting
carriers blanket access to network elements; and                  

- the "pick and choose" rule is a reasonable interpretation of the    
  Telecommunications Act. The FCC on remand adopted a new standard for
       determining which network elements the incumbents must unbundle. Applying
   the revised standard, the FCC reaffirmed that incumbents must provide
    unbundled access to six of the original seven network elements that it
      required unbundled in its original order in 1996 (operator and directory
     assistance services are no longer required). As a result of the Supreme
   Court vacating and remanding the Eighth Circuit's ruling that the FCC
      lacked authority to set local pricing standards, the Eighth Circuit will
      have to decide whether the FCC's total-element long-run incremental cost
   methodology for setting interconnection and unbundled network element
rates violates the Telecommunications Act.                        

  In its implementation of the Telecommunications Act, the FCC established
new federal universal service rules, under which wireless service providers for 
the first time are eligible to receive universal service subsidies, but also are
required to contribute to both federal and state universal service funds. For   
the third quarter of 1999, the FCC's universal service assessments amount to    
0.99% of interstate and intrastate telecommunications revenues for schools and  
libraries and an additional 2.94% of interstate telecommunications revenues for 
high cost and low income support mechanisms. Various parties challenged the     
FCC's universal service rules, and the cases were consolidated in the United    
States Court of Appeals for the Fifth Circuit. The court affirmed most of the   
FCC's decisions regarding its implementation of the high-cost support system but
remanded for further consideration the FCC's decision to assess contributions   
from carriers based on both international and interstate revenues. The court    
also reversed the requirement that incumbent local exchange carriers recover    
their contributions from access charges and the blanket prohibition on          
additional state eligibility requirements for carriers receiving high-cost      
support. Additionally, the Court reversed the rule prohibiting local telephone  
service providers from disconnecting low-income subscribers. Finally, the Court 
concluded that the FCC exceeded its jurisdictional authority when it assessed   
contributions for "schools and libraries" programs based on the combined        
intrastate and interstate revenues of interstate telecommunications providers   
and when it asserted its jurisdictional authority to do the same on behalf of   
high-cost support.                                                              

     The FCC has adopted rules on telephone number portability which will enable
subscribers to migrate their landline and cellular telephone numbers to a PCS   
carrier and from a PCS carrier to another service provider. Various parties have
challenged the number portability requirements as they apply to CMRS providers. 
These challenges are still pending at the FCC and in the courts. We cannot      
predict the outcome of such challenges. In February 1999, the FCC extended the  
deadline for CMRS carriers to implement service provider local number           
portability until November 24, 2002.                                            

    In October 1999, Congress enacted the Department of Defense Appropriations
Act for FY2000, which requires the FCC to accelerate its auction of 36 MHz of   
spectrum in the 746 - 764 and 776 - 794 MHz bands for commercial use so that all
auction proceeds have been deposited by                                         

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September 30, 2000. This spectrum became available as a result of the FCC's     
decision to generally reclaim, for other use, the spectrum previously allocated 
for television broadcast UHF channels 60 - 69. On November 9, 1999, the FCC     
submitted a report to Congress outlining the timetable by which it intends to   
conduct the auction of this spectrum.                                           

     After it completes the rulemaking proceeding that commenced on June 3, 1999
to establish the rules for the auction and the use of this spectrum, the FCC    
anticipates a deadline of March 24, 2000 for the filing of "short-form"         
applications by interested bidders. In the rulemaking, the FCC tentatively      
concluded that this spectrum should be made available for flexible commercial   
use under Part 27 of the Rules. Under current plans, the auction will commence  
on April 25 and terminate on June 7, 2000. Depending on whether the applications
of winning bidders are opposed and the timeliness of the bidders' payments for  
their authorizations, the FCC plans to issue the licenses between August 8 and  
September 29, 2000.                                                             

  The use of this spectrum by the licensees selected in the auction may be
affected by the presence of incumbent broadcasters on some of the channels      
through at least December 31, 2006. The frequencies that will be the subject of 
the auction were previously allocated for television broadcast stations         
operating on UHF channels 60 - 62 and 65 - 67. The FCC decided to reallocate    
this spectrum in the context of its conversion of the nation's broadcasters from
analog to digital operation, a process that is currently scheduled to be        
completed on December 31, 2006.                                                 

EMPLOYEES AND LABOR RELATIONS                                                   

     VoiceStream, Omnipoint and Aerial consider their labor relations to be good
and, to their knowledge, none of their employees is covered by a collective     
bargaining agreement.                                                           

  As of November 15, 1999, VoiceStream employed a total of 2,979 people in
the following areas:                                                            

                                                                [Download Table]

                                                              NUMBER OF
                          CATEGORY                            EMPLOYEES
                          --------                            ---------
                                                                       
Sales and marketing.........................................      876  
Engineering.................................................      441  
General and administrative, including customer service......    1,662  

     Until early 2000, due to the spin-off, Western Wireless and VoiceStream are
generally making their employees available to each other as necessary to support
their activities in areas including accounting, tax and legal advice and        
services and human resources. The party rendering these services will be        
entitled to receive from the other, upon the presentation of invoices therefor, 
payment for its reasonable costs and expenses incurred in providing such        
services.                                                                       

    As of November 15, 1999, Omnipoint employed a total of 2,205 people in the
following areas:                                                                

                                                                [Download Table]

                                                              NUMBER OF
                          CATEGORY                            EMPLOYEES
                          --------                            ---------
                                                                       
Sales and marketing.........................................      591  
Engineering.................................................      406  
General and administrative, including customer service......    1,208  

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 As of November 15, 1999, Aerial employed a total of 2,029 people in the
following areas:                                                                

                                                                [Download Table]

                                                              NUMBER OF
                          CATEGORY                            EMPLOYEES
                          --------                            ---------
                                                                       
Sales and marketing.........................................     805   
Engineering.................................................     289   
General and administrative, including customer service......     935   

PROPERTIES                                                                      

We will maintain our principal executive offices on leased premises in
Bellevue, Washington. We will also lease our customer service centers located in
the following cities:                                                           

                                                                [Download Table]

      VOICESTREAM               OMNIPOINT               AERIAL       
-----------------------  -----------------------  -------------------
                                                                     
Albuquerque, New Mexico  Bethlehem, Pennsylvania  Kansas City, Kansas
Bellingham, Washington   Fort Lauderdale,         Tampa, Florida     
                         Florida                                     

We, along with our subsidiaries and affiliates, also lease and own    
locations for inventory storage, microwave, cell site and switching equipment,  
sales and administrative offices, and retail stores.                            

LEGAL PROCEEDINGS                                                               

Except as referenced in the next two sentences there are no material, 
pending legal proceedings to which any of VoiceStream Holdings, VoiceStream,    
Omnipoint or Aerial or any of their subsidiaries or affiliates is a party or of 
which any of their property is subject which, if adversely decided, would have a
material adverse effect on their financial position, results of operations or   
cash flows. For discussion of certain legal proceedings relating to FCC license 
grants, see "-- Government Regulation." For a discussion of certain legal       
proceedings relating to the Aerial reorganization, see "The Aerial              
Reorganization -- Litigation."                                                  

EXECUTIVE OFFICERS AND DIRECTORS                                                

  After the reorganizations, all executive officers of VoiceStream and one
executive officer of Omnipoint will become executive officers of VoiceStream    
Holdings. VoiceStream Holdings will also have a board of directors consisting of
17 directors. Directors will be elected to serve until they resign or are       
removed, or are otherwise disqualified to serve, or until their successors are  
elected and qualified. The board of directors of VoiceStream Holdings will      
appoint the executive officers. No family relationships exist among any of the  
anticipated executive officers and directors of VoiceStream Holdings. Certain   
stockholders of VoiceStream, Omnipoint and Aerial are also expected to enter    
into one or more voting agreements. See "VoiceStream Holdings Voting Agreement."

 The names, ages and positions of the anticipated executive officers and
directors of VoiceStream Holdings are listed below along with their business    
experience for the past five years. Mr. Stanton, and, until May 3, 2002, Messrs.
Guthrie and Bender, may serve as officers of VoiceStream Holdings,              

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VoiceStream and Western Wireless. It is anticipated that they will divide their 
time between VoiceStream Holdings and VoiceStream, on the one hand, and Western 
Wireless, on the other.                                                         

                                                                [Download Table]

                NAME                  AGE                POSITION               
                ----                  ---                --------               
                                                                                
John W. Stanton...................... 44   Chairman, Chief Executive Officer and
                                           Director                             
Robert R. Stapleton.................. 41   President and Director               
Douglas G. Smith(1).................. 45   Vice Chairman and Director           
Donald Guthrie....................... 44   Vice Chairman and Director           
Cregg B. Baumbaugh................... 43   Executive Vice President -- Finance, 
                                           Strategy and Development             
Alan R. Bender....................... 45   Executive Vice President, General    
                                           Counsel and Secretary                
Robert P. Dotson..................... 39   Senior Vice President -- Marketing   
Timothy R. Wong...................... 43   Senior Vice President -- Engineering 
Patricia L. Miller................... 36   Vice President, Controller and       
                                           Principal Accounting Officer         
Mitchell R. Cohen.................... 35   Director                             
Daniel J. Evans...................... 74   Director                             
Richard L. Fields(1)................. 43   Director                             
Canning K.N. Fok..................... 48   Director                             
Jonathan M. Nelson................... 43   Director                             
Terence M. O'Toole................... 41   Director                             
James N. Perry, Jr.(1)............... 39   Director                             
James J. Ross(1)..................... 61   Director                             
Hans Snook........................... 51   Director                             
Susan M.F. Woo Chow(2)............... 46   Director                             
Frank J. Sixt(2)..................... 48   Director                             
Kaj-Erik Relander(1)................. 37   Director                             

------------------------                                                        
(1) To become a director upon completion of the Omnipoint reorganization.       

(2) To become a director upon the first to occur of the Omnipoint reorganization
and the Aerial reorganization.                                          

   In addition, pursuant to the TDS stockholder agreement, TDS will have the
right to designate at least one director of VoiceStream Holdings, as described  
under "VoiceStream Holdings Voting Agreement." TDS has not at this time         
determined who it will propose to designate.                                    

     John W. Stanton has been a director of VoiceStream since February 1998, and
has been Chief Executive Officer and Chairman of VoiceStream since its formation
in 1994. Mr. Stanton has also been a director, Chief Executive Officer and      
Chairman of Western Wireless and its predecessors since 1992. Mr. Stanton served
as a director of McCaw Cellular from 1986 to 1994, and as a director of LIN     
Broadcasting from 1990 to 1994, during which time it was a publicly-traded      
company. From 1983 to 1991, Mr. Stanton served in various capacities with McCaw 
Cellular, serving as Vice-Chairman of the Board of McCaw Cellular from 1988 to  
September 1991 and as Chief Operating Officer of McCaw Cellular from 1985 to    
1988. Mr. Stanton is also a member of the board of directors of Advanced Digital
Information Corporation and Columbia Sportswear, Inc. In addition, Mr. Stanton  
is a trustee of Whitman College, a private college.                             

     Robert R. Stapleton has been a director of VoiceStream since April 1999 and
President of VoiceStream since its formation in 1994. Effective April 1998, Mr. 
Stapleton became responsible for all operations of VoiceStream. Mr. Stapleton   
was President of Western Wireless and one of its                                
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predecessors from 1992 to May 1999. From 1989 to 1992, he served in various     
positions with General Cellular, including Chief Operating Officer and Vice     
President of Operations. From 1984 to 1989, Mr. Stapleton was employed by mobile
communications subsidiaries of Pacific Telesis, Inc., which now are affiliated  
with Vodafone AirTouch.                                                         

     Douglas G. Smith founded Omnipoint in June 1987 and has continuously served
as its Chairman, President and Chief Executive Officer. From 1985 to 1987, he   
was one of four professionals in a small venture capital fund focusing on       
opportunities in the electronic information industry. From 1980 to 1985, he     
founded and managed the Investment Data Systems Division of Strategic           
Information (a division of Ziff-Davis Publishing).                              

    Donald Guthrie has been a director of VoiceStream since April 1999 and has
been Vice Chairman since February 1998. He has also served as Vice Chairman of  
Western Wireless since November 1995. From February 1997 to April 1999, he also 
served as the Chief Financial Officer of Western Wireless. From 1986 to October 
1995, he served as Senior Vice President and Treasurer of McCaw Cellular and,   
from 1990 to October 1995, he served as Senior Vice President -- Finance of LIN 
Broadcasting.                                                                   

   Cregg B. Baumbaugh has been Executive Vice President -- Finance, Strategy
and Development of VoiceStream since May 3, 1999. He served as Senior Vice      
President -- Corporate Development of VoiceStream and Western Wireless from 1994
to May 1999. From November 1989 through May 1999, he has served in various      
positions with Western Wireless and its predecessor, including Vice             
President -- Business Development. From 1986 to 1989, Mr. Baumbaugh was employed
by The First Boston Corporation.                                                

Alan R. Bender has been Executive Vice President, General Counsel and 
Secretary of VoiceStream since May 3, 1999. He also holds such positions with   
Western Wireless. From 1990 to May 1999, he held various positions with Western 
Wireless, VoiceStream and their respective predecessors, including serving as   
Senior Vice President and General Counsel and Secretary since 1994. From 1988 to
1990, Mr. Bender was Vice President and Senior Counsel of Equitec Financial     
Group, Inc., a subsidiary of PacifiCorp Inc.                                    

   Robert P. Dotson has been Senior Vice President -- Marketing and Sales of
VoiceStream since May 3, 1999. From 1996 to May 1999, he served as Vice         
President -- Marketing of VoiceStream and Western Wireless. Previously, Mr.     
Dotson held various marketing positions with PepsiCo's KFC restaurant group,    
serving as Senior Director of Concept Development from 1994 to 1996, Director of
International Marketing from 1993 to 1994, Divisional Marketing Director from   
1991 to 1993 and Manager of New Product Development and Base Business Marketing 
from 1989 through 1991.                                                         

Timothy R. Wong has been Senior Vice President -- Engineering of      
VoiceStream since May 3, 1999. From 1996 to May 1999, he served as Vice         
President -- Engineering of VoiceStream and Western Wireless. From 1990 to 1995,
Mr. Wong held various positions at US WEST Cellular, serving as Executive       
Director -- Engineering and Operations from 1994 to 1995, Director of Wireless  
Systems Engineering in 1993, Manager of International Wireless Engineering in   
1992 and Manager -- Systems Design from 1990 to 1991.                           

Patricia L. Miller has been Vice President, Controller and Principal  
Accounting Officer of VoiceStream since May 3, 1999. From 1998 to May 1999, she 
served as Controller and Principal Accounting Officer of VoiceStream and Western
Wireless. From 1993 to 1997, Ms. Miller held various accounting positions with  
Western Wireless. Prior to 1993, Ms. Miller held various accounting positions   
with a subsidiary of Weyerhaeuser Company.                                      

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   Mitchell R. Cohen has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since its formation in 1994. Mr.
Cohen was a director of General Cellular from March 1992 to December 1995. Mr.  
Cohen is a Managing Director of Hellman & Friedman, having joined Hellman &     
Friedman as an associate in July 1989. From 1986 to 1989, Mr. Cohen was employed
by Shearson Lehman Hutton, Inc. Mr. Cohen currently is a director of Advanstar, 
Inc.                                                                            

    Daniel J. Evans has been a director of VoiceStream since February 1998. He
has also been a director of Western Wireless since 1997. Mr. Evans is the       
Chairman of Daniel J. Evans Associates, a consulting firm. From 1965 through    
1977, Mr. Evans was Governor of the State of Washington. In 1983 he was         
appointed and then elected to the United States Senate to fill the seat of the  
late Senator Henry M. Jackson. He serves as a director of Flow International    
Corporation, Puget Sound Energy, Tera Computer Company, and serves on the Board 
of Regents of the University of Washington.                                     

 Richard L. Fields has served as a Director of Omnipoint since September
1991. Since February 1994, Mr. Fields has been a Managing Director and Executive
Vice President of Allen & Co., and prior to such time he was a Vice President of
Allen & Co. Mr. Fields is currently a director of LivePerson, Inc. and the      
Telecommunications Development Fund.                                            

  Canning K.N. Fok has been a director of VoiceStream since February 1998.
For more than five years, Mr. Fok has been Group Managing Director of Hutchison 
and Chairman of Orange plc. Other appointments include Chairman of Hutchison    
Telecommunications (Australia) Limited, Deputy Chairman of Hongkong Electric    
Holdings Limited and Cheung Kong Infrastructure Holdings Limited, and Director  
of Cheung Kong (Holdings) Limited. Mr. Fok is also a director of Partner        
Communications Company, Ltd. Mr. Fok is a chartered accountant.                 

    Jonathan M. Nelson has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since its formation in 1994. Mr.
Nelson has been President and Chief Executive Officer of Providence Equity      
Partners Inc., an investment advisor, since its inception in 1995 and is a      
Member of Providence Equity Partners L.L.C. which is the general partner of     
Providence Equity Partners L.P. and Providence Equity Partners II L.P. He is    
also Co-Chairman of Providence Ventures Inc., an investment advisor, and a      
managing general partner of Providence Ventures L.P. which is the general       
partner of the general partner of Providence Media Partners L.P., a venture     
capital fund. Since 1986, Mr. Nelson has been a Managing Director of            
Narragansett Capital, Inc., a private management company for three separate     
equity investment funds. Mr. Nelson is currently a director of AT&T Canada.     

    Terence M. O'Toole has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since it was formed in 1994. Mr.
O'Toole joined Goldman Sachs in 1983 and became a Vice President in 1987, a     
general partner in 1992 and a Managing Director in 1996. He is currently a      
director of AMF Bowling, Inc. and Amscan Holdings, Inc.                         

    James N. Perry, Jr. has been a Director of Omnipoint since August 1993. In
January 1993, he became Vice President of MDCP. Previously, Mr. Perry served in 
various positions at First Capital Corporation of Chicago and its affiliates.   
Mr. Perry currently serves as a director of Allegiance Telecom, Inc. and        
Clearnet Communications, Inc.                                                   

     James J. Ross has been Vice-Chairman of the Omnipoint board since 1989. Mr.
Ross is a private venture investor. Since February 1995, Mr. Ross has been Of   
Counsel in the law firm of Becker Ross Stone DeStefano & Klein and prior to such
time, he was a partner at such firm.                                            

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   Hans R. Snook has been a director of VoiceStream since February 1998. For
more than five years, Mr. Snook has been Group Managing Director of Orange plc, 
a telecommunications service provider in the United Kingdom, and a director of a
separate affiliate of Hutchison.                                                

    Susan M.F. Woo Chow has been an Executive Director of Hutchison since 1993
and Deputy Group Managing Director since 1998 of Hutchinson. She is also a      
Director of Orange plc and Hongkong Electric Holdings Limited and an Executive  
Director of Cheung Kong Infrastructure Holdings Limited.                        

  Frank J. Sixt has been an Executive Director of Hutchison since 1991 and
Group Finance Director since 1998 of Hutchison. He is also a Director of Cheung 
Kong (Holdings) Limited, Orange plc and Hongkong Electric Holdings Limited and  
an Executive Director of Cheung Kong Infrastructure Holdings Limited.           

Kaj-Erik Relander has been the Executive Vice President, International
Operations, and the Chief Financial Officer of Sonera Corporation since 1999    
and, effective January 1, 2000, he will be the head of Sonera's new Mobile and  
Media Division. Since joining Sonera in 1994, Mr. Relander has also served as   
Sonera's Group Business Controller and as Director, Finance and Business        
Development.                                                                    

   Each of the following individuals will be selected by Omnipoint to become
members of the VoiceStream Holdings board pursuant to the reorganization        
agreement: Douglas G. Smith, Richard L. Fields, James J. Ross and James N.      
Perry. See "VoiceStream Holdings Voting Agreement." The remaining members of the
VoiceStream Holdings board will be elected pursuant to a voting agreement.      

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EXECUTIVE COMPENSATION                                                          

SUMMARY COMPENSATION TABLE                                            

VoiceStream Holdings will assume all compensation for those executive 
officers of VoiceStream and Omnipoint who become executive officers of          
VoiceStream Holdings. The following table summarizes the compensation for       
services rendered during 1999 and 1998 for VoiceStream's Chief Executive Officer
and its next four most highly compensated executive officers, as well as Douglas
G. Smith, in his capacity as Chairman, President and CEO of Omnipoint,          
collectively referred to herein as the "Named Executive Officers". Prior to     
VoiceStream's spin-off from Western Wireless on May 3, 1999, Western Wireless   
paid, and VoiceStream reimbursed Western Wireless for, all such executive       
compensation which was attributable to time spent and services rendered for     
VoiceStream. Such compensation arrangement is expected to continue between      
VoiceStream Holdings and Western Wireless with respect to Messrs. Stanton,      
Guthrie and Bender for so long as they continue to split their time and         
responsibilities between VoiceStream Holdings, VoiceStream and Western Wireless.
See "Employment Agreements."                                                    

                                                        [Enlarge/Download Table]

                                                                     LONG-TERM COMPENSATION               
                                                                             AWARDS                       
                                                                    -------------------------             
                                      ANNUAL COMPENSATION                         RESTRICTED   ALL OTHER  
                              -----------------------------------                   STOCK       COMPEN-   
 NAME AND PRINCIPAL POSITION  FISCAL YEAR   SALARY($)   BONUS($)    OPTIONS(1)   AWARDS($)(2)  SATION($)  
 ---------------------------  -----------   ---------   ---------   ----------   ------------  ---------  
                                                                                                          
John W. Stanton(3)...........    1999        295,000             (4)      939       630,000     464,593(5)
  Chairman and Chief             1998        193,542      400,000        954        521,250     367,974(5)
  Executive Officer                                                                                       
Robert R. Stapleton..........    1999        232,210             (4)  140,876       315,000     234,796(5)
  President and Director         1998        165,667      200,000    124,407        260,625     186,487(5)
Douglas G. Smith.............    1999        299,616    1,800,000(6)  300,000           n/a      33,630(7)
  Vice Chairman and              1998        262,115      122,618(8)      n/a           n/a      31,820(7)
  Director                                                                                                
Donald Guthrie(3)............    1999        212,865             (4)   56,350       315,000     234,796(5)
  Vice Chairman and              1998        165,667      150,000     57,263        260,625     186,487(5)
  Director                                                                                                
Cregg B. Baumbaugh...........    1999        169,064             (4)   75,134       210,000     158,197(5)
  Executive Vice                 1998        145,321      110,000     66,350        173,750     125,992(5)
  President -- Finance,                                                                                   
  Strategy and Development                                                                                
Alan R. Bender(3)............    1999        169,060             (4)   37,567       210,000     158,197(5)
  Executive Vice                 1998        145,321      110,000     38,175        173,750     125,992(5)
  President, General Counsel,                                                                             
  and Secretary                                                                                           

-------------------------                                                       
(1) The 1998 options were granted as a result of the conversion of Western      
Wireless options granted during 1998 to each of the VoiceStream Named   
   Executive Officers, excluding Douglas G. Smith. Omnipoint did not grant any
options to Mr. Smith during 1998.                                       

(2) The shares are restricted under the Western Wireless restricted stock plan  
until predetermined performance goals are met, including achieving      
 predetermined levels of subscribers and achieving predetermined levels of
  cash flow. No restricted stock grants have been made under the VoiceStream
  restricted stock plan. By their terms, none of the restricted stock grants
   will vest within three years in the absence of the performance goals having
been met. Dividends will be                                             

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paid on shares of the restricted stock to the extent paid on any other  
shares of stock of the same class.                                      

(3) Mr. Stanton, and until May 3, 2002 Messrs. Guthrie and Bender, will divide  
 their time and responsibilities between VoiceStream, VoiceStream Holdings
  and Western Wireless, and their compensation will be shared appropriately.

(4) The bonuses for 1999 have not yet been determined.                          

(5) VoiceStream made payments to cover the taxes related to the grant of        
 restricted shares and paid matching contributions to VoiceStream's 401(k)
Profit Sharing Plan and Trust.                                          

(6) Of this amount, $1,500,000 represents a one-time incentive bonus which was  
related to the signing of the Omnipoint reorganization agreement. The   
 remaining $300,000 was paid as the base target bonus for 1999 pursuant to
   his employment agreement. The full amount of his bonus for 1999 has not yet
been determined.                                                        

(7) Includes amounts reimbursed in connection with a travel allowance,          
supplemental benefit program and premiums on life insurance.            

(8) This amount reflects the bonus earned in 1998 based upon achievement of     
corporate and individual performance objectives in 1998.                

GRANTS OF STOCK OPTIONS                                               

  As part of the spin-off, each of Messrs. Stanton, Guthrie and Bender and
the VoiceStream directors, excluding Messrs. Fok and Snook, received a number of
options to purchase VoiceStream common stock, based upon the number of options  
to purchase Western Wireless common stock held by each individual prior to the  
spin-off.                                                                       

 Those who held vested options to purchase Western Wireless common stock
received an equal number of vested options to purchase VoiceStream common stock 
which are governed by the VoiceStream 1999 Management Incentive Stock Option    
Plan (See "-- Stock Option Plan"). The following table summarizes VoiceStream   
options granted as a result of the conversion of Western Wireless options       
granted during 1999 to each of the Named Executive Officers.                    

                                                        [Enlarge/Download Table]

                                                                                   POTENTIAL REALIZABLE  
                                                                                     VALUE AT ASSUMED    
                                     % OF TOTAL                                    ANNUAL RATES OF STOCK 
                                      OPTIONS                                        APPRECIATION FOR    
                           OPTIONS   GRANTED TO   EXERCISE OR                         OPTION TERM(2)     
                           GRANTED  EMPLOYEES IN  BASE PRICE      EXPIRATION      -----------------------
           NAME            (#)(1)   FISCAL YEAR    ($/SHARE)         DATE           5%($)        10%($)  
           ----            -------  ------------  -----------  -----------------  ----------   ----------
                                                                                                         
John W. Stanton...........     939       0.9%       $ 11.32    December 31, 2009  $    6,685   $   16,941
Robert R. Stapleton....... 140,876      14.2%       $ 11.32    December 31, 2009  $1,003,263   $2,542,465
Douglas G. Smith.......... 300,000      11.2%       $ 16.00    June 21, 2009      $3,018,694   $7,649,964
Donald Guthrie............  56,350       5.6%       $ 11.32    December 31, 2009  $  401,302   $1,016,979
Cregg B. Baumbaugh........  75,134       7.6%       $ 11.32    December 31, 2009  $  535,075   $1,355,984
Alan R. Bender............  37,567       3.8%       $ 11.32    December 31, 2009  $  267,537   $  677,992

-------------------------                                                       
(1) These options have terms of ten years from the date of grant, January 1,    
1998, and become exercisable as to 25% of the shares on the first       
  anniversary and an additional 25% every year thereafter until such options
are fully exercisable except for the options granted to Mr. Smith. The  
    options granted to Mr. Smith have a term of ten years from the date of grant
  and become exercisable upon the earliest of his termination without cause,
resignation for good reason, or one year after the date that either the 
Omnipoint reorganization is completed or the Omnipoint reorganization   
agreement is terminated.                                                

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(2) Potential realizable value is based on an assumption that the stock price of
the VoiceStream common stock appreciates at the annual rate shown       
(compounded annually) from the date of grant until the end of the option
   term. These numbers are calculated based on the requirements of the SEC and
do not reflect VoiceStream's estimate of future stock price performance.

   Upon completion of the first to occur of the reorganizations, the options
referred to in the above table for current VoiceStream officers and directors   
will become options to purchase an equal number of shares of VoiceStream        
Holdings, on the same terms and at the same exercise price.                     

AGGREGATED OPTION VALUES                                              

    The following table summarizes on an aggregated basis the number and value
of VoiceStream options granted to the Named Executive Officers. Neither         
VoiceStream nor Omnipoint has any outstanding stock appreciation rights         
("SARs").                                                                       

AGGREGATE OPTION EXERCISES AND OPTION VALUES

                                                        [Enlarge/Download Table]

                                                                                    VALUE OF UNEXERCISED    
                                                       NUMBER OF SECURITIES             IN-THE-MONEY        
                                                      UNDERLYING UNEXERCISED             OPTIONS AT         
                           SHARES                           OPTIONS AT                  DECEMBER 31,        
                          ACQUIRED       VALUE        DECEMBER 31, 1999(#)(1)           1999($)(1)(2)       
                         ON EXERCISE    REALIZED    ---------------------------  ---------------------------
          NAME               (#)          ($)       EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
          ----           -----------   ----------   -----------   -------------  -----------   -------------
                                                                                                            
John W. Stanton.........          (3)            (3)       250         1,643     $    33,266    $   216,679 
Robert R. Stapleton.....   100,000     $9,312,606     509,731        281,751     $70,030,338    $37,266,885 
Douglas G. Smith........         0              0           0        300,000               0    $33,392,640 
Donald Guthrie..........         0              0     221,354        112,700     $30,545,270    $14,906,701 
Cregg R. Baumbaugh......    66,500     $3,791,713     170,731        150,267     $23,243,243    $19,875,645 
Alan R. Bender..........    71,500     $4,244,887     141,243         75,134     $19,234,510    $ 9,937,890 

-------------------------                                                       
(1) Except for the options granted to Mr. Stanton the VoiceStream options were  
  granted on May 21, 1999, as a result of the conversion of Western Wireless
 options that were granted on or prior to January 1, 1999. Mr. Stanton was
granted options as a director on December 31, 1999.                     

(2) Dollar values were calculated by determining the difference between the     
   exercise price and $142.31, which was the last sale price for VoiceStream's
 common stock as reported on the Nasdaq Stock Market on December 31, 1999.

(3) During 1999, Theresa E. Gillespie, a Senior Executive Officer of Western    
    Wireless and the wife of John Stanton, exercised 172,362 options for a value
of $15,552,768.                                                         

DIRECTOR COMPENSATION                                                           

    Following the completion of the first to occur of the reorganizations, the
VoiceStream Holdings board will consider appropriate compensation arrangements  
for each director who is not also an employee of VoiceStream Holdings or any of 
its subsidiaries. All directors also will be reimbursed for reasonable travel   
and other out-of-pocket expenses incurred by them in attending board or         
committee meetings.                                                             

   VoiceStream Holdings may, from time to time and in the sole discretion of
the VoiceStream Holdings board, grant additional options to directors under     
VoiceStream Holdings' 1999 Management                                           

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Incentive Stock Option Plan, which is described below. It is currently intended 
that all grants under such plan will be in addition to any annual fees to be    
paid to directors.                                                              

DIRECTOR COMMITTEES                                                             

   VoiceStream Holdings intends to establish a Compensation Committee, Audit
Committee and Executive Committee at the first meeting of the board of directors
held following the closing of the first to occur of the reorganizations.        

EMPLOYMENT AGREEMENTS                                                           

     Mr. Stanton and, until May 3, 2002, Messrs. Guthrie and Bender, will divide
their time and responsibilities between VoiceStream Holdings and Western        
Wireless pursuant to their existing employment agreements with Western Wireless.
Their employment agreements and the existing employment agreements between      
VoiceStream and each of Messrs. Stapleton and Baumbaugh provide for annual base 
salaries of $295,000, $215,000, $170,000, $235,000 and $170,000, respectively,  
and provide each executive officer an opportunity to earn an annual bonus, as   
determined by the respective board of directors, targeted at 100%, 70%, 60%, 80%
and 60%, respectively, of annual base compensation. It is expected that Western 
Wireless will pay, and VoiceStream Holdings will reimburse Western Wireless, for
all executive compensation for Messrs. Stanton, Guthrie and Bender which is     
attributable to time spent and services rendered for VoiceStream Holdings.      

The foregoing employment agreements also provide that the contracting 
employee may be terminated by VoiceStream Holdings or Western Wireless, as the  
case may be, at any time, with or without cause (as such term is defined in the 
employment agreements); however, in the event of an involuntary termination (as 
defined therein) for other than cause (1) such executive officer will be        
entitled to receive a severance payment in an amount equal to any accrued but   
unpaid existing annual targeted incentive bonus through the date of termination,
12 months of such executive's then base compensation, and an amount equal to 12 
months of such executive's existing annual targeted incentive bonus, (2) the    
employer will, at its expense, make all specified insurance payment benefits on 
behalf of such executive officer and his or her dependents for 12 months        
following such involuntary termination and (3) with respect to any stock options
previously granted to each executive officer which remain unvested at the time  
of involuntary termination, there shall be immediate vesting of that portion of 
each such grant of any unvested stock options equal to the product of the total 
number of such unvested options under such grant multiplied by a fraction, the  
numerator of which is the sum of the number of days from the date on which the  
last vesting of options under such grant occurred to and including the date of  
termination plus 365, and the denominator of which is the number of days        
remaining from the date on which the last vesting of options under such grant   
occurred to and including the date on which the final vesting under such grant  
would have occurred absent the termination. Mr. Stapleton's agreement provides  
for an immediate vesting of all options upon his involuntary termination. Among 
other things, an executive officer's death or permanent disability will be      
deemed an involuntary termination for other than cause. In addition, each       
employment agreement provides for full vesting of all stock options granted upon
a change of control, as such term is defined in the stock option agreements with
the executive officer.                                                          

Pursuant to the terms of each of these employment agreements, each    
executive officer agrees that during such executive officer's employment and for
one year following the termination of such executive officer's employment for   
any reason, such executive officer will not engage in a business which is       
substantially the same as or similar to the business of his employer and which  
competes within the applicable commercial mobile radio services markets serviced
by his employer. Mr. Stanton's agreement provides that such prohibition shall   
not preclude Mr. Stanton's investment                                           

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in other companies engaged in the wireless communications business or his       
ability to serve as a director of other companies engaged in the wireless       
communications business, in each case subject to his fiduciary duties as a      
director. Upon completion of the first to occur of the reorganizations,         
VoiceStream Holdings will assume the obligations of VoiceStream under these     
employment agreements.                                                          

Mr. Smith is party to an employment agreement with Omnipoint. This    
agreement will be assumed by VoiceStream Holdings upon completion of the        
Omnipoint reorganization. Mr. Smith's employment agreement currently provides   
for an annual base salary of $300,000, and a target bonus of $300,000. If Mr.   
Smith resigns from his position for good reason or is terminated without cause, 
he will be entitled to a lump sum severance payment equal to the sum of his full
annual salary and target bonus for the 12 months preceding his resignation or   
termination. In such event, Mr. Smith also will be entitled to an additional    
amount, equivalent to the severance payment, but paid out in equal installments 
over the 12-month period that begins one year after Mr. Smith's termination. All
of Mr. Smith's outstanding options will vest upon the earliest of his           
termination without cause, resignation for good reason, or one year after the   
date that either the Omnipoint reorganization is completed or the Omnipoint     
reorganization agreement is terminated.                                         

   Under the terms of Mr. Smith's employment agreement, Mr. Smith has agreed
that during the term of his employment and for a period of up to two years after
the cessation of his employment under this agreement, he will not directly or   
indirectly engage in the business of providing wireless personal communication  
or data services in any geographic area served by Omnipoint.                    

INDEMNIFICATION AGREEMENTS                                                      

 VoiceStream Holdings intends to enter into an indemnification agreement
with each of its executive officers and directors, which will be separate from  
such executive officer's employment agreement with VoiceStream, VoiceStream     
Holdings or Western Wireless, as the case may be. Pursuant to this              
indemnification agreement, VoiceStream Holdings will indemnify the executive    
officer or director against certain liabilities arising by reason of the        
executive officer's or the director's affiliation with VoiceStream Holdings.    

BENEFIT AND COMPENSATION PLANS                                                  

VoiceStream Holdings will establish benefit and compensation plans    
substantially similar to those presently maintained by VoiceStream. These plans,
which are described below, will replace and assume the obligations of (1)       
VoiceStream's management incentive stock option plan, employee stock purchase   
plan and restricted stock plan, (2) Omnipoint's stock option plan, amended and  
restated employee stock purchase plan and omnibus stock plan, and (3) Aerial's  
long-term incentive plan, employee stock purchase plan and retention restricted 
stock unit plan. Each of these plans will give VoiceStream, Omnipoint and Aerial
employees credit for service as VoiceStream, Omnipoint or Aerial employees, as  
the case may be.                                                                

1999 MANAGEMENT INCENTIVE STOCK OPTION PLAN                           

   The management incentive plan will provide an incentive for key personnel
of VoiceStream Holdings and its subsidiaries to generate stockholder value. The 
management incentive plan will provide for the granting to key employees of     
incentive stock options within the meaning of section 422 of the Internal       
Revenue Code and for the granting of nonqualified stock options to directors,   
key employees and/or consultants of VoiceStream Holdings and its subsidiaries.  
Unless terminated sooner, the management incentive plan will terminate          
automatically ten years from the                                                

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date of the closing of the reorganization. A total of approximately 20,000,000  
shares of common stock will be reserved for issuance pursuant to the management 
incentive plan. If both reorganizations are completed, VoiceStream Holdings     
expects that options to acquire approximately 11,354,000 shares of common stock 
will be outstanding under the management incentive plan.                        

The management incentive plan will be administered by the VoiceStream 
Holdings board or a committee appointed by the VoiceStream Holdings board to    
administer the plan. The VoiceStream Holdings board or committee so appointed   
shall have full power and authority to administer and interpret the plan. Such  
powers will include, but will not be limited to, authority to determine the     
directors, employees and consultants to be granted stock options under the plan,
to determine the size, type, and applicable terms and conditions of grants to be
made to such directors, employees and consultants and to determine a time when  
stock options will be granted. During all times in which VoiceStream Holdings is
subject to the periodic reporting requirements of the Securities Exchange Act of
1934 each member of the board who participates in administration must be a      
"disinterested person" as that term is defined in Rule 16b-3 of the Exchange    
Act.                                                                            

    The exercise price of all nonqualified and incentive stock options granted
under the management incentive plan shall be, unless otherwise determined by the
VoiceStream Holdings board, the fair market value of the common stock prior to  
the date of grant, as determined by the VoiceStream Holdings board in accordance
with the management incentive plan and any applicable option agreement. Payment 
of such exercise price may be made by cash, check, promissory note, surrender of
common stock having a fair market value equal to the exercise price of the      
option, or in accordance with procedures for a "cashless exercise" as may be    
established from time to time by VoiceStream Holdings and the brokerage firm, if
any, designated by VoiceStream Holdings to facilitate exercises of options and  
sales of common stock under the management incentive plan.                      

1999 EMPLOYEE STOCK PURCHASE PLAN                                     

    It is anticipated that the purchase plan will authorize the issuance of up
to a total of 1,500,000 shares of common stock to participating employees. The  
purchase plan will consist of ten separate consecutive six-month offerings      
commencing on each November 1 and May 1. The purchase plan will terminate upon  
the earliest of the following:                                                  

- six years from the date of the first to occur of the Omnipoint      
reorganization or the Aerial reorganization;                      

   - the date of the filing of a Statement of Intent to Dissolve (as defined
      in the purchase plan) by VoiceStream Holdings or the effective date of a
   merger or consolidation wherein VoiceStream Holdings is not to be the
    surviving corporation, which merger or consolidation is not between or
among corporations related to VoiceStream Holdings;               

- the date the board acts to terminate the purchase plan; or          

    - the date when all of the shares reserved for issuance under the purchase
plan have been purchased.                                         

   The purchase plan will be administered by the VoiceStream Holdings board,
which may engage a designated stock brokerage or financial services firm to     
assist in the administration. The VoiceStream Holdings board will be vested with
full authority to make, administer, and interpret rules and regulations         
necessary to administer the purchase plan. The VoiceStream Holdings board may   
delegate any or all of its administrative duties to a committee composed of two 
or more members of the VoiceStream Holdings board.                              

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Persons regularly employed by VoiceStream Holdings or any of its      
subsidiaries on the commencement date of an offering period and who either (1)  
have been so employed for at least three months or (2) were employed by         
Omnipoint, Aerial or any of their subsidiaries on the closing date of the       
reorganization, will be eligible to participate in the purchase plan. Employees 
who would immediately after the grant own 5% or more of the total combined      
voting power or value of VoiceStream Holdings' capital stock or any subsidiary  
will not be eligible to participate in the purchase plan. No participant shall  
be allowed to subscribe for any shares under the purchase plan to accrue at a   
rate that exceeds $25,000 of the fair market value of such shares (determined at
the time such right to subscribe is granted) for each calendar year in which    
such right to subscribe is outstanding. In addition, absent a contrary          
determination by the VoiceStream Holdings board, no employee may withhold       
payroll deductions for the purchase of VoiceStream Holdings common stock under  
the purchase plan in excess of either (i) $10,200 in any calendar year, or (ii) 
10% of such employee's total annual compensation. An employee's rights under the
purchase plan terminate upon voluntary withdrawal from the purchase plan, or    
when the employee ceases employment for any reason.                             

    The VoiceStream Holdings board will set the purchase price per share at an
amount not less than the lower of (1) 85% of the fair market value of the shares
on the commencement date, or the nearest subsequent business day; (2) 85% of the
fair market value of the shares on the ending date, or the nearest prior        
business day; or (3) 85% of the fair market value of the shares on the purchase 
date. In the absence of any other determination by the VoiceStream Holdings     
board, the purchase price will be 85% of the fair market value of the shares on 
the purchase date.                                                              

   At the time the enrollment agreement is filed by an eligible employee and
for so long as the participant participates in the purchase plan, the           
participant shall authorize VoiceStream Holdings to make payroll deductions as  
specified in the enrollment agreement. A participant's payroll deductions shall 
be credited to that participant's account and on each of one or more purchase   
dates during an offering, each participant shall be deemed to have carried out  
the right to purchase, and shall be deemed to have purchased at the purchase    
price, the number of full shares that may be purchased with such participant's  
account.                                                                        

1999 EXECUTIVE RESTRICTED STOCK PLAN                                  

The restricted stock plan will be created to promote the interests of 
VoiceStream Holdings by allowing the grant or sale of restricted VoiceStream    
Holdings common stock to key executives of VoiceStream Holdings. It is          
anticipated that 200,000 shares of restricted VoiceStream Holdings common stock 
will be authorized for issuance to selected executives of VoiceStream Holdings  
under the Restricted Stock Plan. Any stock issued under the plan that is        
forfeited by the grantee shall not be available for reissue under the plan. The 
restricted stock plan will terminate ten years after the closing of the first to
occur of the reorganizations, unless terminated sooner by the VoiceStream       
Holdings board.                                                                 

   The VoiceStream Holdings board will administer the restricted stock plan.
The VoiceStream Holdings board may delegate any or all of its administrative    
duties to a committee composed of three or more members of the VoiceStream      
Holdings board, provided that each member of such committee must be a           
"non-employee director" as defined in Rule 16b(3) of the Exchange Act and an    
"outside director" as defined in section 162(m) of the Code. The VoiceStream    
Holdings board or committee so appointed shall have full power and authority to 
administer and interpret the plan. Such powers include, but are not limited to, 
authority to determine the employees to be granted rights under the plan, to    
determine the size, type, and applicable terms and conditions of grants to be   
made to such                                                                    

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employees and to determine the restrictions applicable to stock granted under   
the plan, subject to the terms of the plan.                                     

 The VoiceStream Holdings board will set the purchase price per share of
stock issued under the restricted stock plan. If there is no purchase price, the
offer shall be treated as a restricted stock bonus. The restrictions applicable 
to stock granted under the restricted stock plan are established in the         
discretion of the VoiceStream Holdings board, and may include forfeiture upon   
failure of certain conditions, including continued employment by VoiceStream    
Holdings for designated time periods and the meeting of designated performance  
goals. The determination of whether such conditions have been met will be made  
solely by the VoiceStream Holdings board. Offers of restricted stock to the five
most highly compensated employees of VoiceStream Holdings may, in order to      
comply with section 162(m) of the Code, be designated "special performance      
awards" and if so designated shall be subject to specific performance goals     
specified in the plan. No employee may be granted restricted stock in excess of 
33.33% of the remaining stock reserved for issuance under the plan.             

PRO FORMA BENEFICIAL OWNERSHIP OF VOICESTREAM HOLDINGS COMMON STOCK             

    The following table sets forth certain information as of December 31, 1999
with respect to the pro forma beneficial ownership of VoiceStream Holdings      
taking into consideration three possible alternatives: (1) only the Omnipoint   
reorganization is completed; (2) only the Aerial reorganization is completed;   
and (3) both reorganizations are completed. The table shows the pro forma       
beneficial ownership for each of the three alternatives by (1) the holders of 5%
or more of the outstanding VoiceStream Holdings common stock; (2) the           
individuals who will be directors of VoiceStream Holdings; (3) the Named        
Executive Officers; and (4) all VoiceStream Holdings executive officers and     
directors as a group. The columns labeled "Omnipoint" and "Both" assume that:   
(1) all VoiceStream common stock will be exchanged for VoiceStream Holdings     
common stock on a one-for-one basis; (2) each share of Omnipoint common stock   
will be exchanged for $8.00 in cash and 0.825 of a share of VoiceStream Holdings
common stock; (3) all outstanding options to acquire VoiceStream common stock   
will convert to VoiceStream Holdings options; (4) all outstanding options and   
warrants to acquire Omnipoint common stock will convert to options or warrants  
to acquire VoiceStream Holdings common stock or warrants, with appropriate      
adjustments in the number of shares and the exercise price to reflect the       
Omnipoint reorganization exchange rate to be received by Omnipoint stockholders 
upon completion of the Omnipoint reorganization; (5) the closing price of       
VoiceStream common stock on the day immediately preceding the completion of the 
Omnipoint reorganization is $112.69, which may or may not be the actual closing 
price; and (6) in the $957 million Hutchison investment, Hutchison PCS (USA)    
acquired 11,172,000 shares of VoiceStream Holdings common stock and 6,330 shares
of VoiceStream Holdings 2.5% Convertible Junior Preferred Stock. The columns    
labeled "Aerial" and "Both" assume that: (1) all VoiceStream common stock will  
be exchanged for VoiceStream Holdings common stock on a one-for-one basis; (2)  
all Aerial common stock will be exchanged for VoiceStream Holdings common stock 
based on an exchange ratio of 0.455 of a share of VoiceStream Holdings common   
stock for each share of Aerial common stock; (3) all outstanding options to     
acquire VoiceStream common stock will convert to VoiceStream Holdings options;  
(4) all outstanding options to acquire Aerial common stock will convert to      
immediately exercisable options to purchase shares of VoiceStream Holdings      
common stock based on an exchange ratio of 0.455 of a share of VoiceStream      
Holdings common stock for each share of Aerial common stock; and (5) in the $957
million Hutchison investment, Hutchison PCS (USA) acquired 11,172,000 shares of 
VoiceStream Holdings common stock and 6,330 shares of VoiceStream Holdings 2.5% 
Convertible Junior Preferred Stock. A person or entity is considered to         
"beneficially own" any shares (1) over which such person or entity exercises    
sole or shared voting or                                                        

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investment power or (2) which such person or entity has the right to acquire at 
any time within 60 days.                                                        

                                                        [Enlarge/Download Table]

                                         OMNIPOINT(1)                   AERIAL(1)                     BOTH(1)          
                                  ---------------------------  ---------------------------  ---------------------------
                                   SHARES OF                    SHARES OF                    SHARES OF                 
                                  COMMON STOCK     PERCENT     COMMON STOCK     PERCENT     COMMON STOCK     PERCENT   
                                  BENEFICIALLY   BENEFICIALLY  BENEFICIALLY   BENEFICIALLY  BENEFICIALLY   BENEFICIALLY
        NAME AND ADDRESS             OWNED          OWNED         OWNED          OWNED         OWNED          OWNED    
        ----------------          ------------   ------------  ------------   ------------  ------------   ------------
                                                                                                                       
Hutchison Whampoa Limited                                                                                              
22nd Floor, Hutchison House                                                                                            
  10 Harcourt Road                                                                                                     
  Hong Kong(2)(3)...............   55,899,252       28.96%      22,899,252       15.41%      55,899,252       22.82%   
The Goldman Sachs Group, L.P.                                                                                          
  and related investors(3)(4)(5)                                                                                       
  85 Broad Street, 19th Floor                                                                                          
  New York, NY 10004............    9,799,748        5.73        9,799,748        6.60        9,799,748        4.40    
Telephone and Data Systems,                                                                                            
Inc.(3)(6)                                                                                                             
  30 N. LaSalle Street, Suite                                                                                          
  4000                                                                                                                 
  Chicago, IL 60602.............           --          --       35,570,494       23.94       35,570,494       15.94    
Sonera Corporation(3)(7)                                                                                               
  Fin-00051-Tele                                                                                                       
  Sturenkatu 16, Helsinki                                                                                              
  Finland.......................    8,771,930        5.12       10,203,844        6.87       18,975,774        8.50    
John W. Stanton and Theresa E.                                                                                         
Gillespie(3)(4)(8)                                                                                                     
  3650 131st Ave. SE                                                                                                   
  Bellevue, WA 98006............    6,055,880        3.54        6,061,932        4.08        6,061,932        2.72    
Douglas G. Smith(3)(9)                                                                                                 
  3 Metrocenter, Suite 400                                                                                             
  Bethesda, MD 20814............    4,596,780        2.69               --          --        4,596,780        2.06    
Richard L. Fields(3)(10)                                                                                               
  711 Fifth Avenue                                                                                                     
  New York, New York 10022......    2,504,560        1.46               --          --        2,504,560        1.12    
James N. Perry, Jr.(3)(11)                                                                                             
  Three First National Plaza                                                                                           
  Suite 1330                                                                                                           
  Chicago, IL 60602.............    2,690,119        1.57               --          --        2,690,119        1.20    
Cregg B. Baumbaugh(4)...........      271,159       *              271,159       *              271,159       *        
Alan R. Bender(4)...............      228,114       *              228,114       *              228,114       *        
James J. Ross(3)(12)............    1,466,971       *                   --          --        1,466,971       *        
Robert R. Stapleton(4)..........      649,926       *              649,926       *              649,926       *        
Donald Guthrie(4)...............      403,492       *              403,492       *              403,492       *        
Mitchell R. Cohen(4)............       24,404       *               24,404       *               24,404       *        
Daniel J. Evans(4)..............        4,219       *                4,219       *                4,219       *        
Jonathan M. Nelson(4)...........      224,761       *              224,761       *              224,761       *        
Terence M. O'Toole(4)(13).......    9,799,748        5.72        9,799,748        6.60        9,799,748        4.40    
Canning Fok(2)(4)(14)...........   55,899,486       28.96       22,899,486       15.41       55,899,486       22.82    
Hans R. Snook(2)(4)(14)(15).....   55,899,486       28.96       22,902,216       15.42       55,902,216       22.82    
Susan M.F.W. Chow(2)(14)........   55,899,252       28.96       22,899,252       15.41       55,899,252       22.82    
Frank J. Sixt(2)(14)............   55,899,252       28.96       22,899,252       15.41       55,899,252       22.82    
Kaj-Erik Relander(16)...........    8,771,930        5.12       10,203,844        6.87       18,975,744        8.50    
All VoiceStream Holdings                                                                                               
  executive officers and                                                                                               
  directors as a group                                                                                                 
  (22 persons)(4)(17)...........   93,980,620       47.98%      51,163,120       34.12%     104,193,480       42.04%   

-------------------------                                                       
Notes to Beneficial Ownership Table                                             

*  Less than 1% of the outstanding shares of common stock.                  

(1) Computed in accordance with Rule 13d-3(d)(1) of the Exchange Act.         

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(2) Includes shares of common stock issuable upon conversion of VoiceStream   
Holdings Junior Preferred.                                            

(3) Parties or affiliates of parties to a voting agreement. See "The Special  
Meetings -- Agreement to Vote in Favor of the Reorganization."        

(4) Includes aggregate exercisable options, within 60 days of December 31,    
    1999, to purchase VoiceStream common stock; does not include unexercisable
     options. May include stock jointly or separately owned with or by a spouse.
     Options granted to Mr. Cohen are held for the benefit of Hellman & Friedman
   Partners II, L.P.; options granted to Mr. Nelson are held for the benefit
   of Providence Media Partners L.P.; and options granted to Mr. O'Toole are
held for the benefit of The Goldman Sachs Group, L.P.                 

 (5) Based on (a) 8,986,738 shares of VoiceStream common stock held of record by
   GS Capital, (b) 470,401 shares of VoiceStream common stock held of record
  by Stone Street Fund 1992 L.P., (c) 273,069 shares of VoiceStream common
stock held of record by Bridge Street Fund, and (d) 68,821 shares of  
 VoiceStream common stock held of record by the The Goldman Sachs Group,
    L.P. Each of GS Capital, Stone Street and Bridge Street Fund 1992, L.P. is
an investment limited partnership, the general partner, the managing  
 general partner or the managing partner of which is an affiliate of The
Goldman Sachs Group, L.P. The Goldman Sachs Group, L.P. disclaims     
    beneficial ownership of shares held by such investment partnerships to the
     extent partnership interests in such partnerships are held by persons other
than The Goldman Sachs Group, L.P. and its affiliates.                

(6) Includes shares of VoiceStream Holdings common stock issuable in exchange 
  for Aerial common stock acquired in connection with the $420 million TDS
debt replacement.                                                     

(7) Includes shares of (a) VoiceStream Holdings common stock issuable in      
exchange for Aerial common stock acquired in the $230 million Sonera  
   investment and Aerial common stock to be received upon exchange of common
    stock of an Aerial subsidiary and (b) VoiceStream Holdings common stock to
    be acquired in the $500 million Sonera investment in VoiceStream Holdings.

(8) Mr. Stanton and Ms. Gillespie are husband and wife. Their pro forma       
     beneficial ownership takes into account (a) 1,686,069 shares of VoiceStream
  common stock held of record by PN Cellular, Inc., which is substantially
     owned and controlled by Mr. Stanton and Ms. Gillespie, (b) 1,274,519 shares
of VoiceStream common stock held of record by Stanton Communications  
    Corporation which is substantially owned and controlled by Mr. Stanton and
     Ms. Gillespie, (c) 2,871,803 shares of VoiceStream common stock held by Mr.
Stanton and Ms. Gillespie, as tenants in common, (d) 164,437 shares of
  VoiceStream common stock held of record by The Stanton Family Trust; (e)
    45,000 shares and 13,333 shares of VoiceStream common stock held of record
     by each of Mr. Stanton and Ms. Gillespie, respectively, pursuant to Western
 Wireless' 1997 Executive Restricted Stock Plan and (f) 13,300 shares of
 Aerial common stock held by Mr. Stanton and Ms. Gillespie as tenants in
common. Mr. Stanton and Ms. Gillespie are married and share voting and
    investment power with respect to the shares jointly owned by them, as well
as the shares held of record of PN Cellular, Stanton Communication    
Corporation and The Stanton Family Trust.                             

(9) Takes into account 26,169 shares of Omnipoint common stock owned by Mr.   
    Smith's minor children, 3,126,969 shares of Omnipoint common stock held by
     Avance Capital, a sole proprietorship, and 428,564 shares held in a grantor
 trust. Mr. Smith does not exercise voting or investment power over, and
     disclaims beneficial ownership of, the shares held in the grantor trust. Of
the total shares held in Mr. Smith's name and in the name of Avance,  
    479,000 are held in a blind trust. While Mr. Smith is the beneficial owner
     of these shares, he exercises no control over these shares. The blind trust
is free to sell, exchange, hedge, or otherwise dispose                

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     of these shares at any time. Mr. Smith has voting and investment power with
respect to the other shares.                                          

(10) Takes into account 2,131,336 shares of Omnipoint common stock owned by     
Allen & Co., Inc., including 504,000 shares issuable upon exercise of 
  outstanding Omnipoint warrants held by Allen & Co. and 110,880 shares of
Omnipoint common stock issuable upon exercise of outstanding Omnipoint
   warrants held by Mr. Fields. Mr. Fields is a Managing Director of Allen &
Co. Of such amounts, Mr. Fields does not exercise voting or investment
power over, and disclaims beneficial ownership of the 2,131,336 shares
owned by Allen & Co.                                                  

(11) Takes into account 2,648,149 shares of Omnipoint common stock owned by     
Madison Dearborn Capital Partners, L.P. including 205,333 shares of   
Omnipoint common stock issuable upon exercise of outstanding Omnipoint
warrants held of record by Madison Dearborn Capital Partners, L.P. and
25,513 shares of Omnipoint common stock held in trust for Mr. Perry's 
children. Mr. Perry is a member of the L.P. Committee. which manages  
   Madison Dearborn Capital Partners, L.P. Mr. Perry may therefore be deemed
    to share investment control with respect to the shares of Omnipoint common
     stock owned by Madison Dearborn Capital Partners, L.P. and may therefore be
 deemed to have beneficial ownership of shares of Omnipoint common stock
owned by Madison Dearborn Capital Partners, L.P.                      

(12) Takes into account 748,854 shares of Omnipoint common stock issuable upon  
exercise of outstanding Omnipoint options held by Mr. Ross and 240,817
     shares of Omnipoint common stock held in trust for Mr. Ross' children. As a
   result, Mr. Ross may be deemed to be the beneficial owner of such shares.

(13) Mr. O'Toole, who is a managing director of Goldman Sachs, disclaims        
  beneficial ownership of shares of VoiceStream common stock, which may be
  deemed to be beneficially owned by GS Group, except to the extent of his
pecuniary interest therein.                                           

(14) Takes into account the fact that Messrs. Fok, Snook and Sixt and Ms. Chow  
    may each be deemed to be the owner of the 22,899,252 shares of VoiceStream
   common stock owned by Hutchison Whampoa, as Mr. Fok is the Group Managing
Director of Hutchison, Mr. Snook is the Group Managing Director of an 
    affiliate of Hutchison and a Director of a separate affiliate of Hutchison
and each of Ms. Chow and Mr. Sixt are executive directors of Hutchison
Whampoa. Each of Mr. Fok, Mr. Snook, Ms. Chow and Mr. Sixt disclaim   
     beneficial ownership of shares held by Hutchison to the extent interests in
Hutchison are held by persons other than such individual.             

(15) Includes 6,000 shares of Aerial common stock held by members of Mr. Snook's
immediate family.                                                     

(16) Takes into account the fact that Kaj-Erik Relander, the director to be     
designated by Sonora, may be deemed to be the owner of the shares of  
     VoiceStream Holdings common stock that will be owned by Sonera in the event
     the Omnipoint reorganization and/or the Aerial reorganization is completed.

(17) In determining the aggregate number of shares owned by VoiceStream Holdings
executive officers and directors, shares of VoiceStream common stock, 
   Omnipoint common stock and Aerial common stock as to which such executive
officers and directors share voting or investment power have not been 
duplicated.                                                           

BUSINESS OF VOICESTREAM, OMNIPOINT AND AERIAL                                   

For information regarding the historical operations of VoiceStream,   
Omnipoint and Aerial, see "Where You Can Find More Information."                

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CERTAIN LEGAL INFORMATION 

DESCRIPTION OF VOICESTREAM HOLDINGS CAPITAL STOCK                               

The following is a description of the terms of the capital stock of   
VoiceStream Holdings based on and qualified in its entirety by its restated     
certificate of incorporation, which is attached to this joint proxy             
statement-prospectus as Annex H.                                                

     At the closing of the first to occur of the reorganizations, the authorized
capital stock of VoiceStream Holdings will consist of 1,000,000,000 shares of   
common stock, par value $0.001 per share, and 100,000,000 shares of preferred   
stock, par value $0.001. There is no VoiceStream Holdings preferred stock       
outstanding. Following the closing of the Omnipoint reorganization, assuming    
that Hutchison PCS(USA) does not convert its shares of VoiceStream Holdings 2.5%
Convertible Junior Preferred Stock into VoiceStream Holdings common stock, there
will be approximately 162,271,000 shares of VoiceStream Holdings common stock   
outstanding, with approximately 550 holders of record, and 6,330 shares of      
VoiceStream 2.5% Convertible Holdings Junior Preferred Stock by Hutchison.      
Following the closing of the Aerial reorganization, there will be an addition of
approximately 51,815,000 shares of VoiceStream Holdings common stock            
outstanding. If only the Aerial reorganization is completed, there will be      
approximately 148,104,000 shares of VoiceStream Holdings common stock           
outstanding.                                                                    

 Based on the number of options outstanding on December 31, 1999, at the
completion of the Omnipoint reorganization, VoiceStream Holdings will have      
issued options to acquire approximately 11 million shares of its common stock in
exchange for options issued by VoiceStream and Omnipoint for VoiceStream and    
Omnipoint common stock, respectively. There are no other rights outstanding to  
acquire VoiceStream Holdings' capital stock. Based on the number of options     
outstanding on December 31, 1999, at the completion of the Aerial               
reorganization, VoiceStream Holdings will have issued options to acquire        
approximately 354,000 shares of its common stock in exchange for options issued 
by Aerial for Aerial common stock.                                              

     VoiceStream Holdings has never declared a cash dividend with respect to its
capital stock and does not anticipate paying any dividends on its capital stock 
in the foreseeable future. The declaration and payment of dividends by          
VoiceStream Holdings will be subject to the discretion of VoiceStream Holdings' 
board and certain restrictions on paying dividends contained in our debt        
instruments. Any determination as to the payment of dividends in the future will
depend upon results of operations, capital requirements, restrictions in loan   
agreements or agreements issued in connection with the sale of VoiceStream      
Holdings' securities, if any, and such other factors as VoiceStream Holdings'   
board of directors may deem relevant.                                           

COMMON STOCK                                                                    

  VoiceStream Holdings common stock has one vote per share. Holders of the
common stock have no preemptive, subscription or sinking fund rights, except    
that pursuant to an agreement with VoiceStream Holdings, Hutchison PCS (USA) has
a preemptive right entitling it to acquire a portion of any newly issued equity 
securities of VoiceStream Holdings on the same terms and conditions as such     
equity securities are being issued to other holders such that Hutchison PCS     
(USA) shall be able to retain the same percentage ownership of VoiceStream      
Holdings as existed immediately prior to such issuance. The preemptive right    
does not apply to any issuances of equity securities in connection with a public
sale of equity securities by VoiceStream; stock dividends; mergers, acquisitions
or other merger agreements in which the then-current stockholders of VoiceStream
would continue to be the only stockholders of VoiceStream or which is effected  
to carry out an acquisition transaction; or issuances of equity to employees.   
Subject to preferences that may                                                 

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be applicable to any then-outstanding VoiceStream Holdings preferred stock,     
holders of VoiceStream Holdings common stock will be entitled to receive ratably
such dividends as may be declared by the VoiceStream Holdings board out of funds
legally available therefor. In the event of a liquidation, dissolution or       
winding up of VoiceStream Holdings, holders of VoiceStream Holdings common stock
will be entitled to share ratably in all remaining assets after payment of      
liabilities and the liquidation preference of any then-outstanding VoiceStream  
Holdings preferred stock.                                                       

PREFERRED STOCK                                                                 

 VoiceStream Holdings' amended and restated certificate of incorporation
authorizes it to issue 100,000,000 shares of its preferred stock, which may be  
issued from time to time in one or more classes or series or both upon          
authorization by the VoiceStream Holdings board. The VoiceStream Holdings board,
without further approval of the stockholders, is authorized to fix the dividend 
rights and terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and any other rights, preferences, privileges and       
restrictions applicable to each class or series of VoiceStream Holdings         
preferred stock. The issuance of VoiceStream Holdings preferred stock, while    
providing flexibility in connection with possible acquisitions and other        
corporate purposes, could, among other things, adversely affect the voting power
of the holders of VoiceStream Holdings common stock and, under certain          
circumstances, make it more difficult for a third party to gain control of      
VoiceStream Holdings, discourage bids for VoiceStream Holdings common stock at a
premium or otherwise adversely affect the market price of the VoiceStream       
Holdings common stock.                                                          

    At the time of closing of the Omnipoint reorganization, it is assumed that
VoiceStream Holdings will designate 6,330 shares of preferred stock as          
VoiceStream Holdings 2.5% Convertible Junior Preferred Stock, all of which will 
be sold at $100,000 per share to Hutchison PCS (USA) as part of the Hutchison   
investments. The VoiceStream Holdings 2.5% Convertible Junior Preferred Stock   
will have no par value, will be convertible to VoiceStream Holdings common stock
based upon the liquidation preference at $29.00 per share, and will bear        
interest of 2.5% which is cumulative and payable 40 years from the date of issue
if the VoiceStream Holdings 2.5% Convertible Junior Preferred Stock has not     
prior to that time been converted to VoiceStream common stock. VoiceStream      
Holdings has no current plans to issue any preferred stock other than shares of 
its 2.5% Convertible Junior Preferred Stock.                                    

     Pursuant to an agreement with Hutchison PCS (USA), VoiceStream Holdings has
agreed for a period of five years that it will not issue any equity security    
which provides the holders thereof with any extraordinary or special voting     
rights or any right to veto any action of VoiceStream Holdings, unless such     
issuance is approved in writing in advance by a director appointed by Hutchison 
PCS (USA).                                                                      

COMPARISON OF STOCKHOLDER RIGHTS                                                

VOICESTREAM STOCKHOLDERS                                                        

Upon consummation of the Omnipoint reorganization or the Aerial       
reorganization, whichever occurs first, the stockholders of VoiceStream will    
become stockholders of VoiceStream Holdings whose rights will cease to be       
defined and governed by the Washington Business Corporation Act, and instead    
will be defined and governed by the Delaware General Corporation Law. In        
addition, VoiceStream stockholders' rights will no longer be defined and        
governed by VoiceStream's certificate of incorporation and bylaws. Instead, each
VoiceStream stockholder will become a new stockholder of VoiceStream Holdings,  
whose rights as a stockholder will be defined and governed by VoiceStream       
Holdings' amended and restated certificate of incorporation and bylaws, as      
amended from time to time. While the rights and privileges of stockholders of a 
Delaware corporation are, in many                                               

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instances, comparable to those of a stockholder of a Washington corporation,    
there are certain differences. These differences, described below, arise from   
differences between Delaware and Washington law, between the Delaware General   
Corporation Law and the Washington Business Corporation Act, and between the    
VoiceStream articles of incorporation and bylaws and the VoiceStream Holdings   
amended and restated certificate of incorporation and bylaws as amended from    
time to time. The following identifies the material differences between the     
rights of stockholders of VoiceStream and VoiceStream Holdings.                 

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     In the following table DGCL means Delaware General Corporation Law and WBCA
means Washington Business Corporation Act.                                      

                                                        [Enlarge/Download Table]

                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
AMENDMENT TO                                                                                            
CERTIFICATE/ ARTICLES                                                                                   
OF INCORPORATION....... Under the DGCL, amendments to a          The WBCA authorizes a corporation's    
                        corporation's certificate of             board of directors to make various     
                        incorporation require the approval of    changes to its articles of             
                        the board of directors and stockholders  incorporation without stockholder      
                        holding a majority of the outstanding    action. These so-called housekeeping   
                        shares entitled to vote on such          changes include changes of corporate   
                        amendment and a majority of the          name, the number of outstanding shares 
                        outstanding stock of each class          to effectuate a stock split or stock   
                        entitled to vote on such amendment as a  dividend in the corporation's own      
                        class, unless a greater proportion is    shares, and the par value of its stock,
                        specified in the certificate of          the latter two only if there is one    
                        incorporation or by other provisions of  class of stock. With respect to other  
                        the DGCL. VoiceStream Holdings' amended  changes to the articles of             
                        and restated certificate of              incorporation, the board of directors  
                        incorporation does not specify a         must recommend amendments to the       
                        greater proportion, except that holders  stockholders, unless the board of      
                        of not less than 66 2/3% of the total    directors determines that because of a 
                        number of shares of capital stock of     conflict of interest or other special  
                        the corporation outstanding and          circumstances it should make no        
                        entitled to vote on any particular       recommendation and communicates the    
                        matter, must approve an amendment if     basis for its determination to the     
                        the amendment provides that:             stockholders with the amendment. In    
                                                                 addition, a majority of all the votes  
                        - stockholders shall have preemptive     entitled to be cast by any voting group
                          rights to acquire additional shares;   entitled to vote on the change must    
                                                                 approve the change unless another      
                        - stockholders shall have cumulative     proportion is specified in the articles
                          voting rights;                         of incorporation, by the board of      
                                                                 directors as a condition to its        
                        - VoiceStream Holdings cannot redeem     recommendation or by provisions of the 
                          shares when the holding of such        WBCA. The VoiceStream articles do not  
                          shares may result in the loss of any   specify another proportion, except that
                          license or franchise from a            holders of not less than two-thirds of 
                          governmental agency to conduct any     the "Total Voting Power," as defined in
                          portion of VoiceStream's Holdings      the VoiceStream articles, must approve 
                          business; or                           an amendment if the amendment provides 
                                                                 that:                                  
                        - less than two-thirds vote is enough                                           
                          to approve any amendment listed in     - stockholders shall have preemptive   
                          bullets one through three.               rights to acquire additional shares; 
                                                                 - stockholders shall have cumulative   
                                                                   voting rights;                       
                                                                 - VoiceStream cannot redeem shares when
                                                                   the holding of                       

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                                                        [Enlarge/Download Table]

                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
                                                                   such shares may result in the loss of
                                                                   any license or franchise from a      
                                                                   governmental agency to conduct any   
                                                                   portion of VoiceStream's business; or
                                                                 - less than two-thirds vote is enough  
                                                                   to approve any amendment listed in   
                                                                   bullets one through three.           

RIGHT TO CALL SPECIAL                                                                                   
  MEETING OF                                                                                            
  STOCKHOLDERS......... Under the DGCL, the board of directors   The WBCA provides that the board of    
                        or any other person authorized to do so  directors, holders of at least 10% of  
                        in the corporation's certificate of      all the votes entitled to be cast on   
                        incorporation or the bylaws may call a   any issue proposed to be considered at 
                        special meeting of stockholders. The     the proposed special meeting, or other 
                        VoiceStream Holdings bylaws authorize    persons authorized to do so by the     
                        the president, the board or the          articles of incorporation or bylaws of 
                        stockholders entitled to cast at least   the corporation, may call a special    
                        one-fifth of the votes which all         meeting of stockholders. However, the  
                        stockholders are entitled to cast at     WBCA allows the right of stockholders  
                        such a meeting, to call a special        to call a special meeting to be limited
                        meeting.                                 or denied to the extent provided in the
                                                                 articles of incorporation. The         
                                                                 VoiceStream articles deny this right by
                                                                 providing that a special meeting of    
                                                                 stockholders may only be called by the 
                                                                 board of directors or by a duly        
                                                                 designated committee of the board.     
ANTI-TAKEOVER                                                                                           
PROVISIONS AND                                                                                          
INTERESTED                                                                                              
STOCKHOLDER............ Section 203 of the DGCL prohibits a      The WBCA prohibits a "target           
                        Delaware corporation from engaging in a  corporation," with certain exceptions, 
                        "business combination" with an           from engaging in certain "significant  
                        "interested stockholder" for three       business transactions" with a person or
                        years following the date that such       group of persons who beneficially owns 
                        person becomes an interested             10% or more of the voting securities of
                        stockholder. With certain exceptions,    a target corporation (an "Acquiring    
                        an interested stockholder is a person    Person") for a period of five years    
                        or group who or which owns 15% or more   after the acquisition of such          
                        of the corporation's outstanding voting  securities, unless the transaction or  
                        stock or is an affiliate or associate    acquisition of shares is approved by a 
                        of the corporation and was the owner of  majority of the members of the target  
                        15% or more of such voting stock at any  corporation's board of directors prior 
                        time within the three years prior        to the date of the acquisition.        
                                                                 Significant business                   

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         VOICESTREAM HOLDINGS                          VOICESTREAM              
             COMMON STOCK                             COMMON STOCK              
---------------------------------------  ---------------------------------------
                                                                                
to the date on which it is sought to be  transactions include, among others,    
determined whether such person is an     merger or consolidation with,          
interested stockholder.                  disposition of assets to or with, or   
                                         issuance or redemption of stock to or  
For purposes of Section 203, the term    from, the Acquiring Person; termination
"business combination" is defined        of 5% or more of the employees of the  
broadly to include:                      target corporation employed in         
                                         Washington State as a result of the    
- mergers of the corporation or any      Acquiring Person's acquisition of 10%  
  direct or indirect majority-owned      or more of the shares; issuance,       
  subsidiary (for purposes of this       transfer or redemption of shares,      
  section a "subsidiary") with or        options, warrants or rights to acquire 
  caused by the interested stockholder;  shares to or by an Acquiring Person,   
                                         except for a dividend, distribution or 
- sales or other dispositions to the     redemption paid or made pro rata to all
  interested stockholder, except         stockholders; liquidation or           
  proportionately with the               dissolution of a target corporation,   
  corporation's other stockholders, of   proposed by or pursuant to an agreement
  assets of the corporation or a         with an Acquiring Person; a            
  subsidiary equal to 10% or more of     reclassification of securities proposed
  the aggregate market value of the      by or recapitalization of a target     
  corporation's consolidated assets or   corporation proposed by or pursuant to 
  its outstanding stock;                 an agreement with an Acquiring Person, 
                                         that has the effect of increasing the  
- the issuance or transfer by the        proportionate share of the outstanding 
  corporation or a subsidiary of stock   shares of a class of voting shares that
  of the corporation or such subsidiary  is owned by an Acquiring Person; or    
  to the interested stockholder, except  allowing the Acquiring Person to       
  for certain transfers in a conversion  receive any disproportionate benefit of
  or exchange or a pro rata              loans, advances, guarantees, pledges,  
  distribution or certain other          or other financial assistance or tax   
  transactions, none of which increase   credits or other tax advantages, as a  
  the interested stockholder's           stockholder. Target corporations       
  proportionate ownership of any class   include every domestic corporation, if:
  or series of the corporation's or                                             
  such subsidiary's stock;               - the corporation has a class of voting
                                           shares registered with the SEC       
- a transaction involving the              pursuant to section 12 or 15 of the  
  corporation or a subsidiary that         Exchange Act; or                     
  directly or indirectly increases the                                          
  interested stockholder's               - the corporation's articles of        
  proportionate share of the stock or      incorporation have been amended to   
  convertible securities of the            provide that such a corporation shall
  corporation or such subsidiary; or       be subject to the provisions of RCW  
                                           Chapter 23B.19, if the corporation   
- receipt by the interested                did not have a class of voting shares
  stockholder, except proportionately      registered with                      
  as a stockholder, directly or                                                 
  indirectly, of any loans,                                                     

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         VOICESTREAM HOLDINGS                          VOICESTREAM              
             COMMON STOCK                             COMMON STOCK              
---------------------------------------  ---------------------------------------
                                                                                
  advances, guarantees, pledges, or        the SEC on the effective date of that
  other financial benefits provided by     amendment.                           
  or through the corporation or a                                               
  subsidiary.                            VoiceStream currently meets these      
                                         standards and is subject to this       
The three-year moratorium imposed on     statute. A corporation may not "opt    
business combinations by Section 203     out" of this statute. The statute      
does not apply if:                       exempts shares acquired prior to March 
                                         23, 1988.                              
- prior to the date on which such                                               
  stockholder becomes an interested                                             
  stockholder, the board of directors                                           
  approves either the business                                                  
  combination or the transaction which                                          
  resulted in the person becoming an                                            
  interested stockholder;                                                       
- the interested stockholder owns 85%                                           
  of the corporation's voting stock                                             
  outstanding upon consummation of the                                          
  transaction which made him or her an                                          
  interested stockholder, excluding                                             
  from the 85% calculation shares owned                                         
  by directors who are also officers of                                         
  the corporation and shares held by                                            
  employee stock plans which do not                                             
  permit employees to decide                                                    
  confidentially whether to accept a                                            
  tender or exchange offer; or                                                  
- on or after the date on which such                                            
  person becomes an interested                                                  
  stockholder, the board approves the                                           
  business combination and it is also                                           
  approved at a stockholder meeting by                                          
  at least 66 2/3% of the voting stock                                          
  not owned by the interested                                                   
  stockholder.                                                                  
The section does not apply if the                                               
business combination is proposed prior                                          
to the consummation or abandonment of                                           
and subsequent to the earlier of the                                            
public announcement or the notice                                               
required under Section 203 of a                                                 
proposed transaction which:                                                     
- constitutes certain (1) mergers or                                            
  consolidations, (2) sales or                                                  

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         VOICESTREAM HOLDINGS                          VOICESTREAM              
             COMMON STOCK                             COMMON STOCK              
---------------------------------------  ---------------------------------------
                                                                                
  other transfers of assets having an                                           
  aggregate market value equal to 50%                                           
  or more of either the aggregate                                               
  market value of the corporation's                                             
  assets determined on a consolidated                                           
  basis or the aggregate market value                                           
  of all the corporation's outstanding                                          
  stock, or (3) a proposed tender or                                            
  exchange offer for 50% or more of the                                         
  corporation's outstanding stock;                                              
- is with or by a person who was either                                         
  not an interested stockholder during                                          
  the last three years or who became an                                         
  interested stockholder with the                                               
  approval of the corporation's board                                           
  of directors; and                                                             
- is approved or not opposed by a                                               
  majority of the board members elected                                         
  prior to any person becoming an                                               
  interested stockholder during the                                             
  previous three years, or their chosen                                         
  successors.                                                                   
The restrictions contained in this                                              
section also shall not apply if:                                                
- the corporation does not have a class                                         
  of voting common stock listed on a                                            
  national securities exchange,                                                 
  authorized for quotation on the                                               
  Nasdaq Stock Market, or held of                                               
  record by more than 2,000                                                     
  stockholders, unless any of the                                               
  foregoing results from action taken,                                          
  directly or indirectly, by an                                                 
  interested stockholder or from a                                              
  transaction in which the person                                               
  becomes an interested stockholders;                                           
  or                                                                            
- a stockholder becomes an interested                                           
  stockholder inadvertently and as soon                                         
  as practicable divests sufficient                                             
  shares to no longer be an interested                                          
  stockholder and would not have been                                           
  an                                                                            

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                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
                          interested stockholder but for the                                            
                          inadvertent acquisition.                                                      
                        A Delaware corporation may elect not to                                         
                        be governed by Section 203 by a                                                 
                        provision of its original certificate                                           
                        of incorporation or an amendment                                                
                        thereto or to the bylaws, which                                                 
                        amendment must be approved by majority                                          
                        stockholder vote and may not be further                                         
                        amended by the board of directors. Such                                         
                        an amendment is not effective until 12                                          
                        months following its adoption unless                                            
                        the corporation has never had a class                                           
                        of voting stock listed on a national                                            
                        securities exchange, authorized for                                             
                        quotation on the Nasdaq Stock Market,                                           
                        or held of record by more than 2,000                                            
                        stockholders and has not elected in its                                         
                        original certificate or any amendment                                           
                        to be governed by this section.                                                 
                        VoiceStream Holdings' amended and                                               
                        restated certificate of incorporation                                           
                        and Bylaws do not contain an election                                           
                        not to be governed by Delaware's anti-                                          
                        takeover statute.                                                               
MERGERS, SALES OF                                                                                       
ASSETS AND OTHER                                                                                        
TRANSACTIONS........... Under the DGCL, the board of directors   Under the WBCA, a merger or share      
                        and the holders of a majority of the     exchange of a corporation must be      
                        outstanding stock of the corporation     approved by the affirmative vote of a  
                        entitled to vote thereon must approve a  majority of directors when a quorum is 
                        merger or consolidation. The DGCL does   present, and approved by each voting   
                        not require approval of stockholders of  group entitled to vote separately on   
                        a constituent corporation surviving a    the plan by two-thirds of all the votes
                        merger, unless the corporation provides  entitled to be cast on the plan by that
                        otherwise in its certificate of          voting group, unless another proportion
                        incorporation, if:                       is specified in the articles of        
                        - the reorganization agreement does not  incorporation. VoiceStream's Articles  
                          amend the certificate of               do not specify another proportion. The 
                          incorporation of the surviving         WBCA also provides that the            
                          corporation;                           stockholders of the surviving          
                                                                 corporation need not approve certain   
                        - each share of stock of the surviving   mergers if:                            
                          corporation outstanding before the                                            
                          merger is an identical outstanding or  - the articles of incorporation will   
                          treasury share of such corporation       not change in the merger, except for 
                          after the merger; and                    specified permitted amendments;      

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                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
                                                                 - no change occurs in the number,      
                        - the number of shares to be issued by     designations, preferences,           
                          the surviving corporation in the         limitations, and relative rights of  
                          merger does not exceed 20% of the        shares held by those stockholders who
                          shares outstanding immediately prior     were stockholders prior to the       
                          to the merger.                           merger;                              
                                                                 - the number of voting shares          
                                                                   outstanding immediately after the    
                                                                   merger, plus the voting shares       
                                                                   issuable as a result of the merger,  
                                                                   will not exceed the authorized voting
                                                                   shares specified in the surviving    
                                                                   corporation's articles of            
                                                                   incorporation immediately prior to   
                                                                   the merger; and                      
                                                                 - the number of participating shares   
                                                                   outstanding immediately after the    
                                                                   merger, plus the number of           
                                                                   participating shares issuable as a   
                                                                   result of the merger, will not exceed
                                                                   the authorized participating shares  
                                                                   specified in the corporation's       
                                                                   articles of incorporation immediately
                                                                   prior to the merger.                 
                                                                 The WBCA also provides that, in        
                                                                 general, a corporation may sell, lease,
                                                                 exchange, or otherwise dispose of all, 
                                                                 or substantially all, of its property, 
                                                                 other than in the usual and regular    
                                                                 course of business or dissolve if the  
                                                                 board of directors recommends the      
                                                                 proposed transaction to the            
                                                                 stockholders and the stockholders      
                                                                 approve the transaction by two-thirds  
                                                                 of all the votes entitled to be cast in
                                                                 the transaction, unless another        
                                                                 proportion is specified in the articles
                                                                 of incorporation. The VoiceStream      
                                                                 Articles do not specify another        
                                                                 proportion.                            
TRANSACTIONS WITH                                                                                       
OFFICERS OR                                                                                             
DIRECTORS.............. Under the DGCL, certain contracts or     The WBCA sets forth a safe harbor for  
                        transactions in which one or more of a   transactions between a corporation and 
                        corporation's directors or officers has  one or more of its directors. A        
                        an interest are not void or voidable     conflicting interest transaction may   
                        solely because of such                   not be enjoined, set                   

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                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
                        interest if either:                      aside or give rise to damages if:      
                        - the stockholders or the board of       - it is approved by a majority of      
                          directors approve in good faith any      qualified directors, but no fewer    
                          such contract or transaction after       than two;                            
                          full disclosure of the material                                               
                          facts; or                              - it is approved by the affirmative    
                                                                   vote of the majority of all qualified
                        - the contract or transaction is "fair"    shares after notice and disclosure to
                          as to the corporation at the time it     the stockholders; or                 
                          was approved. If board approval is                                            
                          sought, the contract or transaction    - at the time of commitment, the       
                          must be approved by a majority of the    transaction is established to have   
                          disinterested directors (even though     been fair to the corporation. For    
                          less than a majority of a quorum).       purposes of this provision, a        
                                                                   "qualified director" is one who does 
                                                                   not have either: (1) a conflicting   
                                                                   interest respecting the transaction; 
                                                                   or (2) a familial, financial,        
                                                                   professional, or employment          
                                                                   relationship with a second director  
                                                                   who does have a conflicting interest 
                                                                   respecting the transaction, which    
                                                                   relationship would, in the           
                                                                   circumstances, reasonably be expected
                                                                   to exert an influence on the first   
                                                                   director's judgment when voting on   
                                                                   the transaction. "Qualified shares"  
                                                                   are defined generally as shares other
                                                                   than those beneficially owned, or the
                                                                   voting of which is controlled, by a  
                                                                   director, or an affiliate of the     
                                                                   director, who has a conflicting      
                                                                   interest respecting the transaction. 
APPRAISAL OR                                                                                            
DISSENTERS' RIGHTS..... Under the DGCL, a stockholder of a       Under the WBCA, a stockholder is       
                        corporation participating in certain     entitled to dissent from and, upon     
                        corporate mergers or consolidations      perfection of his appraisal right, to  
                        may, under varying circumstances, be     obtain fair value of his shares in the 
                        entitled to appraisal rights pursuant    event of certain corporate actions.    
                        to which such stockholder may receive    Among these actions are certain        
                        cash in the amount of the fair market    mergers, consolidations, share         
                        value of his shares in lieu of the       exchanges, sales of substantially all  
                        consideration he or she would otherwise  assets of the corporation, and         
                        receive in the transaction. Such         amendments to the corporation's        
                        appraisal rights are not available:      articles of incorporation that         
                                                                 materially and adversely affect        
                        - with respect to the sale, lease or     stockholder rights.                    
                          exchange of all or substantially all                                          
                          of the assets of a corporation;                                               
                        - with respect to a merger or                                                   
                          consolidation by a corporation the                                            

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                        ---------------------------------------  ---------------------------------------
                                 VOICESTREAM HOLDINGS                          VOICESTREAM              
                                     COMMON STOCK                             COMMON STOCK              
                        ---------------------------------------  ---------------------------------------
                                                                                                        
                          shares of which are either listed on                                          
                          a national securities exchange or                                             
                          designated as a national market                                               
                          system security on an interdealer                                             
                          quotation system by the National                                              
                          Association of Security Dealers, Inc.                                         
                          or are held of record by more than                                            
                          2,000 holders if such stockholders                                            
                          receive only shares of the surviving                                          
                          corporation, or shares of any other                                           
                          corporation, which are either listed                                          
                          on a national securities exchange or                                          
                          designated as a national market                                               
                          system security on an interdealer                                             
                          quotation system by the National                                              
                          Association of Securities Dealers,                                            
                          Inc. or held of record by more than                                           
                          2,000 holders, plus cash in lieu of                                           
                          fractional shares, or any combination                                         
                          thereof; or                                                                   
                        - to stockholders of a corporation                                              
                          surviving a merger if no vote of the                                          
                          stockholders of the surviving                                                 
                          corporation is required to approve                                            
                          the merger because the reorganization                                         
                          agreement does not amend the existing                                         
                          certificate or incorporation, each                                            
                          share of the surviving corporation                                            
                          outstanding prior to the merger is an                                         
                          identical outstanding or treasury                                             
                          share after the merger, and the                                               
                          number of shares to be issued in the                                          
                          merger does not exceed 20% of the                                             
                          shares of the surviving corporation                                           
                          outstanding immediately prior to the                                          
                          merger and if certain other                                                   
                          conditions are met.                                                           
DIVIDENDS.............. The DGCL permits a corporation to        Under the WBCA, a corporation may make 
                        declare and pay dividends out of         a distribution in cash or in property  
                        statutory surplus or, if there is no     to its stockholders upon the           
                        surplus, out of net profits for the      authorization of its board of directors
                        fiscal year in which the dividend is     unless, after giving effect to such    
                        declared and/or for the preceding        distribution:                          
                        fiscal year as long as the amount of                                            
                        capital of the corporation following     - the corporation would not be able to 
                        the declaration and payment of the         pay its debts as they become due in  
                        dividend is not less than the aggregate    the usual course of business; or     
                        amount of the capital                                                           

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                         ---------------------------------------  ---------------------------------------
                                  VOICESTREAM HOLDINGS                          VOICESTREAM              
                                      COMMON STOCK                             COMMON STOCK              
                         ---------------------------------------  ---------------------------------------
                                                                                                         
                         represented by the issued and            - the corporation's total assets would 
                         outstanding stock of all classes having    be less than the sum of its total    
                         a preference upon the distribution of      liabilities plus, unless the articles
                         assets. In addition, Delaware law          of incorporation permit otherwise,   
                         generally provides that a corporation      the amount that would be needed, if  
                         may redeem or repurchase its shares        the corporation were to be dissolved 
                         only if such redemption or repurchase      at the time of the distribution, to  
                         would not impair the capital of the        satisfy the preferential rights upon 
                         corporation. To date, VoiceStream          dissolution of stockholders whose    
                         Holdings has not paid cash dividends on    preferential rights are superior to  
                         its capital stock.                         those receiving the distribution. To 
                                                                    date, VoiceStream has not paid cash  
                                                                    dividends on its capital stock.      
LIMITATION OF LIABILITY                                                                                  
OF DIRECTORS...........  Under the DGCL, a corporation may adopt  The WBCA provides that a corporation's 
                         a provision in its articles of           articles of incorporation may include a
                         incorporation eliminating or limiting,   provision that eliminates or limits the
                         with certain exceptions, the personal    personal liability of a director to the
                         liability of a director to the           corporation or its stockholders for    
                         corporation or its stockholders for      monetary damages for conduct as a      
                         monetary damages for breach of the       director. However, the provision may   
                         director's fiduciary duty as a           not eliminate or limit liability of a  
                         director. The VoiceStream Holdings       director for acts or omissions that    
                         amended and restated certificate of      involve intentional misconduct by a    
                         incorporation eliminates the liability   director, a knowing violation of law by
                         of directors to the fullest extent       a director, for unlawful distributions,
                         permissible under Delaware law. Under    or for any transaction from which the  
                         Delaware law, however, VoiceStream       director will personally receive a     
                         Holdings is not allowed to eliminate or  benefit in money, property, or services
                         limit director monetary liability for:   to which the director is not legally   
                                                                  entitled. VoiceStream's Articles adopt 
                         - breaches of the director's duty of     this standard.                         
                           loyalty to the corporation or its                                             
                           stockholders;                                                                 
                         - acts or omissions not in good faith                                           
                           or involving intentional misconduct                                           
                           or a knowing violation of law;                                                
                         - unlawful dividends, stock repurchases                                         
                           or redemptions; or                                                            
                         - transactions from which the director                                          
                           received an improper personal                                                 
                           benefit.                                                                      
INDEMNIFICATION OF                                                                                       
OFFICERS AND                                                                                             
DIRECTORS..............  Under the DGCL, a corporation may not    Under the WBCA, if authorized by the   
                         indemnify any director, officer,         articles of incorporation, a bylaw     
                         employee or agent made or                adopted or ratified by stockholders,   

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         VOICESTREAM HOLDINGS                          VOICESTREAM              
             COMMON STOCK                             COMMON STOCK              
---------------------------------------  ---------------------------------------
                                                                                
threatened to be made party to any       or a resolution adopted or ratified,   
threatened, pending, or completed        before or after the event, by the      
proceeding unless such person acted in   stockholders, a corporation has the    
good faith and in a manner such person   power to indemnify a director or       
reasonably believed to be in or not      officer made a party to a proceeding,  
opposed to the best interests of the     or advance or reimburse expenses       
corporation, and, with respect to any    incurred in a proceeding, under any    
criminal proceedings, had no reasonable  circumstances, except that no such     
cause to believe that his or her         indemnification shall be allowed on    
conduct was unlawful. The DGCL also      account of:                            
establishes several mandatory rules for                                         
indemnification.                         - acts or omissions of the directors   
                                           finally adjudged to be intentional   
In the case of a proceeding by or in       misconduct or a knowing violation of 
the right of the corporation to procure    the law;                             
a judgment in its favor, e.g., a                                                
stockholder derivative suit, a           - conduct of the director finally      
corporation may indemnify an officer,      adjudged to be an unlawful           
director, employee or agent if such        distribution; or                     
person acted in good faith and in a                                             
manner such person reasonably believed   - any transaction with respect to which
to be in or not opposed to the best        it was finally adjudged that such    
interests of the corporation; provided,    director personally received a       
however, that no person adjudged to be     benefit in money, property, or       
liable to the corporation may be           services to which the director was   
indemnified unless, and only to the        not legally entitled. Written        
extent that, the Delaware Court of         commentary by the drafters of the    
Chancery or the court in which such        WBCA, which has the status of        
action or suit was brought determines      legislative history, specifically    
upon application that, despite the         indicates that a corporation may     
adjudication of liability but in view      indemnify its directors and officers 
of all the circumstances of the case,      for amounts paid in settlement of    
such person is fairly and reasonably       derivative actions, provided that the
entitled to indemnity for such expenses    director's or officer's conduct does 
which such court deems proper. A           not fall within one of the categories
director, officer, employee, or agent      set forth above. VoiceStream's       
who is successful, on the merits or        articles provide that VoiceStream    
otherwise, in defense of any proceeding    shall indemnify its directors and    
subject to the DGCL's indemnification      officers to the fullest extent not   
provisions must be indemnified by the      prohibited by law, including         
corporation for reasonable expenses        indemnification for payments in      
incurred therein, including attorneys'     settlement of actions brought against
fees. VoiceStream Holdings' amended and    the director or officer in the name  
restated certificate of incorporation      of the corporation, commonly referred
provides that VoiceStream Holdings will    to as a derivative action. Such      
indemnify its directors and officers to    limitation of liability, described   
the fullest extent not prohibited by       above, also may not limit a          
law.                                       director's liability for violation   
                                           of, or otherwise relieve VoiceStream 

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         VOICESTREAM HOLDINGS                          VOICESTREAM              
             COMMON STOCK                             COMMON STOCK              
---------------------------------------  ---------------------------------------
                                                                                
In addition, VoiceStream Holdings has      or its directors from the necessity  
entered into agreements indemnifying       of complying with, federal or state  
its officers and directors and certain     securities laws, or affect the       
other persons consistent with Delaware     availability of non-monetary remedies
law.                                       such as injunctive relief or         
                                           rescission.                          

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OMNIPOINT AND AERIAL STOCKHOLDERS                                               

    Upon consummation of the Aerial reorganization, the stockholders of Aerial
will become stockholders of VoiceStream Holdings and upon consummation of the   
Omnipoint reorganization, the stockholders of Omnipoint will become stockholders
of VoiceStream Holdings. Since Aerial, Omnipoint and VoiceStream Holdings are   
each Delaware corporations, the rights of Aerial and Omnipoint stockholders will
continue to be defined and governed by the DGCL. However, there are certain     
differences between the certificates of incorporation and bylaws of Aerial,     
Omnipoint and VoiceStream Holdings. The following identifies the material       
differences between the rights of stockholders of VoiceStream Holdings, on the  
one hand, and Omnipoint and Aerial, on the other hand.                          

                                                        [Enlarge/Download Table]

                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
AUTHORIZED SHARES.... The authorized capital stock of  The authorized capital stock of  The authorized capital stock of
                      VoiceStream Holdings consists    Omnipoint consists of            Aerial consists of 100,000,000 
                      of 1,000,000,000 shares of       200,000,000 shares of common     Common Shares, $1.00 par value;
                      common stock, par value $0.001   stock, par value $0.01 per       60,000,000 Series A Common     
                      per share; and 100,000,000       share, 10,000,000 shares of      Shares, $1.00 par value;       
                      shares of preferred stock, par   preferred stock, par value       60,000,000 Series B Common     
                      value $0.001 per share.          $0.01 per share, of which        Shares, $1.00 par value; and   
                                                       325,000 have been designated     10,000,000 shares of Preferred 
                                                       shares of Omnipoint's 7%         Stock, $1.00 par value,        
                                                       Cumulative Convertible           issuable in series.            
                                                       Preferred Stock, and 12,500                                     
                                                       have been designated shares of                                  
                                                       Omnipoint's Series A Non-                                       
                                                       Voting Convertible Preferred                                    
                                                       Stock.                                                          
INCREASE IN                                                                                                            
AUTHORIZED SHARES.... An amendment to the VoiceStream  An amendment to the Omnipoint    The Aerial restated certificate
                      Holdings amended and restated    amended and restated             of incorporation provides that 
                      certificate of incorporation     certificate of incorporation     an increase or decrease in the 
                      increasing or decreasing the     increasing or decreasing the     number of Aerial Common Shares 
                      capital stock must be approved   capital stock must be approved   and Aerial Series B Common     
                      by a majority of the             by a majority of the             Shares may be approved by the  
                      outstanding common stock.        outstanding common stock.        holders of a majority of the   
                                                                                        Aerial Series A Common Shares. 
VOTING FOR                                                                                                             
DIRECTORS............ VoiceStream Holdings common      The holders of Omnipoint common  Aerial Common Shares vote in   
                      stock shall have one vote per    stock are entitled to one vote   the election of 25% of the     
                      share on all matters submitted   per share held at all meetings   directors of Aerial, rounded up
                      to a vote of stockholders of     of stockholders.                 to the nearest whole number, or
                      VoiceStream Holdings.                                             three directors based on an    
                                                                                        Aerial board of directors      
                                                                                        consisting of twelve directors.
                                                                                        In such vote, each Aerial      
                                                                                        Common Share is entitled to one
                                                                                        vote per share.                

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                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
                                                                                        The Aerial Series A Common     
                                                                                        Shares vote in the election of 
                                                                                        75% of the directors, rounded  
                                                                                        down to the nearest whole      
                                                                                        number, or nine directors based
                                                                                        on an Aerial board of directors
                                                                                        of twelve directors. In such   
                                                                                        vote, each Aerial Series A     
                                                                                        Common Share is entitled to    
                                                                                        fifteen votes per share.       
                                                                                        The Aerial Series B Common     
                                                                                        Shares, none of which are      
                                                                                        issued, have no vote in the    
                                                                                        election of directors or       
                                                                                        otherwise except as required by
                                                                                        law.                           
VOTING ON MATTERS                                                                                                      
OTHER THAN THE                                                                                                         
ELECTION OF                                                                                                            
DIRECTORS............ VoiceStream Holdings common      The holders of Omnipoint common  Aerial Common Shares have one  
                      stock shall have one vote per    stock are entitled to one vote   vote per share on all matters  
                      share on all matters submitted   per share held at all meetings   submitted to a vote of         
                      to a vote of stockholders of     of stockholders.                 stockholders of Aerial.        
                      VoiceStream Holdings.                                                                            
                                                                                        The Aerial Series A Common     
                                                                                        Shares have fifteen votes on   
                                                                                        all matters submitted to a vote
                                                                                        of stockholders of Aerial.     
                                                                                        The Aerial Series B Common     
                                                                                        Shares, if and when issued,    
                                                                                        would have no vote except as   
                                                                                        required by law.               
CLASS VOTES ON                                                                                                         
AMENDMENTS TO                                                                                                          
CHARTER.............. VoiceStream Holdings common      The holders of Omnipoint common  Holders of Aerial Common       
                      stock shall have one vote per    stock are entitled to one vote   Shares, Aerial Series A Common 
                      share on all matters submitted   per share held at all meetings   Shares and any issued Aerial   
                      to a vote of the stockholders    of stockholders.                 Series B Common Shares are     
                      of VoiceStream Holdings.                                          entitled to vote as a class on 
                      Holders of not less than                                          a proposed amendment to the    
                      two-thirds of the total number                                    Aerial restated certificate of 
                      of shares of capital stock of                                     incorporation if the amendment 
                      the corporation outstanding and                                   would increase or decrease the 
                      entitled to vote on any                                           par value or alter the powers, 
                      particular matter, must approve                                   preferences or special rights  
                      an amendment if the amendment                                     of such class so as to affect  
                      provides that:                                                    them adversely.                

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                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
                      - stockholders shall have                                                                        
                        preemptive rights to acquire                                                                   
                        additional shares;                                                                             
                      - stockholders shall have                                                                        
                        cumulative voting rights;                                                                      
                      - VoiceStream Holdings cannot                                                                    
                        redeem shares when the                                                                         
                        holding of such shares may                                                                     
                        result in the loss of any                                                                      
                        license or franchise from a                                                                    
                        governmental agency to                                                                         
                        conduct any portion of                                                                         
                        VoiceStream Holdings'                                                                          
                        business; or                                                                                   
                      - less than two-thirds vote is                                                                   
                        enough to approve any                                                                          
                        amendment listed in bullets                                                                    
                        one through three.                                                                             
CLASS VOTES ON                                                                                                         
MERGERS.............. VoiceStream Holdings common      The holders of Omnipoint common  A merger or consolidation of   
                      stock shall have one vote per    stock are entitled to one vote   Aerial must be approved by the 
                      share on all matters submitted   per share held at all meetings   holders of a majority of the   
                      to a vote of the stockholders    of stockholders.                 voting power of the outstanding
                      of VoiceStream Holdings.                                          Aerial Common Shares and Aerial
                                                                                        Series A Common Shares, voting 
                                                                                        together as one group. The     
                                                                                        Aerial Series B Common Shares, 
                                                                                        if and when issued, would not  
                                                                                        have any vote with respect to a
                                                                                        merger except as required by   
                                                                                        law.                           
DIVIDEND RIGHTS...... The VoiceStream Holdings board   The Omnipoint board may declare  Except for stock dividends and 
                      may declare and pay dividends    and pay dividends from funds     dividends of subsidiary capital
                      upon the outstanding shares of   lawfully available therefor,     stock, holders of Aerial Common
                      the corporation from time to     subject to any preferential      Shares and Aerial Series B     
                      time and to such extent as it    rights of any then outstanding   Common Shares are entitled to  
                      deems advisable, in accordance   shares of preferred stock.       share equally, on a per share  
                      with the DGCL.                                                    basis, in all dividends.       
STOCK DIVIDENDS...... The VoiceStream Holdings board   The Omnipoint amended and        A stock dividend may be paid   
                      may declare and pay dividends    restated certificate of          only as follows:               
                      upon the outstanding shares of   incorporation does not include                                  
                      the corporation from time to     provisions relating to stock     - Aerial Common Shares may be  
                                                       dividends.                         paid to the holders of Aerial

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                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
                      time and to such extent as it                                       Common Shares and            
                      deems advisable, in accordance                                      proportionately to holders of
                      with the DGCL.                                                      Aerial Series A Common Shares
                                                                                          and Aerial Series B Common   
                                                                                          Shares;                      
                                                                                        - Aerial Common Shares may be  
                                                                                          paid to the holders of Aerial
                                                                                          Common Shares at the same    
                                                                                          time that Aerial Series A    
                                                                                          Common Shares are paid       
                                                                                          proportionately to the       
                                                                                          holders of Aerial Series A   
                                                                                          Common Shares and Aerial     
                                                                                          Series B Common Shares are   
                                                                                          paid proportionately to      
                                                                                          holders of Aerial Series B   
                                                                                          Common Shares;               
                                                                                        - Aerial Series A Common Shares
                                                                                          may be paid to holders of    
                                                                                          Aerial Series A Common Shares
                                                                                          and proportionately to       
                                                                                          holders of Aerial Common     
                                                                                          Shares and Aerial Series B   
                                                                                          Common Shares; or            
                                                                                        - Aerial Series B Common Shares
                                                                                          may be paid to holders of    
                                                                                          Aerial Series B Common Shares
                                                                                          and proportionately to       
                                                                                          holders of Aerial Common     
                                                                                          Shares and Aerial Series A   
                                                                                          Common Shares.               
DIVIDENDS OF                                                                                                           
SUBSIDIARY STOCK..... The VoiceStream Holdings         The Omnipoint amended and        Aerial may distribute to       
                      amended and restated             restated certificate of          holders of Aerial Common Shares
                      certificate of incorporation     incorporation does not include   and Aerial Series A Common     
                      does not include provisions      provisions relating to           Shares, and Aerial Series B    
                      relating to dividends of         dividends of subsidiary stock.   Common Shares, if any are      
                      subsidiary stock.                                                 outstanding, shares of         

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                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
                                                                                        subsidiary capital stock       
                                                                                        corresponding to Aerial Common 
                                                                                        Shares, Aerial Series A Common 
                                                                                        Shares and Aerial Series B     
                                                                                        Common Shares, respectively,   
                                                                                        with rights, preferences and   
                                                                                        limitations which, in the      
                                                                                        judgment of the Aerial board of
                                                                                        directors, are similar in all  
                                                                                        material respects to the       
                                                                                        relative rights, preferences   
                                                                                        and limitations of the shares  
                                                                                        of common stock of Aerial.     
                                                                                        Thus, although it has no       
                                                                                        present intention to do so,    
                                                                                        Aerial could recapitalize any  
                                                                                        of its subsidiaries and then   
                                                                                        spin off the subsidiary to     
                                                                                        Aerial stockholders, with the  
                                                                                        holders of Aerial Series A     
                                                                                        Common Shares receiving the    
                                                                                        subsidiary's series A common   
                                                                                        shares, the holders of Aerial  
                                                                                        Common Shares receiving the    
                                                                                        subsidiary's common shares and 
                                                                                        the holders of Aerial Series B 
                                                                                        Common Shares receiving the    
                                                                                        subsidiary's series B common   
                                                                                        shares.                        
LIQUIDATION.......... In the event of any              In the event of the liquidation  In the event of the liquidation
                      liquidation, dissolution or      or dissolution of Omnipoint,     of Aerial, holders of Aerial   
                      winding-up of VoiceStream        holders of common stock are      Common Shares, Aerial Series A 
                      Holdings, holders of common      entitled to receive all assets   Common Shares and Aerial Series
                      stock are entitled to a per      available for distribution to    B Common Shares, if and when   
                      share distribution of any        stockholders, subject to any     issued, would share pari passu 
                      assets remaining after payment   preferential rights of any then  any assets of Aerial remaining 
                      or provision for liabilities     outstanding shares of preferred  for distribution to holders of 
                      and any preferred stock          stock.                           Aerial common stock.           
                      liquidation preferences.                                                                         
REDEMPTION OF SHARES                                                                                                   
TO PROTECT                                                                                                             
LICENSES............. The VoiceStream Holdings         The Omnipoint amended and        The Aerial restated certificate
                      amended and restated             restated certificate of          of incorporation permits shares
                      certificate of incorporation     incorporation does not include   of Aerial capital stock,       
                      provides that outstanding        provisions relating to the       including Aerial Common Shares,
                      shares of capital stock of the   redemption of shares to protect  Aerial Series A Common         
                      corporation shall be             licenses.                                                       

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                      -------------------------------  -------------------------------  -------------------------------
                           VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                               COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                      -------------------------------  -------------------------------  -------------------------------
                                                                                                                       
                      subject to redemption by the                                      Shares, and Aerial Series B    
                      corporation, by action of the                                     Common Shares, to be redeemed  
                      board of directors, if, in the                                    by Aerial, (a) at fair market  
                      judgment of the board of                                          value or (b) at such holder's  
                      directors, such action should                                     purchase price if purchased    
                      be taken, pursuant to any                                         within a year of such          
                      applicable provision of law, to                                   redemption, to the extent      
                      the extent necessary to prevent                                   necessary to prevent the loss  
                      the loss or secure the                                            or secure the reinstatement of,
                      reinstatement of any license or                                   or to prevent the denial of    
                      franchise from any governmental                                   applications for or the renewal
                      agency held by the corporation                                    of any license or franchise    
                      or any of its subsidiaries to                                     from any governmental agency.  
                      conduct any portion of the                                                                       
                      business of the corporation or                                                                   
                      any of its subsidiaries.                                                                         
PREEMPTIVE RIGHTS.... VoiceStream Holdings common      Omnipoint common stock has no    The Aerial Common Shares and   
                      stock has no preemptive rights   preemptive rights enabling a     the Aerial Series B Common     
                      enabling a holder to subscribe   holder to subscribe for or       Shares have no preemptive      
                      for or receive shares of any     receive shares of any class of   rights enabling a holder to    
                      class of stock of VoiceStream    stock of Omnipoint or any other  subscribe for or receive shares
                      Holdings or any other            securities convertible into      of any class of stock of Aerial
                      securities convertible into      shares of any class of stock of  or any other securities        
                      shares of any class of stock of  Omnipoint under the Omnipoint    convertible into shares of any 
                      VoiceStream Holdings under the   amended and restated             class of stock of Aerial under 
                      VoiceStream Holdings amended     certificate of incorporation.    the Aerial restated certificate
                      and restated certificate of                                       of incorporation. Under the    
                      incorporation.                                                    Aerial restated certificate of 
                                                                                        incorporation, the holders of  
                                                                                        Aerial Series A Common Shares  
                                                                                        have preemptive rights to      
                                                                                        purchase any additional Aerial 
                                                                                        Series A Common Shares or      
                                                                                        securities convertible into or 
                                                                                        exchangeable for, or carrying a
                                                                                        right to subscribe to or       
                                                                                        acquire, Aerial Series A Common
                                                                                        Shares issued or sold by       
                                                                                        Aerial, including treasury     
                                                                                        shares, other than Aerial      
                                                                                        Series A Common Shares sold    
                                                                                        otherwise than for cash.       
REMOVAL OF                                                                                                             
DIRECTORS............ Any director or the entire       The Omnipoint amended and        Directors of Aerial may be     
                      board may be removed, with or    restated certificate of          removed by stockholders        
                      without cause, by the holders    incorporation does not include   entitled to vote in the        
                      of a majority of                 provisions relating              election of such directors     

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                       -------------------------------  -------------------------------  -------------------------------
                            VOICESTREAM HOLDINGS                   OMNIPOINT                         AERIAL             
                                COMMON STOCK                     COMMON STOCK                     COMMON STOCK          
                       -------------------------------  -------------------------------  -------------------------------
                                                                                                                        
                       the shares then entitled to      to the removal of directors.     only for cause.                
                       vote at an election of                                                                           
                       directors.                                                                                       
MEETINGS OF                                                                                                             
STOCKHOLDERS.........  A special meeting of             A special meeting of             A special meeting of           
                       stockholders may be called at    stockholders may be called at    stockholders may be called by  
                       any time by the president, the   any time by the president or     the president, a majority of   
                       board, or stockholders entitled  the board.                       the board or holders of at     
                       to cast at least one-fifth of                                     least a majority of the votes  
                       the votes that all stockholders                                   of the stock issued and        
                       are entitled to cast at the                                       outstanding and entitled to    
                       particular meeting.                                               vote.                          
STOCKHOLDER ACTION BY                                                                                                   
WRITTEN CONSENT......  Any action required to be, or    Any action required or           Stockholder action may be taken
                       that may be, taken at any        permitted to be taken by         without a meeting or vote if a 
                       annual or special meeting of     stockholders of Omnipoint may    written consent is signed by   
                       stockholders, may be taken       be taken by unanimous written    the holders of outstanding     
                       without a meeting, without       consent of the stockholders.     shares having not less than the
                       prior notice and without a                                        minimum number of votes that   
                       vote, if a unanimous consent in                                   would be necessary to authorize
                       writing, setting forth the                                        such action at a meeting at    
                       action so taken, shall be                                         which all shares entitled to   
                       signed by the holders of a                                        vote thereon were present and  
                       majority of the outstanding                                       voted.                         
                       stock.                                                                                           
SECTION 203 OF                                                                                                          
DGCL.................  VoiceStream Holdings is subject  Omnipoint is subject to Section  The Aerial restated certificate
                       to section 203 of the DGCL.      203 of the DGCL.                 of incorporation expressly     
                                                                                         provides that Aerial elects not
                                                                                         to be governed by section 203  
                                                                                         of the DGCL.                   

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OPINIONS FROM LEGAL COUNSEL                                                     

The validity of the VoiceStream Holdings common stock to be issued to 
VoiceStream and Omnipoint stockholders pursuant to the reorganization will be   
passed upon by Preston Gates & Ellis LLP. It is a condition to the completion of
the Omnipoint reorganization that VoiceStream and Omnipoint receive opinions    
from Jones, Day, Reavis & Pogue and Piper Marbury Rudnick & Wolfe LLP,          
respectively, with respect to the tax treatment of the Omnipoint reorganization.
See "The Omnipoint Reorganization Agreement -- Conditions to the Completion of  
the Omnipoint Reorganization" and "The Omnipoint Reorganization -- Material     
United States Federal Income Tax Consequences of the Omnipoint Reorganization." 

It is a condition to the completion of the Aerial reorganization that 
VoiceStream and Aerial receive opinions from Jones, Day, Reavis & Pogue and     
Sidley & Austin, respectively, with respect to the tax treatment of the Aerial  
reorganization. See "The Aerial Reorganization Agreement -- Conditions to the   
Completion of the Aerial Reorganization" and "The Aerial Reorganization --      
Material United States Federal Income Tax Consequences of the Aerial            
Reorganization."                                                                

EXPERTS                                                                         

   The consolidated financial statements of VoiceStream and its subsidiaries
for the year ended December 31, 1998, included in VoiceStream's Form 10/A, which
are incorporated herein by reference, have been audited by Arthur Andersen LLP, 
independent public accountants, as indicated in their reports with respect      
thereto, and are included herein in reliance upon their authority as experts in 
giving said reports.                                                            

    The consolidated financial statements of Omnipoint and its subsidiaries as
of December 31, 1998 and 1997 and for each of the three years in the period     
ended December 31, 1998, which are incorporated by reference in this joint proxy
statement - prospectus, have been so incorporated herein in reliance on the     
report of PricewaterhouseCoopers LLP, independent accountants, given on the     
authority of said firm as experts in giving said reports.                       

    The consolidated financial statements of Aerial and its subsidiaries as of
December 31, 1998 and 1997 and for each of the three years in the period ended  
December 31, 1998, included in Aerial's Form 10-K, which are incorporated herein
by reference, have been audited by Arthur Andersen LLP, independent public      
accountants, as indicated in their reports with respect thereto, and are        
included herein in reliance upon their authority as experts in giving said      
reports.                                                                        

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WHERE YOU CAN FIND MORE INFORMATION 

VoiceStream, Omnipoint and Aerial file annual, quarterly and special  
reports, proxy statements and other information with the SEC. You may read and  
copy any reports, statements or other information we file at the SEC's public   
reference rooms in Washington, D.C., New York, New York and Chicago Illinois.   
Please call the SEC at 1-800-SEC-0330 for further information on the public     
reference rooms. VoiceStream's, Omnipoint's and Aerial's SEC filings are also   
available to the public from commercial document retrieval services and at the  
web site maintained by the SEC at "http://www.sec.gov."                         

     We have filed a registration statement on Form S-4 to register with the SEC
the VoiceStream Holdings common stock to be issued to VoiceStream, Omnipoint and
Aerial stockholders in the reorganizations. This joint proxy                    
statement-prospectus is a part of that registration statement and constitutes a 
prospectus of VoiceStream Holdings in addition to being a proxy statement of    
VoiceStream, Omnipoint and Aerial for the special meetings. As allowed by SEC   
rules, this joint proxy statement-prospectus does not contain all the           
information you can find in the registration statement or the exhibits to the   
registration statement.                                                         

     The SEC allows us to "incorporate by reference" information into this joint
proxy statement-prospectus, which means that we can disclose important          
information to you by referring you to another document filed separately with   
the SEC. The information incorporated by reference is deemed to be part of this 
joint proxy statement-prospectus, except for any information superseded by      
information in, or incorporated by reference in, this joint proxy               
statement-prospectus. This joint proxy statement-prospectus incorporates by     
reference the documents set forth below that we have previously filed with the  
SEC. These documents contain important information about VoiceStream, Omnipoint 
and Aerial and their finances.                                                  

                                                                [Download Table]

         VOICESTREAM SEC FILINGS (FILE NO. 0-25441)               DATE FILED    
         ------------------------------------------           ------------------
                                                                                
Form 10/A...................................................      April 13, 1999
Form 10-Q/A for the Quarter Ended September 30, 1999........    January 18, 2000
Form 10-Q for the Quarter Ended September 30, 1999..........   November 12, 1999
Form 10-Q for the Quarter Ended June 30, 1999...............      August 9, 1999
Form 8-K....................................................        May 10, 1999
Form 8-K....................................................        May 27, 1999
Form 8-K....................................................       June 24, 1999
Form 8-K....................................................        July 7, 1999
Form 8-K....................................................    October 18, 1999
Form 8-K....................................................    October 26, 1999
Form 8-K....................................................    November 9, 1999

                                                                [Download Table]

          OMNIPOINT SEC FILINGS (FILE NO. 1-14419)                DATE FILED    
          ----------------------------------------            ------------------
                                                                                
Form 10-K/A for the Year Ended December 31, 1998............    January 18, 2000
Form 10-K for the Year Ended December 31, 1998..............       April 6, 1999
1999 Proxy Statement........................................      April 27, 1999
Form 10-Q/A for the Quarter Ended September 30, 1999........    January 18, 2000
Form 10-Q for the Quarter Ended September 30, 1999..........   November 15, 1999
Form 10-Q for the Quarter Ended June 30, 1999...............     August 16, 1999
Form 10-Q for the Quarter Ended March 31, 1999..............        May 17, 1999
Form 8-K....................................................        July 2, 1999

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           AERIAL SEC FILINGS (FILE NO. 0-28262)                  DATE FILED    
           -------------------------------------              ------------------
                                                                                
Form 10-K for the year Ended December 31, 1998..............      March 31, 1999
1999 Proxy Statement........................................      April 19, 1999
Form 10-Q/A for the Quarter Ended September 30, 1999........    January 18, 2000
Form 10-Q for the Quarter Ended September 30, 1999..........   November 12, 1999
Form 10-Q for the Quarter Ended June 30, 1999...............     August 13, 1999
Form 10-Q for the Quarter Ended March 31, 1999..............        May 14, 1999
Form 8-K....................................................  September 28, 1999

We are also incorporating by reference additional documents that      
VoiceStream, Omnipoint or Aerial file with the SEC between the date of this     
joint proxy statement-prospectus and the date of the meetings.                  

     Documents incorporated by reference by each company are available from them
without charge, excluding all exhibits unless the company has specifically      
incorporated by reference an exhibit into this joint proxy statement-prospectus.
Stockholders may obtain documents incorporated by reference in this joint proxy 
statement-prospectus by requesting them in writing or by telephone from the     
appropriate party at the following address:                                     

VoiceStream Wireless                                                            
Corporation                                                                 
Attn: Investor Relations                                                        
3650 131st Avenue SE                                                            
Bellevue, Washington 98006                                                      
(425) 653-4600                                                                  

Omnipoint Corporation                                                           
Attn: Investor Relations                                                        
Three Bethesda Metro   Center, Suite 400                                        
Bethesda, Maryland 20814                                                        
(301) 951-2500                                                                  

Aerial Communications, Inc.                                                     
Attn: Investor Relations                                                        
8410 W. Bryn Mawr Avenue                                                        
Suite 1100                                                                      
Chicago, Illinois 60631                                                         
(773) 399-4200                                                                  

You should rely only on the information contained or incorporated by  
reference in this joint proxy statement-prospectus to vote on the Omnipoint     
reorganization or Aerial reorganization, as applicable. We have not authorized  
anyone to provide you with information that is different from what is contained 
in this joint proxy statement-prospectus. Please note that VoiceStream has      
supplied all information contained or incorporated by reference in this joint   
proxy statement-prospectus relating to VoiceStream, Omnipoint has supplied all  
such information relating to Omnipoint, and Aerial has supplied all such        
information relating to Aerial.                                                 

     This joint proxy statement-prospectus is dated January 25, 2000. You should
not assume that the information contained in the joint proxy                    
statement-prospectus is accurate as of any date other than such date, and       
neither the mailing of this joint proxy statement-prospectus to stockholders nor
the issuance of VoiceStream Holdings common stock in the reorganizations shall  
create any implication to the contrary.                                         

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                                                                         ANNEX A

                                                                  EXECUTION COPY

AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF 
JUNE 23, 1999 
BY AND AMONG
VOICESTREAM WIRELESS CORPORATION, 
VOICESTREAM WIRELESS HOLDING CORPORATION
AND 
OMNIPOINT CORPORATION 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
ARTICLE 1 -- DEFINITIONS....................................   A-1
Section 1.1 Definitions.....................................   A-1

ARTICLE 2 -- FORMATION OF HOLDING COMPANY AND                     
  SUBSIDIARIES..............................................   A-9
  Section 2.1  Organization of Holding Company..............   A-9
  Section 2.2  Directors and Officers of Holding Company....   A-9
  Section 2.3  Organization of Merger Subsidiaries..........   A-9
  Section 2.4  Actions of Directors and Officers............  A-10
  Section 2.5  Actions of Holding Company...................  A-10

ARTICLE 2A -- THE MERGERS; CLOSING..........................  A-10
  Section 2.1A  The Mergers.................................  A-10
  Section 2.2A  Directors...................................  A-11
  Section 2.3A  Certificate of Incorporation and Bylaws.....  A-11
  Section 2.4A  Officers....................................  A-11

ARTICLE 3 -- EFFECT OF THE MERGERS ON SECURITIES OF               
  VOICESTREAM, OMNIPOINT AND THE MERGER SUBSIDIARIES........  A-11
  Section 3.1  Conversion of Merger Subsidiaries Stock......  A-11
  Section 3.2  Cancellation of Holding Company Capital            
     Stock..................................................  A-12
  Section 3.3  Conversion of Common Stock...................  A-12
  Section 3.4  Surrender and Payment........................  A-14
  Section 3.5  Dissenting Shares............................  A-16
  Section 3.6  Options, Warrants and Preferred Stock........  A-16
  Section 3.7  Fractional Shares............................  A-18
  Section 3.8  Withholding Rights...........................  A-18
  Section 3.9  Lost Certificates............................  A-18

ARTICLE 4 -- REPRESENTATIONS AND WARRANTIES OF OMNIPOINT....  A-18
  Section 4.1  Corporate Existence and Power................  A-18
  Section 4.2  Corporate Authorization......................  A-19
  Section 4.3  Governmental Authorization...................  A-19
  Section 4.4  FCC Matters..................................  A-19
  Section 4.5  Non-contravention............................  A-20
  Section 4.6  Capitalization...............................  A-20
  Section 4.7  Subsidiaries; Investments....................  A-21
  Section 4.8  SEC Filings..................................  A-22
  Section 4.9  Financial Statements.........................  A-23
  Section 4.10  Absence of Certain Changes..................  A-23
  Section 4.11  No Undisclosed Material Liabilities.........  A-23
  Section 4.12  Compliance with Laws and Court Orders.......  A-23
  Section 4.13  Litigation..................................  A-23
  Section 4.14  Finders' Fees...............................  A-23
  Section 4.15  Opinion of Financial Advisor................  A-24
  Section 4.16  Taxes.......................................  A-24
  Section 4.17  Tax Opinions................................  A-24
  Section 4.18  Employee Benefit Plans and Labor Matters....  A-25
  Section 4.19  Environmental Matters.......................  A-26
  Section 4.20  Intellectual Property.......................  A-26
  Section 4.21  Contracts...................................  A-27
  Section 4.22  Significant Omnipoint Employees.............  A-27
  Section 4.23  Employment Matters..........................  A-28

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                                                              ----
                                                                  
Section 4.24  Labor.........................................  A-28
  Section 4.25  Vote Required...............................  A-28
  Section 4.26  Antitakeover Statutes and Charter                 
     Provisions.............................................  A-28
  Section 4.27  Insurance...................................  A-28
  Section 4.28  Bank Accounts...............................  A-28
  Section 4.29  Transactions with Affiliates................  A-29

ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES OF VOICESTREAM        
  AND HOLDING COMPANY.......................................  A-29
  Section 5.1  Corporate Existence and Power................  A-29
  Section 5.2  Corporate Authorization......................  A-29
  Section 5.3  Governmental Authorization...................  A-30
  Section 5.4  FCC Matters..................................  A-30
  Section 5.5  Non-contravention............................  A-31
  Section 5.6  Capitalization...............................  A-31
  Section 5.7  Subsidiaries; Investments....................  A-32
  Section 5.8  SEC Filings..................................  A-33
  Section 5.9  Financial Statements.........................  A-33
  Section 5.10  Absence of Certain Changes..................  A-33
  Section 5.11  No Undisclosed Material Liabilities.........  A-33
  Section 5.12  Compliance with Laws and Court Orders.......  A-34
  Section 5.13  Litigation..................................  A-34
  Section 5.14  Finders' Fees...............................  A-34
  Section 5.15  Opinion of Financial Advisor................  A-34
  Section 5.16  Taxes.......................................  A-34
  Section 5.17  Tax Opinions................................  A-35
  Section 5.18  Employee Benefit Plans and Labor Matters....  A-35
  Section 5.19  Environmental Matters.......................  A-36
  Section 5.20  Intellectual Property.......................  A-37
  Section 5.21  Contracts...................................  A-37
  Section 5.22  VoiceStream Employees.......................  A-37
  Section 5.23  Employment Matters..........................  A-38
  Section 5.24  Labor.......................................  A-38
  Section 5.25  ............................................  A-38
  Section 5.26  Vote Required...............................  A-39
  Section 5.27  Insurance...................................  A-39
  Section 5.28  Bank Accounts...............................  A-39
  Section 5.29  Transactions with Affiliates................  A-39
  Section 5.30  Not an Interested Stockholder...............  A-39
  Section 5.31  Representations with Respect to Holding           
     Company................................................  A-39

ARTICLE 6 -- COVENANTS OF OMNIPOINT.........................  A-40
  Section 6.1  Omnipoint Interim Operations.................  A-40
  Section 6.2  No Solicitation..............................  A-42
  Section 6.3  Access to Information........................  A-43
  Section 6.4  .............................................  A-43

ARTICLE 7 -- COVENANTS OF VOICESTREAM AND HOLDING COMPANY...  A-44
  Section 7.1  VoiceStream Interim Operations...............  A-44
  Section 7.2  Director and Officer Liability...............  A-44
  Section 7.3  Listing of Stock.............................  A-45
  Section 7.4  Holding Company Board of Directors...........  A-45
  Section 7.5  Employee Matters.............................  A-45

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                                                              ----
                                                                  
Section 7.6  Access to Information..........................  A-46
  Section 7.7  Covenants with Respect to Holding Company....  A-46
  Section 7.8  Registration Rights..........................  A-47

ARTICLE 8 -- COVENANTS OF VOICESTREAM AND OMNIPOINT.........  A-47
  Section 8.1  Best Efforts.................................  A-47
  Section 8.2  Registration Statement and Proxy Statement...  A-49
  Section 8.3  Public Announcements.........................  A-50
  Section 8.4  Further Assurances...........................  A-50
  Section 8.5  Notices of Certain Events....................  A-50
  Section 8.6  Tax-free Treatment...........................  A-50
  Section 8.7  Affiliates...................................  A-51
  Section 8.8  Stockholders' Meeting........................  A-51
  Section 8.9  Conduct of Business by Holding Company and         
     the Merger Subsidiaries Pending the Mergers............  A-51

ARTICLE 9 -- CONDITIONS TO THE MERGER.......................  A-52
  Section 9.1  Conditions to the Obligations of Each              
     Party..................................................  A-52
  Section 9.2  Conditions to the Obligations of                   
     VoiceStream............................................  A-53
  Section 9.3  Conditions to the Obligations of Omnipoint...  A-53

ARTICLE 10 -- TERMINATION...................................  A-54
  Section 10.1  Termination.................................  A-54
  Section 10.2  Effect of Termination.......................  A-56
  Section 10.3  Fees and Expenses...........................  A-56

ARTICLE 11 -- MISCELLANEOUS.................................  A-57
  Section 11.1  Notices.....................................  A-57
  Section 11.2  Reliance on Representations.................  A-57
  Section 11.3  Survival of Representations and                   
     Warranties.............................................  A-57
  Section 11.4  Amendments; No Waivers......................  A-58
  Section 11.5  Successors and Assigns......................  A-58
  Section 11.6  Governing Law...............................  A-58
  Section 11.7  Jurisdiction................................  A-58
  Section 11.8  Waiver of Jury Trial........................  A-58
  Section 11.9  Counterparts; Effectiveness.................  A-58
  Section 11.10  Entire Agreement; No Third Party                 
     Beneficiaries..........................................  A-58
  Section 11.11  Captions...................................  A-59
  Section 11.12  Severability...............................  A-59
  Section 11.13  Specific Performance.......................  A-59
  Section 11.14  Schedules..................................  A-59

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EXHIBITS AND SCHEDULES

                                                                [Download Table]
                                                                        
Exhibit A-1  Form of Purchase Agreement between Omnipoint and the Cook  
             Entity                                                     
Exhibit A-2  Form of Purchase Agreement between Omnipoint and the Cook  
             Entity                                                     
Exhibit B    Form of Omnipoint Rule 145 Affiliate Agreement             
Exhibit C    Form of Officer's Certificate of VoiceStream               
Exhibit D    Form of Officer's Certificate of Holding Company           
Exhibit E    Form of Opinion Letter of Regulatory Counsel to VoiceStream
Exhibit F-1  Form of Officer's Certificate of Omnipoint                 
Exhibit F-2  Form of Officer's Certificate of VoiceStream               
Exhibit F-3  Form of Holding Company Officer's Certificate              
Exhibit F-4  Form of 5% Shareholders Certificate                        
Exhibit F-5  Form of 5% Partnership-Shareholders Certificate            
Exhibit G    Form of Opinion Letter of Regulatory Counsel to Omnipoint  

Omnipoint Disclosure Schedule                                                   

VoiceStream Disclosure Schedule                                                 

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AGREEMENT AND PLAN OF REORGANIZATION

   AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of June
23, 1999, by and among VoiceStream Wireless Corporation, a Washington           
corporation ("VoiceStream"), VoiceStream Wireless Holding Corporation, a        
Delaware corporation ("Holding Company"), and Omnipoint Corporation, a Delaware 
corporation ("Omnipoint").                                                      

RECITALS

    A. The Boards of Directors of VoiceStream and Omnipoint have approved, and
deem it advisable and in the best interests of their respective companies and   
stockholders to consummate the reorganization (the "Reorganization") provided   
for herein, pursuant to which (i) Holding Company will acquire all of the common
stock of each of VoiceStream and Omnipoint through mergers of Subsidiaries of   
Holding Company with and into each of VoiceStream and Omnipoint and (ii)        
Hutchison shall contribute $807,000,000 and Hutchison's Omnipoint Stock to      
Holding Company in exchange for shares of common stock and shares of preferred  
stock of Holding Company.                                                       

     B. For federal income tax purposes, it is intended that (i) the VoiceStream
Merger qualify as a reorganization described in Section 368(a) of the United    
States Internal Revenue Code of 1986, as amended (the "Code"), and/or as an     
exchange described in Section 351(a) of the Code and (ii) the Omnipoint Merger, 
taken together with the VoiceStream Merger and the Hutchison Transaction,       
qualify as an exchange described in Section 351 of the Code.                    

C. VoiceStream Holding Company and Omnipoint desire to make certain   
representations, warranties, covenants and agreements in connection with the    
Transactions.                                                                   

NOW, THEREFORE, in consideration of the foregoing, and of the         
representations, warranties, covenants and agreements contained herein, the     
parties hereto hereby agree as follows:                                         

ARTICLE 1 

DEFINITIONS 

SECTION 1.1 Definitions.                                              

(a) The following terms, as used herein, have the following meanings: 

  "Acquisition Proposal" means any offer or proposal for, or any
indication of interest in (i) a merger, consolidation, share exchange,
business combination, reorganization, recapitalization, liquidation,  
dissolution or other similar transaction involving any member of the  
    Omnipoint Group, (ii) the acquisition, directly or indirectly, in a single
transaction or series of related transactions, (A) an equity interest 
     representing greater than 15% of the voting securities of any member of the
Omnipoint Group or (B) assets, securities or ownership interests      
 representing an amount equal to or greater than 15% of the consolidated
     assets or earning power of the Omnipoint Group, other than the Transactions
    or (iii) the consummation of any other transaction or the entering into of
    any other agreement or arrangement with respect to any other transactions,
    the effect of which would have the same result as the occurrence of (i) or
(ii).                                                                 

   "Affiliate" means, with respect to any Person, any other Person
    directly or indirectly controlling, controlled by, or under common control
    with such Person provided that, for purposes of this definition, "control"
     (including, with correlative meanings, the terms "controlled by" and "under
   common control with"), as used with respect to any Person, shall mean the
 possession, directly or indirectly, of the power to direct or cause the
  direction of the management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise.       

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        "All Cash Amount" means the sum of (i) the Closing Date Market Price
multiplied by .825 and (ii) $8.00.                                    

        "All Stock Number" means the sum of (i) $8.00 divided by the Closing
Date Market Price and (ii) .825.                                      

"Allen" means Allen & Company Inc.                          

"Benefit Arrangement" means, with respect to any Person, any
     employment, severance or similar contract or arrangement, whether formal or
  informal, proposed or final, funded or unfunded, whether or not written,
   providing for compensation, bonus, profit-sharing, stock option, or other
    stock-related rights or other forms of incentive or deferred compensation,
vacation benefits, insurance coverage (including any self-insured     
  arrangements), health or medical benefits, disability benefits, workers'
  compensation, supplemental unemployment benefits, severance benefits and
  post-employment or retirement benefits (including compensation, pension,
 health, medical or life insurance or other benefits) that (i) is not an
Employee Plan, (ii) is entered into, maintained, administered or      
     contributed to, as the case may be, by such Person or any of its Affiliates
    (other than, in the case of VoiceStream, Western and its Subsidiaries) and
   (iii) covers any employee or former employee of such Person or any of its
Subsidiaries employed in the United States. "Omnipoint Benefit        
     Arrangements" means the Benefit Arrangements of any member of the Omnipoint
     Group. "VoiceStream Benefit Arrangements" means the Benefit Arrangements of
any member of the VoiceStream Group.                                  

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

        "CIRI Agreements" means the Purchase Agreements, dated June 23, 1999
  between Omnipoint and the Cook Entities, attached hereto as Exhibits A-1
and A-2.                                                              

      "CIRI Transaction" means the transactions contemplated by the CIRI
Agreements.                                                           

  "Closing Date Market Price" means with respect to one share of
VoiceStream Common Stock, the average Closing Price (calculated on a  
  weighted average based upon the volume of shares traded on each day) for
   such share during the period of the 15 most recent trading days ending on
the Business Day prior to the Effective Time.                         

   "Closing Price" means, on any day in which shares are traded on
   NASDAQ, the last reported price for which one share of VoiceStream Common
Stock traded on NASDAQ.                                               

     "Communications Act" means the Communications Act of 1934 and the
  Telecommunications Act of 1996 (together with the rules, regulations and
published decisions of the FCC).                                      

"Confidentiality Agreement" means the confidentiality letter
agreement, dated October 14, 1998, between Western and Omnipoint.     

   "Cook Entities" means Cook Inlet/VS GSM II PCS, LLC, a Delaware
   limited liability company, and Cook Inlet/VS GSM III PCS, LLC, a Delaware
limited liability company.                                            

    "Default Event" means (i) the occurrence of a change in the U.S.
   financial, political or economic conditions the result of which would, in
     the reasonable judgment of VoiceStream, materially and adversely affect the
ability of VoiceStream and Omnipoint to restructure or refinance any  
    Indebtedness of any member of the Omnipoint Group on terms which would, at
or after the Effective Time, not have a material adverse effect on the
    business, financial conditions, prospects, assets or results of operations
of Holding Company, VoiceStream and Omnipoint and their respective    
   Subsidiaries, taken as a whole, and (ii) (A) any default by any member of
  the Omnipoint Group in the observance or performance of any agreement or
condition relating to its                                             

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respective Indebtedness or contained in any instrument or agreement   
  evidencing, securing or relating thereto, or the occurrence of any other
     event or the existence of any condition, the effect of which is to cause or
   permit the holder or holders of such Indebtedness (or trustee or agent on
    behalf of such holder or holders) to cause, with or without the passage of
  time or the giving of notice, such Indebtedness to become due or payable
prior to its stated maturity or (B) the occurrence of any event or the
   existence of any condition, the effect of which is to cause or permit the
  holder or holders of such Indebtedness (or trustee or agent on behalf of
    such holder or holders) to require, with or without the passage of time or
the giving of notice, any member of the Omnipoint Group to redeem or  
repurchase such Indebtedness prior to its stated maturity; provided,  
   however, that no Default Event shall exist unless the aggregate amount of
   Indebtedness in respect of which either (A) or (B) shall have occurred is
equal to at least $200,000,000.                                       

"Delaware Law" means the Delaware General Corporation Law.  

    "Employee Plan" means, with respect to any Person, any "employee
    benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to
    any provision of ERISA, (ii) is maintained, administered or contributed to
   by such Person or any of its ERISA Affiliates (other than, in the case of
VoiceStream, Western and Western's Subsidiaries) and (iii) covers any 
employee or former employee of such Person (other than, in the case of
     VoiceStream, Western and Western's Subsidiaries). "Omnipoint Employee Plan"
means an Employee Plan of any member of the Omnipoint Group and       
 "VoiceStream Employee Plan" means an Employee Plan of any member of the
VoiceStream Group.                                                    

        "Environmental Laws" means the Comprehensive Environmental Response,
 Compensation, and Liability Act, the Resource Conservation and Recovery
Act, the Emergency Planning and Community Right to Know Act, the Clean
  Water Act, the Safe Drinking Water Act, the Clean Air Act, any so-called
"Superfund" or "Superlien" law, or any other federal, state or local  
 statute, law, ordinance, code, rule, regulation, Order, decree or other
  requirement of any Governmental Body regulating, relating to or imposing
liability or standards of conduct concerning, health, safety and any  
Hazardous Substance.                                                  

  "Environmental Permits" means, with respect to any Person, all
  permits, licenses, franchises, certificates, approvals and other similar
authorizations of any Governmental Body relating to or required by    
   Environmental Laws and affecting, or relating in any way to, the business
of such Person or any of its Subsidiaries as currently conducted.     

      "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" of any entity means any other entity that, together
   with such entity, would be treated as a single employer under Section 414
of the Code.                                                          

     "FAA" means the Federal Aviation Administration and any successor
agency or body.                                                       

       "FCC" means the Federal Communications Commission and any successor
agency or body.                                                       

       "FCC Consent" means an order of the FCC, or by the staff of the FCC
acting pursuant to delegated authority, granting its consent to the   
  applications referred to in Section 8.1(b) of this Agreement required to
permit the consummation of the Transactions.                          

        "FCC Consent Date" means the date on which Public Notice is given of
the FCC Consent pursuant to the rules and regulations of the FCC.     

          "Final Order" means an action or decision that has been granted by the
     FCC as to which (i) no request for a stay or similar request is pending, no
   stay is in effect, the action or decision has not been vacated, reversed,
   set aside, annulled or suspended and any deadline for filing such request
that may be designated by statute or regulation has passed, (ii) no   
petition for rehearing                                                

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  or reconsideration or application for review is pending and the time for
  the filing of any such petition or application has passed, (iii) the FCC
does not have the action or decision under reconsideration on its own 
 motion and the time within which it may effect such reconsideration has
 passed and (iv) no appeal is pending, including other administrative or
   judicial review, or in effect and any deadline for filing any such appeal
that may be designated by statute or rule has passed.                 

"Goldman" means Goldman, Sachs & Co.                        

      "Governmental Body" means any domestic or foreign national, state,
multi-state or municipal or other local government, any subdivision,  
agency, commission or authority thereof, any court, or any            
quasi-governmental or private body exercising any regulatory or taxing
authority thereunder.                                                 

          "Governmental Consents" means all authorizations, consents, approvals,
   exceptions or other actions by Governmental Bodies required to consummate
the Transactions.                                                     

       "Group" means "group," as such term is defined in Rule 13d-3 of the
1934 Act.                                                             

       "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976.                                                                 

     "Hazardous Substance" means any hazardous substance, hazardous or
toxic waste, hazardous material, pollutant or contaminant, as those or
similar terms are used in the Environmental Laws, including, without  
  limitation, asbestos and asbestos-related products, chlorofluorocarbons,
    oils or petroleum-derived compounds, polychlorinated biphenyls, pesticides
and radon.                                                            

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

          "Hutchison Agreement" means the Subscription Agreement, dated June 23,
   1999, between Holding Company, Hutchison and Hutchison Telecommunications
Limited, a Hong Kong corporation.                                     

"Hutchison's Omnipoint Stock" means the Omnipoint Non-Voting
Convertible Preferred or the Omnipoint Common Stock into which it is  
convertible which is held by Hutchison.                               

      "Hutchison Transaction" means the transactions contemplated by the
Hutchison Agreement.                                                  

          "Indebtedness" of any Person at any date means (a) all indebtedness of
such Person for borrowed money or for the deferred purchase price of  
    property or services (other than current trade liabilities incurred in the
ordinary course of business and payable in accordance with customary  
     practices), (b) any other indebtedness of such Person which is evidenced by
    a note, bond, debenture or similar instrument, (c) all obligations of such
Person under financing leases, (d) all obligations of such Person in  
     respect of acceptances issued or created for the account of such Person and
with respect to unpaid reimbursement obligations related to letters of
credit issued for the account of such Person and (e) all liabilities  
   secured by any Lien on any property owned by such Person even though such
    Person has not assumed or otherwise become liable for the payment thereof.

     "Investment Interest" means a direct or indirect ownership of (i)
capital stock, bonds, debentures, partnership, membership interests or
other ownership interests or other securities of any Person; (ii) any 
   deposit with or advance, loan or other extension of credit (including the
 purchase of property from another Person subject to an understanding or
  agreement, contingent or otherwise to resell such property to such other
     Person) to any other Person; (iii) any revenue or profit interests pursuant
to any agreement or license or (iv) any agreement, commitment,        

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right, understanding or arrangement with respect to any of the items  
referred to in (i), (ii) or (iii) of this definition.                 

"IRS" means the Internal Revenue Service.                   

"Jones Day" means Jones, Day, Reavis & Pogue.               

        "knowledge" means, with respect to any fact, the conscious awareness
     of such fact by an executive officer (as defined under the 1933 Act) of the
relevant Person.                                                      

"Lehman" means Lehman Brothers Inc.                         

      "Lien" as to any Person, means any mortgage, lien, pledge, adverse
   claim, charge, security interest or other encumbrance (including, without
    limitation rights of first refusal, proxy rights and other similar rights)
   in or on, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other
     title retention agreement or capital lease with respect to, any property or
     asset owned or held by such Person, or the signing or filing of a financing
     statement which names such Person as debtor, or the signing of any security
  agreement authorizing any other party as the secured party thereunder to
file any financing statement other than those filed for informational 
purposes.                                                             

     "Multiemployer Plan" means each Employee Plan, including for this
    purpose any "employee pension benefit plan" (as defined in Section 3(2) of
  ERISA) of Western and its Subsidiaries, that is a multiemployer plan, as
defined in Section 3(37) of ERISA.                                    

"NASDAQ" means The NASDAQ National Market.                  

"1933 Act" means the Securities Act of 1933.                

"1934 Act" means the Securities Exchange Act of 1934.       

     "Omnipoint Balance Sheet" means the Consolidated Balance Sheet of
     Omnipoint and its consolidated subsidiaries as of December 31, 1998 and the
footnotes thereto set forth in the Omnipoint 10-K.                    

"Omnipoint Balance Sheet Date" means December 31, 1998.     

    "Omnipoint Common Stock" means Common Stock, par value $0.01 per
share, of Omnipoint.                                                  

    "Omnipoint Disclosure Schedule" means the disclosure schedule of
Omnipoint attached hereto.                                            

         "Omnipoint Employee" means an employee of any member of the Omnipoint
Group.                                                                

     "Omnipoint Group" means Omnipoint and the Omnipoint Subsidiaries.

     "Omnipoint Investment" means an entity in which any member of the
Omnipoint Group has an Investment Interest.                           

          "Omnipoint Material Adverse Effect" means a material adverse effect on
the business, financial condition, prospects, assets or results of    
operations of the Omnipoint Group taken as a whole, excluding any such
     effect resulting from or arising in connection with (i) this Agreement, the
Transactions or the announcement thereof, (ii) changes or conditions  
     generally affecting the industries in which the Omnipoint Group operates or
    (iii) changes in general economic, regulatory or political conditions. For
     the purposes of Section 9.1(f), item (i) of the previous sentence shall not
be excluded from the definition of Omnipoint Material Adverse Effect. 

        "Omnipoint Non-Voting Convertible Preferred Stock" means Omnipoint's
     Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share.

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         "Omnipoint Preferred Stock" means 7% Cumulative Convertible Preferred
Stock, par value $1,000 per share, of Omnipoint.                      

"Omnipoint Subsidiary" means a Subsidiary of Omnipoint.     

         "Omnipoint 10-K" means Omnipoint's annual report on Form 10-K for the
fiscal year ended December 31, 1998.                                  

   "Order" means and includes any order, writ, injunction, decree,
judgment, award, determination or written direction of any court,     
arbitrator or Governmental Body.                                      

"PBGC" means the Pension Benefit Guaranty Corporation.      

          "Pension Plan" means, with respect to any Person, any plan (other than
a Multiemployer Plan) that is subject to Title IV of ERISA and is     
     maintained, administered or contributed to or required to be contributed to
 by such Person or any of its ERISA Affiliates. "Omnipoint Pension Plan"
means a Pension Plan of Omnipoint or any of its ERISA Affiliates and  
  "VoiceStream Pension Plan" means a Pension Plan of VoiceStream or any of
its ERISA Affiliates other than Employee Plan.                        

   "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or       
instrumentality thereof.                                              

"Piper Marbury" means Piper & Marbury L.L.P.                

        "SEC" means the Securities and Exchange Commission and any successor
agency or body.                                                       

        "Significant Employees" means any employee of a Person who (i) is an
    officer of such Person, (ii) owns any options to purchase capital stock of
     such Person which accelerate as a result of the Merger, (iii) has a written
     employment contract with such Person which calls for annual compensation in
    excess of $125,000 or (iv) is compensated by such Person at an annual rate
greater than $125,000.                                                

        "Significant Omnipoint Employees" means Significant Employees of any
member of the Omnipoint Group.                                        

          "Significant VoiceStream Employees" means Significant Employees of any
member of the VoiceStream Group.                                      

         "Subsequent Transaction" means any transaction whereby (i) any member
  of the VoiceStream Group or any VoiceStream Investment would acquire (by
 merger, consolidation, acquisition of stock or assets or otherwise) any
corporation, limited liability company, partnership, other business   
 organization or assets or division thereof, which is in the business of
providing wireless communication services, (ii) any member of the     
     VoiceStream Group or any VoiceStream Investment would acquire an Investment
     Interest in any of the foregoing, (iii) any member of the VoiceStream Group
or VoiceStream Investment would issue any equity interest or incur any
   Indebtedness whether in connection with any item described in (i) or (ii)
   or otherwise, (iv) any member of the VoiceStream Group or any VoiceStream
Investment enters into or engages in a strategic alliance or other    
   commercial relationship or (v) any member of the VoiceStream Group or any
 VoiceStream Investment is acting in the ordinary course consistent with
past practice; provided, however, in connection with a Subsequent     
     Transaction described in items (i), (ii), (iii) or (iv) of this definition,
     VoiceStream must receive an opinion from a nationally recognized investment
    bank, acting as financial advisor to VoiceStream, to the effect that, from
a financial point of view, such Subsequent Transaction is fair to the 
holders of VoiceStream Common Stock or, if applicable, VoiceStream.   

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       "Subsidiary" means, with respect to any Person, any entity of which
 securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing
similar functions are at any time directly or indirectly owned by such
Person.                                                               

         "Transactions" means the transactions contemplated by this Agreement.

       "VoiceStream Balance Sheet" means the Consolidated Balance Sheet of
   VoiceStream and its consolidated subsidiaries as of December 31, 1998 and
the footnotes thereto, as set forth in the VoiceStream 10-K.          

"VoiceStream Balance Sheet Date" means December 31, 1998.   

       "VoiceStream Common Stock" means the Common Stock, no par value per
share, of VoiceStream.                                                

      "VoiceStream Disclosure Schedule" means the disclosure schedule of
VoiceStream attached hereto.                                          

"VoiceStream Employee" means an employee of VoiceStream or a
VoiceStream Subsidiary.                                               

"VoiceStream Group" means VoiceStream and the VoiceStream   
Subsidiaries.                                                         

        "VoiceStream Investment" means an entity in which VoiceStream has an
Investment Interest.                                                  

         "VoiceStream Material Adverse Effect" means a material adverse effect
on the business, financial condition, prospects, assets or results of 
  operations of the VoiceStream Group taken as a whole, excluding any such
     effect resulting from or arising in connection with (i) this Agreement, the
Transactions or the announcement thereof, (ii) changes or conditions  
    generally affecting the industries in which the VoiceStream Group operates
   or (iii) changes in general economic, regulatory or political conditions.
     For the purposes of Section 9.1(f), item (i) of the previous sentence shall
     not be excluded from the definition of VoiceStream Material Adverse Effect.

"VoiceStream Subsidiary" means a Subsidiary of VoiceStream. 

         "VoiceStream 10-K" means VoiceStream's annual report on Form 10-K for
the fiscal year ended December 31, 1998.                              

   "Washington Law" means the Washington Business Corporation Act.

"Western" means Western Wireless Corporation, a Washington  
corporation.                                                          

   Any reference in this Agreement to a statute shall be to such statute, as
amended from time to time, and to the rules and regulations promulgated         
thereunder.                                                                     

(b) Each of the following terms is defined in the Section set forth   
opposite such term:                                                             

                                                                [Download Table]
                                                                         
Affiliate Registration Statement............................          7.8
Affiliate Shares............................................          7.8
Benefits Maintenance Period.................................   7.5(a)(ii)
Cash Election...............................................   3.3(c)(ii)
Cash Election Consideration.................................   3.3(c)(ii)
Cash Election Proration Factor..............................       3.3(h)
Certificate of Merger.......................................      2.1A(d)
Certificates................................................       3.4(a)
Closing.....................................................      2.1A(c)

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                                                                [Download Table]
                                                                         
Closing Date................................................      2.1A(c)
Code........................................................     Preamble
Dissenting Shares...........................................          3.5
Effective Time..............................................      2.1A(d)
Election Deadline...........................................       3.4(a)
Election Form...............................................       3.4(a)
End Date....................................................   10.1(b)(i)
Environmental Reports.......................................      4.19(b)
Exchange Agent..............................................       3.4(a)
Exchange Fund...............................................       3.4(a)
FCC Applications............................................       8.1(b)
Form S-4....................................................          8.2
GAAP........................................................          4.9
Holding Company.............................................     Preamble
Holding Company Common Stock................................          2.1
Holding Company Share Issuance Number.......................       3.3(f)
Indemnified Losses..........................................       7.2(a)
Indemnified Person..........................................       7.2(a)
Merger Agreements...........................................         2.1A
Merger Consideration........................................  3.3(c)(iii)
Merger Sub A................................................       2.3(i)
Merger Sub B................................................      2.3(ii)
Merger Subsidiaries.........................................      2.3(ii)
Mergers.....................................................      2.1A(b)
New Director(s).............................................          7.4
New Omnipoint Convertible Securities........................          3.6
New Omnipoint Options.......................................       3.6(a)
New Omnipoint Warrants......................................          3.6
New VoiceStream Convertible Securities......................       3.6(b)
New VoiceStream Options.....................................       3.6(b)
New VoiceStream Warrants....................................       3.6(b)
1999 Omnipoint SEC Documents................................       4.8(b)
1999 VoiceStream SEC Documents..............................       5.8(b)
Omnipoint...................................................     Preamble
Omnipoint FCC Licenses......................................       4.4(a)
Omnipoint Holders...........................................       3.4(b)
Omnipoint Intellectual Property.............................         4.20
Omnipoint Merger............................................      2.1A(b)
Omnipoint Merger Agreement..................................         2.1A
Omnipoint Options...........................................       4.6(a)
Omnipoint Pension Plan......................................       1.1(a)
Omnipoint Rule 145 Affiliate................................          8.7
Omnipoint SEC Documents.....................................       4.8(b)
Omnipoint Stockholders' Approval............................         4.25
Omnipoint Stockholders' Meeting.............................       8.8(a)
Omnipoint Warrants..........................................       4.6(a)
Proxy Statement/Prospectus..................................          8.2
Reorganization..............................................     Preamble
Spinoff.....................................................       9.2(c)

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                                                                [Download Table]
                                                                         
Standard Election...........................................    3.3(c)(i)
Standard Election Consideration.............................  3.3(c)(iii)
Standard Election Exchange Rate.............................  3.3(c)(iii)
Stock Election..............................................    3.3(c)(i)
Stock Election Consideration................................    3.3(c)(i)
Stock Election Exchange Rate................................    3.3(c)(i)
Stock Election Proration Factor.............................       3.3(g)
Successor Plan..............................................       7.5(b)
Tax Returns.................................................         4.16
Taxes.......................................................         4.16
Termination Fee.............................................      10.3(b)
Transferred Employees.......................................   7.5(a)(ii)
VoiceStream.................................................     Preamble
VoiceStream FCC Licenses....................................       5.4(a)
VoiceStream Intellectual Property...........................         5.20
VoiceStream Merger..........................................      2.1A(a)
VoiceStream Merger Agreement................................         2.1A
VoiceStream Pension Plan....................................       1.1(a)
VoiceStream SEC Documents...................................       5.8(b)
VoiceStream Stockholders' Approval..........................         5.26
VoiceStream Stockholders' Meeting...........................       8.8(a)

(c) Unless the context otherwise requires, the terms defined in this  
Article 1 or elsewhere in this Agreement shall have the meanings herein         
specified for all purposes of this Agreement, applicable to both the singular   
and plural forms of any of the terms defined herein. When a reference is made in
this Agreement to a Section, such reference shall be to a Section of this       
Agreement unless otherwise indicated. Whenever the words "include," "includes"  
or "including" are used in this Agreement, they shall be deemed to be followed  
by the words "without limitation." The use of any gender herein shall be deemed 
to include the neuter, masculine and feminine genders wherever necessary or     
appropriate.                                                                    

ARTICLE 2 

FORMATION OF HOLDING COMPANY AND SUBSIDIARIES 

     SECTION 2.1 Organization of Holding Company. Prior to the execution of this
Agreement, VoiceStream has organized Holding Company under Delaware Law. The    
authorized capital stock of Holding Company shall consist of 400,000,000 shares 
of common stock, par value $0.001 per share (the "Holding Company Common        
Stock"), of which one share shall be issued to VoiceStream at a price of $2.00, 
and 5,000,000 shares of preferred stock, par value $0.001 per share.            

  SECTION 2.2 Directors and Officers of Holding Company. The directors and
officers of Holding Company were and shall be designated by VoiceStream. Each   
such officer and director shall remain in office until his or her successors are
elected.                                                                        

     SECTION 2.3 Organization of Merger Subsidiaries. As promptly as practicable
(but in any event no more than 30 days) following the execution of this         
Agreement, VoiceStream shall cause the following companies to be organized for  
the sole purpose of effectuating the VoiceStream Merger and the Omnipoint Merger
contemplated herein:                                                            

        (i) VoiceStream Subsidiary I, a corporation organized under the laws
of the State of Washington ("Merger Sub A"). The certificate of       
incorporation and bylaws of Merger Sub A                              

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 shall be in such forms as shall be determined by VoiceStream as soon as
practicable following the execution of this Agreement. The authorized 
capital stock of Merger Sub A shall initially consist of 100 shares of
     common stock, no par value per share, one share of which shall be issued to
Holding Company at a price of $1.00 per share.                        

          (ii) VoiceStream Subsidiary II, a corporation organized under the laws
   of the State of Delaware ("Merger Sub B" and, together with Merger Sub A,
    the "Merger Subsidiaries"). The certificate of incorporation and bylaws of
   Merger Sub B shall be in such forms as shall be determined by VoiceStream
as soon as practicable following the execution of this Agreement. The 
 authorized capital stock of Merger Sub B shall initially consist of 100
    shares of common stock, par value $.01 per share, one share of which shall
be issued to Holding Company at a price of $1.00 per share.           

   SECTION 2.4 Actions of Directors and Officers. As promptly as practicable
(but not later than 30 days) following the execution of this Agreement,         
VoiceStream shall cause (i) Holding Company to elect the directors of the Merger
Subsidiaries, (ii) the directors of Merger Sub A and Merger Sub B to elect their
respective officers, (iii) the directors of Holding Company to ratify and       
approve this Agreement and to approve the forms of the Merger Agreements, (iv)  
the Merger Agreements to be executed on behalf of the parties thereto, and (v)  
the directors and officers of the Merger Subsidiaries to take such steps as may 
be necessary or appropriate to complete the organization of the Merger          
Subsidiaries and to approve the Merger Agreements.                              

    SECTION 2.5 Actions of Holding Company. As promptly as practicable (but in
no event later than 15 days) following the execution of this Agreement, Holding 
Company shall cause the Merger Subsidiaries to adopt the Merger Agreements.     

ARTICLE 2A

THE MERGERS; CLOSING

     SECTION 2.1A The Mergers. Pursuant to the Merger Agreements, in forms to be
mutually agreed upon by VoiceStream and Omnipoint (sometimes hereinafter        
referred to individually as the "VoiceStream Merger Agreement" and the          
"Omnipoint Merger Agreement", respectively, and collectively as the "Merger     
Agreements"), upon the terms and subject to the conditions set forth in this    
Agreement and in the Merger Agreements:                                         

   (a) Merger Sub A shall be merged with and into VoiceStream (the
"VoiceStream Merger") in accordance with the applicable provisions of 
Washington Law. VoiceStream shall be the surviving corporation in the 
VoiceStream Merger and shall continue its corporate existence under   
  Washington Law. As a result of the VoiceStream Merger, VoiceStream shall
become a wholly owned Subsidiary of Holding Company. The effects and  
consequences of the VoiceStream Merger shall be as set forth in the   
VoiceStream Merger Agreement.                                         

(b) Merger Sub B will be merged with and into Omnipoint (the
"Omnipoint Merger"), in accordance with the applicable provisions of  
     Delaware Law. Omnipoint shall be the surviving corporation in the Omnipoint
    Merger and shall continue its corporate existence under Delaware Law. As a
result of the Omnipoint Merger, Holding Company shall own, directly or
  indirectly, all of the outstanding shares of Omnipoint Common Stock. The
   effects and consequences of the Omnipoint Merger shall be as set forth in
the Omnipoint Merger Agreement. The term "Mergers" shall mean the     
VoiceStream Merger and the Omnipoint Merger.                          

          (c) Subject to the terms and conditions of this Agreement, the closing
    of the Transactions (the "Closing") shall take place (a) at the offices of
Friedman Kaplan & Seiler LLP, 875 Third Avenue, New York, NY, at 11:00
a.m., local time, on the fifth Business Day following the day         

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    on which the last to be fulfilled or waived of the conditions set forth in
  Article 9 (excluding conditions that, by their terms cannot be satisfied
  until the Closing Date, but subject to the fulfillment or waiver of such
   conditions) shall be fulfilled or waived in accordance herewith or (b) at
    such other time, date or place as VoiceStream and Omnipoint may agree. The
     date on which the Closing occurs is hereinafter referred to as the "Closing
Date."                                                                

       (d) As soon as practicable following the Closing, the parties shall
   (i) file a certificate of merger with respect to each of the Mergers (the
   "Certificate of Merger") in such forms as are required by and executed in
accordance with applicable Delaware Law (in the case of the Omnipoint 
     Merger) and Washington Law (in the case of the VoiceStream Merger) and (ii)
     make all other filings or recordings required under applicable Delaware Law
     or Washington Law. The Mergers shall become effective at such time and date
   (the "Effective Time") which is the later of (i) the date and time of the
    filing of the Certificate of Merger with respect to the VoiceStream Merger
     (or such other date and time as may be specified in such certificate as may
     be permitted by Washington Law) and (ii) the date and time of the filing of
 the Certificate of Merger with respect to the Omnipoint Merger (or such
other date and time as may be specified in such certificate as may be 
permitted by Delaware Law).                                           

        (e) The consummation of the Omnipoint Merger shall be conditioned on
the simultaneous consummation of the VoiceStream Merger, and the      
     consummation of VoiceStream Merger shall be conditioned on the simultaneous
consummation of the Omnipoint Merger.                                 

SECTION 2.2A Directors. The directors of VoiceStream and Merger Sub B,
immediately prior to the Effective Time shall be the directors of the surviving 
corporation of the VoiceStream Merger and the Omnipoint Merger, respectively, as
of the Effective Time and until their successors are duly appointed or elected  
in accordance with applicable Delaware Law (in the case of the Omnipoint Merger)
and Washington Law (in the case of VoiceStream Merger).                         

  SECTION 2.3A Certificate of Incorporation and Bylaws. The certificate of
incorporation and bylaws of VoiceStream and Omnipoint immediately prior to the  
Effective Time shall be the certificate of incorporation and bylaws of the      
surviving corporation of the VoiceStream Merger and the Omnipoint Merger,       
respectively, as of the Effective Time; provided, VoiceStream may change the    
name of VoiceStream.                                                            

SECTION 2.4A Officers. The officers of VoiceStream and Omnipoint      
immediately prior to the Effective Time shall be the officers of the surviving  
corporations of the VoiceStream Merger and the Omnipoint Merger, respectively,  
as of the Effective Time and until their successors are duly appointed or       
elected in accordance with applicable Delaware Law (in the case of the Omnipoint
Merger) and Washington Law (in the case of VoiceStream Merger).                 

ARTICLE 3 

EFFECT OF THE MERGERS ON SECURITIES OF VOICESTREAM, 
OMNIPOINT AND THE MERGER SUBSIDIARIES 

     SECTION 3.1 Conversion of Merger Subsidiaries Stock. At the Effective Time,
by virtue of the VoiceStream Merger and without any action on the part of any of
the parties, each share of the common stock of Merger Sub A outstanding         
immediately prior to the Effective Time shall be converted into and shall become
one share of common stock of the surviving corporation of the VoiceStream       
Merger. At the Effective Time, by virtue of the Omnipoint Merger and without any
action on the part of any of the parties, each share of the common stock of     
Merger Sub B outstanding immediately prior to the Effective Time shall be       
converted into and shall become one share of common stock of the surviving      
corporation of the Omnipoint Merger.                                            

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     SECTION 3.2 Cancellation of Holding Company Capital Stock. At the Effective
Time, the one share of the capital stock of Holding Company issued to           
VoiceStream and outstanding immediately prior to the Effective Time shall be    
canceled and cease to exist.                                                    

SECTION 3.3 Conversion of Common Stock.                               

     (a) (i) Subject to the provisions of Sections 3.3 and 3.5, at the
   Effective Time, each share of VoiceStream Common Stock that is issued and
     outstanding immediately prior to the Effective Time shall be converted into
   one share of Holding Company Common Stock. Upon such conversion, all such
  shares of VoiceStream Common Stock shall be canceled and cease to exist,
and each certificate theretofore representing any such shares shall,  
without any action on the part of the holder thereof, be deemed to    
   represent an equivalent number of shares of Holding Company Common Stock.

        (ii) Subject to the provisions of Sections 3.3 and 3.5, at the
       Effective Time, each share of Omnipoint Common Stock that is issued and
      outstanding immediately prior to the Effective Time shall be converted
into the right to receive the Merger Consideration and cash for 
        fractional shares of Holding Company Common Stock. Upon such conversion,
        all such shares of Omnipoint Common Stock shall be canceled and cease to
    exist, and each certificate theretofore representing any such shares
      shall, without any action on the part of the holder thereof, be deemed
to represent the right to receive the Merger Consideration.     

      (b) At the Effective Time, each share of VoiceStream Common Stock,
     Omnipoint Common Stock or Holding Company Common Stock which is held in the
treasury of VoiceStream, Omnipoint or their respective Subsidiaries   
(provided, however, any Omnipoint Common Stock held by VoiceStream or 
Holding Company shall not be canceled pursuant to this Section 3.3(b))
  immediately prior to the Effective Time shall, by virtue of the Mergers,
   cease to be outstanding and shall be canceled and retired without payment
of any consideration therefor.                                        

   (c) Subject to the provisions of Sections 3.3(g) and (h) and of
   Sections 3.5 and 3.7, each share of Omnipoint Common Stock that is issued
and outstanding immediately prior to the Effective Time (excluding any
    Dissenting Shares or any share of Omnipoint Common Stock canceled pursuant
to Section 3.3(b) or held by Holding Company or VoiceStream) shall be 
 converted, at the election of the holder thereof in accordance with the
procedures set forth herein, into one of the following:               

           (i) for each such share of Omnipoint Common Stock with respect to
       which an election to receive only Holding Company Common Stock has been
      effectively made and not revoked or lost pursuant to Section 3.3(e) (a
      "Stock Election"), the right to receive the All Stock Number of shares
    (the "Stock Election Exchange Rate") of Holding Company Common Stock
(the "Stock Election Consideration");                           

            (ii) for each such share of Omnipoint Common Stock with respect to
        which an election to receive only cash has been effectively made and not
   revoked or lost pursuant to Section 3.3(e) (a "Cash Election"), the
   right to receive the All Cash Amount in cash, without interest (the
"Cash Election Consideration"); and                             

        (iii) for each such share of Omnipoint Common Stock other than
     shares as to which a Stock Election or a Cash Election has been made,
     the right to receive (A) .825 shares (the "Standard Election Exchange
      Rate") of Holding Company Common Stock and (B) $8.00 in cash, ((A) and
(B) being collectively referred to as the "Standard Election    
      Consideration" and, together with the Stock Election Consideration and
the Cash Election Consideration, the "Merger Consideration").   

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        (d) If between the date of this Agreement and the Effective Time the
     outstanding shares of VoiceStream Common Stock shall have been changed into
     a different number of shares, by reason of any stock dividend, subdivision,
    split or combination of shares, the Cash Election Consideration, the Stock
 Election Consideration and the Standard Election Consideration, will be
     correspondingly adjusted to reflect such stock dividend, subdivision, split
or combination of shares.                                             

     (e) Each person who, at the Effective Time, is a record holder of
     shares of Omnipoint Common Stock (other than holders of shares of Omnipoint
     Common Stock to be canceled as set forth in Section 3.3(b)), shall have the
right to submit an Election Form specifying the number of shares of   
    Omnipoint Common Stock that such person desires to have converted into the
right to receive Holding Company Common Stock pursuant to the Stock   
   Election, the number of shares of Omnipoint Common Stock that such person
  desires to have converted into the right to receive cash pursuant to the
    Cash Election, or the number of shares of Omnipoint Common Stock that such
 person desires to have converted into the right to receive the Standard
    Election Consideration, pursuant to the Standard Election. Any such record
   holder (including without limitation any such record holder of Dissenting
  Shares) who fails properly to submit an Election Form on or prior to the
  Election Deadline in accordance with the procedures set forth in Section
   3.4(a) shall be deemed to have made a Standard Election. Each person who,
 at the Effective Time, is a record holder of Omnipoint Preferred Stock,
shall be deemed to have made a Standard Election.                     

         (f) The aggregate number of shares of Holding Company Common Stock to
be issued to holders of Omnipoint Common Stock in connection with the 
  Omnipoint Merger or to become subject to issuance upon the conversion of
   the Omnipoint Preferred Stock shall equal the product of (x) .825 and (y)
    the sum of (i) the total number of shares of Omnipoint Common Stock issued
    and outstanding immediately prior to the Effective Time, other than shares
to be canceled pursuant to Section 3.3(b) and shares held by Holding  
 Company or VoiceStream and (ii) the total number of shares of Omnipoint
Common Stock issuable upon conversion of Omnipoint Preferred Stock    
     outstanding immediately prior to the Effective Time (the product of (x) and
   (y) being referred to as the "Holding Company Share Issuance Number"). If
   between the date of this Agreement and the Effective Time the outstanding
     shares of VoiceStream Common Stock shall have been changed into a different
  number of shares, by reason of any stock dividend, subdivision, split or
  combination of shares, the Holding Company Share Issuance Number will be
     correspondingly adjusted to reflect such stock dividend, subdivision, split
or combination of shares.                                             

        (g) In the event that the number of shares of Holding Company Common
    Stock to be issued to holders of Omnipoint Common Stock in connection with
Omnipoint Merger or to become subject to issuance upon conversion of  
   Omnipoint Preferred Stock would exceed the Holding Company Share Issuance
Number based on the elections of the holders of Omnipoint Common Stock
(together with the conversion adjustments applicable to the Omnipoint 
 Preferred Stock), (i) all shares of Omnipoint Common Stock subject to a
  Cash Election or a Standard Election will, as elected, be converted into
the right to receive the Cash Election Consideration or the Standard  
Election Consideration, as the case may be, and (ii) each share of    
   Omnipoint Common Stock subject to a Stock Election will be converted into
     the right to receive (A) a number of shares of Holding Company Common Stock
equal to the Stock Election Exchange Rate times the Stock Election    
     Proration Factor and (B) an amount of cash equal to (1) the All Cash Amount
     multiplied by (2) one minus the Stock Election Proration Factor. The "Stock
   Election Proration Factor" means a fraction (x) the numerator of which is
 the Holding Company Share Issuance Number minus the aggregate number of
     shares of Holding Company Common Stock to be issued in the Omnipoint Merger
pursuant to the Standard Elections or to                              

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 become subject to issuance upon conversion of Omnipoint Preferred Stock
 pursuant to elections corresponding to the Standard Elections deemed to
have been made by holders of Omnipoint Preferred Stock, and (y) the   
denominator of which is the number of shares of Holding Company Common
   Stock that, but for this paragraph (g), would have been issued to holders
    of Omnipoint Common Stock in Transactions pursuant to the Stock Elections.

        (h) In the event that the number of shares of Holding Company Common
    Stock to be issued to holders of Omnipoint Common Stock in connection with
  the Omnipoint Merger or to become subject to issuance upon conversion of
Omnipoint Preferred Stock would be less than the Holding Company Share
   Issuance Number based on the elections of the holders of Omnipoint Common
     Stock (together with the conversion adjustments applicable to the Omnipoint
 Preferred Stock), (i) all shares of Omnipoint Common Stock subject to a
   Stock Election or a Standard Election will, as elected, be converted into
the right to receive the Stock Election Consideration or the Standard 
Election Consideration, as the case may be, and (ii) each share of    
  Omnipoint Common Stock subject to a Cash Election will be converted into
     the right to receive (A) a number of shares of Holding Company Common Stock
     equal to the Cash Election Proration Factor and (B) an amount of cash equal
 to (1) the All Cash Amount multiplied by (2) (x) one minus (y) the Cash
    Election Proration Factor divided by the Stock Election Exchange Rate. The
"Cash Election Proration Factor" means a fraction (x) the numerator of
which is the Holding Company Share Issuance Number minus the aggregate
     number of shares of Holding Company Common Stock to be issued in the Merger
 pursuant to the Stock Elections and the Standard Elections or to become
   subject to issuance upon conversion of Omnipoint Preferred Stock pursuant
  to elections corresponding to the Standard Elections deemed to have been
  made by holders of Omnipoint Preferred Stock, and (y) the denominator of
     which is the number of shares of Omnipoint Common Stock subject to the Cash
Elections.                                                            

SECTION 3.4 Surrender and Payment.                                    

     (a) Prior to the Effective Time, Holding Company shall appoint an
agent to be designated by VoiceStream (the "Exchange Agent") for the  
    purpose of exchanging certificates representing shares of Omnipoint Common
   Stock (the "Certificates") for the Merger Consideration. At the Effective
Time, Holding Company will deposit (or cause to be deposited) with the
     Exchange Agent the Merger Consideration to be paid in respect of the shares
 (the "Exchange Fund"). Upon receipt, the Exchange Agent will invest the
  cash portion of the Exchange Fund in United States government securities
    maturing at the Election Deadline or such other investments as VoiceStream
and Omnipoint may mutually agree. Promptly after the Effective Time,  
 VoiceStream will send, or will cause the Exchange Agent to send, (A) to
   each holder of shares of Omnipoint Common Stock, at the Effective Time, a
letter of transmittal and instructions (which shall specify that the  
 delivery shall be effected, and risk of loss and title shall pass, only
    upon proper delivery of the Certificates to the Exchange Agent) for use in
    such exchange, and (B) to each holder of shares of Omnipoint Common Stock,
   an election form (the "Election Form") providing for such holders to make
the Standard Election, the Cash Election or the Stock Election. Any   
     Standard Election (other than a deemed Standard Election), Cash Election or
    Stock Election shall be validly made only if the Exchange Agent shall have
received by 5:00 p.m., New York City time, on a date (the "Election   
   Deadline") to be mutually agreed upon by VoiceStream and Omnipoint (which
     date shall not be later than the twentieth Business Day after the Effective
     Time), an Election Form properly completed and executed (with the signature
 or signatures thereon guaranteed to the extent required by the Election
  Form) by such holder accompanied by such holder's Certificates, or by an
     appropriate guarantee of delivery of such Certificates from a member of any
   registered national securities exchange or of the National Association of
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   United States as set forth in such Election Form. Any holder of Omnipoint
     Common Stock who has made an election by submitting an Election Form to the
   Exchange Agent may at any time prior to the Election Deadline change such
     holder's election by submitting a revised Election Form, properly completed
 and signed that is received by the Exchange Agent prior to the Election
     Deadline. Any holder of Omnipoint Common Stock may at any time prior to the
Election Deadline revoke his election and withdraw his Certificates   
   deposited with the Exchange Agent by written notice to the Exchange Agent
received by the close of business on the day prior to the Election    
 Deadline. VoiceStream shall have the right to make rules (which will be
  described in the Election Form), not inconsistent with the terms of this
Agreement, governing the validity of Election Forms and the manner and
     extent to which Standard Elections, Cash Election or Stock Elections are to
   be taken into account in making the determinations prescribed by Sections
3.3(g) and 3.3(h).                                                    

         (b) Upon surrender to the Exchange Agent of its Certificate, together
   with a properly completed letter of transmittal, each holder of shares of
Omnipoint Common Stock (the "Omnipoint Holders") will be entitled to  
receive promptly after the Election Deadline the Merger Consideration 
  (elected or deemed elected by it, subject to Sections 3.3(g) and (h)) in
respect of the shares of Omnipoint Common Stock represented by its    
  Certificate. Until so surrendered, each such Certificate shall represent
   after the Effective Time, for all purposes, only the right to receive the
Merger Consideration.                                                 

     (c) If any portion of the Merger Consideration is to be paid to a
   Person other than the Person in whose name the Certificate so surrendered
is registered, it shall be a condition to such payment that such      
   Certificate shall be properly endorsed or otherwise be in proper form for
transfer and that the Person requesting such payment shall pay to the 
 Exchange Agent any transfer or other taxes required as a result of such
   payment to a Person other than the registered holder of such Certificate,
  or establish to the satisfaction of the Exchange Agent that such tax has
been paid or is not payable.                                          

        (d) After the Effective Time, there shall be no further registration
   of transfers of shares of Omnipoint Common Stock. If, after the Effective
   Time, Certificates are presented to the Surviving Corporation, they shall
 be canceled and exchanged for the Stock Election Consideration provided
  for, and in accordance with the procedures set forth, in this Article 3.

       (e) Any portion of the Exchange Fund made available to the Exchange
  Agent pursuant to Section 3.4(a) that remains unclaimed by the Omnipoint
 Holders, one year after the Effective Time shall be returned to Holding
    Company, upon demand, and any such holder who has not exchanged its shares
   for the Merger Consideration in accordance with this Section 3.4 prior to
     that time shall thereafter look only to Holding Company for payment of such
   consideration, any dividends and distributions in respect of such shares,
   in each case without any interest thereon. Notwithstanding the foregoing,
     Holding Company shall not be liable to any Omnipoint Holder for any amounts
paid to a public official pursuant to applicable abandoned property,  
   escheat or similar laws. Any amounts remaining unclaimed by the Omnipoint
Holders five years after the Effective Time (or such earlier date,    
    immediately prior to such time when the amounts would otherwise escheat to
  or become property of any Governmental Body) shall become, to the extent
     permitted by applicable law, the property of Holding Company free and clear
of any claims or interest of any Person previously entitled thereto.  

       (f) No dividends or other distributions with respect to any Holding
  Company Common Stock and no cash payment in lieu of fractional shares as
   provided in Section 3.7, shall be paid to the holder of any unsurrendered
     Certificates until such Certificates are surrendered as provided in Section
     3.4(b). Following such surrender, there shall be paid, without interest, to
the Person in whose name such Holding Company Common Stock has been   
registered, (i) at the                                                

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    time of such surrender, (A) in the case of Certificates, the amount of any
    cash payable in lieu of fractional shares to which such Person is entitled
pursuant to Section 3.7, and (B) the amount of all dividends or other 
   distributions with a record date after the Effective Time previously paid
or payable on the date of such surrender, with respect to such Holding
    Company Common Stock, and (ii) at the appropriate payment date, the amount
    of dividends or other distributions with a record date after the Effective
Time but prior to surrender, and with a payment date subsequent to    
surrender, payable with respect to such Holding Company Common Stock. 

     (g) Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 3.4(a) to pay for shares for which 
   appraisal rights have been perfected shall be returned to Holding Company
upon demand.                                                          

SECTION 3.5 Dissenting Shares. Notwithstanding Section 3.3, Omnipoint 
Common Stock or VoiceStream Common Stock outstanding immediately prior to the   
Effective Time and held by a holder who has not voted in favor of the           
Transactions and has demanded appraisal for such shares in accordance with      
Delaware Law (in the case of Omnipoint) or Washington Law (in the case of       
VoiceStream) ("Dissenting Shares") shall not be converted into a right to       
receive shares of Holding Company Common Stock (in the case of VoiceStream      
Common Stock) or the Merger Consideration (in the case of Omnipoint Common      
Stock) unless such holder fails to perfect, withdraws or otherwise loses its    
right to appraisal. If, after the Effective Time, such holder fails to perfect, 
withdraws or loses its right to appraisal, such shares shall be treated as if   
they had been converted as of the Effective Time into a right to receive (i) in 
the case of Omnipoint, the Standard Election Consideration and (ii) in the case 
of VoiceStream, Holding Company Common Stock. Omnipoint shall give VoiceStream  
prompt notice of any demands received by Omnipoint for appraisal of shares, and 
VoiceStream shall have the right to participate in all negotiations and         
proceedings with respect to such demands. Except with the prior written consent 
of VoiceStream, Omnipoint shall not make any payment with respect to, or settle 
or offer to settle, any such demands.                                           

 SECTION 3.6 Options, Warrants and Preferred Stock. (a) At the Effective
Time, each option or warrant granted by Omnipoint to purchase shares of         
Omnipoint Common Stock which is outstanding and unexercised immediately prior to
the Effective Time shall be assumed by Holding Company and converted into an    
option ("New Omnipoint Options") or warrant ("New Omnipoint Warrants" and,      
together with New Omnipoint Options, "New Omnipoint Convertible Securities") to 
purchase shares of Holding Company Common Stock in such amount and at such      
exercise price as provided below and otherwise having the same terms and        
conditions as are in effect immediately prior to the Effective Time (except to  
the extent that such terms, conditions and restrictions may be altered in       
accordance with their terms as a result of the Transactions):                   

          (i) the number of shares of Holding Company Common Stock to be subject
     to each New Omnipoint Convertible Security shall be equal to the product of
    (x) the number of shares of Omnipoint Common Stock subject to the original
     option or warrant and (y) the sum of (1) $8.00 divided by the Closing Price
    on the last day in which shares are traded on NASDAQ immediately preceding
the Closing Date and (2) .825;                                        

     (ii) the exercise price per share of Holding Company Common Stock
 under each New Omnipoint Convertible Security shall be equal to (x) the
exercise price per share of Omnipoint Common Stock under the original 
option or warrant divided by (y) the sum of (1) $8.00 divided by the  
Closing Price on the last day in which shares are traded on NASDAQ    
immediately preceding the Closing Date and (2) .825; and              

         (iii) upon each exercise of New Omnipoint Convertible Securities by a
  holder thereof, the aggregate number of shares of Holding Company Common
   Stock subject to a New Option shall be rounded down, if necessary, to the
nearest whole share and the aggregate exercise price shall            

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    be rounded up, if necessary, to the nearest cent. The adjustments provided
    herein with respect to any options which are "incentive stock options" (as
defined in Section 422 of the Code) shall be effected in a manner     
consistent with Section 424(a) of the Code.                           

(a) At the Effective Time, each option or warrant granted by
VoiceStream to purchase shares of VoiceStream Common Stock which is   
   outstanding and unexercised immediately prior to the Effective Time shall
be assumed by Holding Company and converted into an option ("New      
    VoiceStream Options") or warrant ("New VoiceStream Warrants" and, together
    with New VoiceStream Options, "New VoiceStream Convertible Securities") as
 follows: (i) the number of shares of Holding Company Common Stock to be
     subject to the New VoiceStream Convertible Securities shall be equal to the
  the number of shares of VoiceStream Common Stock subject to the original
option or warrant and (ii) the exercise price per share of VoiceStream
Common Stock under the New VoiceStream Convertible Securities shall be
     equal to the exercise price per share of VoiceStream Common Stock under the
     original option or warrant. The adjustments provided herein with respect to
    any options which are "incentive stock options" (as defined in Section 422
   of the Code) shall be effected in a manner consistent with Section 424(a)
of the Code.                                                          

    (b) The parties shall take such actions as are necessary for the
   assumption of the Omnipoint and VoiceStream options and warrants pursuant
    to this Section 3.6 and any obligations to issue Omnipoint Common Stock or
VoiceStream Common Stock under the existing terms of any other plans, 
     agreements or arrangements of Omnipoint or VoiceStream covering any current
    or former employee or director of any member of the Omnipoint Group or any
 member of the VoiceStream Group including the reservation, issuance and
   listing of Holding Company Common Stock as is necessary to effectuate the
     transactions contemplated by this Section 3.6. Similarly, the parties shall
    take all actions required to be taken by it to effectuate such assumption.
    The parties shall cause Holding Company to prepare and file with the SEC a
 registration statement on Form S-8 (or any other appropriate form) or a
     post-effective amendment to a registration statement previously filed under
  the 1933 Act, with respect to the shares of Holding Company Common Stock
 subject to New Omnipoint Options and New VoiceStream Options and, where
     applicable, shall use its reasonable best efforts to have such registration
     statement declared effective as soon as practicable following the Effective
Time and to maintain the effectiveness of such registration statement 
 covering such New Omnipoint Options and New VoiceStream Options (and to
 maintain the current status of the prospectus contained therein) for so
long as such New Omnipoint Options and New VoiceStream Options remain 
    outstanding. With respect to those individuals, if any, who, subsequent to
 the Effective Time, will be subject to the reporting requirements under
  Section 16(a) of the 1934 Act, where applicable, the parties shall cause
Holding Company to use all reasonable efforts to administer any New   
Omnipoint Options and New VoiceStream Options issued pursuant to this 
     Section 3.6 in a manner that complies with Rule 16b-3 promulgated under the
    1934 Act to the extent that the Omnipoint or VoiceStream stock options and
     warrants in respect of which such New Omnipoint Options and New VoiceStream
Options have been issued and complied with such rule prior to the     
Transactions.                                                         

(c) Omnipoint Preferred Stock.                              

        From and after the Effective Time, each share of Omnipoint Preferred
  Stock, which shall be outstanding as of the Effective Time, shall remain
    outstanding and, subject to the terms of the Certificate of Designation of
the Omnipoint Preferred Stock, dated May 1, 1998, shall have the same 
privileges, rights and preferences as the Omnipoint Preferred Stock   
     immediately prior to the Effective Time and, for purposes of Section 4.5(b)
of the Certificate of Designation                                     

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thereof, all holders of Omnipoint Common Stock will be deemed to have 
received pursuant to the Omnipoint Merger the Standard Election       
Consideration.                                                        

(d) Omnipoint Non-Voting Convertible Preferred Stock.       

  From and after the Effective Time, each share of the Omnipoint
Non-Voting Convertible Preferred Stock (or shares of Common Stock into
   which they were converted) which shall be outstanding as of the Effective
     Time, shall remain outstanding and, subject to the terms of the Certificate
 of Designation of the Omnipoint Non-Voting Convertible Preferred Stock,
     dated June 23, 1999, shall have the same privileges, rights and preferences
as the Omnipoint Non-Voting Convertible Preferred Stock.              

SECTION 3.7 Fractional Shares. No fractional shares of Holding Company
Common Stock shall be issued in the Mergers. All fractional shares of Holding   
Company Common Stock that a holder of shares of Omnipoint Common Stock would    
otherwise be entitled to receive as a result of the Mergers shall be aggregated 
and if a fractional share results from such aggregation, such holder shall be   
entitled to receive, in lieu thereof, an amount in cash without interest        
determined by multiplying the Closing Date Market Price by the fraction of a    
share of Holding Company Common Stock to which such holder would otherwise have 
been entitled.                                                                  

     SECTION 3.8 Withholding Rights. Holding Company shall be entitled to deduct
and withhold from the consideration otherwise payable to any Person pursuant to 
this Article 3 such amounts as it is required to deduct and withhold with       
respect to the making of such payment under any provision of federal, state,    
local or foreign tax law. If Holding Company so withholds amounts, such amounts 
shall be treated for all purposes of this Agreement as having been paid to the  
Omnipoint Holder, as the case may be, in respect of which Holding Company made  
such deduction and withholding.                                                 

SECTION 3.9 Lost Certificates. If any Certificate is lost, stolen or  
destroyed, upon the making of an affidavit of that fact by the Person claiming  
such Certificate to be lost, stolen or destroyed and executing an indemnity     
reasonably satisfactory to VoiceStream (and, if required by VoiceStream in the  
case of a Certificate representing more than 1,000 shares, the posting by such  
Person of a bond, in such reasonable amount as VoiceStream may direct, as       
indemnity) indemnifying VoiceStream against any claim that may be made against  
VoiceStream with respect to the Certificate, the Exchange Agent will issue, in  
exchange for such lost, stolen or destroyed Certificate, (i) the Merger         
Consideration to be paid in respect of the shares represented by such           
Certificate. In addition, such Person will be entitled to receive any amounts   
payable pursuant to Section 3.4(f).                                             

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF OMNIPOINT 

     Except as set forth in the Omnipoint Disclosure Schedule or as disclosed in
the Omnipoint SEC Documents filed prior to the date hereof, Omnipoint represents
and warrants to VoiceStream as follows:                                         

    SECTION 4.1 Corporate Existence and Power. Omnipoint is a corporation duly
incorporated, validly existing and in good standing under the laws of its       
jurisdiction of incorporation and has all corporate powers and authority        
required to carry on its business as now conducted and to own, operate and lease
its property. Omnipoint is duly qualified to do business as a foreign           
corporation and is in good standing in each jurisdiction where such             
qualification is necessary, except for those jurisdictions where failure to be  
so qualified, individually or in the aggregate, has not had and would not be    
reasonably expected to have a Omnipoint Material Adverse Effect. Omnipoint has  
heretofore delivered or made available to VoiceStream true and complete copies  
of the certificate of incorporation and bylaws of Omnipoint as currently in     
effect.                                                                         

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SECTION 4.2 Corporate Authorization.                                  

    (a) The execution, delivery and performance by Omnipoint of this
    Agreement and the consummation by Omnipoint of the Transactions are within
Omnipoint's corporate powers and, except for the required approval of 
    Omnipoint's stockholders of this Agreement and the Transactions, have been
     duly authorized by all necessary corporate action on the part of Omnipoint.
This Agreement has been duly and validly executed and delivered by    
Omnipoint and, assuming the due and valid authorization, execution and
delivery of this Agreement by VoiceStream and receipt of all required 
   approvals by Omnipoint's stockholders in connection with the consummation
of the Transactions, constitutes a valid and binding agreement of     
  Omnipoint, enforceable against it in accordance with its terms except as
  may be limited by bankruptcy, insolvency, reorganization, moratorium and
   other similar laws affecting creditors' rights generally and by equitable
principles of general applicability.                                  

         (b) At a meeting duly called and held, Omnipoint's Board of Directors
    has: (i) determined that this Agreement and the Transactions are advisable
 and fair to and in the best interests of Omnipoint's stockholders; (ii)
approved and adopted this Agreement and the Transactions; and (iii)   
    resolved (subject to Section 8.8(b)) to recommend approval and adoption of
   this Agreement by its stockholders. No other corporate proceedings on the
   part of Omnipoint are necessary to authorize or approve this Agreement or
to consummate the Transactions (other than, with respect to the       
Transactions, the approval and adoption of the Transactions and this  
    Agreement by holders of the shares of Omnipoint Common Stock to the extent
required by Omnipoint's certificate of incorporation and by applicable
Delaware Law).                                                        

SECTION 4.3 Governmental Authorization.                               

    (a) The execution, delivery and performance by Omnipoint of this
    Agreement and the consummation by Omnipoint of the Transactions require no
  action by or in respect of, or filing with, any Governmental Body, other
     than: (i) the filing of a certificate of merger in accordance with Delaware
     Law; (ii) compliance with any applicable requirements of the HSR Act; (iii)
compliance with any applicable requirements of the 1934 Act; (iv)     
    compliance with any applicable requirements of the Communications Act; (v)
compliance with FAA regulations; (vi) compliance with any applicable  
requirements of state and local public utility commissions or similar 
   entities; and (vii) any actions or filing, the absence of which would not
   in the aggregate prevent or delay consummation of the Transactions in any
material respect, or otherwise prevent Omnipoint from performing its  
  obligations under this Agreement in any material respect or would not in
the aggregate have a Omnipoint Material Adverse Effect.               

  (b) Omnipoint and the Omnipoint Subsidiaries have not made any
 material misstatements of fact, or omitted to disclose any fact, to any
    Government Body or in any report, document or certificate filed therewith,
   which misstatements or omissions, individually or in the aggregate, could
     subject any material licenses or authorizations to revocation or failure to
renew.                                                                

SECTION 4.4 FCC Matters.                                              

        (a) Each member of the Omnipoint Group and each Omnipoint Investment
holds, and is qualified and eligible to hold, all material licenses,  
permits and other authorizations issued or to be issued by the FCC    
(including "Winning Bids in Auction 22 Not yet Licenced by FCC," as   
  referred to in the Omnipoint Disclosure Schedule) to such entity for the
     operation of their respective businesses, all of which are set forth in the
Omnipoint Disclosure Schedule (the "Omnipoint FCC Licenses").         

         (b) The Omnipoint FCC Licenses are valid and in full force and effect
   and none of Omnipoint, any of the Omnipoint Subsidiaries or any Omnipoint
Investment is or has been                                             

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 delinquent in payment on or in default under any installment obligation
 owed to the United States Treasury in connection with the Omnipoint FCC
Licenses.                                                             

(c) All material reports and applications required by the   
  Communications Act or required to be filed with the FCC by any member of
 the Omnipoint Group or any Omnipoint Investment have been filed and are
accurate and complete in all material respects.                       

        (d) Each member of the Omnipoint Group and each Omnipoint Investment
is, and has been, in compliance in all material respects with, and the
wireless communications systems operated pursuant to the Omnipoint FCC
  Licenses have been operated in compliance in all material respects with,
the Communications Act.                                               

   (e) There is not pending as of the date hereof any application,
petition, objection, pleading or proceeding with the FCC or any public
  service commission or similar body having jurisdiction or authority over
   the communications operations of any member of the Omnipoint Group or any
Omnipoint Investment which questions the validity of or contests any  
Omnipoint FCC License or which presents a substantial risk that, if   
accepted or granted, or concluded adversely, could result in (as      
    applicable) the revocation, cancellation, suspension, dismissal, denial or
any materially adverse modification of any Omnipoint FCC License or   
    imposition of any substantial fine or forfeiture against any member of the
Omnipoint Group or any Omnipoint Investment except as set forth on the
Omnipoint Disclosure Statement.                                       

        (f) No facts are known to any member of the Omnipoint Group which if
known by a Governmental Body of competent jurisdiction would present a
     substantial risk that any Omnipoint FCC License could be revoked, canceled,
    suspended or materially adversely modified or that any substantial fine or
  forfeiture could be imposed against any member of the Omnipoint Group or
any Omnipoint Investment.                                             

   SECTION 4.5 Non-contravention. The execution, delivery and performance by
Omnipoint of this Agreement and the consummation by Omnipoint of the            
Transactions do not and will not (i) contravene, conflict with, or result in any
violation or breach of any provision of the certificate of incorporation,       
bylaws, stockholders agreement or other governing instrument of any member of   
the Omnipoint Group or any Omnipoint Investment; (ii) assuming compliance with  
the matters referred to in Section 4.3, contravene, conflict with or result in a
violation or breach of any provision of any applicable law, statute, ordinance, 
rule, regulation, judgment, injunction, order, or decree; (iii) require any     
consent or other action by any Person under, constitute a default (or an event  
that, with or without notice or lapse of time or both, would constitute a       
default) under, or cause or permit the termination, cancellation, acceleration, 
triggering or other change of any right or obligation or the loss of any benefit
to which any member of the Omnipoint Group or any Omnipoint Investment is       
entitled under (A) any provision of any agreement or other instrument binding   
upon any member of the Omnipoint Group or any Omnipoint Investment or (B) any   
license, franchise, permit, certificate, approval or other similar authorization
held by, or affecting, or relating in any way to, the assets or business of, any
member of the Omnipoint Group or any Omnipoint Investment; or (iv) result in the
creation or imposition of any Lien on any asset of any member of the Omnipoint  
Group or any Omnipoint Investment, other than such exceptions in the case of    
clauses (ii), (iii) and (iv) as would not be, individually or in the aggregate, 
reasonably expected (A) to have a Omnipoint Material Adverse Effect, (B)        
materially impair or delay the ability of Omnipoint to consummate the           
Transactions or (C) to have a VoiceStream Material Adverse Effect.              

SECTION 4.6 Capitalization.                                           

         (a) The authorized capital stock of Omnipoint consists of 200,000,000
shares of Omnipoint Common Stock and 10,000,000 shares of Omnipoint   
   Preferred Stock. As of the close of business on June 18, 1999, there were
outstanding (i) 53,235,393 shares of Omnipoint Common Stock           

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     (inclusive of all shares of restricted stock granted under any compensatory
plans or arrangements), (ii) Omnipoint stock options to purchase an   
aggregate of 7,663,664 shares of Omnipoint Common Stock ("Omnipoint   
  Options"), (iii) no phantom shares or stock units issued under any stock
 option, compensation or deferred compensation plan or arrangement, (iv)
Omnipoint warrants to purchase an aggregate of 2,446,437 shares of    
Omnipoint Common Stock ("Omnipoint Warrants"), (v) 325,000 shares of  
Omnipoint Preferred Stock and (vi) $199,294,435 principal amount of   
 Indebtedness, which is redeemable at the option of Omnipoint by issuing
     shares of Omnipoint Common Stock at a price equal to 90% of the fair market
    value of such Omnipoint Common Stock, in accordance with the terms of such
 Indebtedness. All outstanding shares of capital stock of Omnipoint have
   been, and all shares that may be issued pursuant to any compensatory plan
     or arrangement will be, when issued in accordance with the respective terms
    thereof, duly authorized, validly issued, fully paid and nonassessable and
  not subject to preemptive rights. The Omnipoint Disclosure Schedule sets
 forth for each category of Omnipoint Options and Omnipoint Warrants the
    vesting schedule, the exercise price and the number of shares of Omnipoint
  Common Stock into which such Omnipoint Options or Omnipoint Warrants are
exercisable.                                                          

 (b) Except as set forth in Section 4.6(a) or on the Omnipoint
Disclosure Schedule, there are no outstanding subscriptions, options, 
warrants, rights or convertible or exchangeable securities issued by  
     Omnipoint or any Omnipoint Subsidiary or other agreements or commitments to
  which any member of the Omnipoint Group or any Omnipoint Investment is a
    party of any character relating to the issued or unissued capital stock or
other securities of Omnipoint, including any agreement or commitment  
     obligating any member of the Omnipoint Group or any Omnipoint Investment to
     issue, deliver or sell, or cause to be issued, delivered or sold, shares of
   capital stock or other securities of Omnipoint, to grant, extend or enter
into any subscription, option, warrant, right or convertible or       
     exchangeable security or other similar agreement or commitment with respect
   to Omnipoint or obligating Omnipoint to make any payments pursuant to any
     stock based or stock related plan or award. There are no preemptive rights,
rights of first refusal, rights of first offer or any similar rights  
    granted with respect to the securities or any assets of any members of the
Omnipoint Group.                                                      

SECTION 4.7 Subsidiaries; Investments.                                

    (a) Each Omnipoint Subsidiary and each Omnipoint Investment is a
   corporation or other legal entity duly organized, validly existing and in
  good standing under the laws of its jurisdiction of organization and has
     all corporate, partnership or other similar powers required to carry on its
   business as now conducted, other than such exceptions as, individually or
     in the aggregate, have not had and would not be reasonably expected to have
 a Omnipoint Material Adverse Effect. Each Omnipoint Subsidiary and each
Omnipoint Investment is duly qualified to do business as a foreign    
   corporation or other foreign legal entity and is in good standing in each
   jurisdiction where such qualification is necessary, with such exceptions,
individually or in the aggregate, as have not had and would not be    
reasonably expected to have a Omnipoint Material Adverse Effect. The  
Omnipoint Disclosure Schedule sets forth a list of all Omnipoint      
Subsidiaries and all Omnipoint Investments and their respective       
jurisdictions of organization and identifies Omnipoint's (direct or   
indirect) percentage ownership interest therein.                      

(b) All of the outstanding capital stock of, or other voting
  securities or ownership interests in, each Omnipoint Subsidiary and each
Omnipoint Investment, is owned by Omnipoint or a Omnipoint Subsidiary,
  directly or indirectly, free and clear of any Lien and free of any other
    limitation or restriction (including any restriction on the right to vote,
    sell or otherwise dispose of such capital stock or other voting securities
or ownership interests).                                              

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         (c) There are no outstanding subscriptions, options, warrants, rights
or convertible or exchangeable securities issued by any member of the 
Omnipoint Group or any Omnipoint Investment or other agreements or    
 commitments of any character relating to the issued or unissued capital
    stock or other securities or partnership interests or membership interests
     of any Omnipoint Subsidiary or any Omnipoint Investment, including, without
limitation, any agreement or commitment obligating any member of the  
   Omnipoint Group or any Omnipoint Investment to issue, deliver or sell, or
cause to be issued, delivered or sold, shares of capital stock, other 
    securities, partnership interests or membership interests of any Omnipoint
Subsidiary or any Omnipoint Investment or obligating any member of the
    Omnipoint Group or any Omnipoint Investment to grant, extend or enter into
 any subscription, option, warrant, right or convertible or exchangeable
security or other similar agreement or commitment with respect to any 
Omnipoint Subsidiary or any Omnipoint Investment, or obligating any   
Omnipoint Subsidiary or any Omnipoint Investment to make any payments 
  pursuant to any stock based or stock related plan or award. No member of
    the Omnipoint Group is subject to any obligation or requirement to provide
funds for or to make any investment (in the form of a loan, capital   
   contribution or otherwise) to or in any Person (other than obligations to
individuals who are employees, which obligations (i) are set forth in 
Section 4.22 of the Omnipoint Disclosure Schedule or (ii) are for de  
    minimis amounts and are made in the ordinary course of business consistent
with past practices), including, without limitation, any Omnipoint    
Investment.                                                           

(d) Omnipoint has previously delivered or made available to 
 VoiceStream true and complete copies of the organizational documents or
   comparable governing instruments (including all amendments to each of the
   foregoing), of each Omnipoint Subsidiary and each Omnipoint Investment as
in effect on the date hereof.                                         

SECTION 4.8 SEC Filings.                                              

   (a) Omnipoint has filed all required reports, schedules, forms,
statements and other documents required to be filed by it with the SEC
since January 1, 1997.                                                

         (b) Omnipoint has delivered or made available to VoiceStream: (i) the
Omnipoint 10-K; (ii) its proxy or information statements relating to  
 meetings of, or actions taken without a meeting by, the stockholders of
     Omnipoint held since December 31, 1998; and (iii) all of its other reports,
    statements, schedules, forms, exhibits and registration statements and all
   other documents required to be filed with the SEC since December 31, 1998
     (the "1999 Omnipoint SEC Documents") (the documents referred to in Sections
     4.8(a) and (b), collectively, the "Omnipoint SEC Documents"). The Omnipoint
Disclosure Schedule sets forth a list of all the 1999 Omnipoint SEC   
Documents.                                                            

         (c) As of its filing date, each Omnipoint SEC Document complied as to
    form in all material respects with the applicable requirements of the 1933
Act and the 1934 Act, as the case may be.                             

         (d) As of its filing date, each Omnipoint SEC Document filed pursuant
    to the 1934 Act did not contain any untrue statement of a material fact or
   omit to state any material fact necessary in order to make the statements
     made therein, in the light of the circumstances under which they were made,
not misleading.                                                       

        (e) Each Omnipoint SEC Document that is a registration statement, as
    amended or supplemented, if applicable, filed pursuant to the 1933 Act, as
    of the date such registration statement or amendment became effective, did
  not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the  
statements therein not misleading.                                    

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SECTION 4.9 Financial Statements. The audited consolidated financial  
statements and unaudited consolidated interim financial statements of Omnipoint 
included in the Omnipoint SEC Documents fairly present, in all material         
respects, in conformity with generally accepted accounting principles ("GAAP")  
applied on a consistent basis (except as may be indicated in the notes thereto),
the consolidated financial position of Omnipoint and its consolidated           
Subsidiaries as of the dates thereof and their consolidated results of          
operations and cash flows for the periods then ended (subject to normal year-end
adjustments in the case of any unaudited interim financial statements).         

    SECTION 4.10 Absence of Certain Changes. Since the Omnipoint Balance Sheet
Date, the business of each member of the Omnipoint Group and each Omnipoint     
Investment has been conducted in the ordinary course consistent with past       
practices and there has not been any event, occurrence or development which,    
individually or in the aggregate, has had or would be reasonably expected to    
have a Omnipoint Material Adverse Effect.                                       

    SECTION 4.11 No Undisclosed Material Liabilities. There are no liabilities
or obligations of any member of the Omnipoint Group or any Omnipoint Investment 
of any kind whatsoever, whether accrued, contingent, absolute, determined,      
determinable or otherwise, and there is no existing condition, situation or set 
of circumstances that would be reasonably expected to result in such a liability
or obligation, other than for Taxes, if any, arising out of, or attributable to 
the Transactions (including the CIRI Transaction and the transactions described 
in Recital A hereof):                                                           

    (a) liabilities or obligations disclosed and provided for in the
Omnipoint Balance Sheet or in the notes thereto or in Omnipoint SEC   
Documents filed prior to the date hereof or in the Omnipoint 10-K; and

         (b) liabilities or obligations that, individually or in the aggregate
have not had and would not be reasonably expected to have a Omnipoint 
Material Adverse Effect.                                              

SECTION 4.12 Compliance with Laws and Court Orders. Each member of the
Omnipoint Group and each Omnipoint Investment holds all licenses, franchises,   
certificates, consents, permits, qualifications and authorizations from all     
Governmental Bodies necessary for the lawful conduct of their business, except  
where the failure to hold any of the foregoing, individually or in the          
aggregate, has not had and would not be reasonably expected to have a Omnipoint 
Material Adverse Effect. Each member of the Omnipoint Group and each Omnipoint  
Investment is and has been in compliance with, and to the knowledge of          
Omnipoint, is not under investigation with respect to and has not been          
threatened to be charged with or given notice of any violation of, any such     
license, franchise, certificate, consent, permit, qualification or              
authorization, applicable law, statute, ordinance, rule, regulation, judgment,  
injunction, order or decree, except for failures to comply or violations that,  
individually or in the aggregate, have not had and would not be reasonably      
expected to have a Omnipoint Material Adverse Effect.                           

SECTION 4.13 Litigation. There is no action, suit, investigation or   
proceeding (or any basis therefor) pending against, or, to the knowledge of     
Omnipoint, threatened against or affecting, any member of the Omnipoint Group,  
any Omnipoint Investment or any of their respective properties before any court 
or arbitrator or before or by any other Governmental Body, that, individually or
in the aggregate, would be reasonably expected to have a Omnipoint Material     
Adverse Effect.                                                                 

 SECTION 4.14 Finders' Fees. Except for fees payable to Allen and Lehman
there is no investment banker, broker, finder or other intermediary that has    
been retained by or is authorized to act on behalf of Omnipoint or any Omnipoint
Subsidiary who might be entitled to any fee or commission from VoiceStream, any 
of the VoiceStream Subsidiaries, Omnipoint or any of the Omnipoint Subsidiaries 
in connection with the Transactions. Copies of the engagement agreements with   
Allen and Lehman have been provided to VoiceStream; except as set forth on such 
engagement agreements, no other fees are payable to Allen and Lehman.           

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SECTION 4.15 Opinion of Financial Advisor. Omnipoint has received an  
opinion of Lehman, financial advisor to Omnipoint, to the effect that, as of    
June 23, 1999, from a financial point of view, the Merger Consideration is fair 
to the holders of Omnipoint Common Stock.                                       

 SECTION 4.16 Taxes. (a) Except as set forth in the Omnipoint Disclosure
Schedules and except as would not have a Omnipoint Material Adverse Effect, (i) 
all Omnipoint Tax Returns required to be filed with any taxing authority by, or 
with respect to, Omnipoint and the Omnipoint Subsidiaries have been filed in    
accordance with all applicable laws or an appropriate extension of time to file 
such Omnipoint Tax Returns has been obtained; (ii) Omnipoint and the Omnipoint  
Subsidiaries have timely paid all Taxes shown as due and payable on the         
Omnipoint Tax Returns that have been so filed, and, as of the time of filing,   
the Omnipoint Tax Returns correctly reflected the facts regarding the income,   
business, assets, operations, activities and the status of Omnipoint and the    
Omnipoint Subsidiaries (other than Taxes which are being contested in good faith
by appropriate proceeding and for which adequate reserves are reflected on the  
Omnipoint Balance Sheet); (iii) Omnipoint and the Omnipoint Subsidiaries have   
made provision for all Taxes payable by Omnipoint and the Omnipoint Subsidiaries
for which no Omnipoint Tax Return has yet been filed; (iv) the charges, accruals
and reserves for Taxes with respect to Omnipoint and the Omnipoint Subsidiaries 
reflected on the Omnipoint Balance Sheet are adequate under GAAP to cover the   
Tax liabilities accruing through the date thereof; (v) there is no action, suit,
proceeding, audit or claim now pending or, to the knowledge of Omnipoint,       
proposed against or with respect to Omnipoint or any Omnipoint Subsidiary in    
respect of any Tax where an adverse determination is reasonably likely; (vi)    
Omnipoint is not, and never has been the subject of a federal income tax        
examination; and (vii) there are no Liens or encumbrances for Taxes on any of   
the assets of Omnipoint or any Omnipoint Subsidiary except Liens for current    
Taxes not yet due. For purposes of this Agreement, "Taxes" shall mean any and   
all taxes, charges, fees, levies or other assessments, including, without       
limitation, all net income, gross income, gross receipts, excise, stamp, real or
personal property, ad valorem, withholding, social security (or similar),       
unemployment, occupation, use, service, service use, license, net worth,        
payroll, franchise, severance, transfer, recording, employment, premium,        
windfall profits, environmental (including taxes under Section 59A of the Code),
customs duties, capital stock, profits, disability, sales, registration, value  
added, alternative or add-on minimum, estimated or other taxes, assessments or  
charges imposed by any federal, state, local or foreign governmental body and   
any interest, penalties, or additions to tax attributable thereto; provided,    
however, that Taxes shall not include Taxes, if any, arising out of or          
attributable to the Transactions (including the CIRI Transaction and the        
transactions described in Recital A hereof). For purposes of this Agreement,    
"Tax Returns" shall mean any return, report, form or similar statement required 
to be filed with respect to any Tax (including any attached schedules),         
including, without limitation, any information return, claim for refund, amended
return or declaration of estimated Tax.                                         

 (b) To the knowledge of Omnipoint, there is no plan or intention on the
part of any Omnipoint shareholder to sell, exchange, transfer or otherwise      
dispose of any stock of Holding Company received in the Transactions, except    
that such Omnipoint shareholders as are partnerships for U.S. federal income tax
purposes may distribute such Holding Company stock to one or more of their      
partners (other than to a partner which would, immediately after such           
distribution, own 5 percent or more of Holding Company's stock, taking into     
account such partner's pro rata share of any Holding Company stock held by the  
partnership).                                                                   

    SECTION 4.17 Tax Opinions. There are no facts or circumstances relating to
Omnipoint that would, to Omnipoint's knowledge, prevent Piper Marbury from      
delivering the opinion referred to in Section 9.3(b) as of the date hereof.     

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SECTION 4.18 Employee Benefit Plans and Labor Matters.                

      (a) The Omnipoint Disclosure Schedule contains a true and complete
list, as of the date hereof, of all Omnipoint Employee Plans and all  
    Omnipoint Benefit Arrangements. Copies of each Omnipoint Employee Plan and
each Omnipoint Benefit Arrangement (and, if applicable, related trust 
    agreements) and all amendments thereto and written interpretations thereof
    have been made available to VoiceStream as of the date hereof or will have
been made available to VoiceStream within thirty days after the date  
hereof, together with the three most recent annual reports (Form 5500 
     including, if applicable, Schedule B thereto) and the most recent actuarial
   valuation report prepared in connection with any Omnipoint Employee Plan.

         (b) No "accumulated funding deficiency," as defined in Section 412 of
 the Code, has been incurred with respect to any Omnipoint Employee Plan
   subject to such Section 412, whether or not waived. No "reportable event"
within the meaning of Section 4043 of ERISA for which the reporting   
   requirements have not been waived, and no event described in Section 4062
 or 4063 of ERISA has occurred in connection with any Omnipoint Employee
     Plan. Neither Omnipoint nor to Omnipoint's knowledge any ERISA Affiliate of
     Omnipoint has (i) engaged in, or is a successor or parent corporation to an
 entity that has engaged in, a transaction described in Sections 4069 or
    4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to
 the Effective Time (A) any liability under Title IV of ERISA arising in
 connection with the termination of, or a complete or partial withdrawal
  from, any plan covered or previously covered by Title IV of ERISA or (B)
any liability under Section 4971 of the Code that in either case could
   become a liability of Omnipoint, any Omnipoint Subsidiary, VoiceStream or
any of their ERISA Affiliates after the Effective Time. If a "complete
   withdrawal" by Omnipoint and all of its ERISA Affiliates were to occur as
of the Effective Time with respect to all Multiemployer Plans, neither
     Omnipoint nor any Omnipoint Subsidiary would incur any withdrawal liability
under Title IV of ERISA.                                              

       (c) As of December 31, 1998, the fair market value of the assets of
   each Omnipoint Pension Plan (excluding for these purposes any accrued but
  unpaid contributions) exceeded the present value of all benefits accrued
under such Omnipoint Pension Plan calculated pursuant to FAS No. 87,  
"Employers' Accounting for Pensions."                                 

     (d) Each Omnipoint Employee Plan that is intended to be qualified
under Section 401(a) of the Code is the subject of a favorable        
 qualification determination letter issued by the IRS and to Omnipoint's
knowledge each such Omnipoint Employee Plan is so qualified.          

        (e) There is no contract, plan or arrangement (written or otherwise)
covering any employee or former employee of Omnipoint or any Omnipoint
Subsidiary that, individually or collectively, could give rise to the 
     payment of any amount that would not be deductible pursuant to the terms of
Sections 162(m) or 280G of the Code.                                  

      (f) As of December 31, 1998, there were no amounts accumulated for
post-retirement benefit obligations under Omnipoint Employee Plans and
   Omnipoint Benefit Arrangements as determined in accordance with Statement
of Financial Accounting Standards No. 106.                            

(g) Each Omnipoint Employee Plan and each Omnipoint Benefit 
   Arrangement has been maintained in material compliance with its terms and
with the requirements prescribed by any and all applicable statutes,  
     orders, rules and regulations (including any special provisions relating to
registration or qualification where such Plan was intended so to be so
registered or qualified) and has been maintained in good standing with
applicable regulatory authorities.                                    

    (h) No employee or former employee of Omnipoint or any Omnipoint
  Subsidiary will become entitled to any bonus, retirement, severance, job
security or similar benefit or                                        

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    enhancement of such benefit (including acceleration of vesting or exercise
 of an incentive award) as a result of the Transactions (either alone or
together with any other event).                                       

          (i) Neither Omnipoint nor any of the Omnipoint Subsidiaries is, or has
 been, a party to any collective bargaining agreement or union contract.
   Neither Omnipoint nor any of the Omnipoint Subsidiaries is involved in or
     threatened with any labor dispute, work stoppage, labor strike, slowdown or
    grievance. To the knowledge of Omnipoint, there is no organizing effort or
    representation question at issue with respect to any employee of Omnipoint
or any of the Omnipoint Subsidiaries.                                 

SECTION 4.19 Environmental Matters.                                   

      (a) Except as have not had and would not be reasonably expected to
have, individually or in the aggregate, a Omnipoint Material Adverse  
Effect:                                                               

       (A) no notice, notification, demand, request for information,
   citation, summons or order has been received, no complaint has been
  filed, no penalty has been assessed, and no investigation, action,
        claim, suit, proceeding or review (or any basis therefor) is pending or,
        to the knowledge of Omnipoint, is threatened by any Governmental Body or
 other Person relating to or arising out of any Environmental Law;

   (B) each member of the Omnipoint Group and each Omnipoint
        Investment is and has been in compliance with all Environmental Laws and
all Environmental Permits; and                                  

          (C) there are no liabilities of or relating to any member of the
   Omnipoint Group or any Omnipoint Investment of any kind whatsoever,
  whether accrued, contingent, absolute, determined, determinable or
      otherwise arising under or relating to any Environmental Law and there
       are no facts, conditions, situations or set of circumstances that could
reasonably be expected to result in or be the basis for any such
liability.                                                      

     (b) There have been no environmental assessments, investigations,
    studies, audits, tests, reviews or other analyses conducted (collectively,
  "Environmental Reports") of which Omnipoint has knowledge in relation to
   the current or prior business of any member of the Omnipoint Group or any
     Omnipoint Investment or any property or facility now or previously owned or
 leased by any member of the Omnipoint Group or any Omnipoint Investment
 that reveal matters that, individually or in the aggregate, have had or
   would reasonably be expected to have a Omnipoint Material Adverse Effect.

  (c) For purposes of this Section 4.19, the terms Omnipoint and
     Omnipoint Subsidiary shall include any entity that is, in whole or in part,
a predecessor of any member of the Omnipoint Group or any Omnipoint   
Investment.                                                           

   SECTION 4.20 Intellectual Property. With such exceptions as, individually
or in the aggregate, have not had and would not be reasonably expected to have a
Omnipoint Material Adverse Effect, each member of the Omnipoint Group and each  
Omnipoint Investment own or have a valid license to use each trademark, service 
mark, trade name, invention, patent, trade secret, copyright, know-how          
(including any registrations or applications for registration of any of the     
foregoing) or any other similar type of proprietary intellectual property right 
(collectively, the "Omnipoint Intellectual Property") necessary to carry on its 
business substantially as currently conducted. No member of the Omnipoint Group 
or any Omnipoint Investment has received any notice of infringement of or       
conflict with, and to Omnipoint's knowledge, there are no infringements of or   
conflicts with, the rights of any Person with respect to the use of any         
Omnipoint Intellectual Property that, in either such case, individually or in   
the aggregate, have had or would be reasonably expected to have, a Omnipoint    
Material Adverse Effect.                                                        

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   SECTION 4.21 Contracts. No member of the Omnipoint Group or any Omnipoint
Investment is a party to or bound by (i) any "material contract" (as such term  
is defined in Item 601(b)(10) of Regulation S-K of the SEC) or any agreement,   
contract or commitment that would be such a "material contract" but for the     
exception for contracts entered into in the ordinary course of business, (ii)   
any non-competition agreement or any other agreement or obligation which        
materially limits or will materially limit any member of the Omnipoint Group or 
any Investment Interest from engaging in the business of providing wireless     
communications services or from developing wireless communications technology   
anywhere in the world or (iii) any management agreement, technical services     
agreement or other agreement whereby any member of the Omnipoint Group or any   
Investment Interest is provided or is required to provide management or         
technical services to any other Person . With such exceptions as, individually  
or in the aggregate, have not had, and would not be reasonably expected to have,
a Omnipoint Material Adverse Effect, (x) each of the contracts, agreements and  
commitments of the Omnipoint Group and the Omnipoint Investments is valid and in
full force and effect and (y) neither any member of the Omnipoint Group nor any 
Omnipoint Investment has violated any provision of, or committed or failed to   
perform any act which, with or without notice, lapse of time, or both, would    
constitute a default under the provisions of any such contract, agreement or    
commitment. To the knowledge of Omnipoint, no counterparty to any such contract,
agreement or commitment has violated any provision of, or committed or failed to
perform any act which, with or without notice, lapse of time, or both would     
constitute a default or other breach under the provisions of, such contract,    
agreement or commitment, except for defaults or breaches which, individually or 
in the aggregate, have not had, or would not reasonably be expected to have, a  
Omnipoint Material Adverse Effect. Neither any member of the Omnipoint Group nor
any Omnipoint Investment is a party to, or otherwise a guarantor of or liable   
with respect to, any interest rate, currency or other swap or derivative        
transaction, other than any such transactions which are not material to the     
business of the Omnipoint Group. Omnipoint has provided or made available to    
VoiceStream a copy of each agreement described in item (i), (ii) or (iii) above.

SECTION 4.22 Significant Omnipoint Employees. The Omnipoint Disclosure
Schedule contains a list setting forth the name and current annual salary and   
other compensation payable to each Significant Omnipoint Employee, and the      
profit sharing, bonus or other form of additional compensation paid or payable  
by Omnipoint to or for the benefit of each such person for the current fiscal   
year. Except as set forth on the Omnipoint Disclosure Schedule or under the     
employment, consulting or other agreements listed thereon, there are no oral or 
written contracts, agreements or arrangements obligating Omnipoint to increase  
the compensation or benefits presently being paid or hereafter payable to any   
Significant Omnipoint Employees. The Omnipoint Disclosure Schedule annexed      
hereto sets forth summaries of all oral employment or consulting or similar     
arrangements regarding any Significant Omnipoint Employee which are not         
terminable without liability on thirty (30) days' or less prior notice and lists
all written employment and consulting agreements with respect to any Significant
Omnipoint Employee, true and complete copies of which have been provided to     
VoiceStream. Except for severance obligations to Significant Omnipoint Employees
set forth on the Omnipoint Disclosure Schedule, there is not due or owing and   
there will not be due and owing at the Effective Time to any Significant        
Omnipoint Employees, any sick pay, severance pay (whether arising out of the    
termination of an Significant Omnipoint Employee prior to, on, or subsequent to 
the Effective Time), compensable time or pay, including salary, commission and  
bonuses, personal time or pay or vacation time or vacation pay attributable to  
service rendered on or prior to the Effective Time. Except as disclosed in the  
Omnipoint Disclosure Schedule and other than claims made in the ordinary course 
of business consistent with past practice in an aggregate amount not to exceed  
$100,000, neither Omnipoint nor the Omnipoint Subsidiaries have, any liability  
arising out of claims made or suits brought (including workers' compensation    
claims and claims or suits for contribution to, or indemnification of, third    
parties, occupational health and safety, environmental, consumer protection or  
equal employment matters) for injury, sickness, disease, discrimination, death  

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or termination of employment of any Significant Omnipoint Employee, or other    
employment matter to the extent attributable to an event occurring or a state of
facts existing on or prior to the Effective Time.                               

  SECTION 4.23 Employment Matters. Omnipoint and each Omnipoint Subsidiary
(A) is in compliance with all applicable Federal and state laws, rules and      
regulations respecting employment, employment practices, terms and conditions of
employment and wages and hours, in each case, with respect to Omnipoint         
Employees, except where the failure to be in compliance would not, singly or in 
the aggregate, have a material adverse effect on Omnipoint, any Omnipoint       
Subsidiary or their financial condition or business; (B) has withheld all       
amounts required by law or by agreement to be withheld from the wages, salaries 
and other payments to Omnipoint Employees; (C) is not liable for any arrears of 
wages or any taxes or any penalty for failure to comply with any of the         
foregoing, except as would reasonably be expected to not have a Omnipoint       
Material Adverse Effect; and (D) (other than routine payments to be made in the 
normal course of business and consistent with past practice) is not liable for  
any payment to any trust or other fund or to any governmental or administrative 
authority, with respect to unemployment compensation benefits, Social Security  
or other benefits for Omnipoint Employees.                                      

SECTION 4.24 Labor. No work stoppage or labor strike with respect to  
Omnipoint Employees is pending or, to the best knowledge of Omnipoint, is       
threatened. Except as set forth on the Omnipoint Disclosure Schedules, there is 
no involvement nor, to the best knowledge of Omnipoint, is there threatened, any
labor dispute, grievance or litigation relating to labor, safety or             
discrimination matters involving any Omnipoint Employee including charges of    
unfair labor practices or discrimination complaints, which, if adversely        
determined, would reasonably be expected to have, individually or in the        
aggregate, a material adverse effect on its financial condition or business.    
There has been no engagement in any unfair labor practices within the meaning of
the National Labor Relations Act which would reasonably be expected to have,    
individually or in the aggregate, a Omnipoint Material Adverse Effect.          

  SECTION 4.25 Vote Required. The only vote of the holders of any class or
series of capital stock of Omnipoint necessary to approve this Agreement and the
Transactions is the affirmative vote of the holders of a majority of the        
outstanding shares of Omnipoint Common Stock (the "Omnipoint Stockholders'      
Approval").                                                                     

  SECTION 4.26 Antitakeover Statutes and Charter Provisions. Omnipoint has
taken all action necessary to exempt the Omnipoint Merger and this Agreement and
the Transactions from the restrictions of Section 203 of Delaware Law, and,     
accordingly, neither such Section nor any other antitakeover or similar statute 
or regulation applies or purports to apply to any such transactions. No other   
"control share acquisition," "fair price," "moratorium" or other antitakeover   
laws or regulations enacted under U.S. state or federal laws apply to this      
Agreement or any of the Transactions.                                           

     SECTION 4.27 Insurance. The Omnipoint Disclosure Schedules set forth a list
and brief description of all policies of fire, liability and other forms of     
insurance and material fidelity bonds held by the Omnipoint Group. The Omnipoint
Group's assets, business, equipment, property and operations are adequately     
insured against loss or damage and all other hazards or risks of the character  
usually insured against by companies in the same or similar business and such   
insurance shall be continued in full force and effect through 11:59 p.m. on the 
Effective Time. Each such policy and fidelity bond is in full force and effect, 
all premiums due and payable under such policies and fidelity bonds have been   
and on the Effective Time will be paid in full, and there are no disputed claims
arising under such policies or fidelity bonds.                                  

   SECTION 4.28 Bank Accounts. The Disclosure Schedule sets forth a complete
list of all bank accounts, savings deposits, money-market accounts, certificates
of deposit, safety deposit boxes, and                                           

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similar investment accounts with banks or other financial institutions          
maintained by or on behalf of the Omnipoint or any Omnipoint Subsidiary showing 
the depository bank or institution address, appropriate bank contact personnel, 
account number and names of signatories.                                        

  SECTION 4.29 Transactions with Affiliates. No Affiliate of the Omnipoint
Group or Omnipoint Investment nor any stockholder, officer, director, partner,  
member, consultant or employee of any thereof, is at the date hereof a party to 
any transaction with any member of the Omnipoint Group or Omnipoint Investment, 
including any contract or arrangement providing for the furnishing of services  
to or by, providing for rental of real or personal property (including          
intellectual property) to or from, or otherwise requiring payments to or from   
any member of the Omnipoint Group or any Omnipoint Investment, or any Affiliate 
thereof.                                                                        

ARTICLE 5 

REPRESENTATIONS AND WARRANTIES OF VOICESTREAM AND HOLDING COMPANY 

    Except as set forth in the VoiceStream Disclosure Schedule or as disclosed
in the VoiceStream SEC Documents filed prior to the date hereof, each of        
VoiceStream and Holding Company, represent and warrant to Omnipoint as follows: 

    SECTION 5.1 Corporate Existence and Power. Each of VoiceStream and Holding
Company is a corporation duly incorporated, validly existing and in good        
standing under the laws of its jurisdiction of incorporation and has all        
corporate powers and authority required to carry on its business as now         
conducted and to own, operate and lease its property. Each of VoiceStream and   
Holding Company is duly qualified to do business as a foreign corporation and is
in good standing in each jurisdiction where such qualification is necessary,    
except for those jurisdictions where failure to be so qualified, individually or
in the aggregate, has not had and would not be reasonably expected to have a    
VoiceStream Material Adverse Effect. VoiceStream has heretofore delivered or    
made available to Omnipoint true and complete copies of the certificate of      
incorporation and bylaws of VoiceStream as currently in effect.                 

SECTION 5.2 Corporate Authorization.                                  

          (a) The execution, delivery and performance by each of VoiceStream and
   Holding Company of this Agreement and the consummation by VoiceStream and
  Holding Company of the Transactions are within VoiceStream's and Holding
     Company's respective corporate powers and, except for the required approval
    of VoiceStream's stockholders of this Agreement and the Transactions, have
been duly authorized by all necessary corporate action on the part of 
   VoiceStream and Holding Company. This Agreement has been duly and validly
     executed and delivered by VoiceStream and Holding Company and, assuming the
  due and valid authorization, execution and delivery of this Agreement by
Omnipoint and receipt of all required approvals by VoiceStream's      
stockholders in connection with the consummation of the Transactions, 
constitutes a valid and binding agreement of VoiceStream and Holding  
    Company, enforceable against it in accordance with its terms except as may
    be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and by equitable   
principles of general applicability.                                  

 (b) At a meeting duly called and held, VoiceStream's Board of
    Directors has: (i) determined that this Agreement and the Transactions are
advisable and fair to and in the best interests of VoiceStream's      
stockholders; (ii) approved and adopted this Agreement and the        
   Transactions; and (iii) resolved (subject to Section 8.8(b)) to recommend
approval and adoption of this Agreement by its stockholders. No other 
     corporate proceedings on the part of VoiceStream are necessary to authorize
  or approve this Agreement or to consummate the Transactions (other than,
with respect to the Transactions, the approval and adoption of the    
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    Transactions and this Agreement by holders of shares of VoiceStream to the
extent required by VoiceStream's certificate of incorporation and by  
applicable Delaware Law and Washington Law.                           

SECTION 5.3 Governmental Authorization.                               

      (a) The execution, delivery and performance by VoiceStream of this
   Agreement and the consummation by VoiceStream of the Transactions require
     no action by or in respect of, or filing with, any Governmental Body, other
     than: (i) the filing of a certificate of merger in accordance with Delaware
     Law; (ii) compliance with any applicable requirements of the HSR Act; (iii)
compliance with any applicable requirements of the 1934 Act; (iv)     
    compliance with any applicable requirements of the Communications Act; (v)
compliance with FAA regulations; (vi) compliance with any applicable  
requirements of state and local public utility commissions or similar 
   entities; and (vii) any actions or filing, the absence of which would not
   in the aggregate prevent or delay consummation of the Transactions in any
material respect, or otherwise prevent VoiceStream from performing its
  obligations under this Agreement in any material respect or would not in
the aggregate have a VoiceStream Material Adverse Effect.             

      (b) VoiceStream and the VoiceStream Subsidiaries have not made any
 material misstatements of fact, or omitted to disclose any fact, to any
     Governmental Body, which misstatements or omissions, individually or in the
aggregate, could subject any material licenses or authorizations to   
revocation or failure to renew.                                       

SECTION 5.4 FCC Matters.                                              

 (a) Each member of the VoiceStream Group and each VoiceStream
Investment holds, and is qualified and eligible to hold, all material 
     licenses, permits and other authorizations issued by the FCC to such entity
for the operation of their respective businesses, all of which are set
forth in the VoiceStream Disclosure Schedule (the "VoiceStream FCC    
Licenses").                                                           

    (b) The VoiceStream FCC Licenses are valid and in full force and
    effect and none of VoiceStream, any of the VoiceStream Subsidiaries or any
VoiceStream Investment is or has been delinquent in payment on or in  
     default under any installment obligation owed to the United States Treasury
in connection with the VoiceStream FCC Licenses.                      

(c) All material reports and applications required by the   
  Communications Act or required to be filed with the FCC by any member of
     the VoiceStream Group or any VoiceStream Investment have been filed and are
accurate and complete in all material respects.                       

 (d) Each member of the VoiceStream Group and each VoiceStream
   Investment is, and has been, in compliance in all material respects with,
     and the wireless communication systems operated pursuant to the VoiceStream
FCC Licenses have been operated in compliance in all material respects
with, the Communications Act.                                         

   (e) There is not pending as of the date hereof any application,
petition, objection, pleading or proceeding with the FCC or any public
  service commission or similar body having jurisdiction or authority over
     the communications operations of any member of the VoiceStream Group or any
VoiceStream Investment which questions the validity of or contests any
VoiceStream FCC License or which presents a substantial risk that, if 
accepted or granted, or concluded adversely, could result in the      
     revocation, cancellation, suspension or any materially adverse modification
 of any VoiceStream FCC License or imposition of any substantial fine or
   forfeiture against any member of the VoiceStream Group or any VoiceStream
 Investment except as set forth in the VoiceStream Disclosure Statement.

          (f) No facts are known to any Member of the VoiceStream Group which if
known by a Governmental Body of competent jurisdiction would present a
substantial risk that any VoiceStream FCC License could be revoked,   
canceled, suspended or materially adversely                           
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modified or that any substantial fine or forfeiture could be imposed  
    against any member of the VoiceStream Group or any VoiceStream Investment.

   SECTION 5.5 Non-contravention. The execution, delivery and performance by
VoiceStream of this Agreement and the consummation by VoiceStream of the        
Transactions do not and will not (i) contravene, conflict with, or result in any
violation or breach of any provision of the certificate of incorporation,       
bylaws, stockholders agreement or other governing instrument of any member of   
the VoiceStream Group or any VoiceStream Investment; (ii) assuming compliance   
with the matters referred to in Section 5.3, contravene, conflict with or result
in a violation or breach of any provision of any applicable law, statute,       
ordinance, rule, regulation, judgment, injunction, order, or decree; (iii)      
require any consent or other action by any Person under, constitute a default   
(or an event that, with or without notice or lapse of time or both, would       
constitute a default) under, or cause or permit the termination, cancellation,  
acceleration, triggering or other change of any right or obligation or the loss 
of any benefit to which any member of the VoiceStream Group or any VoiceStream  
Investment is entitled under (A) any provision of any agreement or other        
instrument binding upon any member of the VoiceStream Group or any VoiceStream  
Investment or (B) any license, franchise, permit, certificate, approval or other
similar authorization held by, or affecting, or relating in any way to, the     
assets or business of, any member of the VoiceStream Group or any VoiceStream   
Investment; or (iv) result in the creation or imposition of any Lien on any     
asset of any member of the VoiceStream Group or any VoiceStream Investment,     
other than such exceptions in the case of clauses (ii), (iii) and (iv) as would 
not be, individually or in the aggregate, reasonably expected to have a         
VoiceStream Material Adverse Effect or materially impair or delay the ability of
VoiceStream to consummate the Transactions.                                     

SECTION 5.6 Capitalization.                                           

(a) The authorized capital stock of VoiceStream consists of 
 300,000,000 shares of VoiceStream Common Stock and 50,000,000 shares of
  Preferred Stock. As of the close of business on May 31, 1999, there were
     outstanding (i) 95,549,998 shares of VoiceStream Common Stock (inclusive of
all shares of restricted stock granted under any compensatory plans or
   arrangements), (ii) VoiceStream stock options to purchase an aggregate of
    4,067,090 shares of VoiceStream Common Stock (of which options to purchase
an aggregate of 2,417,170 shares of VoiceStream Common Stock were     
     exercisable), (iii) no phantom shares or stock units issued under any stock
option, compensation or deferred compensation plan or arrangement with
respect to VoiceStream Common Stock, (iv) no VoiceStream warrants to  
    VoiceStream Common Stock and (v) no shares of VoiceStream Preferred Stock.
   All outstanding shares of capital stock of VoiceStream have been, and all
    shares that may be issued pursuant to any compensatory plan or arrangement
    will be, when issued in accordance with the respective terms thereof, duly
     authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights.                                                    

   (b) Except as set forth in Section 5.6(a) or on the VoiceStream
Disclosure Schedules, there are no outstanding subscriptions, options,
warrants, rights or convertible or exchangeable securities issued by  
VoiceStream or any VoiceStream Subsidiary or other agreements or      
     commitments to which any member of the VoiceStream Group or any VoiceStream
   Investment is a party of any character relating to the issued or unissued
capital stock or other securities of VoiceStream or any VoiceStream   
    Subsidiary, including any agreement or commitment obligating any member of
  the VoiceStream Group or any VoiceStream Investment to issue, deliver or
    sell, or cause to be issued, delivered or sold, shares of capital stock or
  other securities of VoiceStream or any VoiceStream Subsidiary, to grant,
extend or enter into any subscription, option, warrant, right or      
convertible or exchangeable security or other similar agreement or    
 commitment with respect to VoiceStream or any VoiceStream Subsidiary to
make any payments pursuant to any stock based or stock related plan or
award. There are no preemptive rights, rights of first refusal,       

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 rights of first offer or any similar rights granted with respect to the
securities or any assets of any member of the VoiceStream Group.      

SECTION 5.7 Subsidiaries; Investments.                                

        (a) Each VoiceStream Subsidiary and each VoiceStream Investment is a
   corporation or other legal entity duly organized, validly existing and in
  good standing under the laws of its jurisdiction of organization and has
     all corporate, partnership or other similar powers required to carry on its
   business as now conducted, other than such exceptions as, individually or
     in the aggregate, have not had and would not be reasonably expected to have
     a VoiceStream Material Adverse Effect. Each VoiceStream Subsidiary and each
VoiceStream Investment is duly qualified to do business as a foreign  
   corporation or other foreign legal entity and is in good standing in each
   jurisdiction where such qualification is necessary, with such exceptions,
individually or in the aggregate, as have not had and would not be    
reasonably expected to have a VoiceStream Material Adverse Effect. The
VoiceStream Disclosure Schedule sets forth a list of all VoiceStream  
Subsidiaries and all VoiceStream Investments and their respective     
jurisdictions of organization and identifies VoiceStream's (direct or 
indirect) percentage ownership interest therein.                      

(b) All of the outstanding capital stock of, or other voting
    securities or ownership interests in, each VoiceStream Subsidiary and each
VoiceStream Investment, is owned by VoiceStream or a VoiceStream      
    Subsidiary, directly or indirectly, free and clear of any Lien and free of
     any other limitation or restriction (including any restriction on the right
  to vote, sell or otherwise dispose of such capital stock or other voting
securities or ownership interests).                                   

         (c) There are no outstanding subscriptions, options, warrants, rights
or convertible or exchangeable securities issued by any member of the 
VoiceStream Group or a VoiceStream Investment or other agreements or  
 commitments of any character relating to the issued or unissued capital
    stock or other securities or partnership interests or membership interests
    of any VoiceStream Subsidiary or any VoiceStream Investment, including any
   agreement or commitment obligating any member of the VoiceStream Group or
any VoiceStream Investment to issue, deliver or sell, or cause to be  
issued, delivered or sold, shares of capital stock, other securities, 
     partnership interests or membership interests of any VoiceStream Subsidiary
   or any VoiceStream Investment or obligating any member of the VoiceStream
Group or any VoiceStream Investment to grant, extend or enter into any
subscription, option, warrant, right or convertible or exchangeable   
security or other similar agreement or commitment with respect to any 
 VoiceStream Subsidiary or any VoiceStream Investment, or obligating any
   member of the VoiceStream Group or any VoiceStream Investment to make any
 payments pursuant to any stock based or stock related plan or award. No
     member of the VoiceStream Group is subject to any obligation or requirement
to provide funds for or to make any investment (in the form of a loan,
capital contribution or otherwise) to or in any Person, (other than   
     obligations to individuals who are employees, which obligations (i) are set
  forth in Section 5.22 of the VoiceStream Disclosure Schedule or (ii) are
for de minimis amounts and are made in the ordinary course of business
consistent with past practices), including, without limitation, any   
VoiceStream Investment.                                               

 (d) VoiceStream has previously delivered or made available to
Omnipoint true and complete copies of the organizational documents or 
   comparable governing instruments (including all amendments to each of the
    foregoing), of each VoiceStream Subsidiary and each VoiceStream Investment
as in effect on the date hereof.                                      

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SECTION 5.8 SEC Filings.                                              

     (a) VoiceStream has filed all required reports, schedules, forms,
statements and other documents required to be filed by it with the SEC
since January 1, 1997.                                                

         (b) VoiceStream has delivered or made available to Omnipoint: (i) the
VoiceStream 10-K; (ii) its proxy or information statements relating to
 meetings of, or actions taken without a meeting by, the stockholders of
VoiceStream held since December 31, 1998; and (iii) all of its other  
     reports, statements, schedules, forms, exhibits and registration statements
  and all other documents required to be filed with the SEC since December
    31, 1998 (the "1999 VoiceStream SEC Documents") (the documents referred to
     in Sections 5.8(a) and (b), collectively, the "VoiceStream SEC Documents").
The VoiceStream Disclosure Schedule sets forth a list of all the 1999 
VoiceStream SEC Documents.                                            

        (c) As of its filing date, each VoiceStream SEC Document complied as
  to form in all material respects with the applicable requirements of the
1933 Act and the 1934 Act, as the case may be.                        

  (d) As of its filing date, each VoiceStream SEC Document filed
     pursuant to the 1934 Act did not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
     statements made therein, in the light of the circumstances under which they
were made, not misleading.                                            

          (e) Each VoiceStream SEC Document that is a registration statement, as
    amended or supplemented, if applicable, filed pursuant to the 1933 Act, as
    of the date such registration statement or amendment became effective, did
  not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the  
statements therein not misleading.                                    

SECTION 5.9 Financial Statements. The audited consolidated financial  
statements and unaudited consolidated interim financial statements of           
VoiceStream included in the VoiceStream SEC Documents fairly present, in all    
material respects, in conformity with GAAP applied on a consistent basis (except
as may be indicated in the notes thereto), the consolidated financial position  
of VoiceStream and its consolidated Subsidiaries as of the dates thereof and    
their consolidated results of operations and cash flows for the periods then    
ended (subject to normal year-end adjustments in the case of any unaudited      
interim financial statements).                                                  

SECTION 5.10 Absence of Certain Changes. Since the VoiceStream Balance
Sheet Date, the business of each member of the VoiceStream Group and each       
VoiceStream Investment has been conducted in the ordinary course consistent with
past practices and there has not been any event, occurrence or development      
which, individually or in the aggregate, has had or would be reasonably expected
to have a VoiceStream Material Adverse Effect.                                  

    SECTION 5.11 No Undisclosed Material Liabilities. There are no liabilities
or obligations of any member of the VoiceStream Group or any VoiceStream        
Investment of any kind whatsoever, whether accrued, contingent, absolute,       
determined, determinable or otherwise, and there is no existing condition,      
situation or set of circumstances that would be reasonably expected to result in
such a liability or obligation, other than for taxes, if any, arising out of, or
attributable to the Transactions (including the CIRI Transaction and the        
transactions described in Recital A hereof), or:                                

    (a) liabilities or obligations disclosed and provided for in the
 VoiceStream Balance Sheet or in the notes thereto or in VoiceStream SEC
  Documents filed prior to the date hereof or in the VoiceStream 10-K; and

         (b) liabilities or obligations that, individually or in the aggregate
 have not had and would not be reasonably expected to have a VoiceStream
Material Adverse Effect.                                              
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SECTION 5.12 Compliance with Laws and Court Orders. Each member of the
VoiceStream Group and each VoiceStream Investment holds all licenses,           
franchises, certificates, consents, permits, qualifications and authorizations  
from all Governmental Bodies necessary for the lawful conduct of their business,
except where the failure to hold any of the foregoing, individually or in the   
aggregate, has not had and would not be reasonably expected to have a           
VoiceStream Material Adverse Effect. Each member of the VoiceStream Group and   
each VoiceStream Investment is and has been in compliance with, and to the      
knowledge of VoiceStream, is not under investigation with respect to and has not
been threatened to be charged with or given notice of any violation of, any such
license, franchise, certificate, consent, permit, qualification or              
authorization, applicable law, statute, ordinance, rule, regulation, judgment,  
injunction, order or decree, except for failures to comply or violations that,  
individually or in the aggregate, have not had and would not be reasonably      
expected to have a VoiceStream Material Adverse Effect.                         

SECTION 5.13 Litigation. There is no action, suit, investigation or   
proceeding (or any basis therefor) pending against, or, to the knowledge of     
VoiceStream, threatened against or affecting, any member of the VoiceStream     
Group or any VoiceStream Investment or any of their respective properties before
any court or arbitrator or before or by any other Governmental Body, that,      
individually or in the aggregate, would be reasonably expected to have a        
VoiceStream Material Adverse Effect.                                            

     SECTION 5.14 Finders' Fees. Except for fees payable to Goldman, there is no
investment banker, broker, finder or other intermediary that has been retained  
by or is authorized to act on behalf of VoiceStream or any VoiceStream          
Subsidiary who might be entitled to any fee or commission from Omnipoint, any of
the Omnipoint Subsidiaries, VoiceStream or any of the VoiceStream Subsidiaries  
in connection with the Transactions. A copy of the engagement agreement with    
Goldman has been provided to Omnipoint; except as set forth on such engagement  
agreement, no other fees are payable to Goldman.                                

SECTION 5.15 Opinion of Financial Advisor. VoiceStream has received an
opinion of Goldman, financial advisor to VoiceStream, to the effect that, as of 
June 23, 1999, from a financial point of view, the Merger Consideration is fair 
to the holders of VoiceStream Common Stock.                                     

   SECTION 5.16 Taxes. (a) Except as set forth in the VoiceStream Disclosure
Schedules and except as would not have a VoiceStream Material Adverse Effect,   
(i) all VoiceStream Tax Returns required to be filed with any taxing authority  
by, or with respect to, VoiceStream and the VoiceStream Subsidiaries have been  
filed in accordance with all applicable laws or an appropriate extension of time
to file such VoiceStream Tax Return has been obtained; (ii) VoiceStream and the 
VoiceStream Subsidiaries have timely paid all Taxes shown as due and payable on 
the VoiceStream Tax Returns that have been so filed, and, as of the time of     
filing, the VoiceStream Tax Returns correctly reflected the facts regarding the 
income, business, assets, operations, activities and the status of VoiceStream  
and the VoiceStream Subsidiaries (other than Taxes which are being contested in 
good faith by appropriate proceeding and for which adequate reserves are        
reflected on the VoiceStream Balance Sheet); (iii) VoiceStream and the          
VoiceStream Subsidiaries have made provision for all Taxes payable by           
VoiceStream and the VoiceStream Subsidiaries for which no VoiceStream Tax Return
has yet been filed; (iv) the charges, accruals and reserves for Taxes with      
respect to VoiceStream and the VoiceStream Subsidiaries reflected on the        
VoiceStream Balance Sheet are adequate under GAAP to cover the Tax liabilities  
accruing through the date thereof; (v) there is no action, suit, proceeding,    
audit or claim now pending or to the knowledge of VoiceStream, threatened       
against or with respect to VoiceStream or any VoiceStream Subsidiary in respect 
of any Tax where an adverse determination is reasonably likely; (vi) the federal
income Tax Returns of VoiceStream and the VoiceStream Subsidiaries have been    
examined and settled with the IRS (or the applicable statutes of limitation for 
the assessment of federal income Taxes for such                                 

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periods have expired) for all years through 1997; and (vii) there are no Liens  
or encumbrances for Taxes on any of the assets of VoiceStream or any VoiceStream
Subsidiary except liens for current Taxes not yet due.                          

   (b) To the knowledge of VoiceStream, there is no plan or intention on the
part of any VoiceStream shareholder to sell, exchange, transfer or otherwise    
dispose of any stock of Holding Company received in the Transactions, except    
that VoiceStream shareholders that are partnerships for U.S. federal income tax 
purposes may distribute such Holding Company stock to one or more of their      
partners (other than to a partner which would, immediately after such           
distribution, own 5 percent or more of Holding Company's stock, taking into     
account such partner's pro rata share of any Holding Company stock held by the  
partnership).                                                                   

    (c) The maximum number of shares of Holding Company Common Stock which may
be issued pursuant to conversion rights held by the Cook Entities (after        
consummation of the Transactions), including conversion rights under the CIRI   
Agreements, is 9,000,000.                                                       

    SECTION 5.17 Tax Opinions. There are no facts or circumstances relating to
VoiceStream that would, to VoiceStream's knowledge, prevent Jones Day from      
delivering the opinions referred to in Sections 9.2(b) and 9.2(c) as of the date
hereof.                                                                         

SECTION 5.18 Employee Benefit Plans and Labor Matters.                

        (a) The VoiceStream Disclosure Schedule contains a true and complete
list, as of the date hereof, of all VoiceStream Employee Plans and all
    VoiceStream Benefit Arrangements. Copies of each VoiceStream Employee Plan
     and each VoiceStream Benefit Arrangement (and, if applicable, related trust
    agreements) and all amendments thereto and written interpretations thereof
  have been made available to Omnipoint as of the date hereof or will have
    been made available to Omnipoint within thirty days after the date hereof,
     together with the three most recent annual reports (Form 5500 including, if
 applicable, Schedule B thereto) and the most recent actuarial valuation
report prepared in connection with any VoiceStream Employee Plan.     

         (b) No "accumulated funding deficiency," as defined in Section 412 of
   the Code, has been incurred with respect to any VoiceStream Employee Plan
   subject to such Section 412, whether or not waived. No "reportable event"
within the meaning of Section 4043 of ERISA for which the reporting   
   requirements have not been waived, and no event described in Section 4062
   or 4063 of ERISA has occurred in connection with any VoiceStream Employee
Plan. Neither VoiceStream nor to VoiceStream's knowledge any ERISA    
  Affiliate of VoiceStream has (i) engaged in, or is a successor or parent
  corporation to an entity that has engaged in, a transaction described in
   Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects
  to incur prior to the Effective Time (A) any liability under Title IV of
ERISA arising in connection with the termination of, or a complete or 
     partial withdrawal from, any plan covered or previously covered by Title IV
     of ERISA or (B) any liability under Section 4971 of the Code that in either
   case could become a liability of VoiceStream, any VoiceStream Subsidiary,
   Omnipoint or any of their ERISA Affiliates after the Effective Time. If a
   "complete withdrawal" by VoiceStream and all of its ERISA Affiliates were
    to occur as of the Effective Time with respect to all Multiemployer Plans,
neither of VoiceStream, nor any VoiceStream Subsidiary would incur any
withdrawal liability under Title IV of ERISA.                         

       (c) As of December 31, 1998, the fair market value of the assets of
     each VoiceStream Pension Plan (excluding for these purposes any accrued but
  unpaid contributions) exceeded the present value of all benefits accrued
under such VoiceStream Pension Plan calculated pursuant to FAS No. 87,
"Employers' Accounting for Pensions."                                 

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       (d) Each VoiceStream Employee Plan that is intended to be qualified
under Section 401(a) of the Code is the subject of a favorable        
   qualification determination letter issued by the IRS and to VoiceStream's
knowledge each such VoiceStream Employee Plan is so qualified.        

        (e) There is no contract, plan or arrangement (written or otherwise)
    covering any employee or former employee of VoiceStream or any VoiceStream
Subsidiary that, individually or collectively, could give rise to the 
     payment of any amount that would not be deductible pursuant to the terms of
Sections 162(m) or 280G of the Code.                                  

         (f) As of December 31, 1998, there are no accumulated post-retirement
benefit obligations under any of the VoiceStream Employee Plans and   
     VoiceStream Benefit Arrangements as determined in accordance with Statement
of Financial Accounting Standards No. 106.                            

   (g) Each VoiceStream Employee Plan and each VoiceStream Benefit
   Arrangement has been maintained in material compliance with its terms and
with the requirements prescribed by any and all applicable statutes,  
     orders, rules and regulations (including any special provisions relating to
registration or qualification where such Plan was intended so to be so
registered or qualified) and has been maintained in good standing with
applicable regulatory authorities.                                    

        (h) No employee or former employee of VoiceStream or any VoiceStream
  Subsidiary will become entitled to any bonus, retirement, severance, job
security or similar benefit or enhancement of such benefit (including 
   acceleration of vesting or exercise of an incentive award) as a result of
the Transactions (either alone or together with any other event).     

          (i) Neither VoiceStream nor any of the VoiceStream Subsidiaries is, or
     has been, a party to any collective bargaining agreement or union contract.
    Neither VoiceStream nor any of the VoiceStream Subsidiaries is involved in
     or threatened with any labor dispute, work stoppage, labor strike, slowdown
or grievance. To the knowledge of VoiceStream, there is no organizing 
    effort or representation question at issue with respect to any employee of
VoiceStream or any of the VoiceStream Subsidiaries.                   

SECTION 5.19 Environmental Matters.                                   

      (a) Except as have not had and would not be reasonably expected to
have, individually or in the aggregate, a VoiceStream Material Adverse
Effect:                                                               

       (A) no notice, notification, demand, request for information,
   citation, summons or order has been received, no complaint has been
  filed, no penalty has been assessed, and no investigation, action,
        claim, suit, proceeding or review (or any basis therefor) is pending or,
       to the knowledge of VoiceStream, is threatened by any Governmental Body
    or other Person relating to or arising out of any Environmental Law;

       (B) each member of the VoiceStream Group and each VoiceStream
        Investment is and has been in compliance with all Environmental Laws and
all Environmental Permits; and                                  

          (C) there are no liabilities of or relating to any member of the
       VoiceStream Group or any VoiceStream Investment of any kind whatsoever,
  whether accrued, contingent, absolute, determined, determinable or
      otherwise arising under or relating to any Environmental Law and there
       are no facts, conditions, situations or set of circumstances that could
reasonably be expected to result in or be the basis for any such
liability.                                                      

         (b) There have been no Environmental Reports of which VoiceStream has
     knowledge in relation to the current or prior business of any member of the
     VoiceStream Group or any VoiceStream Investment or any property or facility
     now or previously owned or leased by any member of the VoiceStream Group or
any VoiceStream Investment that reveal matters that,                  

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    individually or in the aggregate, have had or would reasonably be expected
to have a VoiceStream Material Adverse Effect; and                    

    (c) For purposes of this Section 5.19, the terms VoiceStream and
 VoiceStream Subsidiary shall include any entity that is, in whole or in
part, a predecessor of any member of the VoiceStream Group or any     
VoiceStream Investment.                                               

   SECTION 5.20 Intellectual Property. With such exceptions as, individually
or in the aggregate, have not had and would not be reasonably expected to have a
VoiceStream Material Adverse Effect, each member of the VoiceStream Group and   
each VoiceStream Investment owns or has a valid license to use each trademark,  
service mark, trade name, invention, patent, trade secret, copyright, know-how  
(including any registrations or applications for registration of any of the     
foregoing) or any other similar type of proprietary intellectual property right 
(collectively, the "VoiceStream Intellectual Property") necessary to carry on   
its business substantially as currently conducted. No member of the VoiceStream 
Group or any VoiceStream Investment has received any notice of infringement of  
or conflict with, and to VoiceStream's knowledge, there are no infringements of 
or conflicts with, the rights of any Person with respect to the use of any      
VoiceStream Intellectual Property that, in either such case, individually or in 
the aggregate, have had or would be reasonably expected to have, a VoiceStream  
Material Adverse Effect.                                                        

SECTION 5.21 Contracts. No member of the VoiceStream Group nor any    
VoiceStream Investment is a party to or bound by (i) any "material contract" (as
such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or any    
agreement, contract or commitment that would be such a "material contract" but  
for the exception for contracts entered into in the ordinary course of business,
(ii) any non-competition agreement or any other agreement or obligation which   
materially limits or will materially limit any member of the VoiceStream Group  
or any VoiceStream Investment Interest from engaging in the business of         
providing wireless communications services or from developing wireless          
communications technology anywhere in the world or (iii) any management         
agreement, technical services agreement or other agreement whereby any member of
the VoiceStream Group or any of its Investment Interest is provided or is       
required to provide management or technical services to any other Person. With  
such exceptions as, individually or in the aggregate, have not had, and would   
not be reasonably expected to have, a VoiceStream Material Adverse Effect, (x)  
each of the contracts, agreements and commitments of the VoiceStream Group and  
the VoiceStream Investments is valid and in full force and effect and (y)       
neither any member of the VoiceStream Group nor any VoiceStream Investments has 
violated any provision of, or committed or failed to perform any act which, with
or without notice, lapse of time, or both, would constitute a default under the 
provisions of any such contract, agreement or commitment. To the knowledge of   
VoiceStream, no counterparty to any such contract, agreement or commitment has  
violated any provision of, or committed or failed to perform any act which, with
or without notice, lapse of time, or both would constitute a default or other   
breach under the provisions of, such contract, agreement or commitment, except  
for defaults or breaches which, individually or in the aggregate, have not had, 
or would not reasonably be expected to have, a VoiceStream Material Adverse     
Effect. Neither any member of the VoiceStream nor any VoiceStream Investment is 
a party to, or otherwise a guarantor of or liable with respect to, any interest 
rate, currency or other swap or derivative transaction, other than any such     
transactions which are not material to the business of the VoiceStream Group.   
VoiceStream has provided or made available to Omnipoint a copy of each agreement
described in item (i), (ii) or (iii) above.                                     

 SECTION 5.22 VoiceStream Employees. The VoiceStream Disclosure Schedule
contains a list setting forth the name and current annual salary and other      
compensation payable to each Significant VoiceStream Employee, and the profit   
sharing, bonus or other form of additional compensation paid or payable by      
VoiceStream to or for the benefit of each such person for the current fiscal    
year.                                                                           

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Except as set forth on the VoiceStream Disclosure Schedule or under the         
employment, consulting or other agreements listed thereon, there are no oral or 
written contracts, agreements or arrangements obligating VoiceStream to increase
the compensation or benefits presently being paid or hereafter payable to any   
Significant VoiceStream Employees. The VoiceStream Disclosure Schedule annexed  
hereto sets forth summaries of all oral employment or consulting or similar     
arrangements regarding any Significant VoiceStream Employee which are not       
terminable without liability on thirty (30) days' or less prior notice and lists
all written employment and consulting agreements with respect to any Significant
VoiceStream Employee, true and complete copies of which have been provided to   
Omnipoint. Except for severance obligations to Significant VoiceStream Employees
set forth on the VoiceStream Disclosure Schedule, there is not due or owing and 
there will not be due and owing at the Effective Time to any Significant        
VoiceStream Employees, any sick pay, severance pay (whether arising out of the  
termination of any Significant VoiceStream Employee prior to, on, or subsequent 
to the Effective Time), compensable time or pay, including salary, commission   
and bonuses, personal time or pay or vacation time or vacation pay attributable 
to service rendered on or prior to the Effective Time. Except as disclosed in   
the VoiceStream Disclosure Schedule, there is not now, and there will not be as 
of the Effective Time, any liability arising out of claims made or suits brought
(including workers' compensation claims and claims or suits for contribution to,
or indemnification of, third parties, occupational health and safety,           
environmental, consumer protection or equal employment matters) for injury,     
sickness, disease, discrimination, death or termination of employment of any    
Significant VoiceStream Employee, or other employment matter to the extent      
attributable to an event occurring or a state of facts existing on or prior to  
the Effective Time.                                                             

SECTION 5.23 Employment Matters. VoiceStream and each VoiceStream     
Subsidiary (A) are in compliance with all applicable Federal and state laws,    
rules and regulations respecting employment, employment practices, terms and    
conditions of employment and wages and hours, in each case, with respect to     
VoiceStream Employees, except where the failure to be in compliance would not,  
singly or in the aggregate, a material adverse effect on VoiceStream, any       
VoiceStream Subsidiary or their financial condition or business; (B) have       
withheld all amounts required by law or by agreement to be withheld from the    
wages, salaries and other payments to VoiceStream Employees; (C) is not liable  
for any arrears of wages or any taxes or any penalty for failure to comply with 
any of the foregoing, except as would not have a VoiceStream Material Adverse   
Effect; and (D) (other than routine payments to be made in the normal course of 
business and consistent with past practice) are not liable for any payment to   
any trust or other fund or to any governmental or administrative authority, with
respect to unemployment compensation benefits, Social Security or other benefits
for VoiceStream Employees.                                                      

SECTION 5.24 Labor. No work stoppage or labor strike with respect to  
VoiceStream Employees is pending or, to the best knowledge of VoiceStream, is   
threatened. Except as set forth on the VoiceStream Disclosure Schedules, there  
is no involvement nor, to the best knowledge of VoiceStream, is there           
threatened, any labor dispute, grievance or litigation relating to labor, safety
or discrimination matters involving any VoiceStream Employee including charges  
of unfair labor practices or discrimination complaints, which, if adversely     
determined, would reasonably be expected to have individually or in the         
aggregate, a material adverse effect on its financial condition or business.    
There has been no engagement in any unfair labor practices within the meaning of
the National Labor Relations Act which would, individually or in the aggregate, 
a VoiceStream Material Adverse Effect.                                          

SECTION 5.25 There is not presently nor has there been in the past any
collective bargaining agreement or union contract with respect to VoiceStream   
Employees and no collective bargaining agreement with respect to VoiceStream    
Employees is at the date hereof being negotiated.                               

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  SECTION 5.26 Vote Required. The only vote of the holders of any class or
series of capital stock of VoiceStream necessary to approve this Agreement and  
the Transactions is the affirmative vote of the holders of a majority of the    
outstanding shares of VoiceStream Common Stock (the "VoiceStream Stockholders'  
Approval").                                                                     

  SECTION 5.27 Insurance. The VoiceStream Disclosure Schedules set forth a
list and brief description of all policies of fire, liability and other forms of
insurance and material fidelity bonds held by the VoiceStream Group. The        
VoiceStream Group's assets, business, equipment, property and operations are    
adequately insured against loss or damage and all other hazards or risks of the 
character usually insured against by companies in the same or similar business  
and such insurance shall be continued in full force and effect through 11:59    
p.m. on the Effective Time. Each such policy and fidelity bond is in full force 
and effect, all premiums due and payable under such policies and fidelity bonds 
have been and on the Effective Time will be paid in full, and there are no      
disputed claims arising under such policies or fidelity bonds.                  

   SECTION 5.28 Bank Accounts. The Disclosure Schedule sets forth a complete
list of all bank accounts, savings deposits, money-market accounts, certificates
of deposit, safety deposit boxes, and similar investment accounts with banks or 
other financial institutions maintained by or on behalf of the VoiceStream or   
any VoiceStream Subsidiary showing the depository bank or institution address,  
appropriate bank contact personnel, account number and names of signatories.    

    SECTION 5.29 Transactions with Affiliates. No Affiliate of the VoiceStream
Group or VoiceStream Investment nor any stockholder, officer, director, partner,
member, consultant or employee of any thereof, is at the date hereof a party to 
any transaction with any member of the VoiceStream Group, or VoiceStream        
Investment including any contract or arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property (including 
intellectual property) to or from, or otherwise requiring payments to or from   
any member of the VoiceStream Group, VoiceStream Investment, or any Affiliate   
thereof.                                                                        

SECTION 5.30 Not an Interested Stockholder. As of the date of this    
Agreement, neither VoiceStream nor any of its Affiliates is an "Interested      
Stockholder" as such term is defined in Section 203 of the Delaware Law.        

SECTION 5.31 Representations with Respect to Holding Company.         

   (a) There is currently no indebtedness between Omnipoint common
   shareholders and Holding Company, and none will be created as a result of
  the Transactions, other than Holding Company's obligation to pay cash to
Omnipoint shareholders pursuant to Section 3.3. of the Agreement.     

          (b) Immediately following the Transactions, Omnipoint shareholders and
   VoiceStream shareholders will collectively own at least 80 percent of the
total combined voting power of all classes of Holding Company's stock 
   entitled to vote and at least 80 percent of the total number of shares of
all other classes of Holding Company's stock.                         

   (c) Each Omnipoint shareholder and VoiceStream shareholder will
     receive stock (and, in the case of Omnipoint shareholders, cash) of Holding
Company with an aggregate value approximately equal to the fair market
value of their stock transferred to Holding Company.                  

     (d) Holding Company is not, nor will it be, an investment company
within the meaning of Section 351(e) of the Code immediately after the
Transactions.                                                         

      (e) Holding Company, Omnipoint and VoiceStream will each remain in
existence following the Transactions. Holding Company will retain the 
    Omnipoint Shares and VoiceStream Shares, and there is no plan or intention
 on the part of Holding Company to liquidate Omnipoint or VoiceStream or
otherwise dispose of such shares.                                     
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         (f) To the knowledge of Holding Company there is no plan or intention
 on the part of any Omnipoint shareholder or VoiceStream Shareholders to
sell, exchange, transfer or otherwise dispose of any stock of Holding 
Company received in the Transactions, except that such Omnipoint      
shareholders and VoiceStream shareholders as are partnerships for U.S.
  federal income tax purposes may distribute such Holding Company stock to
one or more of their partners (other than to a partner which would,   
immediately after such distribution, own 5 percent or more of Holding 
   Company's stock, taking into account such partner's pro rata share of any
Holding Company stock held by the partnership).                       

ARTICLE 6 

COVENANTS OF OMNIPOINT

Omnipoint agrees that:                                                

SECTION 6.1 Omnipoint Interim Operations. Except as set forth in the  
Omnipoint Disclosure Schedule or as otherwise expressly contemplated hereby,    
without the prior written consent of VoiceStream, Omnipoint shall, and shall    
cause each member of the Omnipoint Group to, conduct its business in all        
material respects in the ordinary course consistent with past practice and use  
all reasonable efforts to: (i) preserve intact its present business             
organization; (ii) keep available the services of its key officers and key      
employees; (iii) maintain in effect all material foreign, federal, state and    
local licenses, approvals and authorizations, including, without limitation, the
Omnipoint FCC Licenses, all material licenses and permits that are required for 
Omnipoint or any Omnipoint Subsidiary to carry on its business and (iv) preserve
existing relationships with its material partners, lenders, suppliers and others
having material business relationships with it so that the business of the      
Omnipoint Group shall not be adversely affected in any material respect as of   
the Effective Time. Further, and without limiting the generality of the         
foregoing, except as set forth in Section 6.1 of the Omnipoint Disclosure       
Schedule, from the date hereof until the Effective Time, without the prior      
written consent of VoiceStream, Omnipoint shall not, nor shall it permit any    
member of the Omnipoint Group or Omnipoint Investment to:                       

 (a) amend its certificate of incorporation or bylaws or other
applicable governing instrument;                                      

(b) amend any term of any of its outstanding securities;    

         (c) split, combine, subdivide or reclassify any shares of its capital
   stock or other equity interests or declare, set aside or pay any dividend
or other distribution (whether in cash, stock or property or any      
     combination thereof) in respect of its capital stock, or redeem, repurchase
   or otherwise acquire or offer to redeem, repurchase, or otherwise acquire
any of its securities or any securities of any member of the Omnipoint
  Group or Omnipoint Investment except for dividends paid by any Omnipoint
Subsidiary that is, directly or indirectly, wholly owned by Omnipoint;

     (d) adopt a plan or agreement of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
     other material reorganization (other than a merger or consolidation between
wholly owned Omnipoint Subsidiaries);                                 

      (e) issue, deliver or sell, or authorize the issuance, delivery or
sale of, any shares of its capital stock of any class or other equity 
 interests or any securities convertible into or exercisable for, or any
 rights, warrants or options to acquire, any such capital stock or other
     equity interests, other than (i) the issuance of shares of Omnipoint Common
    Stock upon the exercise of currently outstanding stock options or warrants
in accordance with their present terms, (ii) issuances pursuant to the
conversion of convertible securities outstanding on the date hereof in
  accordance with their present terms and (iii) the granting of options to
acquire shares of                                                     

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Omnipoint Common Stock in accordance with Section 6.1 of the Omnipoint
     Disclosure Schedule; (f) incur any capital expenditures except as set forth
in the Omnipoint Disclosure Schedule;                                 

         (g) acquire (by merger, consolidation, acquisition of stock or assets
or otherwise) any corporation, limited liability company, partnership,
   other business organization or division thereof, licenses or other assets
     except for (i) capital expenditures, which shall be governed by clause (f),
   (ii) pursuant to agreements in effect as of the date hereof and listed on
 the Omnipoint Disclosure Schedule, or (iii) tangible assets used in the
    ordinary course of business of Omnipoint and the Omnipoint Subsidiaries in
a manner that is consistent with past practice;                       

         (h) other than pursuant to agreements in effect as of the date hereof
and listed on the Omnipoint Disclosure Schedule, sell, lease, license,
encumber or otherwise transfer any assets (including any licenses or  
     Investment Interest) having a fair market value exceeding $5,000,000 in any
 one transaction or series of related transactions or $10,000,000 in the
aggregate;                                                            

          (i) incur, assume or guarantee any Indebtedness other than pursuant to
agreements in effect on the date hereof and listed on the Omnipoint   
Disclosure Schedule;                                                  

         (j) create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired,
other than Liens incurred in the ordinary course of business to secure
indebtedness or other obligations permitted by this Agreement;        

       (k) create, incur, assume or suffer to exist any obligation whereby
    Omnipoint or any Omnipoint Subsidiary guarantees any Indebtedness, leases,
dividends or other obligations of any third party;                    

        (l) make any loan, advance or capital contributions to or investment
in any Person, or acquire any Investment Interest, other than loans,  
 advances or capital contributions to or investments in its wholly owned
Subsidiaries;                                                         

          (m) except for capital expenditures, which shall be governed by clause
    (f), engage in or enter into any transaction or commitment, enter into any
   contract or agreement, or relinquish or amend in any material respect any
contract or other right, in any case, material to the Omnipoint Group,
   taken as a whole, other than transactions and commitments in the ordinary
     course of business consistent with past practices and those contemplated by
this Agreement;                                                       

         (n) enter into any agreement or arrangement that materially limits or
   otherwise materially restricts Omnipoint, any Omnipoint Subsidiary or any
of their respective Affiliates or any successor thereto or that could,
  after the Effective Time, limit or restrict VoiceStream, any VoiceStream
Subsidiary, the Surviving Corporation or any of their Affiliates, from
   engaging in the business of providing wireless communications services or
developing wireless communications technology anywhere in the world or
otherwise from engaging in any other business;                        

       (o) except as required pursuant to any written agreements listed on
 the Omnipoint Disclosure Schedule and existing on the date hereof or as
otherwise mandated by law as of the date hereof (i) enter into any    
 commitment to provide any severance or termination pay to (or amend any
   existing arrangement with) any director, officer or employee of Omnipoint
   or any Omnipoint Subsidiary that calls for payments in excess of $200,000
 in the aggregate for all such directors, officers, or (ii) increase the
    benefits payable under any existing severance or termination pay policy or
 employment agreement (other than as may be increased by function of the
existing terms of any such policy or agreement), (iii) enter into any 
    employment, deferred compensation or other similar agreement (or amend any
such existing agreement) with any director, officer or employee of    
 Omnipoint or any Omnipoint Subsidiary that calls for annual payments in
   excess of $125,000, (iv) establish, adopt or amend (except as required by
applicable                                                            

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 law) any collective bargaining, bonus, profit-sharing, thrift, pension,
   retirement, deferred compensation, compensation, stock option, restricted
   stock or other benefit plan or arrangement covering any director, officer
     or employee of Omnipoint or any Omnipoint Subsidiary, except that Omnipoint
 and the Omnipoint Subsidiaries may amend any such existing agreement or
 plan or adopt a successor plan or arrangement to the extent mandated by
   applicable law or to the extent that such amendment would not result in a
more than de minimis increase in the costs or liabilities under such  
   agreement or plan, (v) increase the compensation, bonus or other benefits
    payable to any director, officer or employee of Omnipoint or any Omnipoint
  Subsidiary or (vi) amend the terms of any outstanding option or right to
purchase shares of Omnipoint Common Stock;                            

       (p) change (i) its methods of accounting or accounting practices in
     any material respect, except as required by concurrent changes in U.S. GAAP
or by Law or (ii) its fiscal year;                                    

 (q) make, or amend in any respect the terms of any Investment
   Interest, which cannot be terminated within 30 days of the Effective Time
without any penalty;                                                  

(r) settle, or propose to settle, any material litigation,  
investigation, arbitration, proceeding or other claim;                

      (s) make any material tax election or enter into any settlement or
compromise of any material tax liability;                             

  (t) take any action, other than as expressly permitted by this
Agreement, that would make any representation or warranty of Omnipoint
hereunder inaccurate in any material respect at the Effective Time; or

(u) agree or commit to do any of the foregoing;             

provided that the limitations set forth above shall not apply to any transaction
exclusively between (i) Omnipoint and any Omnipoint Subsidiary that is wholly   
owned by Omnipoint or between any such wholly owned Omnipoint Subsidiaries and  
(ii) any member or members of the Omnipoint Group and any member or members of  
the VoiceStream Group.                                                          

SECTION 6.2 No Solicitation.                                          

         (a) From the date hereof until the termination hereof, Omnipoint will
   not, and will cause the Omnipoint Subsidiaries, Omnipoint Affiliates, and
the officers, directors, employees, investment bankers, attorneys,    
accountants, consultants or other agents or advisors of Omnipoint, the
 Omnipoint Subsidiaries and the Omnipoint Affiliates not to, directly or
indirectly: (i) take any action to solicit, initiate, facilitate or   
  encourage the submission of any Acquisition Proposal; (ii) other than in
     the ordinary course of business and not related to an Acquisition Proposal,
    engage in any discussions or negotiations with, or disclose any non-public
 information relating to Omnipoint or any Omnipoint Subsidiary or afford
  access to the properties, books or records of Omnipoint or any Omnipoint
Subsidiary to, any Person who is known by Omnipoint to be considering 
making, or has made, an Acquisition Proposal; (iii) (A) approve any   
 transaction under Section 203 of the Delaware Law or (B) approve of any
     Person's becoming an "interested stockholder" under Section 203 of Delaware
Law or (iv) enter into any agreement with respect to an Acquisition   
  Proposal. Nothing contained in this Agreement shall prevent the Board of
    Directors of Omnipoint from complying with Rule 14e-2 and Rule 14d-9 under
the 1934 Act with regard to an Acquisition Proposal; provided that the
   Board of Directors of Omnipoint shall not recommend that the stockholders
   of Omnipoint tender their shares in connection with a tender offer except
to the extent the Board of Directors of Omnipoint by a majority vote  
determines in its good faith judgment that such a recommendation is   
required to comply with                                               

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     the fiduciary duties of the Board of Directors of Omnipoint to shareholders
    under applicable Delaware Law, after receiving the advice of outside legal
counsel.                                                              

         (b) Omnipoint will notify VoiceStream promptly (but in no event later
   than 24 hours) after receipt by Omnipoint (or any of its advisors) of any
    Acquisition Proposal, or of any request (other than in the ordinary course
of business and not related to an Acquisition Proposal) for non-public
   information relating to Omnipoint or any of the Omnipoint Subsidiaries or
for access to the properties, books or records of Omnipoint or any    
   Omnipoint Subsidiary by any Person who is known to be considering making,
   or has made, an Acquisition Proposal. Omnipoint shall provide such notice
   orally and in writing and shall identify the Person making, and the terms
  and conditions of, any such Acquisition Proposal, indication or request.
    Omnipoint shall keep VoiceStream fully informed, on a prompt basis (but in
  any event no later than 24 hours), of the status and details of any such
 Acquisition Proposal, indication or request. Omnipoint shall, and shall
 cause the Omnipoint Subsidiaries and the directors, employees and other
  agents of Omnipoint and the Omnipoint Subsidiaries to, cease immediately
    and cause to be terminated all activities, discussions or negotiations, if
  any, with any Persons conducted prior to the date hereof with respect to
any Acquisition Proposal.                                             

    SECTION 6.3 Access to Information. Omnipoint shall (i) give to VoiceStream
and VoiceStream's counsel, financial advisors, auditors and other authorized    
representatives unlimited access during normal business hours to the offices,   
properties, books and records of Omnipoint and the Omnipoint Subsidiaries, (ii) 
at VoiceStream's request, furnish to VoiceStream and VoiceStream's counsel,     
financial advisors, auditors and other authorized representatives all financial 
and operating data (including without limitation, all subscriber information    
(including a breakdown of all additions and disconnections) and all information 
concerning all capital expenditures) and other information to which the         
Omnipoint Board of Directors or the senior executives of Omnipoint are provided 
or have access to (all of the foregoing to be furnished to VoiceStream          
simultaneously with the same being furnished to any member of Omnipoint's Board 
of Directors or the senior executives of Omnipoint), and (iii) instruct its     
employees, counsel, financial advisors, auditors and other authorized           
representatives to cooperate with the other party in VoiceStream's              
investigation. Any investigation pursuant to this Section 6.3 shall be conducted
in such manner as not to interfere unreasonably with the conduct of the business
of Omnipoint and the Omnipoint Subsidiaries. The foregoing information shall be 
held in confidence to the extent required by, and in accordance with, the       
provisions of the Confidentiality Agreement.                                    

 SECTION 6.4 Omnipoint shall use its reasonable best efforts to take, or
cause to be taken, all actions and do, or cause to be done, all things          
necessary, proper or advisable under applicable law and regulations to          
consummate the closing under the CIRI Agreements pursuant to the terms thereof. 
Prior to the Effective Time, upon the satisfaction or waiver by VoiceStream or  
Omnipoint, as applicable of all the conditions for the consummation of the      
Transactions, Omnipoint shall in accordance with the CIRI Agreements sell,      
assign, transfer, convey and deliver to each Purchaser (as defined in each of   
the CIRI Agreements) the FCC Licenses and Schedule I, Schedule II and Schedule  
III Assets and Assumed Liabilities (as defined in each of the CIRI Agreements). 

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ARTICLE 7 

COVENANTS OF VOICESTREAM AND HOLDING COMPANY

VoiceStream and Holding Company agree that:                           

SECTION 7.1 VoiceStream Interim Operations. Except as set forth in the
VoiceStream Disclosure Schedule or as otherwise expressly contemplated hereby,  
without the prior consent of Omnipoint, from the date hereof until the Effective
Time, VoiceStream shall not, nor shall it permit any members of the VoiceStream 
Group or any VoiceStream Investment to:                                         

          (a) amend its certificate of incorporation, bylaws or other applicable
governing instrument;                                                 

    (b) amend any material terms of the shares of VoiceStream Common
Stock;                                                                

         (c) split, combine, subdivide or reclassify any shares of VoiceStream
Common Stock or declare, set aside or pay any dividend or other       
distribution (whether in cash, stock or property or any combination   
 thereof) in respect of VoiceStream Common Stock, except for (i) regular
  quarterly cash dividends, (ii) regular dividends on any future series of
preferred stock pursuant to the terms of such securities, or (iii)    
dividends paid by any VoiceStream Subsidiary to VoiceStream or any    
 VoiceStream Subsidiary that is, directly or indirectly, wholly owned by
VoiceStream;                                                          

     (d) take any action that would or would reasonably be expected to
     prevent, impair or materially delay the ability of Omnipoint or VoiceStream
to consummate the transactions contemplated by this Agreement;        

       (e) change (i) its methods of accounting or accounting practices in
    any material respect except as required by concurrent changes in U.S. GAAP
or by law or (ii) its fiscal year;                                    

  (f) enter into or acquire any new line of business that (i) is
material to the VoiceStream Group taken as a whole and (ii) is not    
strategically related to the current business or operations of the    
VoiceStream Group; or                                                 

(g) agree or commit to do any of the foregoing.             

SECTION 7.2 Director and Officer Liability.                           

     (a) Holding Company shall indemnify and hold harmless and advance
     expenses to the present and former officers and directors of each member of
  the Omnipoint Group and the present and former officers and directors of
each member of the VoiceStream Group, and each person who prior to the
Effective Time becomes an officer or director of any member of the    
Omnipoint Group or any member of the VoiceStream Group (each an       
 "Indemnified Person"), in respect of acts or omissions by them in their
    capacities as such occurring at or prior to the Effective Time (including,
     without limitation, for acts or omissions occurring in connection with this
Agreement and the consummation of the Transactions) to the same extent
provided under Omnipoint's certificate of incorporation and bylaws in 
  effect on the date hereof (with respect to the officers and directors of
the Omnipoint Group) or VoiceStream's certificate of incorporation and
bylaws in effect on the date hereof (with respect to the officers and 
directors of the VoiceStream Group) (collectively, the "Indemnified   
Losses"); provided that such indemnification shall be subject to any  
     limitation imposed from time to time under applicable law. Without limiting
the generality of the foregoing, the Indemnified Losses shall include 
    reasonable costs of prosecuting a claim under this Section 7.2(a). Holding
     Company shall periodically advance or reimburse each Indemnified Person for
     all reasonable fees and expenses of counsel constituting Indemnified Losses
as such fees and expenses are incurred; provided that such Indemnified
   Person shall agree to promptly repay to Holding Company the amount of any
such reimbursement if it shall be judicially determined by judgment or
order not subject to further                                          

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     appeal or discretionary review that such Indemnified Person is not entitled
to be indemnified by Holding Company in connection with such matter.  

     (b) For six years after the Effective Time, Holding Company shall
    provide officers' and directors' liability insurance in respect of acts or
omissions occurring prior to the Effective Time (including, without   
limitation, for acts or omissions occurring in connection with this   
Agreement and the consummation of the Transactions) covering each such
Indemnified Person currently covered by Omnipoint's officers' and     
directors' liability insurance policy (with respect to officers and   
directors of the Omnipoint Group) or by VoiceStream's officers' and   
directors' liability insurance policy (with respect to officers and   
   directors of the VoiceStream Group) on terms with respect to coverage and
   amount (including with respect to the payment of attorney's fees) no less
 favorable than those of such policy in effect on the date hereof (which
policies have been made available by Omnipoint to VoiceStream and by  
   VoiceStream to Omnipoint); provided that if the aggregate annual premiums
  for such insurance during such period shall exceed 200% of the per annum
    rate of premium paid by Omnipoint (with respect to the liability insurance
   policies of the officers and directors of Omnipoint) or VoiceStream (with
   respect to the liability insurance policies of the officers and directors
of VoiceStream) as of the date hereof for such insurance, then Holding
Company shall provide a policy with the best coverage as shall then be
available at 200% of such rate.                                       

     (c) The rights of each Indemnified Person and its heirs and legal
   representatives under this Section 7.2 shall be in addition to any rights
  such Person may have under the certificate of incorporation or bylaws of
   any member of the Omnipoint Group (with respect to the Omnipoint officers
  and directors) or the VoiceStream Group (with respect to the VoiceStream
officers and directors), or under Delaware Law or any other applicable
   laws. These rights shall survive consummation of the Transactions and are
    intended to benefit, and shall be enforceable by, each Indemnified Person.

     SECTION 7.3 Listing of Stock. Holding Company shall use its reasonable best
efforts to cause (i) the shares of Holding Company Common Stock to be issued in 
connection with the Transactions (and the shares of Holding Company Common Stock
underlying the securities to be issued pursuant to Section 3.6) to be approved  
for listing on NASDAQ, subject to official notice of issuance, and (ii) the     
securities of Omnipoint to be de-listed from NASDAQ following the Transactions. 

  SECTION 7.4 Holding Company Board of Directors. Immediately prior to the
Effective Time, the Board of Directors of Holding Company will take all         
necessary action to expand the size of its Board of Directors of Holding Company
to 14 members and to appoint to the Holding Company Board, as of the Effective  
Time, 4 current members of the Omnipoint Board selected by Omnipoint who agrees 
to serve in that capacity (the "New Directors"). From the Effective Time until  
and including the second annual meeting of the stockholders of Holding Company  
taking place after the Effective Time, the Board of Directors of Holding Company
will nominate the New Directors for reelection to the Holding Company Board of  
Directors at each subsequent annual or special meeting of the stockholders of   
Holding Company at which the New Directors' term expires. The provisions of this
Section 7.4 shall survive the consummation of the Transactions and are intended 
to benefit, and shall be enforceable by, the New Directors.                     

SECTION 7.5 Employee Matters.                                         

  (a) Holding Company shall, or shall cause its Subsidiaries to:

           (i) honor the terms of all Omnipoint Employee Plans and Omnipoint
        Benefit Arrangements as in effect on the date hereof (or as amended with
        the prior consent of VoiceStream) and to pay the benefits required under
  such terms of such plans and arrangements, in each case subject to
Section 7.5(c); and                                             

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           (ii) until December 31, 2001 (the "Benefits Maintenance Period"),
       with respect to employees of Omnipoint or any of Omnipoint Subsidiaries
   at the Effective Time ("Transferred Employees"), provide a level of
   employee benefits and aggregate compensation which is substantially
 comparable in the aggregate to the level of employee benefits and
       aggregate compensation provided by Omnipoint and Omnipoint Subsidiaries
    as of the Effective Time (other than the benefits provided under any
       severance or termination benefit plans and arrangements of Omnipoint or
any Omnipoint Subsidiary).                                      

        (b) If Transferred Employees are included in any VoiceStream Benefit
     Arrangement or VoiceStream Employee Plan, including without limitation, any
    plan or arrangement providing vacation benefits, the Transferred Employees
     shall receive credit for service prior to the Effective Time with Omnipoint
  and the Omnipoint Subsidiaries and their predecessors to the same extent
such service was counted under similar Omnipoint Employee Plans and   
   Omnipoint Benefit Arrangements for purposes of determining eligibility to
 participate, vesting and the level of benefits provided. If Transferred
     Employees or their dependents are included in any medical, dental or health
 plan other than the plan or plans they participated in at the Effective
Time (a "Successor Plan"), any such Successor Plan shall (i) waive all
    limitations as to pre-existing conditions, exclusions and waiting periods,
   except to the extent such limitations, exclusions or waiting periods were
applicable to such employees or dependents under any corresponding    
   Omnipoint Employee Plan at the Effective Time, and (ii) provide each such
   employee or dependent with credit for any copayments and deductibles paid
prior to the date of inclusion in the Successor Plan in satisfying any
  applicable deductible or out-of-pocket requirements under such Successor
Plan.                                                                 

        (c) Notwithstanding any of the above, nothing contained herein shall
be construed as requiring VoiceStream or any VoiceStream Subsidiary to
   continue any specific Employee Plan or Benefit Arrangement or to continue
    the employment of any specific person, provided, however, that any changes
that VoiceStream or any VoiceStream Subsidiary may make to any such   
Employee Plan or Benefit Arrangement are permitted by the terms of the
   applicable Employee Plan or Benefit Arrangement under any applicable Law.

     SECTION 7.6 Access to Information. VoiceStream, between the date hereof and
the earlier of the effective time of the termination of this Agreement, between 
the date hereof and the earlier of the Effective Time or the Termination of this
Agreement, shall (i) give to Omnipoint and Omnipoint's counsel, financial       
advisors, auditors and other authorized representatives reasonable access during
normal business hours to the offices, properties, books and records of          
VoiceStream and the VoiceStream Subsidiaries, (ii) furnish to Omnipoint and     
Omnipoint's counsel, financial advisors, auditors and other authorized          
representatives such financial and operating data and other information as      
Omnipoint may reasonably request and (iii) instruct its employees, counsel,     
financial advisors, auditors and other authorized representatives to cooperate  
with Omnipoint's investigation. Any investigation pursuant to this Section 7.6  
shall be conducted in such manner as not to interfere unreasonably with the     
conduct of the business of VoiceStream.                                         

SECTION 7.7 Covenants with Respect to Holding Company.                

    (a) Holding Company will not issue any stock as compensation for
     services in connection with the Transactions or take any other action which
     may cause such Transactions not to qualify as an exchange under Section 351
of the Code.                                                          

        (b) Holding Company will retain the VoiceStream and Omnipoint shares
     following the Transactions and Holding Company will not liquidate Omnipoint
 or VoiceStream or otherwise dispose of such shares unless it obtains an
opinion of counsel to the effect that such liquidation                

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 or disposition will not cause the Transactions to fail to qualify as an
exchange under Section 351 of the Code.                               

         (c) Holding Company will not take any action, or cause VoiceStream or
Omnipoint to take any action, which may cause the Transactions not to 
qualify as an exchange under Section 351 of the Code.                 

   SECTION 7.8 Registration Rights. Not later than 15 days after the Closing
Date, Holding Company shall prepare and file with the SEC a registration        
statement (the "Affiliate Registration Statement") on Form S-1, S-3, if the     
Holding Company is eligible to use such form, or any other filing form which    
Holding Company shall deem appropriate, with respect to the sale of the shares  
of Holding Company Common Stock to be held by any "affiliate" (as such term is  
defined under Rule 145 of the 1933 Act) (and their limited partners) of either  
Omnipoint or VoiceStream immediately following the Effective Time (the          
"Affiliate Shares"). Holding Company shall take all reasonable steps necessary  
to ensure that the Affiliate Registration Statement does not, as of its         
effective date, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the          
statements therein not misleading. Holding Company shall use its best efforts to
have the Affiliate Registration Statement declared effective as soon as         
practicable after the Closing Date and shall keep the Affiliate Registration    
Statement effective subject to appropriate "blackout" periods and other         
exceptions and limitations as the Board of Directors of Holding Company         
determines in good faith to be customary and appropriate until the earlier of   
(i) one year after its effective date, (ii) all Affiliate Shares have been sold 
thereunder, or (iii) all Affiliate Shares may be sold without registration under
the 1933 Act.                                                                   

ARTICLE 8 

COVENANTS OF VOICESTREAM AND OMNIPOINT

Each of the parties hereto agree that:                                

SECTION 8.1 Best Efforts.                                             

          (a) Subject to the terms and conditions of this Agreement, each of the
     parties will use its reasonable best efforts to promptly (i) take, or cause
to be taken, all actions and to do, or cause to be done, all things   
 necessary, proper or advisable under applicable laws and regulations to
     consummate the Transactions as soon as practicable, including preparing and
     filing as promptly as practicable all documentation to effect all necessary
filings, notices, petitions, statements, registrations, submissions of
     information, applications and other documents, and (ii) obtain and maintain
   all approvals, consents, registrations, permits, authorizations and other
confirmations required to be obtained from any third party (including 
consents of the FAA and other Governmental Bodies) that are necessary,
    proper or advisable to consummate the Transactions. In connection with the
    foregoing, Omnipoint will cooperate with and assist VoiceStream, and, with
   respect to matters that are within Omnipoint's power or control, will use
  its best efforts to promptly (i) take, or cause to be taken, all actions
   and to do, or cause to be done, all things necessary, proper or advisable
 under applicable laws and regulations to consummate the Transactions as
soon as practicable, including preparing and filing as promptly as    
 practicable all documentation to effect all necessary filings, notices,
petitions, statements, registrations, submissions of information,     
   applications and other documents, (ii) obtain and maintain all approvals,
  consents, registrations, permits, authorizations and other confirmations
    required to be obtained from any third party that are necessary, proper or
   advisable to consummate the Transactions; provided, however, no member of
  the VoiceStream Group or any VoiceStream Subsidiary shall be required to
     divest or hold separate or otherwise take or commit to take any action that
    limits its freedom of action with respect to (or Holding Company's ability
to retain)                                                            

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any member of the Omnipoint Group or any Omnipoint Investment or any  
material portion of the assets of the VoiceStream Group or any of the 
 VoiceStream Group's business, product lines, or assets of the Omnipoint
Group, (iii) consummate the CIRI Transactions, and (iv) consummate the
   Hutchison Transaction. At VoiceStream's request, Omnipoint will commit to
and implement any divestiture, hold separate or similar transaction or
    action with respect to any asset or business of the Omnipoint Group or any
Omnipoint Investment, which commitment and implementation may, at     
   Omnipoint's option, be conditioned upon 4nd effective as of the Effective
   Time. Subject to applicable laws relating to the exchange of information,
     VoiceStream and Omnipoint shall have the right to review in advance, and to
   the extent practicable to consult with each other on, all the information
   relating to any member of the Omnipoint Group or any Omnipoint Investment
or any member of the VoiceStream Group or VoiceStream Investment, as  
applicable, that appears in any filing made with, or written materials
    submitted to, any third party and/or any Governmental Bodies in connection
with the Transactions.                                                

      (b) As promptly as practicable after the execution and delivery of
 this Agreement, VoiceStream and Omnipoint shall prepare all appropriate
     applications for FCC approval, and such other documents as may be required,
 with respect to the transfer of control of Omnipoint and VoiceStream to
    Holding Company (collectively, the "FCC Applications"). Not later than the
tenth business day following execution and delivery of this Agreement,
  Omnipoint and VoiceStream will exchange with each other their respective
  completed portions of the FCC Applications. Not later than the fifteenth
Business Day following the execution and delivery of this Agreement,  
Omnipoint and VoiceStream shall file, or cause to be filed, the FCC   
    Applications. If the Effective Time shall not have occurred for any reason
  within any applicable initial consummation period, and neither Omnipoint
  nor VoiceStream shall have terminated this Agreement pursuant to Section
10.1, VoiceStream and Omnipoint shall jointly request one or more     
    extensions of the consummation period of such grant. No party hereto shall
 knowingly take, or fail to take, any action if the intent or reasonably
   anticipated consequence of such action or failure to act is, or would be,
 to cause the FCC not to grant approval of the FCC Applications or delay
either such approval or the consummation of the transfer of control of
    Omnipoint. VoiceStream and Omnipoint shall each pay one-half ( 1/2) of any
FCC fees, if applicable, in connection with the filing or granting of 
   approval of the FCC Applications. Each of VoiceStream and Omnipoint shall
     bear its own expenses in connection with the preparation and prosecution of
the FCC Applications. VoiceStream and Omnipoint shall each use all    
     reasonable efforts to prosecute the FCC Applications in good faith and with
  due diligence before the FCC and in connection therewith shall take such
    action or actions as may be necessary or reasonably required in connection
   with the FCC Applications, including furnishing to the FCC any documents,
     materials or other information requested by the FCC in order to obtain such
FCC approval as expeditiously as practicable.                         

         (c) Promptly after the date hereof, VoiceStream and Omnipoint (as may
   be required pursuant to the HSR Act) will complete all documents required
     to be filed with the Federal Trade Commission and the Department of Justice
  in order to comply with the HSR Act and, not later than 10 Business Days
   after the date hereof, together with the Persons who are required to join
in such filings, shall file the same with the appropriate Governmental
 Bodies. VoiceStream and Omnipoint shall each pay one-half ( 1/2) of any
    fees that may be payable in connection with the filing pursuant to the HSR
Act. VoiceStream, and Omnipoint shall promptly furnish all materials  
   thereafter required by any of the Governmental Bodies having jurisdiction
     over such filings, and shall take all reasonable actions and shall file and
use all reasonable efforts to have declared effective or approved all 
  documents and notifications with any such Governmental Bodies, as may be
required under the HSR Act or other federal antitrust laws for the    
  consummation of the Transactions and any other transactions contemplated
hereby.                                                               

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  (d) In addition to the filings required by the HSR Act and the
  Communications Act, the Parties shall (i) as promptly as possible and in
any event within 15 days after the date hereof file with any other    
    applicable Governmental Bodies (including, but not limited to the FAA) the
applications and related documents required to be filed by such       
Governmental Bodies (and prosecute diligently any such applications,  
including providing such information as such Governmental Bodies may  
     reasonably request) in order to consummate the Transactions, (ii) cooperate
with each other as may reasonably be requested in connection with the 
  foregoing, and (iii) otherwise use their best efforts to obtain promptly
  the requested consent and approval of the applications by any applicable
Governmental Bodies. VoiceStream and Omnipoint shall each pay one half
 ( 1/2) of all filing or other Governmental Body filing or grant fees in
     connection with the applications requesting its consent to the consummation
of the Transactions.                                                  

 SECTION 8.2 Registration Statement and Proxy Statement. VoiceStream and
Omnipoint shall cooperate and promptly prepare and file with the SEC as soon as 
practicable a Registration Statement on Form S-4 (the "Form S-4") under the 1933
Act, with respect to the Holding Company Common Stock issuable in the Mergers, a
portion of which Registration Statement shall also serve as the joint proxy     
statement with respect to the meetings of stockholders of Omnipoint and of      
VoiceStream in connection with the Transactions (the "Proxy                     
Statement/Prospectus"). The respective parties shall cause the Proxy            
Statement/Prospectus and the Form S-4 to comply as to form in all material      
respects with the applicable provisions of the 1933 Act, the 1934 Act and the   
rules and regulations thereunder. VoiceStream shall use all reasonable efforts, 
and Omnipoint shall cooperate with VoiceStream, to have the Form S-4 declared   
effective by the SEC as promptly as practicable and to keep the Form S-4        
effective as long as is necessary to consummate the Transactions. VoiceStream   
shall, as promptly as practicable, provide copies of any written comments       
received from the SEC with respect to the Form S-4 to Omnipoint and advise      
Omnipoint of any verbal comments with respect to the Form S-4 received from the 
SEC. VoiceStream shall use its best efforts to obtain, prior to the effective   
date of the Form S-4, all necessary state securities laws or "Blue Sky" permits 
or approvals required to carry out the Transactions and shall pay all expenses  
incident thereto. VoiceStream agrees that the Proxy Statement/Prospectus and    
each amendment or supplement thereto at the time of mailing thereof and at the  
time of the respective meetings of stockholders of Omnipoint and VoiceStream,   
or, in the case of the Form S-4 and each amendment or supplement thereto, at the
time it is filed or becomes effective, shall not include an untrue statement of 
a material fact or omit to state a material fact required to be stated therein  
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the foregoing     
shall not apply to the extent that any such untrue statement of a material fact 
or omission to state a material fact was made by VoiceStream in reliance upon   
and in conformity with written information concerning Omnipoint furnished to    
VoiceStream by Omnipoint specifically for use in the Proxy Statement/Prospectus.
Omnipoint agrees that the written information concerning Omnipoint provided by  
it for inclusion in the Proxy Statement/Prospectus and each amendment or        
supplement thereto, at the time of mailing thereof and at the time of the       
respective meetings of stockholders of Omnipoint and VoiceStream, or, in the    
case of written information concerning Omnipoint provided by Omnipoint for      
inclusion in the Form S-4 or any amendment or supplement thereto, at the time it
is filed or becomes effective, shall not include an untrue statement of a       
material fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading. No amendment or supplement to the Proxy   
Statement/Prospectus shall be made by VoiceStream or Omnipoint without the      
approval of the other party. VoiceStream shall advise Omnipoint, promptly after 
it receives notice thereof, of the time when the Form S-4 has become effective  
or any supplement or amendment has been filed, the issuance of any stop order,  
the suspension of the qualification of VoiceStream Common Stock issuable in     
connection with the Transactions for offering or sale in any jurisdiction, or   
any request by the SEC for amendment of the Proxy Statement/                    

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Prospectus or the Form S-4 or comments thereon and responses thereto or requests
by the SEC for additional information.                                          

   SECTION 8.3 Public Announcements. So long as this Agreement is in effect,
Omnipoint and VoiceStream will consult with each other before issuing any press 
release or making any public statement with respect to the Transactions and     
except as may be required by applicable law or any listing agreement with any   
national securities exchange, will not issue any such press release or make any 
such public statement without the prior consent of the other party, which       
consent shall not be unreasonably withheld or delayed. Notwithstanding the      
foregoing, any such press release or public statement as may be required by     
applicable law or any listing agreement with any national securities exchange or
NASDAQ may be issued without such consent, if the party making such release or  
statement has used its reasonable efforts to consult with the other party.      

SECTION 8.4 Further Assurances. At and after the Effective Time, the  
officers and directors of Holding Company will be authorized to execute and     
deliver, in the name and on behalf of Omnipoint or VoiceStream, any deeds, bills
of sale, assignments or assurances and to take and do, in the name and on behalf
of Omnipoint or VoiceStream, any other actions and things to vest, perfect or   
confirm of record in Holding Company any and all right, title and interest in,  
to and under any of the rights, properties or assets of Omnipoint or VoiceStream
acquired or to be acquired by Holding Company as a result of, or in connection  
with, the Transactions.                                                         

  SECTION 8.5 Notices of Certain Events. Each of Omnipoint and VoiceStream
shall promptly notify the other of:                                             

       (a) any notice or other communication from any Person alleging that
 the consent of such Person is or may be required in connection with the
Transactions;                                                         

       (b) any notice or other communication from any Governmental Body in
connection with the Transactions;                                     

          (c) the occurrence, or non-occurrence, of any event the occurrence, or
non-occurrence, of which would be reasonably expected to cause any    
    representation or warranty made by it and contained herein to be untrue or
     inaccurate in any material respect at any time during the period commencing
 on the date hereof and ending at the Effective Time; provided, however,
that the delivery of any notice pursuant to this Section 8.5 shall not
 limit or otherwise affect the remedies available hereunder to the party
receiving such notice;                                                

         (d) any failure of such party to comply with or satisfy any covenant,
  condition or agreement to be complied with or satisfied by it hereunder;
     provided, however, that the delivery of any notice pursuant to this Section
     8.5 shall not limit or otherwise affect the remedies available hereunder to
the party receiving such notice;                                      

 (e) any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against such party which, if
 pending on the date of this Agreement, would have been required to have
been disclosed pursuant to Section 4.13, in the case of Omnipoint, or 
Section 5.13, in the case of VoiceStream, or which relate to the      
consummation of the Transactions; and                                 

          (f) any event, condition or state of facts which could have a Material
Adverse Effect on such party.                                         

 SECTION 8.6 Tax-free Treatment. Prior to the Effective Time, each party
shall use its best efforts to cause (i) the VoiceStream Merger to qualify as a  
reorganization described in Section 368(a) of the Code and/or as an exchange    
described in Section 351 of the Code and (ii) the Omnipoint Merger, taken       
together with the VoiceStream Merger and the Hutchison Transaction, to qualify  
as an exchange described in Section 351 of the Code, to obtain the opinions of  
counsel                                                                         
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referred to in Sections 9.2(b), 9.2(c) and 9.3(b), including the execution of   
the letters of representation referred to therein, and will not take any action 
reasonably likely to cause the Mergers not to so qualify.                       

SECTION 8.7 Affiliates. Within 30 days following the date of this     
Agreement, Omnipoint shall deliver to VoiceStream a letter identifying all known
Persons who may be deemed "affiliates" of Omnipoint under Rule 145 of the 1933  
Act (a "Omnipoint Rule 145 Affiliate"). Omnipoint shall use its best efforts to 
obtain a written agreement from each Omnipoint Rule 145 Affiliate as soon as    
practicable and, in any event, at least 30 days prior to the Effective Time,    
substantially in the form of Exhibit B hereto. Holding Company shall be entitled
to place legends as specified in such Omnipoint Rule 145 Affiliate letters on   
the certificates evidencing any Holding Company Common Stock to be received by  
such Affiliates pursuant to the terms of this Agreement, and to issue           
appropriate stop transfer instructions to the transfer agent for the Holding    
Company Common Stock, consistent with the terms of such Affiliate letters.      

SECTION 8.8 Stockholders' Meeting.                                    

      (a) Each of Omnipoint and VoiceStream shall cause a meeting of its
respective stockholders (the "Omnipoint Stockholders' Meeting" and the
 "VoiceStream Stockholders' Meeting" respectively) to be duly called and
 held as soon as reasonably practicable for the purpose of voting on the
  approval and adoption of (i) in the case of VoiceStream, this Agreement,
     the VoiceStream Merger Agreement and the VoiceStream Merger and (ii) in the
   case of Omnipoint, this Agreement, the Omnipoint Merger Agreement and the
    Omnipoint Merger. In connection with each party's respective meeting, each
    party will, (i) subject to Section 8.8(b), use its reasonable best efforts
to obtain such approvals from its respective stockholders and (ii)    
  otherwise comply with all legal requirements applicable to such meeting.

      (b) Except as provided below, the Board of Directors of each party
     shall unanimously recommend approval and adoption of this Agreement and the
   Transactions by its respective stockholders and VoiceStream and Omnipoint
shall each take all lawful action to solicit such approval, including 
timely mailing of the Proxy Statement/Prospectus. Omnipoint shall be  
  permitted to withdraw, or modify in a manner adverse to VoiceStream, its
    recommendation to its stockholders, but only if (i) the Board of Directors
     of Omnipoint determines in good faith by majority vote, on the basis of the
advice of Omnipoint's outside counsel that it must take such action in
    order for the Board of Directors to comply with its fiduciary duties under
     applicable Delaware Law, (ii) Omnipoint shall have delivered to VoiceStream
three business days' prior written notice advising Voicestream that it
intends to take such action and Omnipoint's Board of Directors has    
considered any proposed changes to this Agreement (if any) proposed by
VoiceStream and (iii) Omnipoint has fully and completely complied with
 Sections 6.2 and 8.5. Unless this Agreement is previously terminated in
   accordance with Article 10, each party shall submit this Agreement to its
stockholders at the meeting required to be called and held pursuant to
   Section 8.8(a), even if such party's Board of Directors determines at any
 time after the date hereof that it is no longer advisable or recommends
that its stockholders reject it.                                      

SECTION 8.9 Conduct of Business by Holding Company and the Merger     
Subsidiaries Pending the Mergers. Prior to the Effective Time, the parties shall
cause Holding Company and the Merger Subsidiaries to (a) perform their          
respective obligations under this Agreement and the Merger Agreements in        
accordance with the terms hereof and thereof and take all other actions         
necessary or appropriate for the consummation of the Transactions, (b) not incur
directly or indirectly any liabilities or obligations except those incurred in  
connection with the consummation of this Agreement, the Merger Agreements and   
the Transactions (c) not engage directly or indirectly in any business or       
activities of any type or kind whatsoever and not enter into any agreements or  
arrangements with any person or entity, or be subject to or be bound by any     
obligation or undertaking                                                       

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which is not contemplated by this Agreement or the Merger Agreements and (d) not
create, grant or suffer to exist any Lien upon their respective properties or   
assets which would attach to any properties or assets of VoiceStream or         
Omnipoint after the Effective Time.                                             

ARTICLE 9 

CONDITIONS TO THE MERGER

     SECTION 9.1 Conditions to the Obligations of Each Party. The obligations of
Omnipoint, Holding Company and VoiceStream to consummate the Transactions are   
subject to the satisfaction of the following conditions:                        

      (a) the Omnipoint Stockholders' Approval shall have been obtained;

       (b) any applicable waiting period under the HSR Act relating to the
Transactions shall have expired or been terminated;                   

         (c) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the    
Transactions;                                                         

      (d) the shares of Holding Company Common Stock to be issued in the
     Transactions shall have been approved for listing on the NASDAQ, subject to
official notice of issuance;                                          

    (e) all Governmental Consents shall have been obtained and be in
effect, and be subject to no limitations, conditions, restrictions or 
    obligations, except for such consents the failure to obtain would not, and
such limitations, conditions, restrictions or obligation as would not,
individually or in the aggregate, be reasonably expected to have a    
   Omnipoint Material Adverse Effect or VoiceStream Material Adverse Effect;

       (f) no court, arbitrator or Governmental Body shall have issued any
   order, and there shall not be any statute, rule or regulation restraining
   or prohibiting the effective operation of the business of VoiceStream and
  the VoiceStream Subsidiaries or Omnipoint and the Omnipoint Subsidiaries
after the Effective Time that would be reasonably expected to have a  
 VoiceStream Material Adverse Effect or Omnipoint Material Averse Effect
(after giving effect to the Transactions);                            

      (g) the CIRI Transactions shall have been consummated prior to the
Effective Time;                                                       

        (h) the VoiceStream Stockholders' Approval shall have been obtained;

          (i) the Form S-4 shall have become effective and shall be effective at
    the Effective Time, and no stop order suspending effectiveness of the Form
     S-4 shall have been issued, no action, suit, proceeding or investigation by
    the SEC to suspend the effectiveness thereof shall have been initiated and
be continuing, or, to the knowledge of VoiceStream or Omnipoint,      
threatened, and all necessary approvals under state securities laws   
   relating to the issuance or trading of Holding Company Common Stock to be
    issued to Omnipoint stockholders in connection with the Transactions shall
have been received;                                                   

       (j) the Hutchison Transaction shall be consummated on, or prior to,
the Effective Time; and                                               

     (k) the FCC Consent shall have become a Final Order and shall not
contain any conditions with respect to Omnipoint or VoiceStream, which
  conditions would have a VoiceStream Material Adverse Effect or Omnipoint
Material Adverse Effect.                                              

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   SECTION 9.2 Conditions to the Obligations of VoiceStream. The obligations
of VoiceStream to consummate the Transactions are subject to the satisfaction of
the following further conditions:                                               

          (a) (i) Omnipoint shall have performed in all material respects all of
     its obligations hereunder required to be performed by it at or prior to the
Effective Time, (ii) the representations and warranties of Omnipoint  
contained in this Agreement and in any certificate or other writing   
     delivered by Omnipoint pursuant hereto, disregarding all qualifications and
exceptions contained therein relating to materiality or a Omnipoint   
    Material Adverse Effect or any similar standard or qualification, shall be
   true and correct at and as of the Effective Time, as if made at and as of
  such time (other than representations or warranties that address matters
     only as of a certain date which shall be true and correct as of such date),
  with only such exceptions as, individually or in the aggregate, have not
had and would not be reasonably expected to have a Omnipoint Material 
 Adverse Effect, and (iii) VoiceStream shall have received a certificate
signed by an executive officer of Omnipoint to the foregoing effect;  

        (b) VoiceStream shall have received an opinion of Jones Day, in form
and substance reasonably satisfactory to VoiceStream on the basis of  
  certain facts, representations and assumptions set forth in the opinion,
    dated the Closing Date, to the effect that (i) the VoiceStream Merger will
     be treated for federal income tax purposes as a reorganization described in
   Section 368(a) of the Code, and (ii) each of VoiceStream, Holding Company
   and, in the case of a reorganization described in Section 368(a)(2)(E) of
  the Code, Merger Sub A, will be a party to the reorganization within the
meaning of Section 368(b) of the Code; or to the effect that the      
VoiceStream Merger will be treated as a transfer of property by the   
VoiceStream stockholders, other than holders of Dissenting Shares, to 
    Holding Company described in Section 351(a) of the Code. In rendering such
    opinion, such counsel shall be entitled to rely upon certain documentation
     including representations of officers of VoiceStream and Holding Company in
substantially the same form as Exhibits C and D;                      

        (c) VoiceStream shall have received an opinion of Jones Day, in form
and substance reasonably satisfactory to VoiceStream on the basis of  
  certain facts, representations and assumptions set forth in the opinion,
dated the Closing Date, to the effect that the Transactions should not
    cause the spinoff of VoiceStream on May 3, 1999 (the "Spinoff") to fail to
  be a transaction described in Section 355(a) of the Code with respect to
    the shareholders of Western. In rendering such opinion, such counsel shall
   be entitled to rely upon certain documentation, including representations
of officers of VoiceStream;                                           

        (d) no Default Event shall occur, or shall reasonably be expected to
occur, as a result of the consummation of the Transactions;           

        (e) VoiceStream shall have received an opinion of regulatory counsel
of Omnipoint, dated the Effective Time, containing the items listed on
Exhibit E;                                                            

          (f) VoiceStream shall have received an opinion of corporate counsel to
Omnipoint in form and substance reasonably acceptable to VoiceStream; 

(g) no more than 10% of the shares of Omnipoint Common Stock
 outstanding immediately prior to the Effective Time shall be Dissenting
Shares; and                                                           

  (h) no more than 10% of the shares of VoiceStream Common Stock
 outstanding immediately prior to the Effective Time shall be Dissenting
Shares.                                                               

    SECTION 9.3 Conditions to the Obligations of Omnipoint. The obligations of
Omnipoint to consummate the Transactions are subject to the satisfaction of the 
following further conditions:                                                   

        (a) VoiceStream shall have performed in all material respects all of
     its obligations hereunder required to be performed by it at or prior to the
Effective Time;                                                       
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         (b) Omnipoint shall have received the opinion of Piper Marbury, based
upon reasonable requested representation letters and dated the Closing
Date, to the effect that (i) the Omnipoint Merger will be treated as a
    transfer of property to Holding Company by the holders of Omnipoint Common
     Stock described in Section 351(a) or Section 351(b) of the Code and (ii) no
gain or loss will be recognized for federal income tax purposes by    
   Omnipoint in connection with the Transactions. In rendering such opinion,
     such counsel shall be entitled to rely upon certain documentation including
   representations of officers of Omnipoint, VoiceStream and Holding Company
and of 5% or greater shareholders of Omnipoint and VoiceStream, in    
substantially the same form as Exhibits F-1 through F-5.              

      (c) the representations and warranties of VoiceStream contained in
this Agreement and in any certificate or other writing delivered by   
     VoiceStream pursuant hereto, disregarding all qualifications and exceptions
   contained therein relating to materiality or VoiceStream Material Adverse
    Effect or any similar standard or qualification shall be true at and as of
the Effective Time as if made at and as of such time (other than      
  representations and warranties that address matters only as of a certain
   date, which shall be true as of such date), with only such exceptions as,
    individually or in the aggregate, have not had and would not be reasonably
expected to have a VoiceStream Material Adverse Effect;               

         (d) Omnipoint shall have received an opinion of regulatory counsel to
VoiceStream, dated the Effective Time, containing the items listed on 
Exhibit G;                                                            

          (e) Omnipoint shall have received a certificate signed by an executive
  officer of VoiceStream certifying as to the matters set forth in (a) and
(c);                                                                  

        (f) Omnipoint shall have received an opinion of corporate counsel to
   VoiceStream in form and substance reasonably acceptable to Omnipoint; and

    (g) VoiceStream shall not have agreed to any modification of the
   exchange rights agreement with the Cook Entities which would increase the
number of shares of Holding Company Common Stock issuable to the Cook 
    Entities upon exercise of their exchange rights which they received in the
CIRI Transactions.                                                    

 Notwithstanding anything contained to the contrary in Section 9.3(c) or
anywhere else in this Agreement, VoiceStream may enter into any Subsequent      
Transaction, and neither any changes of any representation or warranty of       
VoiceStream contained in this Agreement as a result of any Subsequent           
Transaction, nor any amendments or exceptions to the VoiceStream Disclosure     
Schedule resulting from or related to any Subsequent Transaction, shall result  
in a failure of the conditions set forth in Section 9.3(c); provided, in each   
case, that any such Subsequent Transaction would not, or would reasonably not be
expected to prevent, impair or materially delay the ability of Omnipoint or     
VoiceStream to consummate the Transactions.                                     

ARTICLE 10

TERMINATION 

SECTION 10.1 Termination. This Agreement may be terminated and the    
Transactions may be abandoned at any time prior to the Effective Time           
(notwithstanding any approval of this Agreement by the stockholders of Omnipoint
or of VoiceStream):                                                             

 (a) by mutual written agreement of Omnipoint and VoiceStream;

(b) by either Omnipoint or VoiceStream, if:                 

           (i) the Transactions have not been consummated on or before March
     31, 2000 (the "End Date"); provided that if (A)(x) the Effective Time
has not occurred by March 31,                                   

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   2000 by reason of the non-satisfaction of any of the conditions set
 forth in Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d), 9.1(e), 9.1(f),
 9.1(g), 9.1(i), 9.1(j) and 9.1(k) and (y) all other conditions in
       Article 9 have theretofore been satisfied or waived or are then capable
       of being promptly satisfied then, either party may, upon written notice
    to the other party given on or before March 31, 2000, extend the End
        Date to June 30, 2000; provided further that the right to terminate this
       Agreement pursuant to this Section 10.1(b)(i) shall not be available to
        any party whose breach of any provision of this Agreement results in the
 failure of the Transactions to be consummated by the End Date; or

  (ii) (A) there shall be any law or regulation that makes
       consummation of the Transactions illegal or otherwise prohibited or (B)
any judgment, injunction, order or decree of any court or other 
       Governmental Body having competent jurisdiction enjoining Omnipoint and
  VoiceStream from consummating the Transactions is entered and such
 judgment, injunction, order or decree shall have become final and
non-appealable;                                                 

(c) by VoiceStream, if:                                     

      (i) the Board of Directors of Omnipoint shall have failed to
       recommend or withdrawn, or modified in a manner adverse to VoiceStream,
      its approval or recommendation of this Agreement and the Transactions,
   or shall have failed to call the Omnipoint Stockholders' Meeting in
      accordance with Section 8.8(a) (or the Board of Directors of Omnipoint
resolves to do any of the foregoing);                           

            (ii) Omnipoint shall have willfully and materially breached any of
its obligations under Sections 8.8(b) or 6.2; or                

             (iii) Omnipoint Stockholders' Approval shall not have been obtained
at the Omnipoint Stockholders' Meeting (or any adjournment or   
postponement thereof);                                          

    (iv) a breach of any representation, warranty, covenant or
    agreement on the part of Omnipoint set forth in this Agreement shall
        have occurred that would cause the condition set forth in Section 9.2(a)
   not to be satisfied, and such condition shall be incapable of being
satisfied by the End Date; or                                   

(d) by Omnipoint, if:                                       

        (i) the Board of Directors of VoiceStream shall have failed to
       recommend or withdrawn, or modified in a manner adverse to VoiceStream,
      its approval or recommendation of this Agreement and the Transactions,
     or shall have failed to call the VoiceStream Stockholders' Meeting in
        accordance with Section 8.8(a) (or the Board of Directors of VoiceStream
resolves to do any of the foregoing);                           

           (ii) VoiceStream shall have willfully and materially breached any
of its obligations under Sections 8.8(b);                       

      (iii) VoiceStream Stockholders' Approval shall not have been
        obtained at the VoiceStream Stockholders' Meeting (or any adjournment or
postponement thereof); or                                       

    (iv) a breach of any representation, warranty, covenant or
      agreement on the part of VoiceStream set forth in this Agreement shall
        have occurred that would cause the condition set forth in Section 9.3(a)
     and (c) not to be satisfied, and such condition shall be incapable of
being satisfied by the End Date.                                

   The party desiring to terminate this Agreement pursuant to this
    Section 10.1 (other than pursuant to Section 10.1(a)) shall give notice of
such termination to the other party.                                  

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SECTION 10.2 Effect of Termination. If this Agreement is terminated   
pursuant to Section 10.1, this Agreement shall become void and of no effect     
without liability, except as set forth in Section 10.3, of any party (or any    
stockholder, director, officer, employee, agent, consultant or representative of
such party) to the other parties hereto, except that the agreements contained in
this Section 10.2 and in the Confidentiality Agreement shall survive the        
termination hereof and (b) no such termination shall relieve any party of any   
liability or damages resulting from any breach by such party of this Agreement. 

SECTION 10.3 Fees and Expenses.                                       

    (a) Except as otherwise provided in this Section 10.3 or Section
   8.1(c), all costs and expenses incurred in connection with this Agreement
  shall be paid by the party incurring such cost or expense whether or not
   the Transactions are consummated; provided that Omnipoint and VoiceStream
shall share equally all fees and expenses, other than attorneys' and  
accounting fees and expenses, incurred in relation to the printing and
     filing of the Proxy Statement/Prospectus and except as set forth on Section
8.1(c).                                                               

         (b) If this Agreement is terminated pursuant to Section 10.1(c)(i) or
   Section 10.1(c)(ii), Omnipoint shall pay to VoiceStream a termination fee
of $70,000,000 in cash (the "Termination Fee").                       

(c) If (A) this Agreement is terminated pursuant to Section 
10.1(c)(iii), (B) after the date hereof and prior to the Omnipoint    
Stockholders' Meeting, an Acquisition Proposal is made or continued or
renewed by any Person and not withdrawn prior to such meeting and (C) 
within one year of the Omnipoint Stockholders' Meeting, either (1)    
  Omnipoint or any Omnipoint Subsidiary enters into an agreement with such
Person with respect to an Acquisition Proposal which provides for (x) 
     transfer or issuance of securities representing more than 50% of the equity
or voting interests in Omnipoint, (y) a merger, consolidation,        
   recapitalization or another transaction resulting in the issuance of cash
 or securities of such Person (other than a reincorporation or a holding
     company merger that results in the Omnipoint stockholders owning all of the
     equity interests in the surviving corporation) to Omnipoint stockholders in
    exchange for more than 50% of the equity or voting interests in Omnipoint,
   or (z) transfer of assets, securities or ownership interests representing
    more than 50% of the consolidated assets or earning power of the Omnipoint
    Group, or (2) any Person or Group commences a tender offer that results in
    the acquisition by the Person making the tender offer of a majority of the
Omnipoint Common Stock, then Omnipoint shall pay to VoiceStream the   
Termination Fee.                                                      

        (d) Any payment of the Termination Fee pursuant to this Section 10.3
   shall be made within one Business Day after termination of this Agreement
    except that any payment of the Termination Fee pursuant to Section 10.3(c)
     shall be paid within one Business Day after it becomes payable. Any payment
of the Termination Fee shall be made by wire transfer of immediately  
     available funds. If one party fails to pay to the other promptly any fee or
     expense due hereunder (including the Termination Fee), the defaulting party
 shall pay the costs and expenses (including legal fees and expenses) in
 connection with any action, including the prosecution of any lawsuit or
     other legal action, taken to collect payment, together with interest on the
   amount of any unpaid fee at the publicly announced prime rate of The Bank
     of New York in New York City from the date such fee was required to be paid
to the date it is paid.                                               

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ARTICLE 11

MISCELLANEOUS 

     SECTION 11.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and shall
be given,                                                                       

if to VoiceStream or Holding Company, to:                       

3650 131 Avenue SE                                        
Bellevue, Washington 98006                                
Attention: Alan R. Bender, Esq.                           
Fax: (425) 586-8080                                       

with a copy to:                                                 

Friedman Kaplan & Seiler LLP                              
875 Third Avenue                                          
New York, New York 10022                                  
Attention: Barry A. Adelman, Esq.                         
Fax: (212) 355-6401                                       

if to Omnipoint, to:                                            
Omnipoint Corporation                                     
Three Bethesda Metro Center                               
Suite 400                                                 
Bethesda, Maryland 20814                                  
Attention: Doug G. Smith                                  
Fax: (301) 951-3591                                       

with copies to:                                                 
Piper & Marbury L.L.P.                                    
1200 Nineteenth Street, N.W.                              
Washington, D.C. 20036                                    
Attention: Edwin M. Martin, Jr., Esq.                     
Fax: (202) 233-2085                                       

or such other address or facsimile number as such party may hereafter specify   
for the purpose by notice to the other parties hereto. All such notices,        
requests and other communications shall be deemed received on the date of       
receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, 
in the place of receipt. Otherwise, any such notice, request or communication   
shall be deemed not to have been received until the next succeeding Business Day
in the place of receipt.                                                        

SECTION 11.2 Reliance on Representations. Notwithstanding any         
investigation, knowledge or review made at any time by or on behalf of any party
hereto, the parties acknowledge and agree that all representations and          
warranties contained in this Agreement, or in the Exhibits or in any of the     
documents, certification or agreements delivered in connection therewith are    
being relied upon as a material inducement to enter into this Agreement and the 
Transactions.                                                                   

SECTION 11.3 Survival of Representations and Warranties. The          
representations and warranties contained herein and in any certificate or other 
writing delivered pursuant hereto shall not survive the Effective Time or,      
except as provided under Section 10.2 of this Agreement, the termination of this
Agreement.                                                                      

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SECTION 11.4 Amendments; No Waivers.                                  

         (a) Subject to applicable law, any provision of this Agreement may be
amended or waived prior to the Effective Time if, but only if, such   
amendment or waiver is in writing and is signed, in the case of an    
    amendment, by each party to this Agreement or, in the case of a waiver, by
     each party against whom the waiver is to be effective; provided that, after
  the adoption of this Agreement by the stockholders of Omnipoint, no such
  amendment or waiver shall be made or given that requires the approval of
 the stockholders of Omnipoint unless the required approval is obtained.

          (b) No failure or delay by any party in exercising any right, power or
    privilege hereunder shall operate as a waiver thereof nor shall any single
    or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any 
rights or remedies provided by law.                                   

     SECTION 11.5 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their        
respective successors and assigns; provided that no party may assign, delegate  
or otherwise transfer any of its rights or obligations under this Agreement     
without the consent of each other party hereto.                                 

SECTION 11.6 Governing Law. This Agreement shall be governed by and   
construed in accordance with the laws of the State of Delaware, without regard  
to the conflicts of law rules of such state.                                    

SECTION 11.7 Jurisdiction. Any suit, action or proceeding seeking to  
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the Transactions shall be brought in any federal court  
located in the State of Delaware or any Delaware state court, and each of the   
parties hereby consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding  
and irrevocably waives, to the fullest extent permitted by law, any objection   
that it may now or hereafter have to the laying of the venue of any such suit,  
action or proceeding in any such court or that any such suit, action or         
proceeding brought in any such court has been brought in an inconvenient forum. 
Process in any such suit, action or proceeding may be served on any party       
anywhere in the world, whether within or without the jurisdiction of any such   
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 11.1 shall be deemed effective service of  
process on such party.                                                          

SECTION 11.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY  
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING   
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.                

   SECTION 11.9 Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same   
effect as if the signatures thereto and hereto were upon the same instrument.   
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. No provision of  
this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.                                              

SECTION 11.10 Entire Agreement; No Third Party Beneficiaries. This    
Agreement, together with the Confidentiality Agreement, constitutes the entire  
agreement between the parties with respect to the subject matter of this        
Agreement and supersedes all prior agreements and understandings, both oral and 
written, between the parties with respect to the subject matter of this         
Agreement. Except as                                                            

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set forth in Sections 7.2 and 7.4 above, this Agreement is not intended to      
confer upon any Person other than the parties hereto any rights or remedies.    

     SECTION 11.11 Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation       
hereof.                                                                         

     SECTION 11.12 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other         
authority to be invalid, void or unenforceable, the remainder of the terms,     
provisions, covenants and restrictions of this Agreement shall remain in full   
force and effect and shall in no way be affected, impaired or invalidated so    
long as the economic or legal substance of the Transactions is not affected in  
any manner materially adverse to any party. Upon such a determination, the      
parties shall negotiate in good faith to modify this Agreement so as to effect  
the original intent of the parties as closely as possible in an acceptable      
manner so that the Transactions be consummated as originally contemplated to the
fullest extent possible.                                                        

SECTION 11.13 Specific Performance. The parties hereto agree that     
irreparable damage would occur if any provision of this Agreement were not      
performed in accordance with the terms hereof and that the parties shall be     
entitled to an injunction or injunctions to prevent breaches of this Agreement  
or to enforce specifically the performance of the terms and provisions hereof in
any federal court located in the State of Delaware or any Delaware state court, 
in addition to any other remedy to which they are entitled at law or in equity. 

  SECTION 11.14 Schedules. Each of Omnipoint and VoiceStream has set forth
information in its respective Disclosure Schedule in a section thereof that     
corresponds to the section of this Agreement to which it relates. A matter set  
forth in one section of the Disclosure Schedules must be set forth in any other 
relevant section of the Disclosure Schedule irrespective of its relevance to the
latter section of the Disclosure Schedule or section of the Agreement being     
apparent on the face of the information disclosed in the Disclosure Schedule.   
The fact that any item of information is disclosed in a Disclosure Schedule to  
this Agreement shall not be construed to mean that such information is required 
to be disclosed by this Agreement. Such information and the dollar thresholds   
set forth herein shall not be used as a basis for interpreting the terms        
"material" or "Material Adverse Effect" or other similar terms in this Agreement
except as otherwise expressly set forth in such Disclosure Schedules.           

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year    
first above written.                                                            

                                    VOICESTREAM WIRELESS CORPORATION

                                By:      /s/ JOHN W. STANTON
                                            ------------------------------------
                                 Name: John W. Stanton
                            Title:  Chairman

                         OMNIPOINT CORPORATION

                                By:     /s/ DOUGLAS G. SMITH
                                            ------------------------------------
                                Name: Douglas G. Smith
                                           Title:  Chairman, President & CEO

                                VOICESTREAM WIRELESS HOLDING
               CORPORATION

                               By:      /s/ DONALD GUTHRIE
                                            ------------------------------------
                              Name: Donald Guthrie
                               Title:  Vice Chairman

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                                                                  EXECUTION COPY

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this    
"Amendment"), dated as of December 30, 1999, is by and among VoiceStream        
Wireless Corporation, a Washington corporation ("VoiceStream"), VoiceStream     
Wireless Holding Corporation, a Delaware corporation ("Holding Company") and    
Omnipoint Corporation, a Delaware corporation ( "Omnipoint"). All capitalized   
terms used herein without definition have the meanings ascribed to them in the  
Reorganization Agreement referred to below.                                     

WHEREAS, VoiceStream, Holding Company and Omnipoint entered into an   
Agreement and Plan of Reorganization, dated as of June 23, 1999 (the            
"Reorganization Agreement"); and                                                

WHEREAS, the parties wish to amend the Reorganization Agreement on the
terms provided herein.                                                          

NOW, THEREFORE, in consideration of the mutual promises and covenants 
herein contained and for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereby agree as       
follows:                                                                        

1. All references to "Omnipoint Preferred Stock" in the Reorganization
Agreement shall be replaced with "Omnipoint 7% Preferred Stock".                

2. The following definition shall be added to Section 1.1 of the      
Reorganization Agreement after the definition of "Delaware Law":                

        "East/West Conversion Ratio" shall have the meaning ascribed to the term
 Conversion Ratio in the Agreement and Plan of Merger, dated as of
        October 22, 1999, by and between Omnipoint and East/West Communications,
Inc., a Delaware corporation."                                  

3. The following definition shall be added to Section 1.1 of the      
Reorganization Agreement after the definition of "Omnipoint Non-Voting          
Convertible Preferred Stock":                                                   

"Omnipoint Series E Preferred Stock" means Omnipoint's Series E 
Preferred Stock, par value $0.01 per share."                    

4. The definition of "Piper Marbury" contained in Section 1.1 of the  
Reorganization Agreement shall be replaced in its entirety by the following:    

"Piper Marbury" means Piper Marbury Rudnick & Wolfe, L.L.P.     

   5. The following paragraph shall be added as paragraph (f) to Section 3.6
of the Reorganization Agreement:                                                

     "(f) Omnipoint Series E Preferred Stock. From and after the Effective
      Time, each share of Omnipoint Series E Preferred Stock, which shall be
       outstanding as of the Effective Time, shall be converted into the right
        to receive (A) .825 shares of Holding Company Common Stock plus $8.00 in
cash, multiplied by (B) the East/West Conversion Ratio."        

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6. The following section shall be added as Section 2.5A of the        
Reorganization Agreement:                                                       

       "2.5A The Certificate of Merger to be filed in respect of the Omnipoint
    Merger shall contain such provisions as may be mutually agreeable to
VoiceStream and Omnipoint to give effect to the following:      

           (a) Each share of Omnipoint 7% Preferred Stock shall be given one
      vote for each share of Omnipoint Common Stock into which such share of
       Omnipoint 7% Preferred Stock is convertible with respect to any and all
      matters presented to the stockholders of Omnipoint for their action or
     consideration. The holders of Omnipoint 7% Preferred Stock shall vote
      together as a single class with the holders of shares of the Omnipoint
  Common Stock and any other class of stock entitled to vote on such
matters and not as a separate class.                            

            (b) Each share of Omnipoint Non-Voting Convertible Preferred Stock
     shall be given seven-tenths of one vote (which votes may be cumulated
        with all other votes of Omnipoint Non-Voting Convertible Preferred Stock
        to form whole votes) for each share of Omnipoint Common Stock into which
 such share of Omnipoint Non-Voting Convertible Preferred Stock is
convertible with respect to any and all matters presented to the
      stockholders of Omnipoint for their action or consideration, and shall
 vote together as a single class with the holders of shares of the
       Omnipoint Common Stock and any other class of stock entitled to vote on
such matters and not as a separate class."                      

7. The words "a majority" in the first sentence of Section 5.26 of the
Reorganization Agreement shall be replaced by the words "two-thirds".           

    8. The first sentence of Section 9.3(b) of the Reorganization Agreement is
amended to be replaced in its entirety as follows:                              

       "Omnipoint shall have received the opinion of Piper Marbury, based upon
      reasonable requested representation letters dated the Closing Date, to
  the effect that (i) the receipt of Holding Company Common Stock by
       holders of Omnipoint Common Stock pursuant to the Omnipoint Merger will
       be treated as described in Section 351 of the Code, and (ii) no gain or
       loss will be recognized for federal income tax purposes by Omnipoint in
connection with the Omnipoint Merger."                          

9. The last sentence of the description of the anticipated transaction
between Siemens Information and Communication Networks, Inc. in Section 6.1.A.1 
of the Omnipoint Disclosure Schedule is replaced in its entirety by the         
following sentence:                                                             

     "Total consideration for the stock disposition is to be approximately
      $45 million, of which approximately $5 million will be used to buy out
     the outstanding options to purchase the stock of Omnipoint Technology
Holdings, Inc. and for bonuses to employees of that entity's    
subsidiaries."                                                  

10. Other than as set forth above, no other provisions of the         
Reorganization Agreement are amended by this Amendment. The Reorganization      
Agreement, including the amendments set forth above, will continue in full force
and effect on and after the date hereof.                                        

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IN WITNESS WHEREOF, the parties have executed and entered into this   
Amendment as of the date first set forth above.                                 

                                    VOICESTREAM WIRELESS CORPORATION

                          By: /s/ Donald Guthrie
                                            ------------------------------------
                                Name: Donald Guthrie
                                Title: Vice Chairman

                         OMNIPOINT CORPORATION

                            By: /s/ Douglas G. Smith
                                            ------------------------------------
                                  Name: Douglas G. Smith
                                            Title: Chairman, President & CEO

                                VOICESTREAM WIRELESS HOLDING
               CORPORATION

                          By: /s/ Donald Guthrie
                                            ------------------------------------
                                Name: Donald Guthrie
                                Title: Vice Chairman

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                                                                         ANNEX B

[OPINION OF GOLDMAN, SACHS & CO. (OMNIPOINT REORGANIZATION)]

PERSONAL AND CONFIDENTIAL                                                       

June 23, 1999                                                                   

Board of Directors                                                              
VoiceStream Wireless Corporation                                                
3650 131st Avenue SE                                                            
Suite 400                                                                       
Bellevue, WA 98006                                                              

Gentlemen:                                                                      

     You have requested our opinion as to the fairness from a financial point of
view to VoiceStream Wireless Corporation ("VoiceStream") of the Merger          
Consideration (as defined below) to be paid by VoiceStream under the Agreement  
and Plan of Reorganization (the "Agreement"), dated as of June 23, 1999, among  
VoiceStream, VoiceStream Wireless Holding Corporation (the "Holding Company")   
and Omnipoint Corporation ("Omnipoint"), which provides for the merger of       
VoiceStream Subsidiary I, a to be formed wholly-owned subsidiary of Holding     
Company, with and into VoiceStream and the merger of VoiceStream Subsidiary II, 
a to be formed wholly-owned subsidiary of Holding Company, with and into        
Omnipoint in which, as more fully set forth in the Agreement, (x) each          
outstanding share of common stock, par value $0.01 per share ("Omnipoint Common 
Stock"), of Omnipoint will be converted into the right to receive, at the       
election of the holder of such share and subject to certain procedures and      
limitations contained in the Agreement, (i) cash in an amount equal to the sum  
of (A) the average closing price (calculated on a weighted average based upon   
the volume of shares traded on each day) (the "Closing Date Market Price") for  
each share of VoiceStream common stock, no par value (the "VoiceStream Common   
Stock"), during the period of the fifteen most recent trading days ending on the
business day prior to the Effective Time (as defined in the Agreement)          
multiplied by 0.825 and (B) $8.00, (ii) a number of shares of Holding Company   
common stock, par value $0.001 per share ("Holding Company Common Stock"), equal
to the sum of (A) 0.825 and (B) $8.00 divided by the Closing Date Market Price  
or (iii) (A) 0.825 of a share of Holding Company Common Stock and (B) $8.00 (the
"Merger Consideration") and (y) each outstanding share of VoiceStream Common    
Stock will be converted into the right to receive one share of Holding Company  
Common Stock.                                                                   

Goldman, Sachs & Co., as part of its investment banking business, is  
continually engaged in the valuation of businesses and their securities in      
connection with mergers and acquisitions, negotiated underwritings, competitive 
biddings, secondary distributions of listed and unlisted securities, private    
placements and valuations for estate, corporate and other purposes. We are      
familiar with VoiceStream, having provided certain investment banking services  
to VoiceStream and its former parent, Western Wireless Corporation ("Western"), 
from time to time, including having acted as lead manager in the initial public 
offering of 11 million shares of common stock, no par value (the "Western Common
Stock"), of Western in May 1996; having acted as lead manager in the public     
offering of $200 million aggregate principal amount of 10.5% senior subordinated
notes due June 2006, of Western in May 1996; having acted as lead manager in the
private offering of $200 million aggregate principal amount of 10.5% senior     
subordinated notes due February 2007, of Western in                             

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October 1996; and having acted as lead manager in the public offering of 12.1   
million shares of Western Common Stock in April 1998; having acted as Western's 
financial advisor in connection with the sale of 19.9% of the outstanding shares
of VoiceStream Common Stock to Hutchison Telecommunications PCS (USA) Limited   
("Hutchison") in February 1998; and having acted as VoiceStream's financial     
advisor in connection with, and having participated in certain of the           
negotiations leading to, the Agreement. Investment funds affiliated with        
Goldman, Sachs & Co. have a principal investment in VoiceStream in the amount of
9,730,208 shares of VoiceStream Common Stock and have the right to designate a  
nominee for election to VoiceStream's Board of Directors. Terrence O'Toole, a   
Managing Director of Goldman, Sachs & Co., is a director of VoiceStream. In     
addition, Goldman Sachs Credit Partners, L.P., an affiliate of Goldman, Sachs & 
Co., has offered to be Lead Arranger and Syndication Agent of a $3 billion      
credit facility (the "Facility") in connection with the Merger, and has offered 
a commitment to fully underwrite the Facility. In addition, we have provided    
certain investment banking services to Omnipoint from time to time, including   
having acted as co-manager in the public offering of 6 million shares of        
Omnipoint Common Stock in June 1996; having acted as co-manager in the private  
offering of $250 million aggregate principal amount of 11.625% senior notes due 
August 2006 in August 1996; and having acted as co-manager in the private       
offering of $200 million aggregate principal amount of 11.625% senior notes due 
August 2006 in November 1996. Goldman, Sachs & Co. provides a full range of     
financial advisory and securities services and, in the course of its normal     
trading activities, may from time to time effect transactions and hold          
securities, including derivative securities, of VoiceStream and Omnipoint for   
its own account and for the accounts of customers. As of June 17, 1999, Goldman,
Sachs & Co. had a long position of $46.4 million of Omnipoint funded bank loans;
a net long position of $7.1 million of Omnipoint unfunded bank loans; a net     
short position of 214,627 shares of Omnipoint Common Stock; a short position of 
40,000 call options on Omnipoint Common Stock at an exercise price of $15.00; a 
long position of 100,000 put options on Omnipoint Common Stock at an exercise   
price of $5.00; a long position of $16.5 million face value of Omnipoint        
convertible preferred stock; and a net short position of $2.0 million aggregate 
principal amount of Omnipoint 11.625% senior notes due August 2006. As of the   
same date and in addition to the principal investment referred to above,        
Goldman, Sachs & Co. had a long position of $8.5 million of VoiceStream bank    
loans.                                                                          

    In connection with this opinion, we have reviewed, among other things, the
Agreement; the Securities Purchase Agreement dated June 23, 1999 among          
Omnipoint, VoiceStream and Hutchison; the Stock Subscription Agreement dated    
June 23, 1999 among Hutchison, Hutchison Telecommunications Limited and Holding 
Company; Registration Statement on Form 10 of VoiceStream dated April 13, 1999; 
Annual Reports to Stockholders and Annual Reports on Form 10-K of Western for   
the three years ended December 31, 1998; Annual Reports to Stockholders and     
Annual Reports on Form 10-K of Omnipoint for the three years ended December 31, 
1998; certain interim reports to stockholders and Quarterly Reports on Form 10-Q
of VoiceStream, Western and Omnipoint; certain other communications from        
VoiceStream, Western and Omnipoint to their respective stockholders; certain    
internal financial analyses and forecasts for VoiceStream prepared by the       
management of VoiceStream, certain financial analyses and forecasts for         
Omnipoint prepared by the management of VoiceStream, and certain internal       
financial analyses and forecasts for Omnipoint prepared by the management of    
Omnipoint (collectively, the "Forecasts"). We also have held discussions with   
members of senior management of VoiceStream and Omnipoint regarding the         
strategic rationale for, and the potential benefits of, the transactions        
contemplated by the Agreement and the past and current business operations,     
financial condition and future prospects of their respective companies. In      
addition, we have reviewed the reported price and trading activity for the      
VoiceStream Common Stock and Omnipoint Common Stock, compared certain financial 
and stock market information for VoiceStream and Omnipoint with similar         
information for certain other companies the securities of which are publicly    
traded, reviewed the financial terms of certain recent business combinations in 
the                                                                             

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U.S. wireless communications industry specifically and in other industries      
generally and performed such other studies and analyses as we considered        
appropriate.                                                                    

   We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us and have assumed such accuracy and         
completeness for purposes of rendering this opinion. In this regard, we have    
assumed with your consent that the Forecasts have been reasonably prepared on a 
basis reflecting the best currently available estimates and judgments of        
VoiceStream and Omnipoint, as the case may be. In addition, we have not made an 
independent evaluation or appraisal of the assets and liabilities of VoiceStream
or Omnipoint or any of their subsidiaries and we have not been furnished with   
any such evaluation or appraisal. We have also taken into account the Company's 
view as to the possible tax consequences of the transactions contemplated by the
Agreement as described to us by the Company. We have assumed that all material  
governmental, regulatory or other consents and approvals necessary for the      
consummation of the transaction contemplated by the Agreement will be obtained  
without any adverse effect on VoiceStream or Omnipoint or on the contemplated   
benefits of the transactions contemplated by the Agreement. Our advisory        
services and the opinion expressed herein are provided for the information and  
assistance of the Board of Directors of VoiceStream in connection with its      
consideration of the transactions contemplated by the Agreement and such opinion
does not constitute a recommendation as to how any holder of shares of          
VoiceStream Common Stock should vote with respect to such transactions.         

   Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the Merger
Consideration to be paid by VoiceStream pursuant to the Agreement is fair from a
financial point of view to VoiceStream.                                         

                     Very truly yours,

                          (GOLDMAN, SACHS & CO.)

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[OPINION OF LEHMAN BROTHERS (OMNIPOINT REORGANIZATION)] 

                                                                         ANNEX C

                                                                   June 23, 1999

Board of Directors                                                              
Omnipoint Corporation                                                           
3 Bethesda Metro Center                                                         
Suite 400                                                                       
Bethesda, MD 20814                                                              

Members of the Board:                                                           

We understand that Omnipoint Corporation ("Omnipoint"), VoiceStream   
Wireless Corporation ("VoiceStream"), VoiceStream Acquisition Corp. ("VAC"), a  
newly-formed Washington company, and a wholly-owned subsidiary of Newco,        
Omnipoint Acquisition Corp. ("OAC"), a Delaware corporation and a wholly-owned  
subsidiary of Newco, and VoiceStream Holding Company ("Newco", and together with
Omnipoint, VoiceStream, VAC and OAC, the "Companies") intend to enter into an   
Agreement and Plan of Merger to be dated June 23, 1999 (the "Merger Agreement") 
pursuant to which, among other things, (i) VAC will merge with VoiceStream with 
VoiceStream surviving as a subsidiary of Newco, and (ii) OAC will merge with    
Omnipoint with Omnipoint surviving as a subsidiary of Newco (together, the      
"Merger"). Upon effectiveness of the Merger, each outstanding share of common   
stock of Omnipoint will be exchanged into, at the election of each stockholder  
of Omnipoint: (i) 0.825 shares of common stock of Newco ("Newco Common Stock")  
and $8.00 in cash; or (ii) cash equal to 0.825 multiplied by the VoiceStream    
Price (as defined below) plus $8.00 (subject to proration); or (iii) a number of
shares of Newco Common Stock equal to 0.825, plus $8.00 divided by the          
VoiceStream Price (subject to proration) (the "Proposed Transaction").          
"VoiceStream Price" means the daily volume-weighted price per share of          
VoiceStream Common Stock averaged over the 15-trading-day period ending on the  
fifth business day prior to the effective date of the Merger. We further        
understand that (i) each share of convertible preferred stock of Omnipoint, when
converted by the holders thereof, will be exchangeable into shares of Newco     
Common Stock and cash on an as-converted basis and (ii) each option or warrant  
convertible into common stock of Omnipoint will be assumed by Newco and         
converted to an option or warrant convertible into Newco Common Stock at an     
exchange ratio of 0.825, plus $8.00 divided by the VoiceStream Price.           

   Concurrent with the Merger, Omnipoint will contribute certain assets to a
newly-formed joint venture, 51% owned by Cook Inlet Region, Inc. ("Cook Inlet"),
a corporation with current interests in two other joint ventures with           
VoiceStream, and 49% owned by Omnipoint. In consideration for the licenses      
transferred by Omnipoint to Cook Inlet, Cook Inlet will contribute approximately
$75 million to the partnership to acquire its 51% stake therein (the "Cook Inlet
Contribution"). In addition, upon the execution of the Merger Agreement,        
VoiceStream and Hutchison Whampoa ("Hutchison"), a Hong Kong-based property and 
telecom company with a 24% ownership stake in VoiceStream, have each agreed to  
invest approximately $102.5 million in Omnipoint in the form of a convertible   
preferred security (the "Initial Interim Investment"). VoiceStream and Hutchison
also have agreed to jointly invest an additional $95 million in Omnipoint on    
October 1, 1999 on the same terms and conditions and in the same proportion as  
the initial $205 million investment (the "Subsequent Interim Investment" and,   
together with the Initial Interim Investment, the "Interim Investment").        
Hutchison also has agreed to invest an additional $807 million in Newco upon the
effectiveness of the Merger (the "Hutchison Investment"). The Hutchison         
Investment will be a combination of 6.1 million shares of Newco Common Stock at 
$29 per share and $426.1 million in a 40-year junior convertible security with a
dividend rate of 2.2%, payable in kind, and with a conversion price of $29.     

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The amount invested in each security will be dependent on the amount of the     
convertible security required to keep Hutchison's equity interest in Newco at no
more than 19.9% of the fully diluted number of shares of Newco Common Stock. The
terms and conditions of the Proposed Transaction are set forth in more detail in
the Merger Agreement.                                                           

     We have been requested by the Board of Directors of Omnipoint to render our
opinion with respect to the fairness, from a financial point of view, to        
Omnipoint's stockholders of the consideration to be offered to such stockholders
in the Proposed Transaction. We have not been requested to opine as to, and our 
opinion does not in any manner address, Omnipoint's underlying business decision
to proceed with or effect the Proposed Transaction nor the fairness (i) to      
Omnipoint of the terms of the Interim Investment or (ii) to Newco of the terms  
of the Cook Inlet Contribution or the Hutchison Investment.                     

In arriving at our opinion, we reviewed and analyzed:(1) the Merger   
Agreement and the specific terms of the Proposed Transaction, (2) publicly      
available information concerning Omnipoint and VoiceStream that we believe to be
relevant to our analysis, including Form 10-Ks for the fiscal year ended        
December 31, 1998 and 10-Qs for the quarter ended March 31, 1999, (3) financial 
and operating information with respect to the businesses, operations and        
prospects of Omnipoint and VoiceStream furnished to us by Omnipoint and         
Voicestream, respectively, (4) a trading history of Omnipoint's common stock    
from June 17, 1998 to the present and a comparison of that trading history with 
those of other companies that we deemed relevant, (5) a trading history of the  
VoiceStream's common stock from May 3, 1999 (the date VoiceStream's common stock
first began to trade independently from Western Wireless Corporation, a         
predecessor company) to the present and a comparison of that trading history    
with those of other companies that we deemed relevant, (5) a comparison of the  
historical financial and operating results and present financial condition of   
Omnipoint with those of other companies that we deemed relevant, (6) a          
comparison of the historical financial and operating results and present        
financial condition of VoiceStream with those of other companies that we deemed 
relevant, (7) a comparison of the financial terms of the Proposed Transaction   
with the financial terms of certain other recent transactions that we deemed    
relevant, (8) third party research analysts' estimates, valuation analyses,     
target prices and investment considerations for Omnipoint and VoiceStream, (9)  
the terms of the Cook Inlet Contribution, (10) the terms of the Hutchison       
Investment, (11) Omnipoint's current cash flow forecast and limited cash        
position, its ability to meet its liquidity requirements in the future and the  
potential alternatives available to Omnipoint to fund such requirements, (12)   
the results of Lehman Brothers' efforts to secure a strategic equity investor   
for Omnipoint and Omnipoint's negotiations with selected potential equity       
investors, and (13) the terms of the Interim Investment and a comparison of such
terms with the terms of investments by other potential sources of equity        
available to Omnipoint. In addition, we have had discussions with the respective
managements of Omnipoint and VoiceStream concerning their businesses,           
operations, assets, financial condition and prospects and have undertaken such  
other studies, analyses and investigations as we deemed appropriate.            

  In arriving at our opinion, we have assumed and relied upon the accuracy
and completeness of the financial and other information used by us without      
assuming any responsibility for independent verification of such information and
have further relied upon the assurances of management of Omnipoint that they are
not aware of any facts or circumstances that would make such information        
inaccurate or misleading. With respect to the financial projections of          
Omnipoint, upon advice of Omnipoint we have assumed that such projections have  
been reasonably prepared on a basis reflecting the best currently available     
estimates and judgments of the management of Omnipoint as to the future         
financial performance of Omnipoint. With respect to the financial projections of
VoiceStream, upon advice of VoiceStream we have assumed that such projections   
have been reasonably prepared on a basis reflecting the best currently available
estimates and judgments of the management of VoiceStream as to the future       
financial performance of VoiceStream and that VoiceStream will                  

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perform substantially in accordance with such projections. In arriving at our   
opinion, we have not conducted a physical inspection of the properties and      
facilities of Omnipoint and have not made or obtained any evaluations or        
appraisals of the assets or liabilities of Omnipoint. Upon advice of Omnipoint  
and its legal and accounting advisors, we have assumed that the exchange of     
shares Common Stock of Omnipoint pursuant to the Merger will be pursuant to     
Section 351 of the Internal Revenue Code of 1986, as amended, and therefore will
be tax free to the stockholders of Omnipoint who receive only Newco Common Stock
in exchange for their shares of common stock of Omnipoint. Our opinion          
necessarily is based upon market, economic and other conditions as they exist   
on, and can be evaluated as of, the date of this letter.                        

In addition, we express no opinion as to the prices at which shares of
Newco Common Stock actually will trade following consummation of the Merger and 
this opinion should not be viewed as providing any assurance that the market    
value of the Newco Common Stock to be held by shareholders of Omnipoint after   
the Merger will be in excess of the market value of the shares of Omnipoint     
owned by such shareholders at any time prior to announcement or consummation of 
the Proposed Transaction.                                                       

  Based upon and subject to the foregoing, we are of the opinion as of the
date hereof that, from a financial point of view, the consideration to be       
offered to the stockholders of Omnipoint in the Proposed Transaction is fair to 
such stockholders.                                                              

We have acted as financial advisor to Omnipoint in connection with the
Proposed Transaction and will receive a fee for our services which is contingent
upon the consummation of the Proposed Transaction. In addition, Omnipoint has   
agreed to indemnify us for certain liabilities that may arise out of the        
rendering of this opinion. In the ordinary course of our business, we actively  
trade in the debt and equity securities of Omnipoint for our own account and for
the accounts of our customers and, accordingly, may at any time hold a long or  
short position in such securities.                                              

This opinion is for the use and benefit of the Board of Directors of  
Omnipoint and is rendered to the Board of Directors in connection with its      
consideration of the Proposed Transaction. This opinion is not intended to be   
and does not constitute a recommendation to any stockholder of Omnipoint as to  
how such stockholders should vote with respect to the Proposed Transaction or,  
with respect to the consideration to be offered to the stockholders of Omnipoint
in the Proposed Transaction, which of the cash and stock alternatives such      
stockholders should elect.                                                      

                     Very truly yours,

                   LEHMAN BROTHERS

                             By: /s/ PERRY HOFFMEISTER
                                            ------------------------------------
                             Managing Director

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                                                                         ANNEX D

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF SEPTEMBER 17, 1999

AMONG 

VOICESTREAM WIRELESS CORPORATION

VOICESTREAM WIRELESS HOLDING CORPORATION

VOICESTREAM SUBSIDIARY III CORPORATION

AERIAL COMMUNICATIONS, INC. 

AND 

TELEPHONE AND DATA SYSTEMS, INC.

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                               PAGE 
                                                                               -----
                                                                                    
Article I -- The Reorganization...............................................   D-2
Section 1.0       The Reorganization..........................................   D-2
  Section 1.1     The Merger..................................................   D-3
  Section 1.2     Closing.....................................................   D-3
  Section 1.3     Effective Time..............................................   D-3
  Section 1.4     Effects of the Merger.......................................   D-4
  Section 1.5     Restated Certificate of Incorporation and By-laws; Officers       
                  and Directors...............................................   D-4

Article II -- Effect of the Merger on the Stock of the Constituent                  
  Corporations; Surrender of                                                        
  Certificates................................................................      
                                                                                 D-4
  Section 2.1     Effect on Stock.............................................   D-4
  Section 2.2     Surrender of Certificates...................................   D-6

Article III -- Representations and Warranties of the Company..................   D-9
  Section 3.1     Organization................................................   D-9
  Section 3.2     Subsidiaries................................................   D-9
  Section 3.3     Capital Structure...........................................   D-9
  Section 3.4     Authority...................................................  D-10
  Section 3.5     Consents and Approvals; No Violations.......................  D-10
  Section 3.6     SEC Documents and Other Reports.............................  D-11
  Section 3.7     Absence of Material Adverse Change..........................  D-11
  Section 3.8     Information Supplied........................................  D-12
  Section 3.9     Permits; Compliance with Laws...............................  D-12
  Section 3.10    Tax Matters.................................................  D-13
  Section 3.11    Liabilities.................................................  D-14
  Section 3.12    Benefit Plans; Employees and Employment Practices...........  D-14
  Section 3.13    Litigation..................................................  D-16
  Section 3.14    Environmental Matters.......................................  D-16
  Section 3.15    Section 203 of DGCL.........................................  D-17
  Section 3.16    Intellectual Property.......................................  D-17
  Section 3.17    Opinion of Financial Advisor................................  D-18
  Section 3.18    Brokers.....................................................  D-18
  Section 3.19    Tax Status..................................................  D-18
  Section 3.20    Contracts...................................................  D-18
  Section 3.21    Vote Required...............................................  D-19
  Section 3.22    Transactions with Affiliates................................  D-19

Article IV -- Representations and Warranties of Parent and Sub................  D-19
  Section 4.1     Organization................................................  D-19
  Section 4.2     Ownership of Merger Subs....................................  D-19
  Section 4.3     Capital Structure...........................................  D-19
  Section 4.4     Authority...................................................  D-20
  Section 4.5     Consents and Approvals; No Violations.......................  D-20
  Section 4.6     SEC Documents and Other Reports.............................  D-21
  Section 4.7     Absence of Material Adverse Change..........................  D-21
  Section 4.8     Information Supplied........................................  D-22
  Section 4.9     Permits; Compliance with Laws...............................  D-22
  Section 4.10    Tax Matters.................................................  D-23

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                                                                [Download Table]

                                                                               PAGE 
                                                                               -----
                                                                                    
Section 4.11      Liabilities.................................................  D-23
  Section 4.12    Litigation..................................................  D-24
  Section 4.13    State Takeover Statutes.....................................  D-24
  Section 4.14    Brokers.....................................................  D-24
  Section 4.15    Tax Status..................................................  D-24
  Section 4.16    Interim Operations of Sub...................................  D-24
  Section 4.17    Vote Required...............................................  D-24
  Section 4.18    Transactions with Affiliates................................  D-24
  Section 4.19    Opinion of Goldman, Sachs & Co. ............................  D-24

Article V -- Covenants Relating to Conduct of Business........................  D-25
  Section 5.1     Conduct of Business by the Company Pending the                    
                  Reorganization..............................................  D-25
  Section 5.2     Conduct of Business by Parent Pending the Reorganization....  D-26
  Section 5.3     No Solicitation.............................................  D-27
  Section 5.4     Third Party Standstill Agreements...........................  D-28
  Section 5.5     Disclosure of Certain Matters; Delivery of Certain                
                  Filings.....................................................  D-28
  Section 5.6     Tax Status..................................................  D-28

Article VI -- Additional Agreements...........................................  D-28
  Section 6.1     Employee Benefits...........................................  D-28
  Section 6.2     Options; Restricted Stock Awards............................  D-30
  Section 6.3     Company Stockholders Meeting................................  D-30
  Section 6.4     Preparation of the Registration Statement and Joint Proxy         
                  Statement...................................................  D-31
  Section 6.5     Comfort Letters.............................................  D-32
  Section 6.6     Access to Information.......................................  D-32
  Section 6.7     Compliance with the Securities Act..........................  D-32
  Section 6.8     Stock Exchange Listings.....................................  D-33
  Section 6.9     Fees and Expenses...........................................  D-33
  Section 6.10    Public Announcements........................................  D-33
  Section 6.11    Real Estate Transfer Tax....................................  D-33
  Section 6.12    State Takeover Laws.........................................  D-33
  Section 6.13    Indemnification; Directors and Officers Insurance...........  D-34
  Section 6.14    Best Efforts................................................  D-35
  Section 6.15    Certain Litigation..........................................  D-36
  Section 6.16    Transition Services Agreement...............................  D-36
  Section 6.17    Registration Rights Agreement...............................  D-36
  Section 6.18    Investor Claim..............................................  D-37
  Section 6.19    Intercompany Service Agreements.............................  D-37
  Section 6.20    Revolving Credit Agreement..................................  D-37
  Section 6.21    Series A and B Notes........................................  D-37
  Section 6.22    Nokia Credit Agreement......................................  D-38
  Section 6.23    Intercompany Accounts.......................................  D-38
  Section 6.24    Tax Allocation Agreement and Tax Settlement Agreement.......  D-38
  Section 6.25    Parent Stockholder Voting Agreement.........................  D-38
  Section 6.26    Agreements Regarding Taxes..................................  D-38

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                                                                [Download Table]

                                                                               PAGE 
                                                                               -----
                                                                                    
Article VII -- Conditions Precedent...........................................  D-41
  Section 7.1     Conditions to Each Party's Obligation to Effect the               
                  Reorganization..............................................  D-41
  Section 7.2     Conditions to Obligation of the Company to Effect the             
                  Reorganization..............................................  D-42
  Section 7.3     Conditions to Obligations of Parent and Merger Sub C to           
                  Effect the Reorganization...................................  D-44

Article VIII -- Termination and Amendment.....................................  D-46
  Section 8.1     Termination.................................................  D-46
  Section 8.2     Effect of Termination.......................................  D-47
  Section 8.3     Amendment...................................................  D-47
  Section 8.4     Extension; Waiver...........................................  D-47

Article IX -- General Provisions..............................................  D-47
  Section 9.1     Non-Survival of Representations and Warranties and                
                  Agreements..................................................  D-47
  Section 9.2     Notices.....................................................  D-47
  Section 9.3     Interpretation; Definitions.................................  D-48
  Section 9.4     Counterparts................................................  D-57
  Section 9.5     Entire Agreement; No Third-Party Beneficiaries..............  D-57
  Section 9.6     Governing Law...............................................  D-58
  Section 9.7     Assignment..................................................  D-58
  Section 9.8     Severability................................................  D-58
  Section 9.9     Enforcement of this Agreement...............................  D-58
  Section 9.10    Obligations of Subsidiaries.................................  D-58
  Section 9.11    Reliance on Representations.................................  D-58

ANNEX A -- RESTATED CERTIFICATE OF INCORPORATION                                    

ANNEX B -- COMPANY'S RESTATED BYLAWS                                                

ANNEX C -- TRANSITION SERVICES AGREEMENT                                            

ANNEX D -- STOCKHOLDER AGREEMENT                                                    

ANNEX E -- INDEMNITY AGREEMENT                                                      

ANNEX F -- DEBT/EQUITY REPLACEMENT AGREEMENT                                        

ANNEX G -- PARENT STOCKHOLDER AGREEMENT                                             

ANNEX H -- INVESTOR AGREEMENT                                                       

ANNEX I -- FORM OF PARENT FCC COUNSEL OPINION                                       

ANNEX J -- FORM OF PRESTON GATES & ELLIS LLP OPINION                                

ANNEX K -- FORM OF COMPANY FCC COUNSEL OPINION                                      

ANNEX L -- FORM OF SIDLEY & AUSTIN OPINION                                          

ANNEX M -- TAX CERTIFICATES                                                         

ANNEX N -- TAX CERTIFICATES                                                         

ANNEX O -- STOCKHOLDER TAX CERTIFICATE                                              

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AGREEMENT AND PLAN OF REORGANIZATION

    AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 17, 1999 (this
"Agreement") among VoiceStream Wireless Corporation, a Washington corporation   
("VoiceStream"), VoiceStream Wireless Holding Corporation, a Delaware           
corporation ("Holding"), (VoiceStream and Holding are collectively referred to  
herein as "Parent" as explained below) VoiceStream Subsidiary III Corporation, a
Delaware corporation ("Merger Sub C"), which shall be a wholly owned direct     
subsidiary of Holding as of the Effective Time, Aerial Communications, Inc., a  
Delaware corporation (the "Company") (Merger Sub C and the Company being        
hereinafter collectively referred to as the "Constituent Corporations"), and    
Telephone and Data Systems, Inc., a Delaware corporation ("Series A             
Stockholder"). Except as otherwise set forth herein, capitalized (and certain   
other) terms used herein shall have the meanings set forth in Section 9.3.      

WITNESSETH: 

WHEREAS, VoiceStream, Holding and Omnipoint Corporation, a Delaware   
corporation ("Omnipoint"), have entered into an Agreement and Plan of           
Reorganization dated as of June 23, 1999 (the "Omnipoint Agreement") providing  
for, among other things, the merger of a subsidiary of Holding ("Merger Sub A") 
into VoiceStream (the "VoiceStream Merger"), and the merger of another          
subsidiary of Holding ("Merger Sub B") into Omnipoint (the "Omnipoint           
Merger")(the VoiceStream Merger, the Omnipoint Merger and the other transactions
contemplated by the Omnipoint Agreement are herein referred to as the "Omnipoint
Reorganization");                                                               

  WHEREAS, the reorganization provided herein (the "Reorganization") shall
include the merger (the "Merger") of Merger Sub C with and into the Company and,
if applicable, the other transactions described below;                          

WHEREAS, if the Omnipoint Reorganization is consummated prior to the  
consummation of the transactions contemplated by this Agreement, and the other  
conditions to the Reorganization specified in Article VII are satisfied or      
waived, in the Reorganization, Holding shall be Parent and shall acquire all of 
the common stock of the Company through the Merger, in which case the Merger    
will occur as part of and concurrently with or promptly after the Omnipoint     
Reorganization;                                                                 

  WHEREAS, if the transactions contemplated by the Omnipoint Agreement are
terminated or not consummated by the Omnipoint End Date (as defined herein), and
the other conditions to the Reorganization specified in Article VII are         
satisfied or waived by the Omnipoint End Date, in the Reorganization, Holding   
shall be Parent and shall concurrently acquire (i) all of the common stock of   
the Company through the Merger and (ii) all of the common stock of VoiceStream  
through the VoiceStream Merger;                                                 

     WHEREAS, the respective Boards of Directors of VoiceStream, Holding, Merger
Sub C and the Company have approved and declared advisable the Reorganization,  
upon the terms and subject to the conditions herein set forth whereby each      
issued and outstanding Series A Common Share, $1.00 par value, of the Company   
("Company Series A Common Shares") and each issued and outstanding Common Share,
$1.00 par value of the Company ("Company Common Shares" and together with the   
Company Series A Common Shares, "Company Common Stock"), other than shares of   
Company Common Stock owned directly or indirectly by Parent or the Company, will
be converted into shares of Common Stock, $0.001 par value, of Parent ("Parent  
Common Stock") or, to the extent provided herein, cash;                         

     WHEREAS, the respective Boards of Directors of VoiceStream, Holding and the
Company have determined that the Reorganization is in furtherance of and        
consistent with their respective long-term business strategies and is fair to   
and in the best interests of their respective stockholders;                     

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WHEREAS, for federal income tax purposes, it is intended that the     
Reorganization shall qualify as a reorganization within the meaning of Section  
368(a) of the United States Internal Revenue Code of 1986, as amended (the      
"Code"), and/or as an exchange described in Section 351(a) of the Code;         

    WHEREAS, VoiceStream, Holding, Merger Sub C and the Company desire to make
certain representations, warranties, covenants and agreements in connection with
the Reorganization and also to prescribe various conditions to the              
Reorganization.                                                                 

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,      
VoiceStream, Holding, Merger Sub C and the Company hereby agree as follows:     

ARTICLE I 

THE REORGANIZATION

     SECTION 1.0 The Reorganization. (a) Holding has caused Merger Sub A, Merger
Sub B and Merger Sub C to be organized for the purposes of effectuating the     
Omnipoint Merger, the VoiceStream Merger, and the Merger. Merger Sub A, Merger  
Sub B and Merger Sub C are collectively referred to as "Merger Subs".           

 (b) If the Omnipoint Reorganization is consummated by the Omnipoint End
Date, the Merger shall occur as specified herein as part of and concurrently    
with or promptly after the Omnipoint Reorganization.                            

(c) If the transactions contemplated by the Omnipoint Agreement are   
terminated or not consummated by the Omnipoint End Date and the other conditions
to the Reorganization specified in Article VII are satisfied or waived by the   
Omnipoint End Date, Holding shall concurrently acquire (i) all of the common    
stock of the Company through the Merger as specified herein, and (ii) all of the
common stock of VoiceStream through the VoiceStream Merger as specified in this 
Section 1.0(c). In such event, pursuant to Articles of Merger and a Plan of     
Merger, in a form to be mutually agreed upon by VoiceStream and the Company     
(sometimes hereinafter referred to collectively as the "Merger Document" or     
"Merger Documents"), upon the terms and subject to the conditions set forth in  
this Agreement and in the Merger Documents:                                     

        (i) In the VoiceStream Merger, Merger Sub A shall be merged with and
     into VoiceStream in accordance with the applicable provisions of Washington
law. VoiceStream shall be the surviving corporation in the VoiceStream
    Merger and shall continue its corporate existence under Washington law. As
     a result of the VoiceStream Merger, VoiceStream shall become a wholly owned
Subsidiary of Holding. The effects and consequences of the VoiceStream
Merger shall be as set forth in the VoiceStream Merger Documents.     

       (ii) The parties shall (i) file Merger Documents as are required by
and executed in accordance with Washington law and (ii) make all other
filings or recordings required under applicable Washington law.       

         (iii) In the case of this Section 1.0(c), the Effective Time shall be
  the later of (i) the date and time of the filing of the Merger Documents
    with respect to the VoiceStream Merger (or such other date and time as may
   be specified in such documents as may be permitted by Washington law) and
(ii) the date and time of the filing of the Certificate of Merger (as 
   defined below) with respect to the Merger (or such other date and time as
    may be specified in such certificate as may be permitted by Delaware law).

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       (iv) At the Effective Time, by virtue of the VoiceStream Merger and
 without any action on the part of any of the parties, each share of the
     common stock of Merger Sub A outstanding immediately prior to the Effective
    Time shall be converted into and shall become one share of common stock of
the surviving corporation of the VoiceStream Merger.                  

    (v) At the Effective Time, the one share of the capital stock of
Holding issued to VoiceStream and outstanding immediately prior to the
Effective Time shall be cancelled and cease to exist.                 

      (vi) At the Effective Time, each share of VoiceStream Common Stock
that is issued and outstanding immediately prior to the Effective Time
shall be converted into one share of Holding Common Stock. Upon such  
    conversion, all such shares of VoiceStream Common Stock shall be cancelled
    and cease to exist, and each certificate theretofore representing any such
shares shall, without any action on the part of the holder thereof, be
     deemed to represent an equivalent number of shares of Holding Common Stock.

 (vii) Notwithstanding the foregoing, VoiceStream Common Stock
  outstanding immediately prior to the Effective Time and held by a holder
     who has not voted in favor of the Reorganization and has demanded appraisal
 for such shares in accordance with Washington law ("Dissenting Shares")
 shall not be converted into a right to receive shares of Holding Common
     Stock unless such holder fails to perfect, withdraws or otherwise loses its
right to appraisal. If, after the Effective Time, such holder fails to
  perfect, withdraws or loses its right to appraisal, such shares shall be
     treated as if they had been converted as of the Effective Time into a right
to receive Holding Common Stock.                                      

     (d) All representations, warranties and covenants of Parent are hereby made
on a joint and several basis by VoiceStream and Holding.                        

SECTION 1.1 The Merger. Upon the terms and subject to the conditions  
hereof, and in accordance with the DGCL, in the Reorganization, Merger Sub C    
shall be merged with and into the Company at the Effective Time. Following the  
Effective Time, the separate corporate existence of Merger Sub C shall cease and
the Company shall continue as the surviving corporation (the "Surviving         
Corporation") and shall succeed to and assume all the rights and obligations of 
Merger Sub C and the Company in accordance with the DGCL.                       

    SECTION 1.2 Closing. Unless waived by Parent, the Company and Parent shall
use their reasonable commercial efforts to cause the closing of the transactions
contemplated by this Agreement (the "Closing") to take place concurrently with  
the closing of the Omnipoint Reorganization or as soon as practicable           
thereafter, subject to the satisfaction or waiver of the conditions set forth in
Article VII. If the Omnipoint Reorganization does not take place, the Closing   
will take place at 10:00 a.m. on the fifth Business Day after satisfaction or   
waiver of the conditions set forth in Article VII, at the offices of Sidley &   
Austin, One First National Plaza, Chicago, Illinois 60603, or, at the request of
Parent, at the offices of Sidley & Austin, 873 Third Avenue, New York, New York 
10022, unless another date, time or place is agreed to in writing by the parties
hereto. The date on which the Closing takes place is herein referred to as the  
"Closing Date."                                                                 

SECTION 1.3 Effective Time. The Merger shall become effective when a  
Certificate of Merger (the "Certificate of Merger"), executed in accordance with
the relevant provisions of the DGCL, is duly filed with the Secretary of State  
of the State of Delaware, or at such other time as Merger Sub C and the Company 
shall agree should be specified in the Certificate of Merger. Except as provided
in Section 1.0(c)(iii), the term "Effective Time" shall mean the later of the   
date and time at which the Certificate of Merger is duly filed with the         
Secretary of State of the State of Delaware or such later time established by   
the Certificate of Merger. The filing of the Certificate of Merger shall be made
as soon as practicable after the satisfaction or waiver of the conditions set   
forth herein.                                                                   

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  SECTION 1.4 Effects of the Merger. The Merger shall have the effects set
forth in the DGCL.                                                              

     SECTION 1.5 Restated Certificate of Incorporation and By-laws; Officers and
Directors. (a) The Restated Certificate of Incorporation of the Company, as in  
effect immediately prior to the Effective Time, shall be amended as of the      
Effective Time as set forth on Annex A hereto. As so amended, such Restated     
Certificate of Incorporation shall be the Restated Certificate of Incorporation 
of the Surviving Corporation until thereafter changed or amended as provided    
therein or by applicable law.                                                   

    (b) The Restated By-laws of the Company, as in effect immediately prior to
the Effective Time, shall be amended as of the Effective Time as set forth on   
Annex B. As so amended, such Restated By-laws shall be the By-laws of the       
Surviving Corporation until thereafter changed or amended as provided by the    
Restated Certificate of Incorporation of the Surviving Corporation or by        
applicable law.                                                                 

  (c) Subject to Section 2.2 of the Investment Agreement, the directors of
Merger Sub C immediately prior to the Effective Time shall be the directors of  
the Surviving Corporation, until the next annual meeting of stockholders (or the
earlier of their resignation or removal) and until their respective successors  
are duly elected and qualified, as the case may be.                             

 (d) Subject to the Management Side Letter, the officers of Merger Sub C
immediately prior to the Effective Time shall be the officers of the Surviving  
Corporation until the earlier of their resignation or removal and until their   
respective successors are duly elected and qualified, as the case may be.       

ARTICLE II

EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS;
SURRENDER OF CERTIFICATES 

 SECTION 2.1 Effect on Stock. As of the Effective Time, by virtue of the
Merger and without any action on the part of any of Sub, the Company or the     
holders of any securities of the Constituent Corporations:                      

          (a) Capital Stock of Sub. Each issued and outstanding share of capital
stock of Merger Sub C shall be converted into and become one validly  
   issued, fully paid and nonassessable share of Common Stock, no par value,
of the Surviving Corporation.                                         

    (b) Treasury Stock and Parent Owned Stock. Each share of Company
Common Stock that is owned by the Company or by any Subsidiary of the 
 Company and each share of Company Common Stock that is owned by Parent,
Merger Sub C or any other Subsidiary of Parent shall automatically be 
    cancelled and retired and shall cease to exist, and no consideration shall
be delivered in exchange therefor.                                    

       (c) Conversion of Company Common Stock. Except as set forth in Item
   2.1(c) of the Company Letter, as of the date hereof, no shares of Company
 Common Stock or Stock Equivalents were issued, reserved for issuance or
outstanding. Each share of Company Common Stock issued and outstanding
  (other than shares of Company Common Stock to be cancelled in accordance
     with Section 2.1(b)) shall be converted into .455 (the "Conversion Number")
    validly issued, fully paid and nonassessable shares of Parent Common Stock
     (the "Per Share Stock Consideration"); provided, that each share of Company
 Common Stock with respect to which an election to receive only cash has
   been effectively made by a Public Holder and not revoked or lost pursuant
     to Section 2.1(d) (a "Cash Election"), shall be converted into the right to
receive $18.00 in cash, without interest (the "Per Share Cash         
   Consideration"). Notwithstanding the foregoing, in the event that (i) the
   Omnipoint Agreement is terminated or the transactions contemplated by the
Omnipoint Agreement are not consummated by the Omnipoint              

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  End Date and (ii) the Closing Date Market Price is less than $39.56, the
    Conversion Number shall be the amount determined by dividing $18.00 by the
   Closing Date Market Price, but shall not be greater than .50 or less than
   .455. In the event Investor exercises its right under Section 10.6 of the
Investment Agreement ("Tag-Along Right"), the Operating Company Shares
   owned by Investor (as described in the Company Letter) shall be converted
immediately prior to the Effective Time into such number of shares of 
   Company Common Stock equal to the product of (i) such number of Operating
     Company Shares and (ii) the Exchange Rate, and the shares of Company Common
    Stock obtained by Investor through such conversion shall be converted into
     shares of Parent Common Stock pursuant to the Merger. In the event Investor
does not exercise its Tag-Along Right, subject to the authorization,  
    execution and delivery of the Indemnity Agreement, Parent hereby agrees to
 accept and be bound by all of the rights of Investor and its Affiliates
   under the Investment Agreement and the Joint Venture Agreement. As of the
    Effective Time, all such shares of Company Common Stock shall be converted
   in accordance with this paragraph, and when so converted, shall no longer
     be outstanding and shall automatically be retired and shall cease to exist,
  and each holder of a certificate representing any such shares of Company
  Common Stock shall cease to have any rights with respect thereto, except
 the right to receive (i) certificates representing the shares of Parent
Common Stock into which such shares of Company Common Stock have been 
  converted, (ii) any dividends and other distributions in accordance with
    Section 2.2(d) and (iii) any cash, without interest, to be paid in lieu of
any fractional share of Parent Common Stock in accordance with Section
2.2(e).                                                               

          (d) Cash Election by Public Holders. Each person who, at the Effective
   Time, is a record holder of shares of Company Common Stock other than the
  Series A Stockholder, Investor (with respect to Operating Company Shares
     owned by Investor which are converted into Company Common Stock immediately
    prior to the Merger pursuant to the Tag-Along Right) and holders of shares
of Company Common Stock to be cancelled as set forth in Section 2.1(b)
(such eligible holders hereinafter being referred to as the "Public   
Holders"), shall have the right to submit an election form (the "Cash 
 Election Form") specifying the number of shares of Company Common Stock
  that such person desires to have converted into the right to receive the
  Per Share Cash Consideration pursuant to the Cash Election. Any eligible
     record holder who fails properly to submit a Cash Election Form on or prior
 to the Election Deadline in accordance with the procedures set forth in
this Section 2.1(d) shall be entitled to receive the Per Share Stock  
     Consideration for each share of Company Common Stock registered in the name
of such holder. Any Cash Election shall be validly made only if the   
   Exchange Agent shall have received a Cash Election Form by 5:00 p.m., New
York City time on the twentieth Business Day (the "Election Deadline")
  after the date on which the Letter of Transmittal and Cash Election Form
are sent to the Public Holders pursuant to Section 2.2(b). For a Cash 
     Election made by a Public Holder to be valid, a Cash Election Form properly
     completed and executed (with the signature or signatures thereon guaranteed
     to the extent required by the Cash Election Form) must be delivered by such
holder accompanied by such holder's Certificates, or by an appropriate
    guarantee of delivery of such Certificates from a member of any registered
   national securities exchange or of the National Association of Securities
     Dealers, Inc. or a commercial bank or trust company in the United States as
  set forth in such Cash Election Form. Any holder of Company Common Stock
 who has made an election by submitting an Election Form to the Exchange
   Agent may at any time prior to the Election Deadline change such holder's
election by submitting a revised Cash Election Form and/or a Letter of
Transmittal, properly completed and signed, that is received by the   
     Exchange Agent prior to the Election Deadline. Any holder of Company Common
   Stock may at any time prior to the Election Deadline revoke such holder's
   election by written notice to the Exchange Agent received by the close of
 business on the day prior to the Election Deadline, in which event such
    holder shall be entitled to receive only the Per Share Stock Consideration
with respect to each share of Company Common Stock registered         

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    in the name of such holder immediately prior to the Effective Time. Parent
   shall have the right to make reasonable rules (which will be described in
     the Cash Election Form), not inconsistent with the terms of this Agreement,
     governing the validity of Cash Election Forms and the procedures for making
Cash Elections.                                                       

      (e) Adjustment of Conversion Number. Except in connection with the
   Omnipoint Agreement, in the event of any reclassification, stock split or
stock dividend with respect to Parent Common Stock, any change or     
conversion of Parent Common Stock into other securities or any other  
  dividend or distribution with respect to Parent Common Stock (other than
  normal quarterly cash dividends as the same may be modified from time to
  time in the ordinary course), or if a record date with respect to any of
  the foregoing should occur, prior to the Effective Time, appropriate and
   proportionate adjustments, if any, shall be made to the Conversion Number
and the Per Share Cash Election Consideration, and thereafter all     
 references in this Agreement to the Conversion Number and the Per Share
    Cash Election Consideration shall be deemed to be to the Conversion Number
and the Per Share Cash Election Consideration, respectively, as so    
adjusted.                                                             

Notwithstanding the foregoing, in the event of any amendment of the   
Omnipoint Agreement that would result in a reclassification, stock split, or    
stock dividend with respect to Parent Common Stock, any change or conversion of 
Parent Common Shares into other securities or any other dividend or distribution
with respect to Parent Common Stock, appropriate and proportionate adjustments, 
if any, shall be made to the Conversion Number and the Per Share Cash Election  
Consideration, and thereafter all references in this Agreement shall be deemed  
to be the Conversion Number and the Per Share Cash Election Consideration,      
respectively, as so adjusted.                                                   

  In the event that the aggregate number of shares of Company Common Stock
and Stock Equivalents, not including shares issued or to be issued pursuant to  
the Debt/Equity Replacement Agreement and to TDS and Investor or shares which   
are or may be issued pursuant to Performance Options ("Adjusted Fully Diluted   
Shares") exceeds 85,839,161 shares as of the Effective Time, the Conversion     
Number shall be determined by dividing 39,056,818 by such number of Adjusted    
Fully Diluted Shares as of the Effective Time. The number of shares of Company  
Common Stock and Stock Equivalents for the purpose of such recalculation shall  
be determined in a manner consistent with the methodologies used in preparing   
Item 2.1(c) of the Company Letter including without limitation the shares of    
Company Common Stock actually outstanding and shares of Company Common Stock    
issuable (i) in exchange for the Operating Company Shares whether or not        
Investor exercises its Tag-Along Rights as set forth in Section 10.6 of the     
Investment Agreement, (ii) pursuant to Company Stock Options determined using   
the treasury stock method, (iii) pursuant to the Restricted Stock Plan          
regardless of whether payment for the Restricted Stock units is made in cash or 
Company Common Stock, (iv) pursuant to the Tax-Deferred Savings Plan, (v)       
pursuant to the Compensation Plan for Non-Employee Directors, and (vi) any other
Company Common Stock and Stock Equivalents outstanding as of the Effective Time;
provided, for the purpose of such recalculation the shares of Company Common    
Stock issued or issuable pursuant to Performance Options and the shares issued  
or issuable pursuant to the Debt/Equity Replacement Agreement and to TDS and    
Investor shall be disregarded for purpose of the recalculation. The Conversion  
Number shall be subject to further adjustment as provided in the third sentence 
of Section 2.1(c) in the event that the Omnipoint Agreement is terminated or the
transactions contemplated by the Omnipoint Agreement are not consummated by the 
Omnipoint End Date, provided that the Conversion Number determined pursuant to  
this Section 2.1(e) shall be used in lieu of .455.                              

SECTION 2.2 Surrender of Certificates. (a) Exchange Agent. ChaseMellon
Shareholder Services LLC shall act as exchange agent in the Merger (the         
"Exchange Agent"). As and when needed, but no later than twenty-five Business   
Days after the Effective Time, Parent shall deposit with the                    

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Exchange Agent, in trust for the holders of certificates (the "Company          
Certificates") which immediately prior to the Effective Time represented shares 
of Company Common Stock converted in the Merger, (i) certificates (the "Parent  
Certificates") representing the shares of Parent Common Stock issuable pursuant 
to Section 2.1(c) with respect to shares of Company Common Stock which have been
converted into the right to receive Parent Common Stock (such shares of Parent  
Common Stock, together with cash in lieu of fractional shares and any dividends 
or distributions with respect thereto in accordance with Section 2.2(d) being   
hereinafter referred to as the "Stock Consideration Fund"), and (ii) cash with  
respect to shares of Company Common Stock with respect to which a Cash Election 
has been properly made and not withdrawn or lost (the "Cash Consideration Fund")
(the Stock Consideration Fund and the Cash Consideration Fund are hereinafter   
referred to as the "Exchange Fund").                                            

(b) Exchange Procedure. As soon as reasonably practicable after the   
Effective Time, but no later than five Business Days after the Effective Time,  
the Surviving Corporation shall cause the Exchange Agent to mail to each holder 
of record of a Company Certificate, (i) a letter of transmittal (which shall    
specify that delivery shall be effected, and risk of loss and title to a Company
Certificate shall pass, only upon delivery of such Company Certificate to the   
Exchange Agent and shall be in a form and have such other provisions as Parent  
may reasonably specify), (ii) with respect to the Public Holders, the Cash      
Election Form and (iii) instructions for use in effecting the surrender of      
Company Certificates in exchange for the property described in the next         
sentence. Upon surrender for cancellation to the Exchange Agent of all Company  
Certificate(s) held by any holder of record of a Company Certificate, together  
with such letter of transmittal duly executed, such holder shall be entitled to 
receive in exchange therefor (x) the Per Share Cash Consideration if a Cash     
Election is properly and timely made or (y) a Parent Certificate (which shall   
not include any restrictive legends) representing the number of whole shares of 
Parent Common Stock into which the shares of Company Common Stock represented by
the surrendered Company Certificate(s) shall have been converted at the         
Effective Time pursuant to Section 2.1(c), cash in lieu of any fractional share 
of Parent Common Stock in accordance with Section 2.2(e) and certain dividends  
and other distributions in accordance with Section 2.2(d); and the Company      
Certificate(s) so surrendered shall forthwith be cancelled. In the event of a   
transfer of ownership of shares of Company Common Stock that is not registered  
in the transfer records of the Company, cash or a Parent Certificate            
representing shares of Parent Common Stock may be paid to or issued in a name   
other than that in which the Company Certificate surrendered in exchange        
therefor is registered, if such Company Certificate shall be properly endorsed  
or otherwise be in proper form for transfer and the person requesting such      
payment shall pay any transfer or other Taxes required by reason of the payment 
to a person other than the registered holder of such Company Certificate or     
establish to the satisfaction of the Surviving Corporation that such Tax has    
been paid or is not applicable. Until surrendered as contemplated by this       
Section 2.2, each Company Certificate shall be deemed at any time after the     
Effective Time to represent only the right to receive (i) the Per Share Cash    
Consideration, subject to the delivery of a proper and timely Cash Election     
Form, or (ii)(A) certificates representing the shares of Parent Common Stock    
into which the shares of Company Common Stock represented by such Company       
Certificate have been converted, (B) any dividends and other distributions in   
accordance with Section 2.2(d) and (C) any cash, without interest, to be paid in
lieu of any fractional share of Parent Common Stock in accordance with Section  
2.2(e). Parent or the Exchange Agent shall be entitled to deduct and withhold   
from the consideration otherwise payable pursuant to this Agreement to any      
holder of shares of Company Common Stock such amounts as Parent or the Exchange 
Agent is required to deduct and withhold with respect to the making of such     
payment under the Code or under any provision of state, local or foreign Tax    
law. To the extent that amounts are so withheld by Parent or the Exchange Agent,
such withheld amounts shall be treated for all purposes of this Agreement as    
having been paid to the holder of the shares of Company Common Stock in respect 
of which such deduction and withholding was made by Parent or the Exchange      
Agent.                                                                          

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(c) No Further Ownership Rights in Shares. All shares of Parent Common
Stock issued and cash paid upon the surrender of Company Certificates in        
accordance with the terms of this Article II (including any cash paid pursuant  
to Section 2.2(d) or Section 2.2(e)) shall be deemed to have been issued (and   
paid) in full satisfaction of all rights pertaining to the shares of Company    
Common Stock theretofore represented by such Company Certificates. At the       
Effective Time, the stock transfer books of the Company shall be closed, and    
there shall be no further registration of transfers on the stock transfer books 
of the Surviving Corporation of the shares of Company Common Stock that were    
outstanding immediately prior to the Effective Time. If, after the Effective    
Time, Company Certificates are presented to the Surviving Corporation or the    
Exchange Agent for any reason, they shall be cancelled and exchanged as provided
in this Article II.                                                             

    (d) Dividends. No dividends or other distributions that are declared on or
after the Effective Time on Parent Common Stock, or are payable to the holders  
of record thereof on or after the Effective Time, shall be paid to any person   
entitled by reason of the Merger to receive Parent Certificates, and no cash    
payment in lieu of any fractional share of Parent Common Stock shall be paid to 
any such person pursuant to Section 2.2(e), until such person shall have        
surrendered its Company Certificate(s) as provided in Section 2.2(b). Subject to
applicable law, there shall be paid to each person receiving a Parent           
Certificate: (i) at the time of such surrender or as promptly as practicable    
thereafter, the amount of any dividends or other distributions theretofore paid 
with respect to the shares of Parent Common Stock represented by such Parent    
Certificate and having a record date on or after the Effective Time and a       
payment date prior to such surrender; and (ii) at the appropriate payment date  
or as promptly as practicable thereafter, the amount of any dividends or other  
distributions payable with respect to such shares of Parent Common Stock and    
having a record date on or after the Effective Time but prior to such surrender 
and a payment date on or subsequent to such surrender. In no event shall the    
person entitled to receive such dividends or other distributions be entitled to 
receive interest on such dividends or other distributions.                      

    (e) No Fractional Shares. No certificates or scrip representing fractional
shares of Parent Common Stock shall be issued upon the surrender for exchange of
Company Certificates pursuant to this Article II; no dividend or other          
distribution by Parent and no stock split shall relate to any such fractional   
share; and no such fractional share shall entitle the record or beneficial owner
thereof to vote or to any other rights of a stockholder of Parent. In lieu of   
any such fractional share, each holder of shares of Company Common Stock who    
would otherwise have been entitled thereto upon the surrender of Company        
Certificate(s) for exchange pursuant to this Article II (other than with respect
to shares of Company Common Stock for which an effective Cash Election has been 
made) will be paid an amount in cash (without interest), rounded to the nearest 
whole cent, determined by multiplying (i) the per share closing price on the    
Nasdaq National Market System ("Nasdaq") of Parent Common Stock (as reported on 
the Nasdaq) on the date on which the Effective Time shall occur (or, if Parent  
Common Stock shall not trade on the Nasdaq on such date, the first day of       
trading in Parent Common Stock on the Nasdaq thereafter) by (ii) the fractional 
share to which such holder would otherwise be entitled.                         

  (f) Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to holders of Company Common Stock for twelve months after
the Effective Time shall be delivered to Parent, upon demand, and any holders of
Company Common Stock who have not theretofore complied with this Article II and 
the instructions set forth in the letter of transmittal mailed to such holders  
after the Effective Time shall thereafter look only to the Surviving Corporation
(subject to abandoned property, escheat or other similar laws) for payment of   
cash pursuant to the Cash Election or shares of Parent Common Stock, any cash in
lieu of fractional shares of Parent Common Stock and any dividends or           
distributions with respect to such shares of Parent Common Stock to which they  
are entitled.                                                                   

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  (g) No Liability. None of Parent, Sub, the Company or the Exchange Agent
shall be liable to any person in respect of any cash delivered to a public      
official pursuant to any applicable abandoned property, escheat or similar law. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

    The Company represents and warrants to Parent and Merger Sub C as follows:

SECTION 3.1 Organization. The Company and each of its Subsidiaries    
(collectively, the "Company Subsidiaries") is a corporation duly organized,     
validly existing and in good standing under the laws of the jurisdiction of its 
incorporation and has requisite corporate power and authority to carry on its   
business as now being conducted, except where the failure to be so organized,   
existing and in good standing or to have such power and authority has not had   
and would not reasonably be expected to have a Material Adverse Effect on the   
Company or prevent or materially delay the consummation of the Reorganization.  
The Company and each of the Company Subsidiaries is duly qualified or licensed  
to do business and in good standing in each jurisdiction in which the nature of 
its business or the ownership or leasing of its properties makes such           
qualification or licensing necessary, except in such jurisdictions where the    
failure to be so duly qualified or licensed and in good standing would not      
reasonably be expected to have a Material Adverse Effect on the Company or      
prevent or materially delay the consummation of the Reorganization. The Company 
has delivered to Parent complete and correct copies of its Restated Certificate 
of Incorporation and By-laws and has made available to Parent the Certificate of
Incorporation and By-laws (or similar organizational documents) of each of the  
Company Subsidiaries.                                                           

     SECTION 3.2 Subsidiaries. Item 3.2 of the Company Letter lists each Company
Subsidiary and any Investment Entities. All of the outstanding shares of capital
stock of each Company Subsidiary that is a corporation have been validly issued 
and are fully paid and nonassessable. Except as set forth in Item 3.2 of the    
Company Letter, all of the outstanding shares of capital stock of each          
Subsidiary of the Company are owned by the Company, by Subsidiaries of the      
Company or by the Company and Subsidiaries of the Company, free and clear of all
Liens. Except as set forth in Item 3.2 of the Company Letter, (i) the Company   
and its Subsidiaries have no on-going obligations, agreements, commitments,     
rights, understandings or arrangements with respect to any Investment Entities, 
including funding obligations; and (ii) all Investment Interests are owned by   
the Company or its Subsidiaries free and clear of all Liens. Except as set forth
in Item 3.2 of the Company Letter and except for the capital stock owned by the 
Company in its Subsidiaries, neither the Company nor any of its Subsidiaries    
owns, directly or indirectly, any capital stock or other ownership interest in  
any corporation, partnership, joint venture, limited liability company or other 
entity.                                                                         

    SECTION 3.3 Capital Structure. The authorized capital stock of the Company
consists of 60,000,000 Company Series A Common Shares, 100,000,000 Company      
Common Shares, 60,000,000 Series B Common Shares, $1.00 par value (the "Company 
Series B Common Shares") and 10,000,000 shares of Preferred Stock, $1.00 par    
value (the "Company Preferred Stock"). At the close of business on September 16,
1999, (i) no shares of Company Preferred Stock and no Series B Common Shares    
were outstanding, (ii) 40,000,000 Company Series A Common Shares and 31,930,588 
Company Common Shares were issued and outstanding, (iii) no shares of Company   
Common Stock were held by the Company in treasury, (iv) 40,000,000 Company      
Common Shares were reserved for issuance upon conversion of the Company Series A
Common Shares, (v) 2,960,480 Company Common Shares were reserved for issuance   
pursuant to outstanding stock options (the "Company Stock Options") to purchase 
Company Common Shares under the Company's 1996 Long-Term Incentive Plan (the    
"Company Long-Term Incentive Plan"), (vi) 456,000 Company Common                

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Shares were reserved for issuance pursuant to the Company's Retention Restricted
Stock Unit Plan (the "Restricted Stock Plan"), (vii) 114,514 Company Common     
Shares were reserved for issuance pursuant to the Tax Deferred Savings Plan,    
(viii) 6,056 Company Common Shares were reserved for issuance pursuant to the   
Company's Compensation Plan for Non-Employee Directors and (ix) as described in 
Item 3.2 of the Company Letter, Company Common Shares were reserved for issuance
to the Investor in Aerial Operating Company, Inc. ("Operating Company"). Except 
as set forth above and in Item 3.2 and 3.3 of the Company Letter, and except for
Company Common Shares which are reserved for issuance in exchange for shares of 
Company Series A Common Shares in accordance with the Company's Restated        
Certificate of Incorporation, as of the date hereof, no shares of Company Common
Stock or shares of capital stock of any Subsidiary of the Company were issued,  
reserved for issuance or outstanding and there are no stock appreciation rights,
phantom stock rights or other contractual rights the value of which is          
determined in whole or in part by the value of any capital stock ("Stock        
Equivalents") of the Company or any Subsidiary of the Company. Each outstanding 
share of Company Common Stock is, and each share of Company Common Stock which  
may be issued pursuant to the Company Benefit Plans and the other agreements and
instruments listed above will be, when issued, duly authorized, validly issued, 
fully paid and nonassessable and not subject to preemptive rights. There are no 
outstanding bonds, debentures, notes or other indebtedness of the Company or any
Subsidiary of the Company having the right to vote (or convertible into, or     
exchangeable for, securities having the right to vote) on any matter on which   
the Company's stockholders may vote. Except as set forth above or in Item 3.3 of
the Company Letter, as of the date of this Agreement, there are no securities,  
options, warrants, calls, rights, commitments, agreements, arrangements or      
undertakings of any kind obligating the Company or any of the Company           
Subsidiaries to issue, deliver or sell or create, or cause to be issued,        
delivered or sold or created, additional shares of capital stock or other voting
securities or Stock Equivalents of the Company or of any of the Company         
Subsidiaries or obligating the Company or any of the Company Subsidiaries to    
issue, grant, extend or enter into any such security, option, warrant, call,    
right, commitment, agreement, arrangement or undertaking.                       

  Except as set forth in Item 3.3 of the Company Letter, as of the date of
this Agreement, there are no outstanding contractual obligations of the Company 
or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire   
any shares of capital stock of the Company or any of the Company Subsidiaries.  

    SECTION 3.4 Authority. The Board of Directors of the Company, at a meeting
duly called and held, duly adopted resolutions approving this Agreement, the    
Reorganization and the Stockholder Agreement, determining that the              
Reorganization, including the Merger, is fair to, and in the best interests of, 
the Company's stockholders and recommending that the Company's stockholders     
adopt this Agreement. The Company has requisite corporate power and authority to
execute and deliver this Agreement and, subject to approval by the Company's    
stockholders of the Reorganization, to consummate the transactions contemplated 
hereby. The execution, delivery and performance of this Agreement by the Company
and the consummation by the Company of the Reorganization and of the other      
transactions contemplated hereby have been duly authorized by all necessary     
corporate action on the part of the Company, subject to approval by the         
Company's stockholders of this Agreement and the Reorganization. This Agreement 
has been duly executed and delivered by the Company and (assuming the valid     
authorization, execution and delivery of this Agreement by Parent and Sub)      
constitutes the valid and binding obligation of the Company enforceable against 
the Company in accordance with its terms, except that such enforceability (i)   
may be limited by bankruptcy, insolvency, moratorium or other similar laws      
affecting or relating to the enforcement of creditors' rights generally and (ii)
is subject to general principles of equity.                                     

   SECTION 3.5 Consents and Approvals; No Violations. Except as set forth in
Item 3.5 of the Company Letter, except for filings, permits, authorizations,    
consents and approvals as may be                                                

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required under the Securities Act, the Exchange Act, the Communications Act, the
HSR Act, the DGCL, and under the rules, regulations and published decisions of  
the FAA, the FCC and state public utility or service commissions or similar     
agencies, and except as may be required in connection with the Transfer Taxes   
described in Section 6.11, neither the execution, delivery or performance of    
this Agreement by the Company nor the consummation by the Company of the        
transactions contemplated hereby will (i) conflict with or result in any breach 
of any provision of the Restated Certificate of Incorporation or By-laws of the 
Company or of the similar organizational documents of any of the Company        
Subsidiaries, (ii) require any filing with, or permit, authorization, consent or
approval of, any Governmental Entity (except where the failure to obtain such   
permits, authorizations, consents or approvals or to make such filings would not
reasonably be expected to have a Material Adverse Effect on the Company or      
prevent or materially delay the consummation of the Reorganization), (iii)      
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination,     
amendment, cancellation or acceleration) under, any of the terms, conditions or 
provisions of any note, bond, mortgage, indenture, lease, license, contract,    
agreement or other instrument or obligation to which the Company or any of its  
Subsidiaries is a party or by which any of them or any of their properties or   
assets may be bound, (iv) violate any order, writ, judgment, injunction, decree,
statute, rule or regulation applicable to the Company, any of the Company       
Subsidiaries or any of their properties or assets, or (v) result in the creation
or imposition of any Lien on any asset of the Company or its Subsidiaries except
in the case of clauses (iii), (iv) or (v) for violations, breaches or defaults  
that would not reasonably be expected to have a Material Adverse Effect on the  
Company or prevent or materially delay the consummation of the Reorganization.  

     SECTION 3.6 SEC Documents and Other Reports. The Company has filed with the
SEC all documents required to be filed by it since April 25, 1996 under the     
Securities Act or the Exchange Act (the "Company SEC Documents"). As of their   
respective filing dates, the Company SEC Documents complied in all material     
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, each as in effect on the date so filed, and at the time filed with 
the SEC none of the Company SEC Documents contained any untrue statement of a   
material fact or omitted to state a material fact required to be stated therein 
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company   
included in the Company SEC Documents comply as of their respective dates in all
material respects with the then applicable accounting requirements and the      
published rules and regulations of the SEC with respect thereto, have been      
prepared in accordance with generally accepted accounting principles (except in 
the case of the unaudited statements, as permitted by Form 10-Q under the       
Exchange Act) applied on a consistent basis during the periods involved (except 
as may be indicated therein or in the notes thereto) and fairly present the     
consolidated financial position of the Company and its consolidated Subsidiaries
as at the dates thereof and the consolidated results of their operations and    
their consolidated cash flows for the periods then ended (subject, in the case  
of unaudited statements, to normal year-end audit adjustments and to any other  
adjustments described therein). The Company and its Subsidiaries have not made  
any material misstatements of fact, or omitted to disclose any fact, to any     
Government Entity or in any report, document or certificate filed therewith,    
which misstatements or omissions, individually or in the aggregate, could       
reasonably be expected to subject any material licenses or authorizations to    
revocation or failure to renew, except to the extent that such revocation or    
failure to renew would not have a Material Adverse Effect on the Company or the 
transactions contemplated by this Agreement.                                    

     SECTION 3.7 Absence of Material Adverse Change. Except as disclosed in Item
3.7 of the Company Letter or in the documents filed by the Company with the SEC 
and publicly available prior to the date of this Agreement (the "Company Filed  
SEC Documents"), since December 31, 1998 the Company and its Subsidiaries have  
conducted their respective businesses in all material respects only             

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in the ordinary course, consistent with past practices, and there has not been  
(i) any Material Adverse Change with respect to the Company, (ii) any           
declaration, setting aside or payment of any dividend or other distribution with
respect to its capital stock or any redemption, purchase or other acquisition of
any of its capital stock, (iii) any split, combination or reclassification of   
any of its capital stock or any issuance or the authorization of any issuance of
any other securities in respect of, in lieu of or in substitution for shares of 
its capital stock, or (iv) any change in accounting methods, principles or      
practices by the Company affecting its assets, liabilities or business, except  
insofar as may have been required by a change in generally accepted accounting  
principles.                                                                     

     SECTION 3.8 Information Supplied. None of the information supplied or to be
supplied by the Company specifically for inclusion or incorporation by reference
in (i) the Registration Statement or (ii) the proxy statement (together with any
amendments or supplements thereto, the "Joint Proxy Statement") relating to the 
Stockholders Meetings, will, in the case of the Registration Statement, at the  
time it becomes effective, contain any untrue statement of a material fact or   
omit to state any material fact required to be stated therein or necessary in   
order to make the statements therein not misleading, or in the case of the Joint
Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the   
time of the Stockholders Meetings and at the Effective Time, contain any untrue 
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading or necessary to     
correct any statement in any earlier communication with respect to the          
solicitation of proxies for the Stockholders Meetings which has become false or 
misleading. The Registration Statement will comply (with respect to the Company)
as to form in all material respects with the requirements of the Securities Act,
and the Joint Proxy Statement will comply (with respect to the Company) as to   
form in all material respects with the requirements of the Exchange Act.        

    SECTION 3.9 Permits; Compliance with Laws. (a) Each of the Company and its
Subsidiaries is in possession of all franchises, grants, authorizations,        
licenses, permits, easements, variances, exceptions, consents, certificates,    
approvals and orders of any Governmental Entity necessary for the Company or any
of its Subsidiaries to own, lease and operate its properties or to carry on its 
business as it is now being conducted (the "Company Permits"), except where the 
failure to have any of the Company Permits would not, individually or in the    
aggregate, have a Material Adverse Effect on the Company, and, as of the date of
this Agreement, no suspension or cancellation of any of the Company Permits is  
pending or, to the knowledge of the Company, threatened, except where the       
suspension or cancellation of any of the Company Permits would not reasonably be
expected to, individually or in the aggregate, have a Material Adverse Effect on
the Company. The businesses of the Company and its Subsidiaries are not being   
conducted in violation of any law, ordinance or regulation of any Governmental  
Entity, except for possible violations that would not reasonably be expected to 
have a Material Adverse Effect on the Company or prevent, or result in a        
material delay in, the consummation of the Reorganization.                      

 (b)(i) The Company and each of its Subsidiaries holds, and is
  qualified and eligible to hold, all material licenses, permits and other
 authorizations issued or to be issued by the FCC to such entity for the
 operation of their respective businesses, all of which are set forth in
Item 3.9(b)(i) of the Company Letter (the "Company FCC Licenses").    

        (ii) The Company FCC Licenses are valid and in full force and effect
and neither the Company nor any of its Subsidiaries is or has been    
 delinquent in payment on or in default under any installment obligation
owed to the United States Treasury in connection with the Company FCC 
   Licenses. As used herein, the term "full force and effect" means that (i)
    the orders issuing the Company FCC Licenses have become effective, (ii) no
stay of effectiveness of such orders                                  

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 has been issued by the FCC, and (iii) the Company FCC Licenses have not
been invalidated by any subsequent published FCC action.              

(iii) All material reports and applications required by the 
   Communications Act or required to be filed with the FCC by the Company or
  any of its Subsidiaries have been filed and are accurate and complete in
all material respects.                                                

(iv) The Company and its Subsidiaries are, and have been, in
   compliance in all material respects with, and the wireless communications
 systems operated pursuant to the Company FCC Licenses are and have been
  operated in compliance in all material respects with, the Communications
Act.                                                                  

   (v) There is not pending as of the date hereof any application,
petition, objection, pleading or proceeding with the FCC or any public
  service commission or similar body having jurisdiction or authority over
 the communications operations of the Company or any of its Subsidiaries
which questions the validity of or contests any Company FCC License or
which presents a substantial risk that, if accepted or granted, or    
concluded adversely, could result in (as applicable) the revocation,  
cancellation, suspension, dismissal, denial or any materially adverse 
  modification of any Company FCC License or imposition of any substantial
     fine or forfeiture against the Company or any of its Subsidiaries except as
set forth in Item 3.9(b)(v) of the Company Letter.                    

       (vi) No facts are known to the Company or its Subsidiaries which if
  known by a Governmental Entity of competent jurisdiction would present a
    substantial risk that any Company FCC License could be revoked, cancelled,
    suspended or materially adversely modified or that any substantial fine or
     forfeiture could be imposed against the Company or any of its Subsidiaries.

   SECTION 3.10 Tax Matters. Except as set forth in Item 3.10 of the Company
Letter or as would not have a Material Adverse Effect on the Company, (i) the   
Company and each of its Subsidiaries have timely filed (after taking into       
account any extensions to file) all Tax Returns required to be filed by them    
either on a separate or combined or consolidated basis; (ii) all such Tax       
Returns are complete and accurate and disclose all taxes required to be paid for
the periods covered thereby; (iii) the Company and its Subsidiaries have paid or
caused to be paid all taxes shown as due on such Tax Returns and all Taxes for  
which no Tax Return was required to be filed, and the financial statements      
contained in the most recent Company SEC Documents reflect an adequate reserve  
for all Taxes payable by the Company and its Subsidiaries for all taxable       
periods and portions thereof accrued through the date of such financial         
statements; (iv) none of the Company or any Subsidiary has waived in writing any
statute of limitations in respect of Taxes; (v) the Tax Returns referred to in  
clause (i) relating to income Taxes have been examined by the appropriate taxing
authority or the period for assessment of the Taxes in respect of which such Tax
Returns were required to be filed has expired; (vi) there is no action, suit,   
investigation, audit, claim or assessment pending or proposed in writing with   
respect to taxes of the Company or any of its Subsidiaries; (vii) there are no  
liens for Taxes upon the assets of the Company or any Subsidiary except for     
liens relating to current Taxes not yet due; (viii) all Taxes which the Company 
or any Subsidiary is required by law to withhold or to collect for payment have 
been duly withheld and collected, and have been paid or accrued on the books of 
the Company or such Subsidiary; (ix) none of the Company or any Subsidiary has  
been a member of any group of corporations filing Tax Returns on a consolidated,
combined, unitary or similar basis other than each such group of which it is    
currently a member; (x) no deduction of any amount that would otherwise be      
deductible by the Company or any of its Subsidiaries with respect to taxable    
periods ending on or before the Effective Time could be disallowed under Section
162(m) of the Code; (xi) neither the Company nor any of its Subsidiaries has    
constituted either a "distributing corporation" or a "controlled corporation" in
a distribution of                                                               

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stock qualifying for tax-free treatment under Section 355 of the Code (a) in the
two years prior to the date of this Agreement or (b) in a distribution which    
could otherwise constitute part of a "plan" or "series of related transactions" 
(within the meaning of Section 355(e) of the Code) in conjunction with the      
Reorganization; (xii) neither the Company nor any of its Subsidiaries is a      
"United States real property holding corporation" within the meaning of Section 
897(c)(2) of the Code; and (xiii) as a result of the Reorganization, neither the
Company nor Parent will be obligated to make a payment to an individual that    
would be a "parachute payment" to a "disqualified individual" as those terms are
defined in Section 280G of the Code without regard to whether such payment is   
reasonable compensation for personal services performed or to be performed in   
the future.                                                                     

SECTION 3.11 Liabilities. Except as set forth in the Company Filed SEC
Documents or Item 3.11 of the Company Letter, neither the Company nor any of its
Subsidiaries has any liabilities or obligations of any nature (whether accrued, 
absolute, contingent or otherwise) required by generally accepted accounting    
principles to be set forth on a consolidated balance sheet of the Company and   
its Subsidiaries or in the notes thereto, other than liabilities and obligations
incurred in the ordinary course of business since December 31, 1998 and         
liabilities which would not, individually or in the aggregate, reasonably be    
expected to have a Material Adverse Effect on the Company.                      

    SECTION 3.12 Benefit Plans; Employees and Employment Practices. (a) Except
as disclosed in the Company Filed SEC Documents or Item 3.12(a) of the Company  
Letter, neither the Company nor any of its Subsidiaries has adopted or amended  
in any material respect any Company ERISA Benefit Plan since the date of the    
most recent audited financial statements included in the Company Filed SEC      
Documents. Except as set forth in Item 3.12(a) of the Company Letter, the       
Company does not have any commitment to create, adopt or contribute to any      
additional plan covering any active, former or retired employees of the Company.
Except as disclosed in Item 3.12(a) of the Company Letter or in the Company     
Filed SEC Documents, as of the date of this Agreement, there exist no material  
employment, consulting, severance, bonus, incentive or termination agreements   
between the Company or any of its Subsidiaries and any current or former        
employee, officer or director of the Company or any of its Subsidiaries.        

     (b) Item 3.12(b) of the Company Letter contains a list of all ERISA Benefit
Plans sponsored by the Company or its ERISA Affiliates. None of the Company, any
of its Subsidiaries, any officer of the Company or any of its Subsidiaries or   
any of the ERISA Benefit Plans has on or before the date of this Agreement      
engaged in a "prohibited transaction" (as defined in Section 406 of ERISA or    
Section 4975 of the Code) with respect to any ERISA Benefit Plan that could     
reasonably be expected to subject the Company, any of its Subsidiaries or any   
officer of the Company or any of its Subsidiaries to any material Tax on        
prohibited transactions imposed by Section 4975 of the Code or to any material  
liability under Section 502(i) or (l) of ERISA where the Tax or liability that  
would be reasonably expected to occur would have a Material Adverse Effect on   
the Company. Except as disclosed in Item 3.12(b) of the Company Letter, none of 
the Company, its Subsidiaries or any ERISA Affiliate has at any time during the 
five-year period preceding the date hereof contributed to any "multiemployer    
plan" (as defined in Section 3(37) of ERISA).                                   

   (c) Except as disclosed in Item 3.12(c) of the Company Letter, and except
for such matters as could not be reasonably expected to have a Material Adverse 
Effect on the Company, to the extent applicable, (i) each Company ERISA Benefit 
Plan complies with the requirements of ERISA and the Code, (ii) each Company    
ERISA Benefit Plan intended to be qualified under Section 401 (a) of the Code   
has been determined by the Internal Revenue Service to be so qualified and      
nothing has occurred since the date of that determination that could reasonably 
be expected to adversely affect the qualified status of such plan and its       
related trust is tax-exempt and has been so since its creation, and (iii) each  
Company ERISA Benefit Plan has been maintained and administered in compliance   
with its terms and with the requirements prescribed by any and all statutes,    
orders, rules and                                                               

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regulations, including but not limited to ERISA and the Code, which are         
applicable to such Company ERISA Benefit Plans.                                 

     (d) Except as disclosed in Item 3.12(d) of the Company Letter, all material
contributions, reserves or premium payments to the Company ERISA Benefit Plan,  
accrued to the date hereof have been made or provided for.                      

   (e) Except as disclosed in Item 3.12(e) of the Company Letter, and except
for any liability as could not be reasonably expected to have a Material Adverse
Effect on the Company, the Company has not incurred any liability under Subtitle
C or D of Title IV of ERISA with respect to any "single-employer plan" within   
the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by
Company, or any entity which is considered one employer with Company under      
Section 4001 of ERISA.                                                          

    (f) Except as disclosed in Item 3.12(f) of the Company Letter, the Company
has no obligation for retiree health and life benefits under any Company ERISA  
Benefit Plan, except as required to avoid excise taxes under Section 4980(B) of 
the Code and the terms of the Company ERISA Benefit Plans permit the Company to 
amend or terminate such Company ERISA Benefit Plans without incurring liability 
thereunder.                                                                     

     (g) Except as disclosed in Item 3.12 (g) of the Company Letter, the Company
has not engaged in, nor is it a successor or parent corporation to an entity    
that has engaged in a transaction described in Section 4069 of ERISA.           

(h) Except as disclosed in Item 3.12(h) of the Company Letter or the  
Company Filed SEC Documents, neither the Company nor any of its ERISA Affiliates
has any current or projected liability in respect of post employment or post    
retirement welfare benefits for retired or former employees of the Company.     

     (i) Except as disclosed in Item 3.12(i) of the Company Letter, no tax under
Section 4980B of the Code has been incurred in respect of any Company ERISA     
Benefit Plan that is a group health plan, as defined in Section 5000(b)(1) of   
the Code.                                                                       

  (j) Except as disclosed in Item 3.12(j) of the Company Letter, as of the
date of this Agreement there is no pending dispute, arbitration, claim, suit or 
grievance involving a Company Benefit Plan (other than routine claims for       
benefits payable under any such Company Benefit Plan) that would reasonably be  
expected to have a Material Adverse Effect on the Company.                      

  (k) Item 3.12(k) of the Company Letter contains a list setting forth the
name and current annual salary and other compensation payable to each           
Significant Employee, and the profit sharing, bonus or other form of additional 
compensation paid or payable by the Company or its Subsidiaries to or for the   
benefit of each such person for the current fiscal year. Except as set forth in 
Item 3.12(k) of the Company Letter, there are no oral or written contracts,     
agreements or arrangements obligating the Company or any of its Subsidiaries to 
increase the compensation or benefits presently being paid or hereafter payable 
to any Significant Employees or any oral employment or consulting or similar    
arrangements regarding any Significant Employee which are not terminable without
liability on thirty days' or less prior notice and lists all written employment 
and consulting agreements with respect to any Significant Employee. The Company 
has provided true and correct copies of all employment agreements listed on Item
3.12(k). Except for severance obligations to Significant Employees set forth in 
Item 3.12(k) of the Company Letter, there is not due or owing and there will not
be due and owing at the Effective Time to any Significant Employees, any sick   
pay, severance pay (whether arising out of the termination of a Significant     
Employee prior to, on, or subsequent to the Effective Time), compensable time or
pay, including salary, commission and bonuses, personal time or pay or vacation 
time or vacation pay attributable to service rendered on or                     

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prior to the Effective Time. Except as disclosed in Item 3.12(k) of the Company 
Letter and other than claims made in the ordinary course of business consistent 
with past practice in an aggregate amount not to exceed $500,000 neither the    
Company nor any of its Subsidiaries have any liability arising out of claims    
made or suits brought (including workers' compensation claims and claims or     
suits for contribution to, or indemnification of, third parties, occupational   
health and safety, environmental, consumer protection or equal employment       
matters) for injury, sickness, disease, discrimination, death or termination of 
employment of any Significant Employee, or other employment matter to the extent
attributable to an event occurring or a state of facts existing on or prior to  
the Effective Time.                                                             

    (l) The Company and each of its Subsidiaries (i) is in compliance with all
applicable Federal and state laws, rules and regulations respecting employment, 
employment practices, terms and conditions of employment and wages and hours, in
each case, with respect to Company Employees, except where the failure to be in 
compliance would not, singly or in the aggregate, have a Material Adverse Effect
on the Company or any of its Subsidiaries or their financial condition or       
business; (ii) has withheld all amounts required by law or by agreement to be   
withheld from the wages, salaries and other payments to Company Employees; (iii)
is not liable for any arrears of wages or any taxes or any penalty for failure  
to comply with any of the foregoing, except as would reasonably be expected to  
not have a Material Adverse Effect on the Company; and (iv) (other than routine 
payments to be made in the normal course of business and consistent with past   
practice) is not liable for any payment to any trust or other fund or to any    
governmental or administrative authority, with respect to unemployment          
compensation benefits, Social Security or other benefits for Company Employees. 

  (m) Except as disclosed in Item 3.12(m) of the Company Letter, as of the
date of this Agreement there are no material controversies, strikes, work       
stoppages or disputes pending between the Company or any of its Subsidiaries and
any current or former employees, and no organizational effort by any labor union
or other collective bargaining unit currently is under way with respect to any  
employee, which in any such case would reasonably be expected to have a Material
Adverse Effect on the Company. None of the Company or any of its Subsidiaries is
a party to a collective bargaining agreement. Except as set forth in Item       
3.12(m) of the Company Letter, there is no, and there is not threatened, any    
labor dispute, grievance or litigation relating to labor, safety or             
discrimination matters involving any Company Employee including charges of      
unfair labor practices or discrimination complaints, which, if adversely        
determined, would reasonably be expected to have, individually or in the        
aggregate, a Material Adverse Effect on the Company. There has been no          
engagement in any unfair labor practices by the Company or its Subsidiaries     
within the meaning of the National Labor Relations Act which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect on
the Company.                                                                    

  SECTION 3.13 Litigation. Except with respect to the matters addressed in
Annex E hereto or as disclosed in Item 3.13 of the Company Letter or in the     
Company Filed SEC Documents, as of the date of this Agreement, there is no suit,
action, proceeding or investigation pending or, to the Company's knowledge,     
threatened, against the Company or any of its Subsidiaries that, individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect
on the Company or prevent or materially delay the consummation of the           
Reorganization. Except as disclosed in Item 3.13 of the Company Letter or in the
Company Filed SEC Documents, neither the Company nor any of its Subsidiaries is 
subject to any outstanding judgment, order, writ, injunction or decree that     
would, individually or in the aggregate, reasonably be expected to have a       
Material Adverse Effect on the Company or prevent or materially delay the       
consummation of the Reorganization.                                             

SECTION 3.14 Environmental Matters. Except as set forth in the Company
Filed SEC Documents or in Item 3.14 of the Company Letter, neither the Company  
nor any of its Subsidiaries                                                     

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has (i) not been in compliance with any Environmental Laws or Environmental     
Permits, except for such non-compliance as, taken individually or in the        
aggregate, would not reasonably be expected to result in a Material Adverse     
Effect on the Company or its Subsidiaries; (ii) stored, released or disposed of 
any Hazardous Substances on, under or at any of the Company's or any of its     
Subsidiaries' properties or any other properties, other than in a manner that   
would not, in all such cases taken individually or in the aggregate, reasonably 
be expected to result in a Material Adverse Effect on the Company, (iii) any    
knowledge of the presence of any Hazardous Substances that have been released   
into the environment on, under or at any of the Company's or any of its         
Subsidiaries' properties other than that which would not reasonably be expected 
to result in a Material Adverse Effect on the Company, or (iv) received any     
written notice (A) of any violation of any applicable Environmental Law that has
not been resolved or settled with the relevant Governmental Entity and with     
respect to which there are no continuing material obligations, (B) of the       
institution or pendency of any suit, action, claim, proceeding or investigation 
by any Governmental Entity or any third party in connection with any such       
violation, (C) by any Governmental Entity requiring remediation of Hazardous    
Substances at or arising from any of the Company's or any of its Subsidiaries'  
properties or any other properties, (D) alleging noncompliance by the Company or
any of its Subsidiaries with the terms of any permit required under any         
Environmental Law in any manner reasonably likely to require material           
expenditures or to result in material liability that has not been resolved or   
settled and with respect to which there are no continuing material obligations  
or (E) demanding payment for response to or remediation of Hazardous Substances 
at or arising from any of the Company's or any of its Subsidiaries' properties  
or any other properties, except in each case for the notices set forth in Item  
3.14 of the Company Letter and except in each case for notices that would not,  
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect on the Company.                                                  

    SECTION 3.15 Section 203 of DGCL. Under the Company's Restated Certificate
of Incorporation, Section 203 of the DGCL is inapplicable to the Reorganization,
this Agreement and the Stockholder Agreement and, accordingly, neither such     
Section nor, to the knowledge of the Company, any other antitakeover or similar 
statute or regulation applies to any such transactions. To the knowledge of the 
Company, no other "control share acquisition," "fair price," "moratorium" or    
other antitakeover laws or regulations enacted under U.S. federal or state laws 
applicable to the Company apply to this Agreement or any of the transactions    
related thereto.                                                                

  SECTION 3.16 Intellectual Property. Item 3.16 of the Company Letter sets
forth a complete list of all Intellectual Property Rights. Except as set forth  
in the Company Filed SEC Documents or in Item 3.16 of the Company Letter, the   
Intellectual Property Rights consist solely of items and rights which are: (i)  
owned by the Company or its Subsidiaries, (ii) in the public domain, or (iii)   
rightfully used by Company or its Subsidiaries pursuant to a license, and, with 
respect to Intellectual Property Rights owned by the Company or its             
Subsidiaries, the Company or its Subsidiaries own the entire right, title and   
interest in and to such Intellectual Property Rights free and clear of any      
Liens. The Company and its Subsidiaries have all rights in the Intellectual     
Property Rights necessary to carry out the current and anticipated future (up to
the Closing) activities of the Company and its Subsidiaries. The Intellectual   
Property Rights do not infringe on any proprietary right of any Person. No      
claims (x) challenging the validity, effectiveness, or ownership by the Company 
or its Subsidiaries of any of the Intellectual Property Rights, or (y) to the   
effect that the Intellectual Property Rights infringe or will infringe on any   
intellectual property or other proprietary right of any person have been        
asserted or, to the Company's knowledge, are threatened by any person nor to the
Company's knowledge are there any valid grounds for any bona fide claim of any  
such kind. To the best of the Company's knowledge, there is no material         
unauthorized use, infringement or misappropriation of any of the Intellectual   
Property Rights by any third party, employee or former employee of the Company  
or its Subsidiaries.                                                            

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 SECTION 3.17 Opinion of Financial Advisor. The Company has received the
opinion of Donaldson Lufkin & Jenrette Securities Corporation ("Company         
Financial Advisor"), dated the date hereof, to the effect that, as of the date  
hereof, the consideration to be received in the Reorganization by the Company's 
stockholders is fair to the Company's stockholders from a financial point of    
view, a copy of which opinion has been delivered to Parent.                     

SECTION 3.18 Brokers. Except for the Company Financial Advisor and    
Wasserstein Perella & Company, Inc., the financial advisor to the Special       
Committee of the Board of Directors of the Company, the fees and expenses of    
each of which will be paid by the Company (and are reflected in agreements with 
the Company, true and correct copies of which have been furnished to Parent), no
broker, investment banker, financial advisor or other person, is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in   
connection with the transactions contemplated by this Agreement based upon      
arrangements made by or on behalf of the Company.                               

SECTION 3.19 Tax Status. To the knowledge of the Company after due    
investigation, neither the Company nor any of its Affiliates has taken any      
action or failed to take any action which action or failure would jeopardize the
qualification of either the Merger or the VoiceStream Merger as a reorganization
within the meaning of Section 368(a) of the Code and/or as part of a transaction
described in Section 351(a) of the Code. To the knowledge of the Company after  
due investigation, there are no facts or circumstances relating to the Company  
or its Affiliates, including any covenants or undertakings of the Company       
pursuant to this Agreement, that would prevent Sidley & Austin from delivering  
the opinion referred to in Section 7.2(b) as of the date hereof.                

SECTION 3.20 Contracts. Except as set forth in the Company Filed SEC  
Documents or in Item 3.20 of the Company Letter, neither the Company nor any of 
its Subsidiaries is a party to or bound by (i) any "material contract" (as such 
term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or any         
agreement, contract or commitment the loss or termination of which would have a 
Material Adverse Effect on the Company; (ii) any non-competition agreement or   
any other agreement or obligation which materially limits or will materially    
limit the Company or any of its Subsidiaries from engaging in the business of   
providing wireless communications services or from developing wireless          
communications technology anywhere in the world; or (iii) any management        
agreement, technical services agreement or other agreement whereby the Company  
or any of its Subsidiaries is provided or is required to provide management or  
technical services to any other Person. With such exceptions as, individually or
in the aggregate, have not had, and would not be reasonably expected to have, a 
Material Adverse Effect on the Company or its Subsidiaries, (x) each of the     
contracts, agreements and commitments of the Company or its Subsidiaries is     
valid and in full force and effect and (y) neither the Company nor any of its   
Subsidiaries has violated any provision of, or committed or failed to perform   
any act which, with or without notice, lapse of time, or both, would constitute 
a default under the provisions of any such contract, agreement or commitment. To
the knowledge of the Company, no counterparty to any such contract, agreement or
commitment has violated any provision of, or committed or failed to perform any 
act which, with or without notice, lapse of time, or both would constitute a    
default or other breach under the provisions of, such contract, agreement or    
commitment, except for defaults or breaches which, individually or in the       
aggregate, have not had, or would not reasonably be expected to have, a Material
Adverse Effect on the Company or its Subsidiaries. Neither the Company nor any  
of its Subsidiaries is a party to, or otherwise a guarantor of or liable with   
respect to, any interest rate, currency or other swap or derivative transaction,
other than any such transactions which are not material to the business of the  
Company or its Subsidiaries. The Company has provided or made available to      
Parent a copy of each agreement described in item (i), (ii) and (iii) above.    

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  SECTION 3.21 Vote Required. The only vote of the holders of any class or
series of capital stock of the Company necessary to approve this Agreement and  
the transactions contemplated hereby is the affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock.                     

     SECTION 3.22 Transactions with Affiliates. Except as described in Item 3.22
of the Company Letter or the Company Filed SEC Documents, no Affiliate of the   
Company nor any stockholder, officer, director, partner, member, consultant or  
employee of any thereof, is at the date hereof a party to any transaction with  
the Company or any of its Subsidiaries, including any contract or arrangement   
providing for the furnishing of services to or by, providing for rental of real 
or personal property (including intellectual property) to or from, or otherwise 
requiring payments to or from the Company or any of its Subsidiaries, or any    
Affiliate thereof.                                                              

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

  Parent and Merger Sub C represent and warrant to the Company as follows:

    SECTION 4.1 Organization. Parent, Sub, Merger Sub A, Merger Sub B and each
of Parent's Subsidiaries (collectively, the "Parent Subsidiaries") is a         
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization and has requisite corporate or other    
organizational power and authority to carry on its business as now being        
conducted, except where the failure to be so organized, existing and in good    
standing or to have such power and authority has not had and would not          
reasonably be expected to have a Material Adverse Effect on Parent or prevent or
materially delay the consummation of the Reorganization. Each of Parent and     
Merger Sub C is duly qualified or licensed to do business and in good standing  
in each jurisdiction in which the nature of its business or the ownership or    
leasing of its properties makes such qualification or licensing necessary,      
except in such jurisdictions where the failure to be so duly qualified or       
licensed and in good standing would not reasonably be expected to have a        
Material Adverse Effect on Parent or prevent or materially delay the            
consummation of the Reorganization.                                             

SECTION 4.2 Ownership of Merger Subs. All of the outstanding shares of
capital stock of each Merger Sub have been validly issued and are fully paid and
nonassessable. All of the outstanding shares of capital stock of each Merger Sub
are owned by Holding.                                                           

SECTION 4.3 Capital Structure. The authorized capital stock of Holding
consists of 400,000,000 shares of common stock, par value $0.001 per share      
("Holding Common Stock"), of which one share has been issued to VoiceStream at a
price of $2.00 as of the date hereof, and 5,000,000 shares of preferred stock,  
par value $0.001 per share, none of which are outstanding as of the date hereof.
The authorized capital stock of VoiceStream consists of 300,000,000 shares of   
VoiceStream common stock ("VoiceStream Common Stock") and 50,000,000 shares of  
VoiceStream preferred stock ("VoiceStream Preferred Stock"). As of the close of 
business on September 15, 1999, (i) there were outstanding 95,765,505 shares of 
VoiceStream Common Stock (inclusive of all shares of restricted stock granted   
under any compensatory plans or arrangements); (ii) 7,600,000 shares of         
VoiceStream common Stock had been authorized pursuant to the VoiceStream stock  
option plan (the "VoiceStream Option Plan"), of which 4,590,542 shares are      
issued and outstanding; (iii) 1,000,000 shares of VoiceStream Common Stock had  
been authorized pursuant to the VoiceStream employee stock purchase plan (the   
"VoiceStream ESPP"), of which 158,092 shares have been issued; (iv) 200,000     
shares of VoiceStream Common Stock had been authorized under the VoiceStream    
executive restricted stock plan (the "VoiceStream ERSP"), of which no shares    
have been issued; (v) no phantom shares or stock units had been issued under any
stock option, compensation or deferred compensation plan or arrangement with    
respect to VoiceStream Common Stock; and (vi) there were outstanding no         
VoiceStream warrants for VoiceStream Common Stock and no shares                 

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of VoiceStream Preferred Stock. Each outstanding share of VoiceStream Common    
Stock is, and each share of VoiceStream Common Stock which may be issued        
pursuant to the VoiceStream ESPP or VoiceStream ERSP will be, when issued in    
accordance with the respective terms thereof, duly authorized, validly issued,  
fully paid and nonassessable and not subject to preemptive rights. There are no 
outstanding bonds, debentures, notes or other indebtedness of Parent or any     
Subsidiary of Parent having the right to vote (or convertible into, or          
exchangeable for, securities having the right to vote) on any matter on which   
Parent's stockholders may vote. Except for this Agreement, as set forth above or
in Item 4.3 of the Parent Letter, as of the date of this Agreement, there are no
securities, options, warrants, calls, rights, commitments, agreements,          
arrangements or undertakings of any kind obligating Parent or any of the Parent 
Subsidiaries to issue, deliver or sell or create, or cause to be issued,        
delivered or sold or created, additional shares of capital stock or other voting
securities or Stock Equivalents of Parent or of any of the Parent Subsidiaries  
or obligating Parent or any of the Parent Subsidiaries to issue, grant, extend  
or enter into any such security, option, warrant, call, right, commitment,      
agreement, arrangement or undertaking.                                          

As of the date of this Agreement, there are no outstanding contractual
obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of Parent or any of the Parent    
Subsidiaries.                                                                   

    SECTION 4.4 Authority. The Board of Directors of Parent, at a meeting duly
called and held, duly adopted resolutions approving this Agreement, the         
Reorganization and the Stockholder Agreement, determining that the              
Reorganization, including the Merger, and the issuance (the "Parent Share       
Issuance") of shares of Parent Common Stock in accordance with the              
Reorganization, is fair to, and in the best interests of, Parent's stockholders.
The Board of Directors of Merger Sub C has declared the Reorganization advisable
and approved this Agreement. Parent and Merger Sub C have the requisite         
corporate power and authority to execute and deliver this Agreement and to      
consummate the transactions contemplated hereby. The execution, delivery and    
performance of this Agreement by Parent and Merger Sub C and the consummation by
Parent and Merger Sub C of the Reorganization and of the other transactions     
contemplated hereby have been duly authorized by all necessary corporate action 
on the part of Parent and Merger Sub C subject, in the case of Parent, to the   
approval of the Reorganization and the Parent Share Issuance by Parent's        
stockholders. This Agreement has been duly executed and delivered by Parent and 
Merger Sub C and (assuming the valid authorization, execution and delivery of   
this Agreement by the Company) constitutes the valid and binding obligation of  
each of Parent and Merger Sub C enforceable against each of them in accordance  
with its terms, except that such enforceability (i) may be limited by           
bankruptcy, insolvency, moratorium or other similar laws affecting or relating  
to the enforcement of creditors' rights generally and (ii) is subject to general
principles of equity. The Parent Share Issuance, the filing of a registration   
statement on Form S-4 with the SEC by Parent under the Securities Act of 1933,  
as amended, for the purpose of registering the shares of Parent Common Stock to 
be issued in connection with the Reorganization (together with any amendments or
supplements thereto, whether prior to or after the effective date thereof, the  
"Registration Statement") have been duly authorized by Parent's Board of        
Directors.                                                                      

   SECTION 4.5 Consents and Approvals; No Violations. Except as set forth in
Item 4.5 of the Parent Letter, except for filings, permits, authorizations,     
consents and approvals as may be required under, and other applicable           
requirements of, the Securities Act, the Exchange Act, the Communications Act,  
the HSR Act, the DGCL, and under the rules, regulations and published decisions 
of the FAA, the FCC and state public utility or service commissions or similar  
agencies, and except as may be required in connection with the Transfer Taxes   
described in Section 6.11, neither the execution, delivery or performance of    
this Agreement by Parent and Merger Sub C nor the consummation by Parent and    
Merger Sub C of the transactions contemplated hereby will (i) conflict with or  
result in any breach of any provision of the respective certificate of          
incorporation                                                                   

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or By-laws of Parent and Sub, (ii) require any filing with, or permit,          
authorization, consent or approval of, any Governmental Entity (except where the
failure to obtain such permits, authorizations, consents or approvals or to make
such filings would not reasonably be expected to have a Material Adverse Effect 
on Parent or prevent or materially delay the consummation of the                
Reorganization), (iii) result in a violation or breach of, or constitute (with  
or without due notice or lapse of time or both) a default (or give rise to any  
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
lease, contract, agreement or other instrument or obligation to which Parent or 
any of its Subsidiaries is a party or by which any of them or any of their      
properties or assets may be bound, (iv) violate any order, writ, judgment,      
injunction, decree, statute, rule or regulation applicable to Parent, any of its
Subsidiaries or any of their properties or assets, or (v) result in the creation
or imposition of any Lien on any asset of the Company or its Subsidiaries except
in the case of clauses (iii), (iv) or (v) for violations, breaches or defaults  
that would not reasonably be expected to have a Material Adverse Effect on      
Parent or prevent or materially delay the consummation of the Reorganization.   

    SECTION 4.6 SEC Documents and Other Reports. Parent has filed with the SEC
all documents required to be filed by it since December 31, 1998 under the      
Securities Act or the Exchange Act (the "Parent SEC Documents"). As of their    
respective filing dates, the Parent SEC Documents complied in all material      
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, each as in effect on the date so filed, and at the time filed with 
the SEC none of the Parent SEC Documents contained any untrue statement of a    
material fact or omitted to state a material fact required to be stated therein 
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of Parent        
included in the Parent SEC Documents comply as of their respective dates in all 
material respects with the then applicable accounting requirements and the      
published rules and regulations of the SEC with respect thereto, have been      
prepared in accordance with generally accepted accounting principles (except in 
the case of the unaudited statements, as permitted by Form 10-Q under the       
Exchange Act) applied on a consistent basis during the periods involved (except 
as may be indicated therein or in the notes thereto) and fairly present the     
consolidated financial position of Parent and its consolidated Subsidiaries as  
at the dates thereof and the consolidated results of their operations and their 
consolidated cash flows for the periods then ended (subject, in the case of     
unaudited statements, to normal year-end audit adjustments and to any other     
adjustments described therein). Parent and its Subsidiaries have not made any   
material misstatements of fact, or omitted to disclose any fact, to any         
Government Entity or in any report, document or certificate filed therewith,    
which misstatements or omissions, individually or in the aggregate, could       
reasonably be expected to subject any material licenses or authorizations to    
revocation or failure to renew, except to the extent that such revocation or    
failure to renew would not have a Material Adverse Effect on Parent or the      
transactions contemplated by this Agreement.                                    

     SECTION 4.7 Absence of Material Adverse Change. Except as disclosed in Item
4.7 of the Parent Letter or in the documents filed by Parent with the SEC and   
publicly available prior to the date of this Agreement (the "Parent Filed SEC   
Documents"), since December 31, 1998 Parent and its Subsidiaries have conducted 
their respective businesses in all material respects only in the ordinary       
course, consistent with past practices, and there has not been (i) any Material 
Adverse Change with respect to Parent, (ii) any declaration, setting aside or   
payment of any dividend or other distribution with respect to its capital stock 
(other than regular quarterly cash dividends) or any redemption, purchase or    
other acquisition of any of its capital stock, (iii) any split, combination or  
reclassification of any of its capital stock or any issuance or the             
authorization of any issuance of any other securities in respect of, in lieu of 
or in substitution for shares of its capital stock, or (iv) any change in       

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accounting methods, principles or practices by Parent affecting its assets,     
liabilities or business, except insofar as may have been required by a change in
generally accepted accounting principles.                                       

     SECTION 4.8 Information Supplied. None of the information supplied or to be
supplied by Parent specifically for inclusion or incorporation by reference in  
(i) the Registration Statement or (ii) the Joint Proxy Statement, will, in the  
case of the Registration Statement, at the time it becomes effective, contain   
any untrue statement of a material fact or omit to state any material fact      
required to be stated therein or necessary in order to make the statements      
therein not misleading, or in the case of the Joint Proxy Statement, at the time
of the mailing of the Joint Proxy Statement, the time of the Stockholders       
Meetings and at the Effective Time, contain any untrue statement of a material  
fact or omit to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading or necessary to correct any statement 
in any earlier communication with respect to the solicitation of proxies for the
Stockholders Meetings which has become false or misleading. The Registration    
Statement will comply (with respect to Parent) as to form in all material       
respects with the requirements of the Securities Act and the Joint Proxy        
Statement will comply (with respect to Parent) as to form in all material       
respects with the requirements of the Exchange Act.                             

SECTION 4.9 Permits; Compliance with Laws. (a) Each of Parent and its 
Subsidiaries is in possession of all franchises, grants, authorizations,        
licenses, permits, charters, easements, variances, exceptions, consents,        
certificates, approvals and orders of any Governmental Entity necessary for     
Parent or any of its Subsidiaries to own, lease and operate its properties or to
carry on its business as it is now being conducted (the "Parent Permits"),      
except where the failure to have any of the Parent Permits would not,           
individually or in the aggregate, have a Material Adverse Effect on Parent, and,
as of the date of this Agreement, no suspension or cancellation of any of the   
Parent Permits is pending or, to the knowledge of Parent, threatened, except    
where the suspension or cancellation of any of the Parent Permits would not     
reasonably be expected to have, individually or in the aggregate, a Material    
Adverse Effect on Parent. The businesses of Parent and its Subsidiaries are not 
being conducted in violation of any law, ordinance or regulation of any         
Governmental Entity, except for possible violations that would not reasonably be
expected to have a Material Adverse Effect on Parent or prevent or materially   
delay the consummation of the Reorganization.                                   

          (b)(i) Parent and each of its Subsidiaries holds, and is qualified and
   eligible to hold, all material licenses, permits and other authorizations
     issued or to be issued by the FCC to such entity for the operation of their
respective businesses, all of which are set forth in Item 4.9(b)(i) of
Parent Letter (the "Parent FCC Licenses").                            

       (ii) Parent FCC Licenses are valid and in full force and effect and
 neither Parent nor any of its Subsidiaries is or has been delinquent in
payment on or in default under any installment obligation owed to the 
United States Treasury in connection with Parent FCC Licenses. As used
    herein, the term "full force and effect" means that (i) the orders issuing
the Parent FCC Licenses have become effective, (ii) no stay of        
effectiveness of such orders has been issued by the FCC, and (iii) the
   Parent FCC Licenses have not been invalidated by any subsequent published
FCC action.                                                           

(iii) All material reports and applications required by the 
     Communications Act or required to be filed with the FCC by Parent or any of
its Subsidiaries have been filed and are accurate and complete in all 
material respects.                                                    

         (iv) Parent and its Subsidiaries are, and have been, in compliance in
all material respects with, and the wireless communications systems   
operated pursuant to Parent FCC Licenses are and have been operated in
compliance in all material respects with, the Communications Act.     

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   (v) There is not pending as of the date hereof any application,
petition, objection, pleading or proceeding with the FCC or any public
  service commission or similar body having jurisdiction or authority over
  the communications operations of Parent or any of its Subsidiaries which
questions the validity of or contests any Parent FCC License or which 
presents a substantial risk that, if accepted or granted, or concluded
  adversely, could result in (as applicable) the revocation, cancellation,
     suspension, dismissal, denial or any materially adverse modification of any
Parent FCC License or imposition of any substantial fine or forfeiture
against Parent or any of its Subsidiaries except as set forth in Item 
4.9(b)(v) of Parent Letter.                                           

        (vi) No facts are known to Parent or its Subsidiaries which if known
by a Governmental Entity of competent jurisdiction would present a    
   substantial risk that any Parent FCC License could be revoked, cancelled,
    suspended or materially adversely modified or that any substantial fine or
forfeiture could be imposed against Parent or any of its Subsidiaries.

  SECTION 4.10 Tax Matters. Except as set forth in Item 4.10 of the Parent
Letter or as would not have a Material Adverse Effect on Parent, (i) Parent and 
each of its Subsidiaries have timely filed (after taking into account any       
extensions to file) all Tax Returns required to be filed by them either on a    
separate or combined or consolidated basis; (ii) all such Tax Returns are       
complete and accurate and disclose all Taxes required to be paid for the periods
covered thereby; (iii) Parent and its Subsidiaries have paid or caused to be    
paid all Taxes shown as due on such Tax Returns and all Taxes for which no Tax  
Return was required to be filed, and the financial statements contained in the  
most recent Parent SEC Documents reflect an adequate reserve for all Taxes      
payable by Parent and its Subsidiaries for all taxable periods and portions     
thereof accrued through the date of such financial statements; (iv) none of     
Parent or any Subsidiary has waived in writing any statute of limitations in    
respect of Taxes; (v) the Tax Returns referred to in clause (i) relating to     
income taxes have been examined by the appropriate taxing authority or the      
period for assessment of the Taxes in respect of which such Tax Returns were    
required to be filed has expired; (vi) there is no action, suit, investigation, 
audit, claim or assessment pending or proposed in writing with respect to Taxes 
of Parent or any of its Subsidiaries; (vii) there are no liens for Taxes upon   
the assets of Parent or any Subsidiary except for liens relating to current     
Taxes not yet due; (viii) all Taxes which Parent or any Subsidiary is required  
by law to withhold or to collect for payment have been duly withheld and        
collected, and have been paid or accrued on the books of Parent or such         
Subsidiary; (ix) none of Parent or any Subsidiary has been a member of any group
of corporations filing Tax Returns on a consolidated, combined, unitary or      
similar basis other than each such group of which it is currently a member; (x) 
no deduction of any amount that would otherwise be deductible by Parent or any  
of its Subsidiaries with respect to taxable periods ending on or before the     
Effective Time could be disallowed under Section 162(m) of the Code; (xi)       
neither Parent nor any of its Subsidiaries is a "United States real property    
holding corporation" within the meaning of Section 897(c)(2) of the Code; and   
(xii) as a result of the Reorganization, Parent will not be obligated to make a 
payment to an individual that would be a "parachute payment" to a "disqualified 
individual" as those terms are defined in Section 280G of the Code without      
regard to whether such payment is reasonable compensation for personal services 
performed or to be performed in the future.                                     

SECTION 4.11 Liabilities. Except as set forth in the Parent Filed SEC 
Documents, to the knowledge of Parent, neither Parent nor any of its            
Subsidiaries has any liabilities or obligations of any nature (whether accrued, 
absolute, contingent or otherwise) required by generally accepted accounting    
principles to be set forth on a consolidated balance sheet of Parent and its    
Subsidiaries or in the notes thereto, other than liabilities and obligations    
incurred in the ordinary course of business since December 31, 1998 and         
liabilities which would not, individually or in the aggregate, reasonably be    
expected to have a Material Adverse Effect on Parent.                           

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 SECTION 4.12 Litigation. Except as disclosed in Item 4.12 of the Parent
Letter or in the Parent Filed SEC Documents, as of the date of this Agreement,  
there is no suit, action, proceeding or investigation pending or, to Parent's   
knowledge, threatened, against Parent or any of its Subsidiaries that,          
individually or in the aggregate, would reasonably be expected to have a        
Material Adverse Effect on Parent or prevent or materially delay the            
consummation of the Reorganization. Except as disclosed in Item 4.12 of the     
Parent Letter or in the Parent Filed SEC Documents, neither Parent nor any of   
its Subsidiaries is subject to any outstanding judgment, order, writ, injunction
or decree that would, individually or in the aggregate, reasonably be expected  
to have a Material Adverse Effect on Parent or prevent or materially delay the  
consummation of the Reorganization.                                             

    SECTION 4.13 State Takeover Statutes. To the knowledge of Parent, no state
antitakeover statute or similar statute or regulation applicable to Parent is   
applicable to this Agreement or the transactions contemplated hereby. To the    
knowledge of Parent, no other "control share acquisition," "fair price,"        
"moratorium" or other antitakeover laws or regulations enacted under U.S.       
federal or state laws applicable to Parent apply to this Agreement or any of the
transactions related thereto.                                                   

  SECTION 4.14 Brokers. No broker, investment banker, financial advisor or
other person, other than Goldman, Sachs & Co., the fees and expenses of which   
will be paid by Parent (and are reflected in an agreement between Goldman, Sachs
& Co. and Parent, is entitled to any broker's, finder's, financial advisor's or 
other similar fee or commission in connection with the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of Parent.       

SECTION 4.15 Tax Status. To the knowledge of Parent after due         
investigation, neither Parent nor any of its Affiliates has taken any action or 
failed to take any action which action or failure would jeopardize the          
qualification of either the Merger or the VoiceStream Merger as a reorganization
within the meaning of Section 368(a) of the Code and/or as part of a transaction
described in Section 351(a) of the Code. To the knowledge of Parent after due   
investigation, there are no facts or circumstances relating to Parent or its    
Affiliates, including any covenants or undertakings of the Company pursuant to  
this Agreement, that would prevent Jones, Day, Reavis & Pogue from delivering   
the opinion referred to in Section 7.3(b) as of the date hereof.                

    SECTION 4.16 Interim Operations of Sub. Merger Sub C was formed solely for
the purpose of engaging in the transactions contemplated hereby, has engaged in 
no other business activities and has conducted its operations only as           
contemplated hereby.                                                            

  SECTION 4.17 Vote Required. The only vote of the holders of any class or
series of capital stock of Parent necessary to approve this Agreement and the   
transactions contemplated hereby is (i) with respect to the transactions        
contemplated by Sections 1.0(b) or 1.0(c), the affirmative vote of the holders  
of two-thirds of the outstanding shares of Parent Common Stock and (ii) with    
respect to the Parent Share Issuance, the affirmative vote of the holders of a  
majority of the outstanding shares of Parent Common Stock.                      

     SECTION 4.18 Transactions with Affiliates. Except as described in Item 4.18
of Parent Letter or the Parent SEC Documents, no Affiliate of Parent nor any    
stockholder, officer, director, partner, member, consultant or employee of any  
thereof, is at the date hereof a party to any transaction with Parent or any of 
its Subsidiaries, including any contract or arrangement providing for the       
furnishing of services to or by, providing for rental of real or personal       
property (including intellectual property) to or from, or otherwise requiring   
payments to or from Parent or any of its Subsidiaries, or any Affiliate thereof.

   SECTION 4.19 Opinion of Goldman, Sachs & Co. Parent has received the oral
opinion of Goldman, Sachs & Co. on the date hereof to the effect that, as of the
date hereof, the consideration to be paid by Parent in the Reorganization is    
fair to the Parent's stockholders from a financial point of view.               

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ARTICLE V 

COVENANTS RELATING TO CONDUCT OF BUSINESS 

SECTION 5.1 Conduct of Business by the Company Pending the            
Reorganization. During the period from the date of this Agreement until the     
Effective Time, the Company shall, and shall cause each of its Subsidiaries to, 
in all material respects, except as contemplated by this Agreement, carry on its
business in the ordinary course as currently conducted. Without limiting the    
generality of the foregoing, and except as otherwise contemplated by this       
Agreement (including the Annexes hereto) or as disclosed in the Company Letter, 
during such period, the Company shall not, and shall not permit any of its      
Subsidiaries to, without the prior written consent of Parent:                   

         (a) (i) declare, set aside or pay any dividends on, or make any other
  distributions in respect of, or redeem or repurchase, any of its capital
     stock or other equity interest, except for dividends by a Subsidiary of the
Company to its parent or (ii) split, combine or reclassify any of its 
   capital stock or other equity interest or issue or authorize the issuance
  of any other securities in respect of, in lieu of or in substitution for
shares of its capital stock;                                          

        (b) issue, deliver, sell, pledge or otherwise encumber any shares of
    its capital stock or other equity interest, any other voting securities or
any securities convertible into, or any rights, warrants or options to
acquire, any such shares, voting securities or convertible securities,
     other than the issuance of shares of Company Common Stock under the Company
 Long-Term Incentive Plan, Company Restricted Stock Plan or Tax Deferred
Savings Plan in the ordinary course or pursuant to the Investment     
Agreement;                                                            

     (c) amend its Restated Certificate of Incorporation or By-laws or
other similar organizational documents;                               

     (d) acquire, or agree to acquire, in a single transaction or in a
series of related transactions, any business or assets, other than (i)
     transactions that are in the ordinary course of business, and which involve
individually or in the aggregate a purchase price not in excess of    
    $5,000,000 and (ii) capital expenditures described in paragraph (e) below;

    (e) make or agree to make any new capital expenditure other than
   expenditures contemplated by the Company's capital budget for fiscal 1999
and expenditures not in excess of the dollar amount included in the   
Company's business plan for fiscal 2000;                              

        (f) sell, lease, license, encumber or otherwise dispose of, or agree
to sell, lease, license, encumber or otherwise dispose of, any of its 
     assets, other than transactions that are in the ordinary course of business
     and which involve assets having a current value not in excess of $5,000,000
individually or in the aggregate;                                     

        (g) increase the salary or wages payable or to become payable to its
directors, officers or employees, except for increases required under 
     employment agreements existing on the date hereof, and except for increases
  for officers and employees in the ordinary course of business consistent
  with past practices; or enter into any employment or severance agreement
with, or establish, adopt, enter into or amend, or make any grants or 
   awards under, any bonus, profit sharing, thrift, stock option, restricted
    stock, pension, retirement, deferred compensation, employment, termination
     or severance plan, agreement, policy or arrangement for the benefit of, any
     director, officer or employee, except, in each case, in the ordinary course
     of business consistent with past practices (including those with respect to
   the timing and amount of, and persons entitled to, grants and awards), or
as may be required by the terms of any such plan, agreement, policy or
arrangement or to comply with applicable law;                         

      (h) except as may be required as a result of a change in law or in
    generally accepted accounting principles, make any change in its method of
accounting or its fiscal year;                                        

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         (i) enter into, modify in any material respect, amend in any material
respect or terminate any material contract or agreement to which the  
    Company or any of its Subsidiaries is a party, or waive, release or assign
   any material rights or claims, in each case, in any manner adverse to the
Company or any of its Subsidiaries;                                   

  (j) amend any term of any of its outstanding securities in any
material respect;                                                     

     (k) adopt a plan or agreement of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other material reorganization;                                        

       (l) incur, assume or guarantee any material Indebtedness other than
pursuant to agreements in effect on the date hereof and listed in the 
Company Letter;                                                       

         (m) create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired,
   other than Liens incurred in the ordinary course of business or to secure
Indebtedness or other obligations permitted by this Agreement;        

       (n) create, incur, assume or suffer to exist any obligation whereby
the Company or its Subsidiaries guarantees any Indebtedness, leases,  
dividends or other obligations of any third party;                    

        (o) make any loan, advance or capital contributions to or investment
  in any Person, other than loans, advances or capital contributions to or
investments in its wholly owned Subsidiaries;                         

         (p) enter into any agreement or arrangement that materially limits or
    otherwise materially restricts the Company, any of its Subsidiaries or any
of their respective Affiliates or any successor thereto or that could,
after the Effective Time, limit or restrict Parent, any of its        
  Subsidiaries, the Surviving Corporation or any of their Affiliates, from
   engaging in the business of providing wireless communications services or
developing wireless communications technology anywhere in the world or
otherwise from engaging in any other business;                        

(q) settle, or propose to settle, any material litigation,  
investigation, arbitration, proceeding or other claim;                

      (r) make any material tax election or enter into any settlement or
compromise of any material tax liability;                             

  (s) take any action, other than as expressly permitted by this
  Agreement, that would make any representation or warranty of the Company
hereunder inaccurate in any material respect at the Effective Time; or

        (t) enter into any contract, agreement, commitment or arrangement to
do any of the foregoing.                                              

SECTION 5.2 Conduct of Business by Parent Pending the                 
Reorganization. During the period from the date of this Agreement until the     
Effective Time, except as contemplated by this Agreement or the Omnipoint       
Agreement, Parent shall not, and shall not permit any of its Subsidiaries to,   
without the prior written consent of the Company (which consent shall not be    
unreasonably withheld or delayed):                                              

     (a) amend its articles or certificate of incorporation, bylaws or
other applicable governing instrument;                                

   (b) amend any terms of the shares of Parent Common Stock in any
material respect;                                                     

    (c) split, combine, subdivide or reclassify any shares of Parent
Common Stock or declare, set aside or pay any dividend or other       
distribution (whether in cash, stock or property or any combination   
thereof) in respect of Parent Common Stock, except for (i) regular    
quarterly cash                                                        

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   dividends, (ii) regular dividends on any future series of preferred stock
  pursuant to the terms of such securities, or (iii) dividends paid by any
   Parent Subsidiary to Parent or any Parent Subsidiary that is, directly or
indirectly, wholly owned by Parent;                                   

     (d) take any action that would or would reasonably be expected to
prevent, impair or materially delay the ability of                    
Parent to consummate the transactions contemplated by this Agreement;           

       (e) change (i) its methods of accounting or accounting practices in
    any material respect except as required by concurrent changes in generally
accepted accounting principles or by law or (ii) its fiscal year;     

  (f) enter into or acquire any new line of business that (i) is
 material to Parent and (ii) is not strategically related to the current
business or operations of Parent;                                     

(g) agree or commit to do any of the foregoing;             

provided, however, that nothing herein shall preclude or restrict Parent from   
consummating the transactions contemplated by the Omnipoint Agreement.          

     SECTION 5.3 No Solicitation. (a) From the date hereof until the termination
hereof, the Company will not, and will cause its Affiliates, and the officers,  
directors, employees, investment bankers, attorneys, accountants, consultants or
other agents or advisors of the Company and its Affiliates, not to, directly or 
indirectly: (i) take any action to solicit, initiate, facilitate or encourage   
the submission of any Acquisition Proposal; (ii) other than in the ordinary     
course of business and not related to an Acquisition Proposal, engage in any    
discussions or negotiations with, or disclose any non-public information        
relating to the Company or any of its Subsidiaries or afford access to the      
properties, books or records of the Company or any of its Subsidiaries to, any  
Person who is known by the Company to be considering making, or has made, an    
Acquisition Proposal; (iii) (A) approve any transaction under Section 203 of the
Delaware Law or (B) approve of any Person's becoming an "interested stockholder"
under Section 203 of Delaware Law or (iv) enter into any agreement with respect 
to an Acquisition Proposal. Nothing contained in this Agreement shall prevent   
the Board of Directors of the Company from complying with Rule 14e-2 and Rule   
14d-9 under the 1934 Act with regard to an Acquisition Proposal; provided, that 
the Board of Directors of the Company shall not recommend that the stockholders 
of the Company tender their shares in connection with a tender offer except to  
the extent the Board of Directors of the Company by a majority vote determines  
in its good faith judgment that such a recommendation is required to comply with
the fiduciary duties of the Board of Directors of the Company to shareholders   
under applicable Delaware Law, after receiving the advice of outside legal      
counsel.                                                                        

    (b) The Company will notify Parent promptly (but in no event later than 24
hours) after receipt by the Company (or any of its advisors) of any Acquisition 
Proposal, or of any request (other than in the ordinary course of business and  
not related to an Acquisition Proposal) for non-public information relating to  
the Company or any of its Subsidiaries or for access to the properties, books or
records of the Company or any of its Subsidiaries by any Person who is known to 
be considering making, or has made, an Acquisition Proposal. The Company shall  
provide such notice orally and in writing and shall identify the Person making, 
and the terms and conditions of, any such Acquisition Proposal or request. The  
Company shall keep Parent fully informed, on a prompt basis (but in any event no
later than 24 hours), of the status and details of any such Acquisition Proposal
or request. The Company shall, and shall cause its Subsidiaries and the         
directors, employees and other agents of the Company and the Company            
Subsidiaries to, cease immediately and cause to be terminated all activities,   
discussions or negotiations, if any, with any Persons conducted prior to the    
date hereof with respect to any Acquisition Proposal.                           

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 SECTION 5.4 Third Party Standstill Agreements. Subject to the fiduciary
responsibilities of the Board of Directors of the Company, during the period    
from the date of this Agreement through the Effective Time, the Company shall   
enforce and shall not terminate, amend, modify or waive any standstill provision
of any confidentiality or standstill agreement between the Company and other    
parties entered into prior to the date hereof in connection with the process    
conducted by the Company to solicit acquisition proposals for the Company.      

     SECTION 5.5 Disclosure of Certain Matters; Delivery of Certain Filings. The
Company shall promptly advise Parent orally and in writing if there occurs, to  
the knowledge of the Company, any change or event which results in the executive
officers of the Company having a good faith belief that such change or event has
resulted in or is reasonably likely to result in a Material Adverse Effect on   
the Company or prevent or materially delay the consummation of the              
Reorganization. Parent shall promptly advise the Company orally and in writing  
if there occurs, to the knowledge of Parent, any change or event which results  
in the executive officers of Parent having a good faith belief that such change 
or event has resulted in or is reasonably likely to result in a Material Adverse
Effect on Parent. The Company shall provide to Parent, and Parent shall provide 
to the Company, copies of all filings made by the Company or Parent, as the case
may be, with any Governmental Entity in connection with this Agreement and the  
transactions contemplated hereby.                                               

   SECTION 5.6 Tax Status. During the period from the date of this Agreement
through the Effective Time, each of Parent, the Company and their respective    
Affiliates shall use its reasonable best efforts (i) to cause each of the Merger
and the VoiceStream Merger to qualify as a reorganization within the meaning of 
Section 368(a) of the Code and/or as part of a transaction described in Section 
351(a) of the Code and (ii) to obtain the opinions of counsel referred to in    
Section 7.2(b) and Section 7.3(b), including the execution of the tax           
certificates referenced therein.                                                

ARTICLE VI

ADDITIONAL AGREEMENTS 

   SECTION 6.1 Employee Benefits. (a) Parent shall take all necessary action
so that each person who is an employee of the Company or any of its Subsidiaries
as of the Effective Time (including each such person who is on vacation,        
temporary layoff, approved leave of absence, sick leave or short-or long-term   
disability) (a "Retained Employee") shall remain an employee of the Company or  
the Surviving Corporation or a Subsidiary of the Company or of the Surviving    
Corporation, as the case may be, immediately following the Effective Time. If   
any person who (a) is receiving, as of the Effective Time, long-term disability 
benefits and (b) was employed by Aerial or any of its Subsidiaries immediately  
before becoming eligible to receive long-term disability benefits ceases to be  
totally and permanently disabled and is able to return to employment, Parent    
shall take all necessary action so that, to the extent required by law, such    
person becomes an employee of the Company or the Surviving Corporation or a     
Subsidiary of the Company or of the Surviving Corporation, as the case may be.  
Prior to the Effective Time, TDS and the Company shall enter into an Employee   
Benefit Plans Separation Agreement whereby certain TDS employee benefit plans in
which the Company participates shall be spun-off to allow the Company to become 
the sole sponsor. The terms of the Employee Benefit Plans Separation Agreement  
shall provide, inter alia, for the termination (without the establishment of any
similar plan) of the Company's participation in the Telephone and Data Systems, 
Inc. Wireless Companies' Pension Plan and Telephone and Data Systems, Inc.      
Supplemental Executive Retirement Plan. Parent shall not be subject to any      
liability with respect to the Telephone and Data Systems, Inc. Wireless         
Companies' Pension Plan. Parent shall take all necessary action so that each    
employee benefit plan maintained by the Company or any of its Subsidiaries      
immediately before the Effective Time shall be continued immediately following  
the Effective Time. Parent shall take all necessary action so that, throughout  
the period beginning at the                                                     

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Effective Time and ending on September 30, 2000, the Company, the Surviving     
Corporation and their Subsidiaries will provide for each Retained Employee and  
former employee of the Company and its Subsidiaries, a level of employee        
benefits and aggregate compensation that is substantially comparable in the     
aggregate with that provided by the Company immediately prior to the Effective  
Time. Parent shall take all necessary action so that each Retained Employee     
shall after the Effective Time continue to be credited with the unused vacation 
and sick leave credited to such employee through the Effective Time under the   
applicable vacation and sick leave policies of the Company and its Subsidiaries,
and Parent shall permit or cause the Company, the Surviving Corporation and     
their Subsidiaries to permit such employees to use such vacation and sick leave.
Parent shall take all necessary action so that, for all purposes under each     
employee benefit plan maintained by Parent or any of its Subsidiaries in which  
employees or former employees of the Company and its Subsidiaries become        
eligible to participate upon or after the Effective Time, each such person shall
be given credit for all service with the Company and its Subsidiaries (or all   
service credited by the Company or its Subsidiaries) to the same extent as if   
rendered to Parent or any of its Subsidiaries. As of the Effective Time, the    
Company will have no Company Benefit Plans except for those Company Benefit     
Plans listed in Items 3.12(a) and 3.12(b) of the Company Letter. Item 6.1(a) of 
the Company Letter contains a true and complete list of each director, officer  
and employee of the Company and its Subsidiaries holding options under any      
Company Benefit Plan, and the dollar or share amounts thereof.                  

     (b) Except as otherwise provided in this Section or in Section 6.2, nothing
in this Agreement shall be interpreted as limiting the power of the Surviving   
Corporation to amend or terminate any particular Company Benefit Plan or any    
other particular employee benefit plan, program, agreement or policy or as      
requiring the Surviving Corporation to offer to continue (other than as required
by its terms) any written employment contract or to continue the employment of  
any specific person, provided, however, that no such termination or amendment   
may take away benefits or any other payments already accrued as of the time of  
such termination or amendment without the consent of such person, except as     
allowed by law.                                                                 

     (c) As of the Effective Time and subject to the applicable time limitations
contained herein, Parent shall honor or cause to be honored by the Company, the 
Surviving Corporation and their Subsidiaries all employment agreements, bonus   
agreements, severance agreements and non-competition agreements with the persons
who are directors, officers and employees of the Company and its Subsidiaries.  

   (d) Without limitation of Parent's or the Company's obligations under any
existing employment agreement, bonus agreement, severance agreement or          
non-competition agreement, Parent shall maintain, or shall cause the Company and
the Surviving Corporation to maintain, the Company's bonus programs through at  
least September 30 of the calendar year in which the Reorganization is          
consummated, with bonuses to be paid to each Retained Employee still employed at
such time participating thereunder at the greater of (A) such employee's target 
level and (B) the bonus such employee would have earned under the applicable    
Company bonus program if the transactions contemplated by this Agreement had not
occurred, in all events on a basis consistent with past practice, and in either 
case prorated on the basis of the portion of the calendar year elapsed as of the
time of termination of the relevant bonus program.                              

    (e) Parent shall, or shall cause the Company and the Surviving Corporation
to, (A) waive all limitations as to preexisting conditions, exclusions and      
waiting periods with respect to participation and coverage requirements         
applicable to the Retained Employees and former employees of the Company and its
Subsidiaries under any welfare or fringe benefit plan in which such employees   
and former employees may be eligible to participate after the Effective Time,   
other than limitations or waiting periods that are in effect with respect to    
such employees and that have not been satisfied                                 

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under the corresponding welfare or fringe benefit plan maintained by the Company
for the Retained Employees and former employees prior to the Effective Time, and
(B) provide each Retained Employee and former employee with credit under any    
welfare plans in which such employee or former employee becomes eligible to     
participate after the Effective Time for any co-payments and deductibles paid by
such Retained Employee or former employee for the then current plan year under  
the corresponding welfare plans maintained by the Company prior to the Effective
Time.                                                                           

  SECTION 6.2 Options; Restricted Stock Awards. (a) Prior to the Effective
Time, the Board of Directors of the Company (or the Stock Option Compensation   
Committee of the Board of Directors) shall adopt such resolutions or shall take 
such other actions as may be required, with respect to Company Stock Options and
Company Restricted Stock Units, to specifically approve the transactions        
contemplated by this Section 6.2. The Company shall use reasonable efforts to   
obtain any necessary consents of the holders of such Company Stock Options and  
Company Restricted Stock Units to effect this Section 6.2.                      

   (b) At the Effective Time, each Company Stock Option which is outstanding
immediately prior to the Effective Time pursuant to any Company Stock Plan shall
become and represent an option to purchase the number of shares of Parent Common
Stock (a "Substitute Option") determined by multiplying the number of Company   
Common Shares subject to such Company Stock Option immediately prior to the     
Effective Time by the Conversion Number, at an exercise price per share of      
Parent Common Stock (increased to the nearest whole cent) equal to the exercise 
price per Company Common Share subject to such Company Stock Option immediately 
prior to the Effective Time divided by the Conversion Number. All other terms   
and conditions applicable to the Company Stock Options, including vesting, shall
remain unchanged with respect to the Substitute Options. No fractional shares of
Parent Common Stock will be issued upon the exercise of Substitute Options. In  
lieu of such issuance, the shares of Parent Common Stock issued pursuant to the 
terms of this Agreement shall be rounded to the closest whole share of Parent   
Common Stock. After the Effective Time, except as otherwise provided in this    
Section 6.2, each Substitute Option shall be exercisable upon the same terms and
conditions as were applicable to the related Company Stock Option immediately   
prior to the Effective Time, after giving effect to the resolutions and other   
actions described in this Section 6.2. Not later than ten days following the    
Effective Time, Parent shall file a registration statement on Form S-8 or       
otherwise included in an existing registration statement with respect to the    
shares of Parent Common Stock to be issued upon exercise of the Substitute      
Options and shall use its best efforts to maintain the effectiveness of such    
registration statement for so long as the Substitute Options shall remain       
outstanding.                                                                    

(c) Pursuant to the Company Restricted Stock Plan, as of the date of  
approval by the stockholders of the Company of this Agreement, each Company     
Restricted Stock Unit shall become fully vested and each holder of a Company    
Restricted Stock Unit shall be entitled to receive from the Company a payment in
an amount equal to the Fair Market Value (as defined by the Restricted Stock    
Unit Plan) of such Restricted Stock Unit determined on such vesting date. Such  
payment shall be made in cash or Company Common Shares, as determined in the    
sole discretion of the Chairman of the Company.                                 

SECTION 6.3 Company Stockholders Meeting. (a) The Company shall call a
meeting of the holders of Company Common Stock (the "Company Stockholders       
Meeting") to be held as promptly as practicable for the purpose of voting upon  
the Reorganization. Except as provided below, the Board of Directors of each    
party shall recommend approval and adoption of this Agreement and the           
transactions contemplated hereby by its respective stockholders and Parent and  
the Company shall each take all lawful action to solicit such approval,         
including timely mailing of the Proxy Statement/ Prospectus. The Board of       
Directors of the Company shall be permitted to withdraw, or modify in a manner  
adverse to Parent, its recommendation to its stockholders, but only if (i) the  
Board of                                                                        

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Directors of the Company determines in good faith by majority vote of all       
directors entitled to vote on the approval of this Agreement, on the basis of   
the advice of the Company's outside counsel that it is required under Delaware  
law to take such action in order for the Board of Directors to comply with its  
fiduciary duties under applicable Delaware Law, (ii) the Company shall have     
delivered to Parent three Business Days' prior written notice advising Parent   
that it intends to take such action and the Company's Board of Directors has    
considered any proposed changes to this Agreement (if any) proposed by Parent   
and (iii) the Company has fully and completely complied with Section 5.3 and    
this Section. Unless this Agreement is previously terminated in accordance with 
Section 8.1, the Company shall submit this Agreement to its stockholders at the 
meeting required to be called and held pursuant to this Section 6.3(a), even if 
the Company's Board of Directors determines at any time after the date hereof   
that it is no longer advisable or recommends that its stockholders reject it.   

(b) Parent shall call a meeting of its stockholders (the "Parent      
Stockholder Meeting" and, together with the Company Stockholder Meeting, the    
"Stockholder Meetings"), to be held as promptly as practicable for the purpose  
of voting upon the Reorganization and Parent Share Issuance. Unless waived by   
the Company, Parent shall use its reasonable commercial efforts to cause the    
Parent Stockholder Meeting to be coordinated with and held at the same time and 
place as the vote of the Parent Stockholders, as defined below, with respect to 
the Omnipoint Agreement. Parent shall, though its Board of Directors, recommend 
to the holders of Parent Common Stock approval of the Reorganization and Parent 
Share Issuance. Unless this Agreement is previously terminated in accordance    
with Section 8.1, Parent shall submit the Reorganization and Parent Share       
Issuance to its stockholders at the meeting required to be called and held      
pursuant to this Section 6.3(a), even if Parent's Board of Directors determines 
at any time after the date hereof that it is no longer advisable or recommends  
that its stockholders reject it.                                                

   (c) The Company and Parent shall coordinate and cooperate with respect to
the timing of the Stockholder Meetings and shall use their reasonable commercial
efforts to hold such meetings on the same day. Parent shall use its reasonable  
best efforts to cause the record date for the Parent Stockholder Meeting to be  
set as of a date prior to the consummation of the transactions contemplated by  
the Omnipoint Agreement.                                                        

SECTION 6.4 Preparation of the Registration Statement and Joint Proxy 
Statement. The Company and Parent shall promptly prepare and file with the SEC  
the Joint Proxy Statement and Parent shall prepare and file with the SEC the    
Registration Statement, in which the Joint Proxy Statement will be included as a
prospectus. Unless waived by the Company, the Company and Parent shall use their
reasonable commercial efforts to cause the Joint Proxy Statement to be combined 
with the proxy statement of Parent and Omnipoint relating to the Omnipoint      
Agreement. Each of the Company and Parent shall use its reasonable efforts to   
have the Registration Statement declared effective under the Securities Act as  
promptly as practicable after such filing. Parent shall also take any reasonable
action (other than qualifying to do business in any jurisdiction in which it is 
now not so qualified) required to be taken under any applicable state securities
laws in connection with the issuance of Parent Common Stock in connection with  
the Reorganization and upon any exercise of the Substitute Options. The Company 
shall furnish all information concerning the Company and the holders of shares  
of Company Common Stock as may be reasonably requested by Parent in connection  
with any such action. Parent shall notify the Company promptly of the receipt of
any comments from the SEC or its staff and of any request by the SEC or its     
staff for amendments or supplements to the Registration Statement or the Joint  
Proxy Statement or for additional information and will supply the Company with  
copies of all correspondence between Parent or any of its representatives, on   
the one hand, and the SEC or its staff, on the other hand, with respect to the  
Registration Statement, the Joint Proxy Statement or the Reorganization. If at  
any time prior to the Company Stockholders Meeting there shall occur any event  
that should be set forth in an amendment or supplement to the Registration      
Statement or the Joint Proxy Statement, each of Parent and the                  

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Company shall promptly prepare and mail to the stockholders of the Company and  
Parent such an amendment or supplement. Parent and the Company shall cooperate  
in the preparation of the Registration Statement, the Joint Proxy Statement or  
any amendment or supplement thereto.                                            

   SECTION 6.5 Comfort Letters. (a) The Company shall use reasonable efforts
to cause to be delivered to Parent "comfort" letters of Arthur Andersen LLP, the
Company's independent public accountants, dated the date on which the           
Registration Statement shall become effective and as of the Effective Time, and 
addressed to Parent and the Company, in form and substance reasonably           
satisfactory to Parent and as is reasonably customary in scope and substance for
letters delivered by independent public accountants in connection with          
transactions such as those contemplated by this Agreement.                      

 (b) Parent shall use reasonable efforts to cause to be delivered to the
Company "comfort" letters of Arthur Andersen LLP, Parent's independent public   
accountants, dated the date on which the Registration Statement shall become    
effective and as of the Effective Time, and addressed to the Company and Parent,
in form and substance reasonably satisfactory to the Company and as is          
reasonably customary in scope and substance for letters delivered by independent
public accountants in connection with transactions such as those contemplated by
this Agreement.                                                                 

  SECTION 6.6 Access to Information. Upon reasonable notice and subject to
restrictions contained in confidentiality agreements to which the Company is    
subject and subject to the terms of the Reciprocal Non-Disclosure and           
Confidentiality Agreement dated December 28, 1998, between Series A Stockholder 
on behalf of itself and its Affiliates, including the Company, and Parent, as   
the same may be amended, supplemented or modified (the "Confidentiality         
Agreement"), (a) the Company shall, and shall cause each of its Subsidiaries to,
afford to Parent and to the officers, employees, accountants, counsel and other 
representatives of Parent all reasonable access, during normal business hours   
during the period prior to the Effective Time, to all their respective lenders, 
agents and other representatives, properties, assets, books, contracts,         
commitments and records and, during such period, the Company shall (and shall   
cause each of its subsidiaries to) furnish promptly to Parent all information   
concerning its business, properties and personnel as Parent may reasonably      
request, including a copy of each report, schedule, registration statement and  
other document filed or received by it during such period pursuant to the       
requirements of the federal or state securities laws or the federal Tax laws and
(b) Parent shall, and shall cause each of its Subsidiaries to, afford to the    
Company and to the officers, employees, accountants, counsel and other          
representatives of the Company all reasonable access, during normal business    
hours during the period prior to the Effective Time, to all their respective    
properties, books, contracts, commitments and records and, during such period,  
Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to  
the Company all information concerning its business, properties and personnel as
the Company may reasonably request, including a copy of each report, schedule,  
registration statement and other document filed or received by it during such   
period pursuant to the requirements of the federal or state securities laws or  
the federal Tax laws.                                                           

  SECTION 6.7 Compliance with the Securities Act. (a) No later than thirty
days following the date of this Agreement, the Company shall cause to be        
prepared and delivered to Parent a list identifying all persons who, at the time
of the Company Stockholders Meeting, may be deemed to be an "affiliate" of the  
Company, as such term is used in paragraphs (c) and (d) of Rule 145 under the   
Securities Act (the "Rule 145 Affiliates"). The Company shall use reasonable    
efforts to cause each person who is identified as a Rule 145 Affiliate in such  
list (except Series A Stockholder and Investor) to deliver to Parent on or prior
to the Effective Time a written agreement, in a form to be approved by the      
parties hereto, that such Rule 145 Affiliate shall not sell, pledge, transfer or
otherwise dispose of any shares of Parent Common Stock issued to such Rule 145  
Affiliate in connection with the Reorganization, except pursuant to an effective
registration statement or in                                                    

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compliance with such Rule 145 or another exemption from the registration        
requirements of the Securities Act.                                             

   (b) Prior to the Effective Time, the Board of Directors of Parent (or the
committee of the Board of Directors of Parent composed solely of two or more    
"Non-Employee Directors," as that term is defined in Rule 16b-3(b)(3)(i) under  
the Exchange Act, administering the stock plans of Parent) shall adopt such     
resolutions or shall take such other actions as are required to specifically    
approve the acquisitions of Parent Common Stock and Substitute Options at the   
Effective Time, as contemplated by Sections 2.1(c) and 6.2, by directors,       
officers or employees of the Company who may become directors or officers of    
Parent, such approvals to be given for the purpose of exempting such            
acquisitions under Rule 16b-3 under the Exchange Act, it being acknowledged that
such approvals shall not adversely affect Parent's ability subsequently to      
determine that any such person has not in fact become a director or officer of  
Parent.                                                                         

     SECTION 6.8 Stock Exchange Listings. Parent shall use reasonable efforts to
be included on Nasdaq, upon notification of issuance, the shares of Parent      
Common Stock to be issued in connection with the Reorganization and upon any    
exercise of the Substitute Options.                                             

     SECTION 6.9 Fees and Expenses. (a) Except as provided below in this Section
6.9, all fees and expenses incurred in connection with the Reorganization, this 
Agreement and the transactions contemplated hereby shall be paid by the party   
incurring such fees or expenses, whether or not the Reorganization is           
consummated.                                                                    

    (b) In the event that Parent terminates this Agreement pursuant to Section
8.1(c)(i) or Section 8.1(e), the Company shall pay, or cause to be paid, in same
day funds to Parent within five (5) Business Days of such termination,          
$40,000,000 (the "Termination Fee").                                            

     SECTION 6.10 Public Announcements. Parent and the Company will consult with
each other before issuing any press release or otherwise making any public      
statements with respect to the transactions contemplated by this Agreement and  
shall not issue any such press release or make any such public statement prior  
to such consultation, except as may be required by applicable law, fiduciary    
duties or by obligations pursuant to any listing agreement with any national    
securities exchange.                                                            

  SECTION 6.11 Real Estate Transfer Tax. Parent and the Company agree that
either the Surviving Corporation or the Company (without any liability to any of
the Company's stockholders) will pay any state or local Tax which is            
attributable to the transfer of the beneficial ownership of the Company's or its
Subsidiaries' real property, if any (collectively, the "Transfer Taxes"), and   
any penalties or interest with respect to the Transfer Taxes, payable in        
connection with the consummation of the Reorganization. The Company agrees to   
cooperate with Parent in the filing of any returns with respect to the Transfer 
Taxes, including supplying in a timely manner a complete list of all real       
property interests held by the Company and its Subsidiaries and any information 
with respect to such property that is reasonably necessary to complete such     
returns. The portion of the consideration allocable to the real property of the 
Company and its Subsidiaries shall be determined by Parent in its reasonable    
discretion. To the extent permitted by law, the Company's stockholders shall be 
deemed to have agreed to be bound by the allocation established pursuant to this
Section 6.11 in the preparation of any return with respect to the Transfer      
Taxes.                                                                          

 SECTION 6.12 State Takeover Laws. If any "fair price" or "control share
acquisition" statute or other similar statute or regulation shall become        
applicable to the transactions contemplated hereby, Parent and the Company and  
their respective Boards of Directors shall use reasonable efforts to grant such 
approvals and take such actions as are necessary so that the transactions       
contemplated hereby may be consummated as promptly as practicable on the terms  
contemplated hereby and otherwise act to minimize the effects of any such       
statute or regulation on the transactions contemplated hereby.                  

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    SECTION 6.13 Indemnification; Directors and Officers Insurance. (a) Parent
shall, or shall cause the Surviving Company to, continue to provide all rights  
to indemnification or exculpation, existing in favor of a director, officer,    
employee or agent (an "Indemnified Person") of the Company or any of its        
Subsidiaries (including, without limitation, rights relating to advancement of  
expenses and indemnification rights to which such persons are entitled because  
they are serving as a director, officer, agent or employee of another entity at 
the request of the Company or any of its Subsidiaries), as provided in the      
Restated Certificate of Incorporation of the Company, the By-laws of the Company
or any indemnification agreement, in each case, as in effect on the date of this
Agreement, and relating to actions or events through the Effective Time, and    
such rights to indemnification shall survive the Reorganization and shall       
continue in full force and effect, without any amendment thereto; provided,     
however, that neither Parent nor the Surviving Corporation shall be required to 
indemnify any Indemnified Person in connection with any proceeding (or portion  
thereof) to the extent involving any claim initiated by such Indemnified Person 
unless the initiation of such proceeding (or portion thereof) was authorized by 
the Board of Directors of the Company or unless such proceeding is brought by an
Indemnified Person to enforce rights under this Section 6.13; provided further  
that any determination required to be made with respect to whether an           
Indemnified Person's conduct complies with the standards set forth under the    
DGCL, the Restated Certificate of Incorporation of the Company, the By-laws of  
the Company or any such agreement, as the case may be, shall be made by         
independent legal counsel selected by Parent and reasonably acceptable to such  
Indemnified Person; and provided further that nothing in this Section 6.13 shall
impair any rights of any Indemnified Person. Without limiting the generality of 
the preceding sentence, in the event that any Indemnified Person becomes        
involved in any actual or threatened action, suit, claim, proceeding or         
investigation after the Effective Time relating to actions prior to the         
Effective Time, Parent shall, or shall cause the Surviving Corporation to,      
promptly advance to such Indemnified Person his or her legal and other expenses 
(including the cost of any investigation and preparation incurred in connection 
therewith), subject to the providing by such Indemnified Person of an           
undertaking to reimburse all amounts so advanced in the event of a              
non-appealable determination of a court of competent jurisdiction that such     
Indemnified Person is not entitled thereto.                                     

 (b) Subject to the prior written approval by Parent, which shall not be
unreasonably withheld, prior to the Effective Time, the Company shall have the  
right to obtain and pay for in full a "tail" coverage directors' and officers'  
liability insurance policy ("D&O Insurance") covering a period of not more than 
six years after the Effective Time and providing coverage in amounts and on     
terms consistent with the Company's existing D&O Insurance. In the event the    
Company does not obtain such insurance, Parent shall cause the Surviving        
Corporation to continue to provide D&O Insurance relating to actions or events  
through the Effective Time (through Series A Stockholder or directly with an    
insurance carrier), for a period of not more than six years after the Effective 
Time; provided, that the Surviving Corporation may substitute therefor policies 
of substantially similar coverage and amounts containing terms no less          
advantageous to such former directors or officers; provided further that if the 
existing D&O Insurance expires or is cancelled during such period, Parent or the
Surviving Corporation shall make reasonable commercial efforts to obtain        
substantially similar D&O Insurance; and provided further that the Company shall
not be required to expend, in order to maintain or procure an annual D&O        
Insurance policy, an amount in excess of 200% of the last annual premium paid   
prior to the date hereof, but in such case shall purchase as much coverage as   
possible for such amount.                                                       

    (c) The provisions of this Section 6.13 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Person, his or her heirs and  
his or her personal representatives and shall be binding upon the successors and
assigns of Parent, the Company and the Surviving Company.                       

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  SECTION 6.14 Best Efforts. (a) Subject to the provisions hereof, each of
the Company, Parent and Merger Sub C agrees to use best efforts to consummate   
and make effective, in the most expeditious manner practicable, the             
Reorganization and the other transactions contemplated by this Agreement;       
provided, however, that neither Parent nor any of its Subsidiaries shall be     
required, nor, without the consent of Parent, shall the Company or its          
Subsidiaries be permitted, to divest or hold separate or otherwise take or      
commit to take any action that limits its freedom of action with respect to the 
Company, Parent or any of their Subsidiaries or any material portion of the     
assets of the Company, Parent or any of their Subsidiaries or any of the        
business, product lines, or assets of the Company, Parent or any of their       
Subsidiaries. Without limiting the foregoing, (i) each of the Company, Parent   
and Merger Sub C agrees to use best efforts to take, or cause to be taken, all  
actions necessary to comply promptly with all legal requirements that may be    
imposed on itself with respect to the Reorganization (which actions shall       
include furnishing all information required under the HSR Act and all actions   
required in connection with approvals of or filings with the FCC, state public  
utility or service commissions or similar agencies and any other Governmental   
Entity) and shall promptly cooperate with and furnish information to each other 
in connection with any such requirements imposed upon any of them or any of     
their Subsidiaries in connection with the Reorganization and (ii) each of the   
Company, Parent and Merger Sub C shall, and shall cause its Subsidiaries to, use
best efforts to obtain (and shall cooperate with each other in obtaining) any   
consent, authorization, order or approval of, or any exemption by, the FCC,     
state public utility or service commissions or similar agencies and any other   
Governmental Entity or other public or private third party required to be       
obtained or made by Parent, Sub, the Company or any of their Subsidiaries in    
connection with the Reorganization or the taking of any action contemplated     
thereby or by this Agreement. Notwithstanding anything to the contrary contained
in this Agreement, in connection with any filing or submission required or      
action to be taken by Parent, the Company or any of its respective Subsidiaries 
to consummate the Reorganization or the other transactions contemplated in this 
Agreement, the Company shall not, without Parent's prior written consent, commit
to any divestiture of assets or businesses of the Company and its Subsidiaries  
if such divested assets and/or businesses are material to the assets or         
profitability of the Company and its Subsidiaries taken as a whole.             

 (b) As promptly as practicable after the execution and delivery of this
Agreement, Parent and the Company shall prepare all appropriate applications for
FCC approval, and such other documents as may be required, with respect to the  
transfer of control of the Company and Parent to Holding Company (collectively, 
the "FCC Applications"). Not later than the tenth Business Day following        
execution and delivery of this Agreement, the Company and Parent will exchange  
with each other their respective completed portions of the FCC Applications. Not
later than the fifteenth Business Day following the execution and delivery of   
this Agreement, the Company and Parent shall file, or cause to be filed, the FCC
Applications. If the Effective Time shall not have occurred for any reason      
within any applicable initial consummation period, and neither the Company nor  
Parent shall have terminated this Agreement pursuant to Section 8.1, Parent and 
the Company shall jointly request one or more extensions of the consummation    
period of such grant. No party hereto shall knowingly take, or fail to take, any
action if the intent or reasonably anticipated consequence of such action or    
failure to act is, or would be, to cause the FCC not to grant approval of the   
FCC Applications or delay either such approval or the consummation of the       
transfer of control of the Company. Parent and the Company shall each pay       
one-half ( 1/2) of any FCC fees, if applicable, in connection with the filing or
granting of approval of the FCC Applications. Each of Parent and the Company    
shall bear its own expenses in connection with the preparation and prosecution  
of the FCC Applications. Parent and the Company shall each use all commercially 
reasonable efforts to prosecute the FCC Applications in good faith and with due 
diligence before the FCC and in connection therewith shall take such action or  
actions as may be necessary or reasonably required in connection with the FCC   
Applications,                                                                   

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including furnishing to the FCC any documents, materials or other information   
requested by the FCC in order to obtain such FCC approval as expeditiously as   
practicable.                                                                    

(c) Promptly after the date hereof, Parent and the Company (as may be 
required pursuant to the HSR Act) will complete all documents required to be    
filed with the Federal Trade Commission and the Department of Justice in order  
to comply with the HSR Act and, not later than 20 Business Days after the date  
hereof, together with the Persons who are required to join in such filings,     
shall file the same with the appropriate Governmental Entities. Parent and the  
Company shall each pay one-half ( 1/2) of any fees that may be payable in       
connection with the filing pursuant to the HSR Act. Parent and the Company shall
promptly furnish all materials thereafter required by any of the Governmental   
Entities having jurisdiction over such filings and shall take all reasonable    
actions and shall file and use all reasonable efforts to have declared effective
or approved all documents and notifications with any such Governmental Entities,
as may be required under the HSR Act or other federal antitrust laws for the    
consummation of the Transactions and any other transactions contemplated hereby.

(d) Each of the Company and Parent shall promptly notify the other of:

       (i) any notice or other communication from any Person alleging that
 the consent of such Person is or may be required in connection with the
transactions contemplated by this Agreement;                          

          (ii) any notice or other communication from any Governmental Entity in
connection with the transactions contemplated by this Agreement;      

        (iii) the occurrence, or non-occurrence, of any event the occurrence
 or non-occurrence of which would be reasonably be expected to cause any
    representation or warranty made by it and contained herein to be untrue or
     inaccurate in any material respect at any time during the period commencing
on the date hereof and ending at the Effective Time;                  

          (iv) any failure of such party to comply with or satisfy any covenant,
  condition or agreement to be complied with or satisfied by it hereunder;
     provided, however, that the delivery of any notice pursuant to this Section
6.14(d) shall not limit or otherwise affect the remedies available    
hereunder to the party receiving such notice;                         

 (v) any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against such party which, if
 pending on the date of this Agreement, would have been required to have
 been disclosed pursuant to Section 3.13, in the case of the Company, or
     Section 4.12, in the case of Parent, or which relate to the consummation of
the Transactions; and                                                 

  (vi) any event, condition or state of facts which could have a
Material Adverse Effect on such party.                                

SECTION 6.15 Certain Litigation. The Company agrees that it shall not 
settle any litigation commenced after the date hereof against the Company or any
of its directors by any stockholder of the Company relating to the              
Reorganization, this Agreement or the Stockholder Agreement without the prior   
written consent of Parent, which consent shall not be unreasonably withheld or  
delayed.                                                                        

  SECTION 6.16 Transition Services Agreement. Parent, Company and Series A
Stockholder shall enter into the Transition Services Agreement in the form      
attached hereto as Annex C on or prior to the Effective Time.                   

     SECTION 6.17 Registration Rights Agreement. Parent and Series A Stockholder
shall enter into the Registration Rights Agreement in the form attached hereto  
as Exhibit A to the Stockholder Agreement on or prior to the Effective Time.    

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   SECTION 6.18 Investor Claim. Matters relating to the investment and claim
by the Investor are set forth on Annex E hereto.                                

SECTION 6.19 Intercompany Service Agreements. Each of the following   
agreements ("Intercompany Service Agreements") and, except as provided in the   
Transition Services Agreement or in this Agreement, all other agreements between
the Company and its Subsidiaries, on the one hand, and Series A Stockholder and 
its Subsidiaries (other than the Company and its Subsidiaries) on the other     
hand, shall be terminated as of the Effective Time and, as provided in Section  
6.23, all amounts due from one party to another thereunder shall be settled in  
cash on or prior to the Effective Time:                                         

(i) Cash Management Agreement;                              

(ii) Insurance Cost Sharing Agreement;                      

(iii) Intercompany Agreement;                               

(iv) Exchange Agreement;                                    

(v) Employee Benefit Plan Agreement; and                    

(vi) Company Registration Rights Agreement.                 

    Following such termination, except as otherwise provided in this Agreement
or the Transition Services Agreement, the Company and Series A Stockholder shall
release each other with respect to any Loss relating to or arising from the     
foregoing agreements and all amounts due thereunder on and after the Effective  
Time.                                                                           

     SECTION 6.20 Revolving Credit Agreement. On the date of this Agreement, the
Company, Operating Company, Series A Stockholder and Parent shall enter into the
Debt/Equity Replacement Agreement attached hereto as Annex F.                   

SECTION 6.21 Series A and B Notes. Prior to the Effective Time, Parent
shall, with the assistance of the Company, acquire all of the Series A Notes and
Series B Notes. Any investment banking firm engaged in connection with such     
acquisition shall be selected by the Series A Stockholder subject to the consent
of Parent (including such investment banking firm's fees and expenses), which   
shall not be unreasonably withheld. Unless otherwise determined pursuant to the 
preceding sentence, the parties hereto agree that Credit Suisse First Boston    
Corporation ("CSFB") shall be engaged to assist Parent in acquiring the Series A
Notes and Series B Notes. Parent shall bear the fees and expenses of acquiring  
the Series A Notes and Series B Notes (including the fees and reasonable        
expenses of counsel and of CSFB or other investment banking firm selected       
pursuant to this Section), and shall be responsible for and pay any make-whole  
premium (the "Make-Whole Premium"), to the extent the amount of the Make-Whole  
Premium is less than or equal to the difference (the "Parent Cost") between the 
Redemption Present Value and accreted value of the Notes on the date such Notes 
are acquired. The Redemption Present Value of the Notes shall be computed by    
CSFB in accordance with standard market practice, and shall equal the present   
value of the redemption price of such Notes corresponding to the earliest       
Optional Redemption Date, as defined in the Series A Indenture and the Series B 
Indenture (November 1, 2001 in the case of the Series A Notes and February 1,   
2003 in the case of the Series B Notes), discounted from such date to the date  
of acquisition, using a discount rate equal to a comparable Treasury rate with  
respect to such Note plus 50 basis points. Series A Stockholder shall be        
responsible for and shall pay the amount of any Make-Whole Premium in excess of 
the Parent Cost. Following the acquisition of the Series A Notes and Series B   
Notes, on or prior to the Effective Time, Series A Stockholder shall be released
and discharged in full from the Series A Guaranty and the Series B Guaranty and 
such guarantees shall be terminated.                                            

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  SECTION 6.22 Nokia Credit Agreement. At the Effective Time, Parent shall
cause all obligations, including accrued interest, under the Nokia Credit       
Agreement to be repaid in full and the Nokia Credit Agreement and the Nokia     
Guaranty shall be terminated, or Parent shall obtain an amendment to the Nokia  
Credit Agreement (including the substitution of Parent as guarantor thereunder  
and the release and discharge in full of the Series A Stockholder's obligations 
under the Nokia Guaranty), to permit the Reorganization to occur without        
resulting in a default under the Nokia Credit Agreement. Parent shall bear the  
expense of refinancing all borrowings under the Nokia Credit Agreement.         
Following such action, on or prior to the Effective Time, Series A Stockholder  
shall be released and discharged in full from the Nokia Guaranty.               

SECTION 6.23 Intercompany Accounts. All intercompany accounts payable,
receivables, loans, including accrued interest and any penalties, accrued but   
unpaid guarantee fees and other intercompany accounts ("Intercompany            
Accounts")between the Company and its Subsidiaries, on the one hand, and Series 
A Stockholder and its Subsidiaries (other than the Company and its              
Subsidiaries), on the other hand, including amounts due from one party to       
another under the Intercompany Service Agreements, shall be settled and paid in 
cash on or prior to the Effective Time. To the extent necessary Parent shall    
advance funds to the Company on or prior to the Effective Time to permit the    
Company to settle all Intercompany Accounts with Series A Stockholder. The      
parties acknowledge and agree that the preparation of financial statements and  
accounts will necessarily require the parties to estimate the amounts of certain
Intercompany Accounts and, accordingly, except as otherwise provided in the     
Transition Services Agreement, the parties agree that they will cooperate after 
the Effective Time to true-up such estimates considering actual experience or   
information learned after the Effective Time. The parties hereto agree to       
true-up and settle such estimates in cash within 30 days after notice from the  
other party specifying in reasonable detail the final amount of any such        
Intercompany Account. Following such settlement, the Company and Series A       
Stockholder shall release each other with respect to any Loss relating to or    
arising from any such intercompany accounts on and after the Effective Time.    

     SECTION 6.24 Tax Allocation Agreement and Tax Settlement Agreement. The Tax
Allocation Agreement shall terminate as of the Effective Time and none of the   
parties thereto shall have any liability to any other party thereunder following
the Effective Time. The Tax Settlement Agreement shall remain in full force and 
effect in accordance with its terms following the Effective Time, and the       
Company shall withdraw its contention, made in a letter dated June 8, 1999 from 
the Company to the Series A Stockholder, that an error in the application of the
federal income tax law was made in the tax settlement model referred to in      
Section 2 of the Tax Settlement Agreement.                                      

SECTION 6.25 Parent Stockholder Voting Agreement. Hellman & Friedman  
Investors, L.P., H & F Orchard Partners, L.P., H & F International Partners,    
L.P., John W. Stanton, Theresa E. Gillespie, PNCellular, Inc., Stanton Family   
Trust, Stanton Communications Corporation, GS Capital Partners, L.P., The       
Goldman Sachs Group, Inc., Bridge Street Fund 1992, L.P., Stone Street Fund     
1992, L.P., Providence Media Partners, L.P., Hutchinson Telecommunications      
Holdings (USA) Limited and Hutchinson Telecommunications PCS (USA) Limited      
("Parent Stockholders"), who hold 46% of the fully diluted voting power of the  
Parent Company Stock on the date hereof, shall enter into the Parent Stockholder
Voting Agreement with the Company in the form attached hereto as Annex G        
pursuant to which such stockholders of Parent shall agree to vote for the       
Reorganization and Parent Share Issuance.                                       

SECTION 6.26 Agreements Regarding Taxes.                              

          (a) Series A Stockholder Liability for Taxes. The Series A Stockholder
shall be liable for and shall indemnify Parent and the Company and its
   Subsidiaries for all Taxes (including any obligation to contribute to the
  payment of a Tax determined on a consolidated, combined or unitary basis
with respect to a group of corporations that includes or included the 
Company or                                                            

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any of its Subsidiaries and Taxes resulting from the Company and its  
   Subsidiaries ceasing to be a member of the Series A Stockholder's Group),
(i) imposed on the Series A Stockholder's Group or any member thereof 
  (other than the Company and its Subsidiaries) for any taxable year, (ii)
    imposed on the Company or any of its Subsidiaries or for which the Company
    or any of its Subsidiaries may otherwise be liable for any taxable year or
   period that ends on or before the date on which the Effective Time occurs
(the "Effective Date"), and with respect to any taxable year or period
   beginning before and ending after the Effective Date, the portion of such
   taxable year ending on and including the Effective Date, or (iii) imposed
on Parent or the Company or any of its Subsidiaries as a result of the
receipt of any payment made to it pursuant to the provisions of this  
Section 6.26. Except as set forth in Section 6.26(d), the Series A    
     Stockholder shall be entitled to any refund of Taxes of the Company and its
Subsidiaries received for such periods.                               

  (b) Parent Liability for Taxes. Parent shall be liable for and
     indemnify the Series A Stockholder for (i) the Taxes of the Company and any
  of its Subsidiaries for any taxable year or period that begins after the
  Effective Date and, with respect to any taxable year or period beginning
 before and ending after the Effective Date, the portion of such taxable
year beginning after the Effective Date and (ii) Taxes imposed on the 
    Series A Stockholder as a result of any payment made to it pursuant to the
    provisions of this Section 6.26. Parent shall be entitled to any refund of
     Taxes of the Company and any of its Subsidiaries received for such periods.

        (c) Taxes for Short Taxable Year. For purposes of paragraphs (a) and
   (b), whenever it is necessary to determine the liability for Taxes of the
Company or any of its Subsidiaries for a portion of a taxable year or 
period that begins before and ends after the Effective Date, the      
  determination of the Taxes of such entity for the portion of the year or
  period ending on, and the portion of the year or period beginning after,
  the Effective Date shall be determined by assuming that the entity had a
taxable year or period which ended at the close of the Effective Date,
    except that exemptions, allowances or deductions that are calculated on an
    annual basis, such as the deduction for depreciation, shall be apportioned
on a time basis.                                                      

    (d) Refunds from Carrybacks. If the Series A Stockholder becomes
entitled to a refund or credit of Taxes for any period for which it is
liable under Section 6.26(a) to indemnify Parent and such Taxes are   
  attributable solely to the carryback of losses, credits or similar items
from a taxable year or period that begins after the Effective Date and
attributable to the Company or any of its Subsidiaries, the Series A  
Stockholder shall promptly pay to Parent the amount of such refund or 
    credit together with any interest thereon. In the event that any refund or
   credit of Taxes for which a payment has been made is subsequently reduced
or disallowed, Parent shall indemnify and hold harmless the Series A  
Stockholder for any Tax liability, including interest and penalties,  
 assessed against the Series A Stockholder by reason of the reduction or
disallowance.                                                         

       (e) Tax Returns. The Series A Stockholder shall file or cause to be
   filed when due all Tax Returns with respect to Taxes that are required to
    be filed by or with respect to the Company and any of its Subsidiaries for
   taxable years or periods ending on or before the Effective Date and shall
    pay any Taxes due in respect of such Tax Returns, and Parent shall file or
   cause to be filed when due all Tax Returns with respect to Taxes that are
required to be filed by or with respect to the Company and any of its 
   Subsidiaries for taxable years or periods ending after the Effective Date
    and shall remit any Taxes due in respect of such Tax Returns. The Series A
   Stockholder shall pay Parent the Taxes for which the Series A Stockholder
is liable pursuant to Section 6.26(a) but which are payable with Tax  
   Returns to be filed by Parent pursuant to the previous sentence within 10
days prior to the due date for the filing of such Tax Returns.        

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     (f) Contest Provisions. Parent shall promptly notify the Series A
     Stockholder in writing upon receipt by Parent, any of its Affiliates or the
   Company or any of its Subsidiaries of notice of any pending or threatened
federal, state, local or foreign income or franchise tax audit or     
   assessment which may materially affect the Taxes of the Company or any of
  its Subsidiaries for which the Series A Stockholder would be required to
indemnify Parent pursuant to Section 6.26(a), provided that failure to
comply with this provision shall not affect Parent's right to         
 indemnification hereunder. The Series A Stockholder shall have the sole
   right to represent the Company and its Subsidiaries' interests in any tax
 audit or administrative or court proceeding relating to taxable periods
     ending on or before the Effective Date, and to employ counsel of its choice
 at its expense. Notwithstanding the foregoing, the Series A Stockholder
shall not be entitled to settle, either administratively or after the 
commencement of litigation, any claim for Taxes which would adversely 
affect the liability for Taxes of Parent or the Company or any of the 
Company's Subsidiaries for any period after the Effective Date to any 
    extent (including the imposition of income tax deficiencies, the reduction
    of asset basis or cost adjustments, the lengthening of any amortization or
depreciation periods, the denial of amortization or depreciation      
   deductions, or the reduction of loss or credit carryforwards) without the
 prior written consent of Parent. Such consent shall not be unreasonably
withheld, and shall not be necessary to the extent that the Series A  
Stockholder has indemnified Parent against the effects of any such    
settlement.                                                           

       (g) Assistance and Cooperation. After the Closing Date, each of the
Series A Stockholder and Parent shall:                                

          (i) assist (and cause their respective Affiliates to assist) the
    other party in preparing any Tax Returns or reports which such other
     party is responsible for preparing and filing in accordance with this
Section 6.26;                                                   

          (ii) cooperate fully in preparing for any audits of, or disputes
        with taxing authorities regarding, any Tax Returns of the Company or any
of its Subsidiaries;                                            

             (iii) make available to the other party and to any taxing authority
        as reasonably requested all information, records, and documents relating
to Taxes of the Company and its Subsidiaries;                   

           (iv) provide timely notice to the other in writing of any pending
    or threatened tax audits or assessments of the Company or any of its
     Subsidiaries for taxable periods for which the other party may have a
liability under this Section 6.26; and                          

       (v) furnish the other party with copies of all correspondence
      received from any taxing authority in connection with any tax audit or
information request with respect to any such taxable period.    

      (h) Payment. Any indemnity payment required to be made pursuant to
    this Section 6.26 shall be paid within 15 days after the indemnified party
  makes written demand upon the indemnifying party, but in no case earlier
   than five Business Days prior to the date on which the relevant Taxes are
   required to be paid to the relevant taxing authority (including estimated
Tax payments).                                                        

         (i) Adjustment to Purchase Price. Parent and the Series A Stockholder
agree to report any indemnification payment made by the Series A      
 Stockholder under this Section 6.26 as an adjustment to purchase price,
 contribution to capital, or other non-taxable amount to the extent that
     there is substantial authority for such reporting position under applicable
   law, it being understood that if such reporting position is disallowed in
any administrative or court proceeding,                               

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   the Series A Stockholder shall indemnify Parent under Section 6.26(a) for
the effects of such disallowance.                                     

         (j) Survival of Obligations. The obligations of the parties set forth
   in this Section 6.26 shall be unconditional and absolute and shall remain
in effect without limitation as to time.                              

ARTICLE VII 

CONDITIONS PRECEDENT

SECTION 7.1 Conditions to Each Party's Obligation to Effect the       
Reorganization. The respective obligations of each party hereto to effect the   
Reorganization shall be subject to the fulfillment at or prior to the Effective 
Time of the following conditions:                                               

     (a) Stockholder Approval. The Reorganization shall have been duly
approved by the requisite vote of the stockholders of the Company in  
accordance with applicable law and the Restated Certificate of        
Incorporation and By-laws of the Company and the Parent Share Issuance
    shall have been duly approved by the requisite vote of the stockholders of
Parent in accordance with applicable law and the Certificate of       
Incorporation and Bylaws of Parent.                                   

 (b) No Injunction or Restraint. No statute, rule, regulation,
executive order, decree, temporary restraining order, preliminary or  
permanent injunction or other order issued by any court of competent  
  jurisdiction or other Governmental Entity preventing the consummation of
     the Reorganization or which could reasonably be expected to have a Material
   Adverse Effect on the Company shall be in effect; provided, however, that
   each of the parties shall have used their commercially reasonable efforts
     to prevent the entry of any such temporary restraining order, injunction or
other order, including, without limitation, taking such action as is  
     required to comply with Section 6.14, and to appeal as promptly as possible
any injunction or other order that may be entered.                    

  (c) Stock Exchange Listings. The shares of Parent Common Stock
    issuable in accordance with the Reorganization and pursuant to Section 6.2
   shall have been authorized for listing on the Nasdaq, subject to official
notice of issuance.                                                   

         (d) HSR. Any waiting period (and any extension thereof) under the HSR
     Act applicable to the Reorganization shall have expired or been terminated.

     (e) Registration Statement. The Registration Statement shall have
   become effective in accordance with the provisions of the Securities Act.
  No stop order suspending the effectiveness of the Registration Statement
     shall have been issued by the SEC and no proceedings for that purpose shall
have been initiated or, to the knowledge of Parent or the Company,    
threatened by the SEC. All necessary state securities authorizations  
  (including state takeover approvals) shall have been received unless the
     failure to receive any such authorization would not have a Material Adverse
  Effect on the Company or Parent or the transactions contemplated by this
Agreement.                                                            

        (f) Governmental Approvals. All necessary consents or authorizations
 from Governmental Entities which may be required in connection with the
    transactions contemplated hereby, including but not limited to the FCC and
     state public utility or service commissions or similar agencies, shall have
    been received and, in the case of the FCC, shall have become Final Orders,
   unless the failure to receive any such consent or authorization would not
     have a Material Adverse Effect on the Company or Parent or the transactions
   contemplated by this Agreement, and such consents or authorizations shall
 not contain any conditions which would reasonably be expected to have a
Material Adverse Effect on the Company or Parent or the transactions  
contemplated by this Agreement.                                       

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          (g) Investor Agreement. Parent and the Series A Stockholder shall have
     executed and delivered the Investor Agreement attached hereto as Exhibit H.

 (h) Omnipoint Agreement. The transactions contemplated by the
 Omnipoint Agreement shall have been consummated or terminated, provided
     that this condition shall be deemed to have been satisfied on the Omnipoint
    End Date if the transactions contemplated by the Omnipoint Agreement shall
have not been consummated or terminated by such date.                 

       (i) Public Announcement. In the event the Omnipoint Agreement shall
 have been terminated or the condition specified in Section 7.1(h) shall
  have been deemed to be satisfied pursuant to the proviso thereof, twenty
business days shall have elapsed following public announcement of such
event.                                                                

SECTION 7.2 Conditions to Obligation of the Company to Effect the     
Reorganization. The obligation of the Company to effect the Reorganization shall
be subject to the fulfillment at or prior to the Effective Time of the following
additional conditions:                                                          

        (a) Performance of Obligations; Representations and Warranties. Each
of Parent and Merger Sub C shall have performed each of its agreements
 contained in this Agreement required to be performed at or prior to the
  Effective Time, and each of the representations and warranties of Parent
and Merger Sub C contained in this Agreement (disregarding all        
    qualifications and exceptions contained therein relating to materiality or
   a Material Adverse Effect or any similar standard or qualification) shall
     be true and correct at and as of the Effective Time as if made at and as of
     the Effective Time in each case except as contemplated or permitted by this
Agreement and except as would not, individually or in the aggregate,  
    reasonably be expected to have a Material Adverse Effect on the Company or
    Parent or the transactions contemplated by this Agreement; and the Company
   shall have received a certificate signed on behalf of Parent by its Chief
Executive Officer and its Chief Financial Officer to such effect.     

         (b) Tax Opinion. The Company shall have received an opinion of Sidley
 & Austin, in form and substance reasonably satisfactory to the Company,
     dated the Effective Time, substantially to the effect that, on the basis of
    facts, representations and assumptions set forth in such opinion which are
   consistent with the state of facts existing as of the Effective Time, for
federal income tax purposes:                                          

             (i) The Merger will constitute either (A) a "reorganization" within
       the meaning of Section 368(a) of the Code, to which the Company, Merger
    Sub C and Parent will each be a party, within the meaning of Section
    368(b) of the Code or (B) part of a transaction described in Section
351(a) of the Code;                                             

            (ii) No gain or loss will be recognized by Parent, Merger Sub C or
the Company as a result of the Merger;                          

           (iii) A stockholder of the Company that does not elect to receive
        any cash pursuant to the Merger will recognize no gain or loss solely as
        a result of the conversion of shares of Company Common Stock into shares
     of Parent Common Stock pursuant to the Merger, except with respect to
    cash, if any, received in lieu of fractional shares of Parent Common
Stock;                                                          

       (iv) A stockholder of the Company that elects to receive cash
      pursuant to the Merger will recognize any gain (but not loss) realized
     as a result of the Merger in an amount equal to the lesser of (A) the
   difference between (x) the fair market value of Parent Common Stock
  received pursuant to the Merger plus cash received pursuant to the
   Merger and (y) the basis of such stockholder's Company Common Stock
        surrendered in the Merger or (B) the amount of cash received pursuant to
the election to receive cash;                                   

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          (v) The aggregate tax basis of the shares of Parent Common Stock
       received in exchange for shares of Company Common Stock pursuant to the
    Merger (including fractional shares of Parent Common Stock for which
     cash is received) will be the same as the aggregate tax basis of such
   shares of Company Common Stock, (A) decreased by the amount of cash
      received in exchange for shares of Company Common Stock pursuant to an
election to receive cash and (B) increased by the amount of gain
recognized (determined under clause (iv) above);                

            (vi) The holding period for shares of Parent Common Stock received
     in exchange for shares of Company Common Stock pursuant to the Merger
     will include the period that such shares of Company Common Stock were
     held by the stockholder, provided such shares of Company Common Stock
      were held as capital assets by such stockholder at the Effective Time;
and                                                             

           (vii) A stockholder of the Company who receives cash in lieu of a
   fractional share of Parent Common stock will recognize gain or loss
    equal to the difference, if any, between such stockholder's basis in
       such fractional share (as described in clause (v) above) and the amount
of cash received.                                               

In rendering such opinion, Sidley & Austin may receive and rely upon  
     representations from others, including representations from the Company and
    Holding contained in certificates substantially in the form of the Company
    Tax Certificate and the Tax Matters Certificate attached hereto as Annex M
and Annex M-2, representations from Holding contained in a certificate
    substantially in the form of the Parent Tax Certificate attached hereto as
    Annex N, and representations in a certificate substantially in the form of
     the Tax Matters Certificate attached hereto as Annex O from certain persons
   who own, as of the Effective Time, five percent (5%) or more of the total
  number of shares of the Company or of VoiceStream (or, in such counsel's
discretion, of Omnipoint).                                            

         (c) Consents Under Agreements. Parent shall have obtained the consent
   or approval of each person whose consent or approval shall be required in
   connection with the transactions contemplated hereby under any indenture,
    mortgage, evidence of indebtedness, lease or other agreement or instrument
 to which Parent or one of its Subsidiaries is a party, except where the
   failure to obtain the same would not reasonably be expected, individually
 or in the aggregate, to have a Material Adverse Effect on Parent or the
Company or upon the transactions contemplated by this Agreement.      

   (d) Intercompany Services Agreements. The Intercompany Services
Agreements shall have been terminated.                                

        (e) Debt/Equity Replacement Agreement. The transactions contemplated
by the Debt/ Equity Replacement Agreement shall have been consummated.

         (f) Series A and B Notes. The Series A Notes and Series B Notes shall
 have been acquired by Parent and/or Parent shall have obtained consents
   from the requisite number of holders of Series A Notes and Series B Notes
to the amendment of the Series A Indenture and Series B Indenture     
(including the substitution of Parent as guarantor thereunder and the 
     elimination of Section 3.8 in such indentures), and Parent shall have taken
     such other action as may be necessary to permit the Reorganization to occur
     without resulting in a default under the Series A Indenture or the Series B
    Indenture, to cause the Series A Stockholder to be released and discharged
in full from the Series A Guarantee and the Series B Guarantee and to 
terminate such guarantees on or prior to the Effective Time.          

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        (g) Nokia Credit Agreement. Parent shall have caused all obligations
    under the Nokia Credit Agreement to be repaid in full and the Nokia Credit
  Agreement and Nokia Guaranty shall have been terminated; or Parent shall
 have obtained an amendment to the Nokia Credit Agreement (including the
substitution of Parent as guarantor thereunder and the release and    
   discharge in full of the Nokia Guaranty), to permit the Reorganization to
     occur without resulting in a default under the Nokia Credit; and, in either
    event, the Series A Stockholder shall have been released and discharged in
full from the Nokia Guaranty on or prior to the Effective Time.       

        (h) Intercompany Accounts. All Intercompany Accounts shall have been
  settled and paid in cash based on financial information available at the
Effective Time.                                                       

         (i) Tax Allocation Agreement. The Tax Allocation Agreement shall have
been terminated.                                                      

        (j) Parent Stockholder Agreement. The Parent Stockholders shall have
executed and delivered the Parent Stockholder Voting Agreement.       

       (k) Omnipoint Agreement. There shall have been no amendments to the
 Omnipoint Agreement or the transactions contemplated thereby except for
amendments which would not, individually or in the aggregate, have a  
  Material Adverse Effect on Parent or on the transactions contemplated by
this Agreement.                                                       

     (l) Registration Rights Agreement. Parent shall have executed and
delivered the Registration Rights Agreement.                          

      (m) FCC Opinion. The Company shall have received an opinion of FCC
counsel to Parent, dated the Effective Time, substantially in the form
attached hereto as Annex I.                                           

        (n) Corporate Opinion. The Company shall have received an opinion of
     corporate and state regulatory counsel to Parent, dated the Effective Time,
in substantially the form attached hereto as Annex J.                 

        (o) Nasdaq. The shares of Parent Company Stock to be issued pursuant
 to Section 2.1(c) shall have been listed on the Nasdaq National Market.

    (p) Year 2000. There shall not have occurred and be continuing a
  Material Adverse Effect with respect to Parent relating to the Year 2000
    Issue, provided, however, that for purposes of this condition, clauses (i)
     and (ii) of the definition of Material Adverse Effect shall be disregarded.

 Notwithstanding anything contained to the contrary in Section 7.2(a) or
anywhere else in this Agreement, Parent may enter into any Subsequent           
Transaction, and no changes of any representation or warranty of Parent         
contained in this Agreement as a result of any Subsequent Transaction shall     
result in a failure of the conditions set forth in Section 7.2(a); provided, in 
each case, that any such Subsequent Transaction would not, or would reasonably  
not be expected to prevent, impair or materially delay the ability of the       
Company or Parent to consummate the transactions contemplated by this Agreement.

    SECTION 7.3 Conditions to Obligations of Parent and Merger Sub C to Effect
the Reorganization. The obligation of Parent and Merger Sub C to effect the     
Reorganization shall be subject to the fulfillment at or prior to the Effective 
Time of the following additional conditions:                                    

       (a) Performance of Obligations; Representations and Warranties. The
Company shall have performed each of its agreements contained in this 
   Agreement required to be performed at or prior to the Effective Time, and
     each of the representations and warranties of the Company contained in this
     Agreement (disregarding all qualifications and exceptions contained therein
relating to materiality or a Material Adverse Effect or any similar   
standard or qualification) shall                                      

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     be true and correct at and as of the Effective Time as if made at and as of
 the Effective Time, in each case except as contemplated or permitted by
   this Agreement and except as would not, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect on the Company or
     Parent or the transactions contemplated by this Agreement; and Parent shall
  have received a certificate signed on behalf of the Company by its Chief
Executive Officer and its Chief Financial Officer to such effect.     

         (b) Tax Opinion. Parent shall have received an opinion of Jones, Day,
  Reavis & Pogue, in form and substance reasonably satisfactory to Parent,
     dated the Effective Time, substantially to the effect that, on the basis of
    facts, representations and assumptions set forth in such opinion which are
consistent with the state of facts existing as of the Effective Time, 

      (i) for federal income tax purposes, no gain or loss will be
        recognized by Holding, Merger Sub C or the Company solely as a result of
the Reorganization; and                                         

             (ii) in the case of the VoiceStream Merger, (x) such merger will be
        treated for federal income tax purposes as a reorganization described in
        section 368(a) of the Code, and each of VoiceStream, Holding and, in the
       case of a reorganization described in section 368(a)(2)(E) of the Code,
      Merger Sub A, will be a party to the reorganization within the meaning
      of section 368(b) of the Code, or (y) such merger will be treated as a
        transfer of property by the VoiceStream stockholders, other than holders
   of dissenting shares, to Holding described in section 351(a) of the
Code.                                                           

    In rendering such opinion, Jones, Day, Reavis & Pogue may receive and rely
upon representations from others, including representations from the  
     Company and VoiceStream contained in certificates substantially in the form
 of the Company Tax Certificate, the VoiceStream Certificate and the Tax
  Matters Certificate attached hereto as Annex M, Annex M-1 and Annex M-2,
     representations from Holding contained in certificates substantially in the
 form of the Parent Tax Certificate and the VoiceStream Wireless Holding
   Certificate attached hereto as Annex N and Annex N-1, and representations
     substantially in the form of the Tax Matters Certificate attached hereto as
Annex O from certain persons who own, as of the Effective Time, five  
 percent (5%) or more of the total number of shares of the Company or of
VoiceStream (or, in such counsel's discretion, of Omnipoint).         

         (c) FCC Opinion. Parent shall have received an opinion of FCC counsel
     of the Company, dated the Effective Time substantially in the form attached
hereto as Annex K.                                                    

   (d) Corporate Opinion. Parent shall have received an opinion of
     corporate and state regulatory counsel to the Company in form and substance
   reasonably acceptable to Parent substantially in the form attached hereto
as Annex L.                                                           

      (e) Consents Under Agreements. The Company shall have obtained the
consent or approval of each person whose consent or approval shall be 
    required in connection with the transactions contemplated hereby under any
    indenture, mortgage, evidence of indebtedness, lease or other agreement or
instrument to which the Company or one of its Subsidiaries is a party,
except where the failure to obtain the same would not reasonably be   
expected, individually or in the aggregate, to have a Material Adverse
  Effect on the Company or Parent or upon the transactions contemplated by
this Agreement.                                                       

    (f) Indemnity Agreement. The Indemnity Agreement shall have been
authorized, executed and delivered by the parties thereto.            

    (g) Year 2000. There shall not have occurred and be continuing a
  Material Adverse Effect with respect to the Company relating to the Year
2000 Issue, provided, however, that for                               

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purposes of this condition, clauses (i) and (ii) of the definition of 
Material Adverse Effect shall be disregarded.                         

         (h) Dissenting Shares. No more than 7.5% of the shares of VoiceStream
   Common Stock outstanding immediately prior to the Effective Time shall be
Dissenting Shares.                                                    

 (i) Parent shall have received from the Company, the Series A
   Stockholder and the Investor, a Certificate, dated the Effective Date, in
substantially the same form as Anne O (in the case of the Series A    
  Stockholder and the Investor) or Annex M-2 (in the case of the Company).

  (j) Parent shall have received a written fairness opinion from
  Goldman, Sachs & Co. confirming its oral fairness opinion referred to in
  Section 4.19, within 5 Business Days of the execution of this Agreement.

ARTICLE VIII

TERMINATION AND AMENDMENT 

     SECTION 8.1 Termination. This Agreement may be terminated at any time prior
to the Effective Time, whether before or after any approval by the stockholders 
of Parent or the Company of the matters presented in connection with the        
Reorganization:                                                                 

          (a) by mutual written consent of Parent, Merger Sub C and the Company;

(b) by either Parent or the Company:                        

            (i) if the Reorganization has not been effected on or prior to the
 close of business on September 17, 2000 (the "Termination Date");
      provided, however, that if the Reorganization has not occurred by such
       date due to the fact that the condition set forth in Section 7.1(f) has
      not been satisfied but all other conditions hereto have been satisfied
or waived or are then capable of promptly being satisfied, the  
        Termination Date shall be December 17, 2000; provided, further, that the
    right to terminate this Agreement pursuant to this Section 8.1(b)(i)
shall not be available to any party whose failure to fulfill any
       obligation of this Agreement has been the cause of, or resulted in, the
        failure of the Reorganization to have occurred on or prior to such date;
or                                                              

            (ii) if any Governmental Entity shall have issued an order, decree
      or ruling or taken any other action permanently enjoining, restraining
        or otherwise prohibiting the transactions contemplated by this Agreement
        and such order, decree or ruling or other action shall have become final
      and nonappealable; provided, however, that the right to terminate this
       Agreement pursuant to this Section 8.1(b)(ii) shall not be available to
     any party who has not used its best efforts to cause such order to be
   lifted or otherwise taken such action as is required to comply with
Section 6.14;                                                   

         (c) by Parent if (i) the Company shall have failed to comply with any
   of its covenants or agreements contained in this Agreement required to be
  complied with prior to the date of such termination, except as would not
    reasonably be expected to have a Material Adverse Effect on the Company or
     Parent or the transactions contemplated by this Agreement, which failure to
    comply cannot be or has not been cured within 30 days after receipt by the
Company of written notice of such failure to comply or (ii) the       
 stockholders of the Company shall not approve the Reorganization at the
Company Stockholders Meeting or any adjournment thereof;              

         (d) by the Company if (i) Parent or Merger Sub C shall have failed to
     comply with any of its respective covenants or agreements contained in this
Agreement required to be complied with prior to the date of such      
termination, except as would not reasonably be expected to have a     

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Material Adverse Effect on the Company or Parent or the transactions  
  contemplated by this Agreement, which failure to comply cannot be or has
    not been cured within 30 days after receipt by Parent of written notice of
     such failure to comply or (ii) the stockholders of Parent shall not approve
the Parent Share Issuance at the Parent Stockholders Meeting or any   
adjournment thereof; or                                               

         (e) by either Parent or the Company if there has been a breach by the
other (or Merger Sub C if the Company is the terminating party) of any
    representation or warranty (disregarding all qualifications and exceptions
   contained therein relating to materiality or a Material Adverse Effect or
 any similar standard or qualification) except any breach that would not
    reasonably be expected to have a Material Adverse Effect on the Company or
 Parent or the transactions contemplated by this Agreement, in each case
   which breach cannot be or has not been cured within 30 days after receipt
by the breaching party of written notice of the breach.               

  SECTION 8.2 Effect of Termination. In the event of a termination of this
Agreement by either the Company or Parent as provided in Section 8.1, this      
Agreement shall forthwith become void and there shall be no liability or        
obligation on the part of Parent, Merger Sub C or the Company or their          
respective officers or directors, except with respect to Section 3.18, Section  
4.14, Section 6.9, this Section 8.2 and Article IX); provided, however, that    
nothing in this Article VIII shall relieve any party for liability for any      
breach of this Agreement; provided, further, that the parties hereto agree that 
any damages for a breach of this Agreement by the Company shall be reduced by   
the amount of any payment to Parent pursuant to Section 6.9(b)(ii).             

     SECTION 8.3 Amendment. This Agreement may be amended by the parties hereto,
by or pursuant to action taken by their respective Boards of Directors, at any  
time before or after approval by the stockholders of Parent and the Company of  
the matters presented to them in connection with the Reorganization; provided,  
however, that after any such approval, no amendment shall be made if applicable 
law would require further approval by such stockholders, unless such further    
approval shall be obtained. This Agreement may not be amended except by an      
instrument in writing signed on behalf of each of the parties hereto.           

     SECTION 8.4 Extension; Waiver. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of      
Directors, may, to the extent legally allowed, (i) extend the time for the      
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties contained     
herein or in any document delivered pursuant hereto or (iii) waive compliance   
with any of the agreements or conditions contained herein. Any agreement on the 
part of a party hereto to any such extension or waiver shall be valid only if   
set forth in a written instrument signed on behalf of such party. The failure of
any party to this Agreement to assert any of its rights under this Agreement or 
otherwise shall not constitute a waiver of those rights.                        

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.1 Non-Survival of Representations and Warranties and        
Agreements. None of the representations and warranties in this Agreement or in  
any instrument delivered pursuant to this Agreement shall survive the Effective 
Time or, except as set forth in Section 8.2 hereof, the termination of this     
Agreement pursuant to the terms hereof. This Section 9.1 shall not limit any    
covenant or agreement of the parties which by its terms contemplates performance
after the Effective Time of the Reorganization.                                 

   SECTION 9.2 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, sent by        
overnight courier (providing proof of delivery)                                 

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or telecopied (with a confirmatory copy sent by overnight courier) to the       
parties at the following addresses (or at such other address for a party as     
shall be specified by like notice):                                             

(a) if to Parent or Sub, to:                                          

VoiceStream Wireless Corporation                              
3650 131st Avenue SE, Suite 400                               
Bellevue, WA 98006                                            
Attn: General Counsel                                         
Telecopy No.: 425-586-8080                                    

with a copy to:                                               

Preston Gates & Ellis LLP                                     
5000 Columbia Center                                          
701 Fifth Avenue                                              
Seattle, WA 98104                                             
Attn: Richard B. Dodd, Esq.                                   
Telecopy No: 206-623-7022                                     

(b)  if to the Company, to:                                           

Aerial Communications, Inc.                                 
8410 West Bryn Mawr, Suite 1100                             
Chicago, Illinois 60631                                     
Attn: President                                             
Telecopy No.: 773-399-4147                                  

with a copy to:                                               

Aerial Communications, Inc.                                   
c/o Telephone and Data Systems, Inc.                          
30 North LaSalle, Suite 4000                                  
Chicago, Illinois 60602                                       
Attn: Chairman                                                
Telecopy No.: 312-853-9299                                    

with a copy to:                                               

Sidley & Austin                                               
One First National Plaza                                      
Chicago, Illinois 60603                                       
Attn: Michael G. Hron, Esq.                                   
Telecopy No.: 312-853-7036                                    

   SECTION 9.3 Interpretation; Definitions. When a reference is made in this
Agreement to an Article, Section, Schedule, Annex or Exhibit, such reference    
shall be to an Article, Section, Schedule, Annex or Exhibit of this Agreement   
unless otherwise indicated or unless the context otherwise requires. The table  
of contents and headings contained in this Agreement are for reference purposes 
only and shall not affect in any way the meaning or interpretation of this      
Agreement. Whenever the words "include," "includes" or "including" are used in  
this Agreement, they shall be deemed to be followed by the words "without       
limitation." References to a Person are also references to its assigns and      
successors in interest (by means of merger, consolidation or sale of all or     
substantially all the assets of such Person or otherwise, as the case may be).  
References to a document are to such document as amended, waived and otherwise  
modified from time to time and references to a statute or other governmental    
rule are to such statute or rule as amended and                                 

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otherwise modified from time to time (and references to any provision thereof   
shall include references to any successor provision). The definitions set forth 
herein are equally applicable both to the singular and plural forms and the     
feminine, masculine and neuter forms of the terms defined. The term "hereof" and
similar terms refer to this Agreement as a whole. As used in this Agreement, the
phrase "made available" shall mean that the information referred to has been    
made available if requested by the party to whom such information is to be made 
available.                                                                      

    As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 9.3.                                             

   "Acquisition Proposal" means any offer or proposal for, or any indication
of interest in (i) a merger, consolidation, share exchange, business            
combination, reorganization, recapitalization, liquidation, dissolution or other
similar transaction involving the Company or any of its Subsidiaries; (ii) the  
acquisition, directly or indirectly, in a single transaction or series of       
related transactions, of (A) an equity interest representing greater than 15% of
the voting power of the Company or any of its Subsidiaries or (B) assets,       
securities or ownership interests representing an amount equal to or greater    
than 15% of the consolidated assets or earning power of the Company and its     
Subsidiaries, other than the transactions contemplated by this Agreement; or    
(iii) the consummation of any other transaction or the entering into of any     
other agreement or arrangement with respect to any other transactions, the      
effect of which would have the same result as the occurrence of (i) or (ii).    

   "Action" shall mean any action, suit, arbitration, inquiry, proceeding or
investigation by or before any court, any governmental or other regulatory or   
administrative agency or commission or any arbitration tribunal.                

     "Adjusted Fully Diluted Shares" shall have the meaning set forth in Section
2.1(e).                                                                         

"Affiliate" shall mean with respect to any Person, any other Person   
directly or indirectly controlling, controlled by, or under common control with 
such Person provided that, for purposes of this definition, "control"           
(including, with correlative meanings, the terms "controlled by" and "under     
common control with"), as used with respect to any Person, shall mean the       
possession, directly or indirectly, of the power to direct or cause the         
direction of the management and policies of such Person, whether through the    
ownership of voting securities or by contract or otherwise.                     

    "Agreement" shall mean this Agreement and Plan of Reorganization dated the
date hereof among Parent, Merger Sub C and the Company and shall include the    
Schedules, Annexes, Exhibits and disclosure letters attached or related thereto.

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

"Cash Consideration Fund" shall have the meaning set forth in Section 
2.2(a).                                                                         

"Cash Election" shall have the meaning set forth in Section 2.1(c).   

  "Cash Election Form" shall have the meaning set forth in Section 2.1(d).

     "Cash Management Agreement" shall mean the Cash Management Agreement, dated
April 15, 1996, between Series A Stockholder and the Company, as amended.       

  "Certificate of Merger" shall have the meaning set forth in Section 1.3.

"Closing" shall have the meaning set forth in Section 1.2.            

"Closing Date" shall have the meaning set forth in Section 1.2.       

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"Closing Date Market Price" means with respect to one share of Parent 
Common Stock, the average of the Mean Price (calculated on a weighted average   
based upon the volume of shares traded on each day) for such share during the   
period of the 15 most recent trading days ending on the Business Day prior to   
the Effective Time.                                                             

"Code" shall mean the Internal Revenue Code of 1986, as amended.      

     "Communications Act" shall mean the Communications Act of 1934, as amended,
and the Telecommunications Act of 1996, as amended, together with the rules,    
regulations and published decisions of the FCC promulgated thereunder.          

     "Company" shall have the meaning set forth in the introductory paragraph of
this Agreement.                                                                 

"Company Benefit Plan" shall mean any bonus, pension, profit sharing, 
deferred compensation, incentive compensation, stock ownership, stock purchase, 
stock option, phantom stock, retirement, vacation, severance, disability, death 
benefit, hospitalization, medical, life insurance, supplemental unemployment    
benefits, employee stock purchase, stock appreciation, restricted stock or other
employee benefit plan, policy or arrangement providing benefits to any current  
or former employee, officer or director of the Company or any of its            
Subsidiaries.                                                                   

    "Company Certificates" shall have the meaning set forth in Section 2.2(a).

"Company Common Shares" shall have the meaning set forth in the first 
recital of this Agreement.                                                      

"Company Common Stock" shall have the meaning set forth in the recital
provision of this Agreement.                                                    

 "Company Employee" shall mean any employee of the Company or any of its
Subsidiaries.                                                                   

   "Company Filed SEC Documents" shall have the meaning set forth in Section
3.7.                                                                            

 "Company Financial Advisor" shall have the meaning set forth in Section
3.17.                                                                           

     "Company Letter" shall mean the letter from the Company to Parent dated the
date hereof, which letter relates to this Agreement and is designated therein as
the Company Letter.                                                             

"Company Permits" shall have the meaning set forth in Section 3.9.    

    "Company Preferred Stock" shall have the meaning set forth in Section 3.3.

    "Company Registration Rights Agreement" shall mean the Registration Rights
Agreement, dated April 15, 1996, between Series A Stockholder and the Company,  
as amended.                                                                     

    "Company Restricted Stock Units" shall mean restricted stock units granted
under the Company Restricted Stock Unit Plan.                                   

  "Company SEC Documents" shall have the meaning set forth in Section 3.6.

  "Company Series A Common Shares" shall have the meaning set forth in the
first recital of this Agreement.                                                

    "Company Stockholders Meeting" shall have the meaning set forth in Section
6.3.                                                                            

  "Company Stock Options" shall have the meaning set forth in Section 3.3.

 "Company Subsidiaries" shall have the meaning set forth in Section 3.1.

 "Confidentiality Agreement" shall have the meaning set forth in Section
6.6.                                                                            

"Constituent Corporations" shall have the meaning set forth in the    
introductory paragraph of this Agreement.                                       

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 "Conversion Number" shall have the meaning set forth in Section 2.1(c).

"D&O Insurance" shall have the meaning set forth in Section 6.13(b).  

    "Debt/Equity Replacement Agreement" shall mean the Debt/Equity Replacement
Agreement in the form attached hereto as Annex F.                               

 "DGCL" shall mean the General Corporation Law of the State of Delaware.

"Dissenting Shares" shall have the meaning set forth in Section       
1.0(c)(vii).                                                                    

"Effective Date" shall have the meaning set forth in Section 6.26(a). 

"Effective Time" shall have the meaning set forth in Section 1.3.     

 "Election Deadline" shall have the meaning set forth in Section 2.1(e).

  "Employee Benefit Plans Agreement" shall mean the Employee Benefit Plans
Agreement, dated April 15, 1996, between Series A Stockholder and the Company,  
as amended.                                                                     

"Employee Benefit Plans Separation Agreement" shall mean the Employee 
Benefit Plans Separation Agreement in the form attached hereto as Annex D.      

 "Environmental Laws" shall mean any applicable statute, law, ordinance,
regulation, rule, judgment, decree or order of any Governmental Entity relating 
to or regulating or imposing liability or standards of conduct with respect to  
pollution, protection of the environment or environmental regulation or control 
or regarding Hazardous Substances or occupational health or safety.             

"Environmental Permits" shall mean, with respect to any Person, all   
permits, licenses, franchises, certificates, approvals and other similar        
authorizations of any Governmental Entity relating to or required by            
Environmental Laws and affecting, or relating in any way to, the business of    
such Person or any of its Subsidiaries as currently conducted.                  

    "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, together with the rules and regulations promulgated thereunder.        

   "ERISA Affiliate" shall mean (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of  
the Code) as the Company; (ii) any partnership, trade or business (whether or   
not incorporated) which on the day before the Closing Date was under common     
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) any entity which is a member of the same affiliated service group (within 
the meaning of Section 414(m) of the Code as either the Company, any corporation
described in clause (i) or any partnership, trade or business described in      
clause (ii).                                                                    

     "ERISA Benefit Plan" shall mean a Company Benefit Plan maintained as of the
date of this Agreement which is also an "employee pension benefit plan" (as     
defined in Section 3(2) of ERISA) or which is also an "employee welfare benefit 
plan" (as defined in Section 3(1) of ERISA).                                    

    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.                 

"Exchange Agent" shall have the meaning set forth in Section 2.2(a).  

 "Exchange Agreement" shall mean the Exchange Agreement, dated April 15,
1996, between Series A Stockholder and the Company, as amended.                 

"Exchange Fund" shall have the meaning set forth in Section 2.2(a).   

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   "Exchange Rate" shall mean the "Exchange Rate Applicable to Aerial Common
Shares" as defined in Section 7.2 of the Investment Agreement as adjusted       
pursuant to Section 7.3 of the Investment Agreement, as specified in Item 3.2 of
the "Company Letter."                                                           

"FAA" shall mean the Federal Aviation Administration and any successor
agency or body.                                                                 

  "FCC" shall mean the Federal Communications Commission and any successor
agency or body.                                                                 

     "Final Order" shall mean action by the applicable regulatory authority (the
"Agency") which is in full force and effect, with respect to which no petition  
or other request for Agency or court stay, reconsideration or review of any kind
is pending, and as to which all time periods have expired within which the      
Agency or a court may be asked to stay, reconsider or review the action or may  
stay, reconsider or review the action sua sponte.                               

    "Governmental Entity" shall mean any federal, state or local government or
any court, tribunal, administrative agency or commission or other governmental  
or other regulatory authority or agency, domestic, foreign or supranational,    
including the FAA, FCC and any state public utility or service commission or    
similar agency.                                                                 

"Hazardous Substance" shall mean any material defined as toxic or     
hazardous, including any petroleum and petroleum products, under any applicable 
Environmental Law.                                                              

"Holding" shall have the meaning set forth in the recitals hereto.    

 "Holding Common Stock" shall have the meaning set forth in Section 4.3.

  "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.                                                               

     "Indebtedness" of any Person at any date shall mean (a) all indebtedness of
such Person for borrowed money or for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course  
of business and payable in accordance with customary practices), (b) any other  
indebtedness of such Person which is evidenced by a note, bond, debenture or    
similar instrument, (c) all obligations of such Person under financing leases,  
(d) all obligations of such Person in respect of acceptances issued or created  
for the account of such Person and with respect to unpaid reimbursement         
obligations related to letters of credit issued for the account of such Person  
and (e) all liabilities secured by any Lien on any property owned by such Person
even though such Person has not assumed or otherwise become liable for the      
payment thereof.                                                                

   "Indemnified Person" shall have the meaning set forth in Section 6.13(a).

  "Insurance Cost Sharing Agreement" shall mean the Insurance Cost Sharing
Agreement, dated April 15, 1996, between Series A Stockholder and the Company,  
as amended.                                                                     

  "Intellectual Property Rights" shall mean any right to use, all patents,
patent rights, trademarks, trade names, trade dress, logos, service marks,      
copyrights, know how and other proprietary intellectual property rights and     
computer programs held or used by the Company or any of its Subsidiaries.       

   "Intercompany Accounts" shall have the meaning set forth in Section 6.23.

     "Intercompany Agreement" shall mean the Intercompany Agreement, dated April
15, 1996, by and between the Company and Series A Stockholder, as amended.      

"Intercompany Service Agreements" shall have the meaning set forth in 
Section 6.19.                                                                   

 "Investment Agreement" shall mean the Investment Agreement, dated as of
September 8, 1998, by and among the Company, Series A Stockholder, Operating    
Company and Investor, as amended.                                               

     "Investment Entity" shall mean an entity in which the Company or any of its
Subsidiaries has an Investment Interest.                                        

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"Investment Interest" shall mean a direct or indirect ownership of (i)
capital stock, bonds, debentures, partnership, membership interests or other    
ownership interests or other securities of any Person; (ii) any deposit with or 
advance, loan or other extension of credit (including the purchase of property  
from another Person subject to an understanding or agreement, contingent or     
otherwise to resell such property to such other Person) to any other Person;    
(iii) any revenue or profit interests pursuant to any agreement or license or   
(iv) any agreement, commitment, right, understanding or arrangement with respect
to any of the items referred to in (i), (ii) or (iii) of this definition.       

  "Investor" shall mean Sonera, Ltd., a Finnish limited liability company,
which holds an investment in Operating Company.                                 

  "Joint Proxy Statement" shall have the meaning set forth in Section 3.8.

   "Joint Venture Agreement" shall mean the Joint Venture Agreement dated as
of September 8, 1998, by and among the Company, Operating Company and Sonera    
Corporation U.S.                                                                

  "knowledge" shall mean the actual knowledge of the executive officers of
the Company or its Subsidiaries or the executive officers of Parent, as the case
may be who have exercised reasonable due diligence with respect to the          
representation and warranty to which such knowledge statement is made.          

  "Liabilities" shall mean any and all debts, liabilities and obligations,
absolute or contingent, matured or unmatured, liquidated or unliquidated,       
accrued or unaccrued, whenever arising (unless otherwise specified in this      
Agreement), including all costs and expenses relating thereto, and including,   
without limitation, those debts, liabilities and obligations arising under any  
law, rule, regulation, Action, threatened Action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, and those       
arising under any contract, commitment or undertaking.                          

  "Liens" shall mean any pledges, claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever.                            

"Long-Term Incentive Plan" shall mean the Company's 1996 Long-Term    
Incentive Plan.                                                                 

"Losses" shall mean losses, Liabilities, claims, damages, payments,   
absolute or contingent, matured or unmatured, liquidated or unliquidated,       
accrued or unaccrued, known or unknown (including, without limitation, the costs
and expenses of any and all Actions, threatened Actions, demands, assessments,  
judgments, settlements and compromises relating thereto and attorneys' fees and 
any and all expenses whatsoever reasonably incurred in investigating, preparing 
or defending against any such Actions or threatened Actions.                    

 "Management Side Letter" shall mean the letter dated September 8, 1998,
among Series A Stockholder, the Company and Investor.                           

 "Material Adverse Change" or "Material Adverse Effect" shall mean, when
used in connection with the Company or Parent, as the case may be, any change or
effect (or any development that, insofar as can reasonably be foreseen, is      
likely to result in any change or effect) or fact or condition that is          
materially adverse to the business, properties, assets, financial condition or  
results of operations of the Company and its Subsidiaries taken as a whole, or  
Parent and its Subsidiaries taken as a whole, as the case may be, provided,     
however, that (i) any adverse change, effect or development that is primarily   
caused by conditions affecting the United States economy generally or the       
economy of any nation or region in which the Company or Parent, as the case may 
be, or its Subsidiaries conducts business that is material to the business of   
the Company or Parent, as the case may be, and its Subsidiaries, taken as a     
whole, shall not be taken into account in determining whether there has been (or
whether there could reasonably be foreseen) a "Material Adverse Change" or      
"Material Adverse Effect" with respect to the Company or Parent, as the case may
be, (ii) any adverse change,                                                    

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effect or development that is primarily caused by conditions generally affecting
the industries in which the Company or Parent, as the case may be, conducts its 
business shall not be taken into account in determining whether there has been  
(or whether there could reasonably be foreseen) a "Material Adverse Change" or  
"Material Adverse Effect" with respect to the Company or Parent, as the case may
be, and (iii) any adverse change, effect or development that is primarily caused
by the announcement or pendency of this Agreement, the Reorganization or the    
transactions contemplated hereby shall not be taken into account in determining 
whether there has been (or whether there could reasonably be foreseen) a        
"Material Adverse Change" or "Material Adverse Effect" with respect to the      
Company or Parent, as the case may be; and a "Material Adverse Effect" with     
respect to the transactions contemplated by this Agreement shall mean any event,
fact or condition which would reasonably be expected to materially delay,       
interfere with, impair or prevent the transactions contemplated by this         
agreement in a manner which would have a material adverse effect on such        
transactions taken as a whole considering the intentions and expectations of the
parties hereto; provided, however, that for the purpose of Section 7.1(b),      
clause (iii) above shall not be excluded.                                       

  "Mean Price" means, on any day in which shares are traded on Nasdaq, the
average of the high and low trading prices for which one share of Parent Common 
Stock is traded on Nasdaq as reported by The Wall Street Journal.               

"Merger" shall have the meaning set forth in the recitals to this     
Agreement.                                                                      

"Merger Documents" shall have the meaning set forth in Section 1.0.   

 "Merger Sub A" shall have the meaning set forth in the recitals to this
Agreement.                                                                      

 "Merger Sub B" shall have the meaning set forth in the recitals to this
Agreement.                                                                      

 "Merger Sub C" shall have the meaning set forth in the recitals to this
Agreement.                                                                      

"Nasdaq" shall have the meaning set forth in Section 2.2(e).          

    "Nokia" shall mean Nokia Telecommunications, Inc., a Delaware corporation.

   "Nokia Credit Agreement" shall mean the Credit Agreement dated as of June
30, 1998 among the Company, Nokia and the financial institutions named therein, 
as amended.                                                                     

    "Nokia Guaranty" shall mean the Guaranty, dated June 30, 1998, by Series A
Stockholder of the obligations of the Company to Nokia under the Nokia Credit   
Agreement.                                                                      

"Omnipoint Agreement" shall mean the transactions contemplated by the 
Agreement and Plan or Reorganization dated as of June 23, 1999 by and among     
Parent, VoiceStream Wireless Holding Corporation and Omnipoint Corporation.     

     "Omnipoint Merger" shall have the meaning set forth in the recitals to this
Agreement.                                                                      

     "Omnipoint Reorganization" shall have the meaning set forth in the recitals
hereto.                                                                         

     "Omnipoint End Date" shall mean the "End Date", as defined in the Omnipoint
Agreement, provided that such date shall be no later than June 30, 2000.        

   "Operating Company" shall mean Aerial Operating Company, Inc., a Delaware
corporation and Subsidiary of the Company.                                      

 "Operating Company Shares" shall mean shares of common stock, $.001 par
value, of Operating Company.                                                    

"Parent" shall have the meaning set forth in Section 1.0.             

   "Parent Certificates" shall have the meaning set forth in Section 2.2(a).

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   "Parent Common Stock" shall have the meaning set forth in the recitals of
this Agreement.                                                                 

  "Parent Filed SEC Documents" shall have the meaning set forth in Section
4.7.                                                                            

    "Parent Letter" shall mean the letter from Parent to the Company dated the
date hereof, which letter relates to this Agreement and is designated therein as
the Parent Letter.                                                              

"Parent Permits" shall have the meaning set forth in Section 4.9.     

 "Parent SEC Documents" shall have the meaning set forth in Section 4.6.

  "Parent Share Issuance" shall have the meaning set forth in Section 4.4.

 "Parent Stockholders" shall have the meaning set forth in Section 6.25.

  "Parent Stockholder Meeting" shall have the meaning set forth in Section
6.3(b).                                                                         

"Parent Subsidiaries" shall have the meaning set forth in Section 4.1.

    "Per Share Cash Consideration" shall have the meaning set forth in Section
2.1(c).                                                                         

    "Per Share Cash Value" shall have the meaning set forth in Section 2.1(c).

     "Per Share Stock Consideration" shall have the meaning set forth in Section
2.1(d).                                                                         

"Person" shall mean an individual, corporation, partnership, limited  
liability company, joint venture, association, joint stock company,             
unincorporated syndicate, unincorporated organization, trust, trustee, executor,
administrator or other legal representative, governmental authority or agency,  
political subdivision, or any group of Persons acting in concert.               

"Public Holders" shall have the meaning set forth in Section 2.1(d).  

"Registration Rights Agreement" shall mean the Registration Rights    
Agreement attached to the Stockholder Agreement to be entered into between      
Series A Stockholder and Parent.                                                

   "Registration Statement" shall have the meaning set forth in Section 4.4.

   "Reorganization" shall have the meaning set forth in the recitals to this
Agreement.                                                                      

     "Restricted Stock Plan" shall mean the Company's Retention Restricted Stock
Unit Plan.                                                                      

 "Retained Employee" shall have the meaning set forth in Section 6.1(a).

 "Revolving Credit Agreement" shall mean the Revolving Credit Agreement,
dated August 31, 1998, between Series A Stockholder and Operating Company, as   
amended.                                                                        

    "Revolving Credit Agreement Guaranty" shall mean the Guaranty dated August
31, 1998 by the Company of the obligations of Operating Company to Series A     
Stockholder under the Revolving Credit Agreement, as reaffirmed in connection   
with any amendment to the Revolving Credit Agreement.                           

"Rule 145 Affiliates" shall have the meaning set forth in Section 6.7.

"SEC" shall mean the Securities and Exchange Commission.              

"Securities Act" shall mean the Securities Act of 1933, as amended,   
together with the rules and regulations promulgated thereunder.                 

    "Series A Guaranty" shall mean the Guaranty by the Series A Stockholder of
the obligations of the Company under the Series A Notes.                        

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     "Series A Indenture" shall mean the Indenture dated as of November 4, 1996,
among the Company, Series A Stockholder and The First National Bank of Chicago, 
as supplemented, relating to the Series A Notes.                                

     "Series A Notes" shall mean the Series A Zero Coupon Notes due 2006, of the
Company.                                                                        

"Series A Stockholder" shall mean Telephone and Data Systems, Inc., a 
Delaware corporation, the parent of the Company.                                

"Series A Stockholder's Group" shall mean any "affiliated group" (as  
defined in Section 1504 of the Code without regard to the limitations contained 
in Section 1504(b) of the Code) that includes the Series A Stockholder or any   
predecessor of or successor to the Series A Stockholder (or another such        
predecessor or successor).                                                      

    "Series B Guaranty" shall mean the Guaranty by the Series A Stockholder of
the obligations of the Company under the Series B Notes.                        

    "Series B Indenture" shall mean the Indenture dated as of February 5, 1998
among the Company, Series A Stockholder and The First National Bank of Chicago, 
as supplemented, relating to the Series B Notes.                                

     "Series B Notes" shall mean the Series B Zero Coupon Notes due 2008, of the
Company.                                                                        

     "Significant Employee" shall mean any Employee of the Company or any of its
Subsidiaries who (i) is an officer of the Company or any of its Subsidiaries,   
(ii) has a written employment contract with the Company or any of its           
Subsidiaries which calls for annual compensation in excess of $90,000, or (iii) 
is compensated by the Company and/or its Subsidiaries at an annual rate greater 
than $90,000.                                                                   

"Stock Consideration Fund" shall have the meaning set forth in Section
2.2(a).                                                                         

"Stock Equivalents" shall have the meaning set forth in Section 3.3.  

    "Stockholder Agreement" shall mean the Stockholder Agreement to be entered
into between Series A Stockholder and Parent attached hereto as Annex D.        

"Subsequent Transaction" shall mean any transaction, including the    
Omnipoint Transaction, whereby (i) Parent or any of its Subsidiaries would      
acquire (by merger, consolidation, acquisition of stock or assets or otherwise) 
any corporation, limited liability company, partnership, other business         
organization or assets or division thereof, which is in the business of         
providing wireless communication services, (ii) Parent or any of its            
Subsidiaries would acquire an Investment Interest in any of the foregoing, (iii)
Parent or any of its Subsidiaries would issue any equity interest or incur any  
Indebtedness whether in connection with any item described in (i) or (ii) or    
otherwise, (iv) Parent or any of its Subsidiaries enters into or engages in a   
strategic alliance or other commercial relationship or (v) Parent or any of its 
Subsidiaries is acting in the ordinary course consistent with past practice;    
provided, however,in connection with a Subsequent Transaction described in items
(i), (ii), (iii) or (iv) of this definition, Parent must receive an opinion from
a nationally recognized investment bank, acting as financial advisor to Parent, 
to the effect that, from a financial point of view, such Subsequent Transaction 
is fair to the holders of Parent Common Stock or, if applicable, Parent.        

   "Subsidiary" or "subsidiary" shall mean a person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is  
sufficient to elect at least a majority of its Board of Directors or other      
governing body (or, if there are no such voting interests, 50% or more of the   
equity interests of which) is owned directly or indirectly by another Person.   

  "Substitute Options" shall have the meaning set forth in Section 6.2(b).

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     "Supplemental Agreement" shall mean the Supplemental Agreement, dated as of
September 8, 1998, by and among the Company, Operating Company and Investor.    

  "Surviving Corporation" shall have the meaning set forth in Section 1.1.

"Tag-Along Right" shall have the meaning set forth in Section 2.1(c). 

"Tax" and "Taxes" shall mean any federal, state, local or foreign net 
income, gross income, gross receipts, windfall profit, severance, property,     
production, sales, use, license, excise, franchise, employment, payroll,        
withholding, alternative or add-on minimum or any other tax, custom, duty,      
governmental fee or other like assessment or charge of any kind whatsoever,     
together with any interest or penalty, addition to Tax or additional amount     
imposed by any Governmental Entity.                                             

   "Tax Allocation Agreement" shall mean the Tax Allocation Agreement, dated
September 8, 1998, between Series A Stockholder and the Company, as amended.    

     "Tax Deferred Savings Plan" shall mean the Telephone and Data Systems, Inc.
Tax Deferred Savings Plan.                                                      

     "Tax Return" shall mean any return, report or similar statement required to
be filed with respect to any Tax including, without limitation, any information 
return, claim for refund, amended return or declaration of estimated tax.       

  "Tax Settlement Agreement" shall mean the Tax Settlement Agreement dated
March 12, 1999 among Series A Stockholder, the Company and Operating Company, as
amended.                                                                        

"Termination Fee" shall have the meaning set forth in Section 6.9(b). 

"Transfer Taxes" shall have the meaning set forth in Section 6.11.    

"Transition Services Agreement" shall mean the Transition Services    
Agreement in the form attached hereto as Annex C.                               

     "VoiceStream Common Stock" shall have the meaning set forth in Section 4.3.

"VoiceStream ESPP" shall have the meaning set forth in Section 4.3.   

"VoiceStream ERSP" shall have the meaning set forth in Section 4.3.   

  "VoiceStream Merger" shall have the meaning set forth in the recitals to
this Agreement.                                                                 

    "VoiceStream Option Plan" shall have the meaning set forth in Section 4.3.

   "VoiceStream Preferred Stock" shall have the meaning set forth in Section
4.3.                                                                            

 "Year 2000 Issue" means a failure of a system to recognize and properly
process date-sensitive functions involving dates prior to, on and after December
31, 1999 (including, but not limited to calculation, comparison and sequencing, 
and including, without limitation, leap year calculations).                     

   SECTION 9.4 Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement, and shall become   
effective when one or more counterparts have been signed by each of the parties 
and delivered to the other parties, it being understood that all parties need   
not sign the same counterpart.                                                  

    SECTION 9.5 Entire Agreement; No Third-Party Beneficiaries. Except for the
Confidentiality Agreement, this Agreement constitutes the entire agreement and  
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof. This Agreement, except   
for the provisions of Sections 6.1, 6.13, and 6.19 through 6.24, is not intended
to confer upon any person other than the parties hereto any rights or remedies  
hereunder.                                                                      

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SECTION 9.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND   
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF  
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS.                                                                           

SECTION 9.7 Assignment. Neither this Agreement nor any of the rights, 
interests or obligations hereunder shall be assigned by any of the parties      
hereto without the prior written consent of the other parties. Subject to the   
preceding sentence, this Agreement shall be binding upon, inure to the benefit  
of, and be enforceable by, the parties and their respective successors and      
assigns.                                                                        

    SECTION 9.8 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic and legal substance of  
the transactions contemplated hereby are not affected in any manner materially  
adverse to any party. Upon such determination that any term or other provision  
is invalid, illegal or incapable of being enforced, the parties shall negotiate 
in good faith to modify this Agreement so as to effect the original intent of   
the parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated by this Agreement may be consummated as originally
contemplated to the fullest extent possible.                                    

  SECTION 9.9 Enforcement of this Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this  
Agreement were not performed in accordance with their specific terms or were    
otherwise breached in any material respect. It is accordingly agreed that the   
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the material terms and provisions    
hereof in any court of the United States or any state having jurisdiction, such 
remedy being in addition to any other remedy to which any party is entitled at  
law or in equity.                                                               

    SECTION 9.10 Obligations of Subsidiaries. Whenever this Agreement requires
any Subsidiary of Parent (including Sub) or of the Company to take any action,  
such requirement shall be deemed to include an undertaking on the part of Parent
or the Company, as the case may be, to cause such Subsidiary to take such       
action.                                                                         

SECTION 9.11 Reliance on Representations. Notwithstanding any         
investigation, knowledge or review made at any time by or on behalf of any party
hereto, the parties acknowledge and agree that all representations and          
warranties contained in this Agreement, the Annexes, the Company Letter, the    
Parent Letter or in any of the documents, certification or agreements delivered 
in connection therewith, are being relied upon as a material inducement to enter
into this Agreement and the transactions contemplated hereby.                   

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   In Witness Whereof, Parent, Merger Sub C and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized   
all as of the date first written above.                                         

                                    VOICESTREAM WIRELESS CORPORATION

                              By: /s/ CREGG B. BAUMBAUGH
                                            ------------------------------------
                                    Name: Cregg B. Baumbaugh
                                  Title:  Executive Vice
                    President --
                                       Strategy, Finance and
                   Development

                                VOICESTREAM WIRELESS HOLDING
               CORPORATION

                              By: /s/ CREGG B. BAUMBAUGH
                                            ------------------------------------
                                    Name: Cregg B. Baumbaugh
                                  Title:  Executive Vice
                    President --
                                       Strategy, Finance and
                   Development

                                          VOICESTREAM SUBSIDIARY III CORPORATION

                              By: /s/ CREGG B. BAUMBAUGH
                                            ------------------------------------
                                    Name: Cregg B. Baumbaugh
                                  Title:  Executive Vice
                    President --
                                       Strategy, Finance and
                   Development

                               AERIAL COMMUNICATIONS, INC.

                                 By: /s/ LEROY T. CARLSON, JR.
                                            ------------------------------------
                                       Name: LeRoy T. Carlson, Jr.
                            Title:  Chairman

In addition, this Agreement is signed by the undersigned solely for the purposes
of Sections 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, and 6.26.           

                                    TELEPHONE AND DATA SYSTEMS, INC.

                            By: /s/ LEROY T. CARLSON
                                            ------------------------------------
                                  Name: LeRoy T. Carlson
                            Title:  Chairman

SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION

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[OPINION OF GOLDMAN, SACHS & CO. (AERIAL REORGANIZATION)] 

                                                                         ANNEX E
PERSONAL AND CONFIDENTIAL                                                       

September 17, 1999                                                              

Board of Directors                                                              
VoiceStream Wireless Corporation                                                
3650 131st Avenue SE                                                            
Suite 400                                                                       
Bellevue, WA 98006                                                              

Gentlemen:                                                                      

     You have requested our opinion as to the fairness from a financial point of
view to VoiceStream Wireless Corporation ("VoiceStream") of the Merger          
Consideration (as defined below) to be paid by VoiceStream under the Agreement  
and Plan of Reorganization (the "Aerial Agreement"), dated as of September 17,  
1999, among VoiceStream, VoiceStream Wireless Holding Corporation ("Holding"),  
VoiceStream Subsidiary III Corporation ("Merger Sub C"), a wholly-owned direct  
subsidiary of Holding, Aerial Communications, Inc. ("Aerial"), and Telephone and
Data Systems, Inc. (the "Series A Stockholder"), which provides for the merger  
of Merger Sub C with and into Aerial and, if the transactions contemplated by   
the Omnipoint Agreement (as defined below) are terminated or not consummated by 
the Omnipoint End Date (as defined in the Aerial Agreement), for the merger of  
VoiceStream Subsidiary I, a wholly-owned subsidiary of Holding ("Merger Sub A"),
with and into VoiceStream. We understand that VoiceStream has also entered into 
an Agreement and Plan of Reorganization (the "Omnipoint Agreement"), dated as of
June 23, 1999, among VoiceStream, Holding and Omnipoint Corporation             
("Omnipoint"), which provides for the merger of Merger Sub A with and into      
VoiceStream and the merger of VoiceStream Subsidiary II, a wholly-owned         
subsidiary of Holding, with and into Omnipoint (the "Omnipoint Reorganization"),
whereby VoiceStream and Omnipoint will become wholly-owned subsidiaries of      
Holding.                                                                        

   Pursuant to the Aerial Agreement, each outstanding share of Common Stock,
no par value, of VoiceStream ("VoiceStream Common Stock"), will be converted    
into one share of Common Stock, $0.001 par value, of Holding ("Holding Common   
Stock"), and each outstanding Series A Common Share, par value $1.00, and each  
outstanding Common Share, par value $1.00, of Aerial (together, "Aerial Common  
Stock") will be converted into the following consideration (the "Merger         
Consideration"): (i) in the case of the Series A Stockholder and Sonera, Ltd.   
("Sonera"), the right to receive the Conversion Number (as defined below) of    
shares of Holding Common Stock and (ii) in the case of stockholders of Aerial   
other than the Series A Stockholder or Sonera, the right to receive the         
Conversion Number of shares of Holding Common Stock or, at the election of such 
stockholders, $18.00 in cash. The Conversion Number will be equal to 0.455;     
provided, however, (i) in the event that (a) the Omnipoint Agreement is         
terminated or the transactions contemplated by the Omnipoint Agreement are not  
consummated by the Omnipoint End Date and (b) the Closing Date Market Price (as 
defined in the Aerial Agreement) is less than $39.56, the Conversion Number will
be equal to the number determined by dividing $18.00 by the Closing Date Market 
Price, but will not be greater than 0.50 or less than 0.455 (or, if applicable, 
the quotient calculated as described in clause (ii)); and (ii) in the event that
the number of Adjusted Fully Diluted Shares (as defined in the Aerial Agreement)
exceeds 85,839,161 as of the Effective Time, the Conversion Number will be equal
to the number determined by dividing 39,056,818 by such number of Adjusted Fully
Diluted Shares as of the Effective Time (subject to further adjustment as       
described in clause (i), if applicable). In addition, pursuant to the           
Debt/Equity Replacement Agreement, to be entered into by and among the Series A 
Stockholder, Aerial, VoiceStream and Holding (the "Debt/Equity                  

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VoiceStream Wireless Corporation                                                
September 17, 1999                                                              
Page  2                                                                         

Replacement Agreement"), debt of Aerial in the amount of $420,000,000 held by   
the Series A Stockholder will be converted into shares of Aerial Common Stock at
a conversion price of $22.00. In addition, you have advised us that Sonera will 
acquire 10.45 million shares of Aerial Common Stock at a price of $22.00 per    
share.                                                                          

Goldman, Sachs & Co., as part of its investment banking business, is  
continually engaged in the valuation of businesses and their securities in      
connection with mergers and acquisitions, negotiated underwritings, competitive 
biddings, secondary distributions of listed and unlisted securities, private    
placements and valuations for estate, corporate and other purposes. We are      
familiar with VoiceStream, having provided certain investment banking services  
to VoiceStream and its former parent, Western Wireless Corporation ("Western"), 
from time to time, including having acted as lead manager in the initial public 
offering of 11 million shares of common stock, no par value (the "Western Common
Stock"), of Western in May 1996; having acted as lead manager in the public     
offering of $200 million aggregate principal amount of 10.5% senior subordinated
notes due June 2006, of Western in May 1996; having acted as lead manager in the
private offering of $200 million aggregate principal amount of 10.5% senior     
subordinated notes due February 2007, of Western in October 1996; having acted  
as lead manager in the public offering of 12.1 million shares of Western Common 
Stock in April 1998; having acted as Western's financial advisor in connection  
with the sale of 19.9% of the outstanding shares of VoiceStream Common Stock to 
Hutchison Telecommunications PCS (USA) Limited in February 1998; and having     
acted as VoiceStream's financial advisor in connection with, and having         
participated in certain of the negotiations leading to, the Aerial Agreement and
the Omnipoint Agreement. Investment funds affiliated with Goldman, Sachs & Co.  
have a principal investment in VoiceStream in the amount of 9,730,208 shares of 
VoiceStream Common Stock and have the right to designate a nominee for election 
to VoiceStream's Board of Directors. Terrence O'Toole, a Managing Director of   
Goldman, Sachs & Co., is a director of VoiceStream. In addition, we have        
provided certain investment banking services to Aerial from time to time,       
including having acted as co-manager in the initial public offering of 12.25    
million shares of Aerial Common Stock in April 1996. Goldman, Sachs & Co.       
provides a full range of financial advisory and securities services and, in the 
course of its normal trading activities, may from time to time effect           
transactions and hold securities, including derivative securities, of           
VoiceStream and Aerial for its own account and for the accounts of customers. As
of September 10, 1999, Goldman, Sachs & Co. had a short position in 4,061 shares
of Aerial Common Stock and a short position in 150 put contracts on Aerial      
Common Stock. As of the same date and in addition to the principal investment   
referred to above, Goldman, Sachs & Co. had a long position of $8.5 million of  
VoiceStream bank loans.                                                         

    In connection with this opinion, we have reviewed, among other things, the
Aerial Agreement; the Omnipoint Agreement; the Debt/Equity Replacement          
Agreement; the Registration Statement on Form 10 of VoiceStream dated April 13, 
1999; Annual Reports to Stockholders and Annual Reports on Form 10-K of Western 
for the three years ended December 31, 1998; Annual Reports to Stockholders and 
Annual Reports on Form 10-K of Aerial for the two years ended December 31, 1998;
certain interim reports to stockholders and Quarterly Reports on Form 10-Q of   
VoiceStream, Western and Aerial; certain other communications from VoiceStream, 
Western and Aerial to their respective stockholders; certain internal financial 
analyses and forecasts for VoiceStream prepared by the management of            
VoiceStream, certain financial analyses and forecasts for Aerial prepared by the
management of VoiceStream, and certain internal financial analyses and forecasts
for Aerial prepared by the management of Aerial (collectively, the "Forecasts").
We also have held discussions with                                              

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VoiceStream Wireless Corporation                                                
September 17, 1999                                                              
Page  3                                                                         

members of senior management of VoiceStream and Aerial regarding the strategic  
rationale for, and the potential benefits of, the transactions contemplated by  
the Aerial Agreement and the past and current business operations, financial    
condition and future prospects of their respective companies. In addition, we   
have reviewed the reported price and trading activity for the VoiceStream Common
Stock and Aerial Common Stock, compared certain financial and stock market      
information for VoiceStream and Aerial with similar information for certain     
other companies the securities of which are publicly traded, reviewed the       
financial terms of certain recent business combinations in the U.S. wireless    
communications industry specifically and in other industries generally and      
performed such other studies and analyses as we considered appropriate.         

   We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us and have assumed such accuracy and         
completeness for purposes of rendering this opinion. In this regard, we have    
assumed with your consent that the Forecasts have been reasonably prepared on a 
basis reflecting the best currently available estimates and judgments of        
VoiceStream and Aerial, as the case may be. In addition, we have not made an    
independent evaluation or appraisal of the assets and liabilities of VoiceStream
or Aerial or any of their subsidiaries and we have not been furnished with any  
such evaluation or appraisal. We have also taken into account VoiceStream's view
as to the possible tax consequences of the transactions contemplated by the     
Aerial Agreement as described to us by VoiceStream. We have assumed that all    
material governmental, regulatory or other consents and approvals necessary for 
the consummation of the transaction contemplated by the Aerial Agreement will be
obtained without any adverse effect on VoiceStream or Aerial or on the          
contemplated benefits of the transactions contemplated by the Aerial Agreement. 
Our advisory services and the opinion expressed herein are provided for the     
information and assistance of the Board of Directors of VoiceStream in          
connection with its consideration of the transactions contemplated by the Aerial
Agreement and such opinion does not constitute a recommendation as to how any   
holder of shares of VoiceStream Common Stock should vote with respect to such   
transactions.                                                                   

   Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the Merger
Consideration to be paid by VoiceStream pursuant to the Aerial Agreement is fair
from a financial point of view to VoiceStream stockholders.                     

                     Very truly yours,

                          (GOLDMAN, SACHS & CO.)

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                                                                         ANNEX F

[OPINION OF DONALDSON, LUFKIN & JENRETTE (AERIAL REORGANIZATION)] 

September 17, 1999                                                              

Board of Directors                                                              
Aerial Communications, Inc.                                                     
8410 West Bryn Mawr                                                             
Suite 1100                                                                      
Chicago, Illinois 60631                                                         

Members of the Board:                                                           

     You have requested our opinion as to the fairness from a financial point of
view to the stockholders of Aerial Communications, Inc. (the "Company") of the  
consideration to be received by such stockholders pursuant to the terms of the  
Agreement and Plan of Reorganization, dated September 17, 1999 (the             
"Agreement"), by and among VoiceStream Wireless Corporation, a Washington       
corporation ("VoiceStream"), VoiceStream Wireless Holding Corporation, a        
Delaware corporation ("Holding"), VoiceStream Subsidiary III Corporation, a     
Delaware corporation ("Sub"), which shall be a wholly-owned direct subsidiary of
Holding as of the effective time of the Merger, the Company and Telephone and   
Data Systems, Inc., a Delaware Corporation ("TDS"), pursuant to which Sub will  
be merged (the "Merger") with and into the Company. The Merger is conditioned   
upon the consummation or termination of the acquisition of Omnipoint Corporation
("Omnipoint"), pursuant to the Agreement and Plan of Reorganization, dated as of
June 23, 1999 (the "Omnipoint Reorganization Agreement"), among VoiceStream,    
Holding and Omnipoint (the "Omnipoint Acquisition"); provided, that such        
condition shall be deemed to have been satisfied on the earlier of the "End     
Date," as defined in the Omnipoint Reorganization Agreement, or June 30, 2000.  
Subsequent to the Merger, each of the Company, VoiceStream and, if the Omnipoint
Acquisition is consummated, Omnipoint, will continue as a subsidiary of Holding.

Pursuant to the Agreement, each share of common stock of the Company  
("Company Common Stock") will be converted into the right to receive 0.455      
shares of common stock, $.001 par value per share (the "Holding Common Stock")  
of Holding; provided, that if the Omnipoint Acquisition is terminated or not    
consummated prior to the Merger and the 15-day average of the high and low      
trading prices for Holding Common Stock or the common stock of VoiceStream, as  
applicable, immediately prior to the effective time of the Merger (the "Closing 
Date Market Price") is less than $39.56, then each share of Company Common Stock
will be converted into the right to receive the amount determined by dividing   
$18.00 by the Closing Date Market Price, but shall not be greater than 0.500 or 
less than 0.455; and, provided, further, that any such exchange ratio shall be  
subject to adjustment below 0.455 by dividing 39,056,818 by the aggregate number
of shares of Company Common Stock and stock appreciation rights, phantom stock  
rights or other contractual rights the value of which is determined in whole or 
in part by the value of any capital stock of the Company, not including shares  
issued or to be issued pursuant to the Debt/Equity Replacement Agreement (as    
defined below), to TDS and Sonera Ltd. ("Sonera") and pursuant to performance   
options (the "Adjusted Fully Diluted Shares"), if the aggregate number of       
Adjusted Fully Diluted Shares exceeds 85,839,161 at the effective time of the   
Merger (any such ratio whether or not the Omnipoint Acquisition is consummated  
prior to the Merger, the "Exchange Ratio"). Stockholders of the Company, other  
than TDS and Sonera, will have the option to receive $18.00 in cash in lieu of  
the Exchange Ratio (together with the Exchange Ratio, the "Merger               
Consideration"). The terms of the Merger are more fully set forth in the        
Agreement.                                                                      

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Board of Directors                                                              
Aerial Communications, Inc.                                                     
Page  2                                                                         

   In arriving at our opinion, we have reviewed: (i) the Agreement; (ii) the
Stockholder Agreement, dated the date of the Agreement, among VoiceStream, TDS  
and Holding; (iii) the Debt/Equity Replacement Agreement, dated the date of the 
Agreement, among TDS, VoiceStream, Holding, Aerial Operating Company, Inc., a   
majority-owned subsidiary of the Company ("Operating Company"), and the Company;
(iv) the Indemnity Agreement, dated the date of the Agreement, among TDS,       
Operating Company, VoiceStream, Holding and the Company; (v) the Stockholder    
Agreement, dated the date of the Agreement, among certain stockholders of       
VoiceStream; (vi) a draft of the Investor Agreement to be entered into by TDS,  
VoiceStream and Holding at or prior to the effective time of the Merger; (vii) a
draft of the Registration Rights Agreement to be entered into by TDS and Holding
at or prior to the effective time of the Merger; and (viii) the exhibits        
thereto. We also have reviewed financial and other information that was publicly
available, including certain research analysts' projections for VoiceStream     
(both on a standalone basis and pro forma for the Omnipoint Acquisition), or    
furnished to us by the Company and VoiceStream, including information provided  
during discussions with their respective managements (which, with respect to    
VoiceStream includes VoiceStream management's comments on the research analysts'
projections referred to above) (such research analysts' projections, as         
commented on by management of VoiceStream, the "Analyst Projections"). Included 
in the information provided during discussions with the management of the       
Company were certain financial projections of the Company prepared by the       
management of the Company. In addition, we have compared certain financial and  
securities data of the Company, VoiceStream and Omnipoint with various other    
companies whose securities are traded in public markets, reviewed the historical
stock prices and trading volumes of the common stock of the Company, VoiceStream
and Omnipoint, reviewed prices and premiums paid in certain other business      
combinations and conducted such other financial studies, analyses and           
investigations as we deemed appropriate for purposes of this opinion.           

In rendering our opinion, we have relied upon and assumed without     
independent verification the accuracy and completeness of all of the financial  
and other information that was available to us from public sources, that was    
provided to us by the Company and VoiceStream and their respective              
representatives, or that was otherwise reviewed by us and have assumed that the 
Company is not aware of any information prepared by it or its advisors that     
might be material to our opinion that has not been made available to us. With   
respect to the financial projections supplied to us, we have relied on          
representations that they have been reasonably prepared on the basis reflecting 
the best currently available estimates and judgments of the management of the   
Company as to the future operating and financial performance of the Company.    
With respect to the Analyst Projections, we have assumed that they have been    
prepared on a basis that does not materially differ from the view of management 
of VoiceStream as to the future operating and financial performance of          
VoiceStream. We have not assumed any responsibility for making any independent  
evaluation of any assets or liabilities or for making any independent           
verification of any of the information reviewed by us. We have relied as to     
certain legal matters on advice of counsel to the Company.                      

   Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of, 
the date of this letter. It should be understood that, although subsequent      
developments may affect this opinion, we do not have any obligation to update,  
revise or reaffirm this opinion. We are expressing no opinion herein as to the  
prices at which Holding Common Stock will actually trade at any time. Our       
opinion does not address the relative merits of the Merger, as contrasted with  
other business strategies being considered by the Company's Board of Directors, 
nor does it address the Board's decision to proceed with the Merger.            

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Board of Directors                                                              
Aerial Communications, Inc.                                                     
Page  3                                                                         

Our opinion does not constitute a recommendation to any stockholder as to how   
such stockholder should vote on the proposed transaction. This opinion is not to
be quoted or referred to, in whole or in part, in any document, nor shall this  
opinion be used for any other purposes or publicly disclosed, without our prior 
written consent; provided, however, the Company is authorized to include this   
opinion in its entirety in the proxy materials specifically contemplated by the 
Agreement.                                                                      

     We have acted as financial advisor to the Board of Directors of the Company
in connection with the transactions contemplated by the Agreement and will      
receive a fee for our services, a substantial portion of which is contingent    
upon consummation of the transactions contemplated by the Agreement. Donaldson, 
Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its investment     
banking services, is regularly engaged in the valuation of businesses and       
securities in connection with mergers, acquisitions, underwritings, sales and   
distributions of listed and unlisted securities, private placements and         
valuations for corporate and other purposes. In the ordinary course of our      
business we actively trade the debt and equity securities of companies,         
including the Company, TDS, VoiceStream and Omnipoint, for our own account and  
for the accounts of customers and may hold a long or short position in such     
securities at any time. DLJ has performed investment banking and other services 
for the Company, TDS, Omnipoint, Western Wireless Corp. ("Western Wireless"),   
the former owner of VoiceStream, and Hutchison Whampoa Limited ("Hutchison") in 
the past, including (i) acting as the lead manager for an offering of           
convertible preferred stock of Omnipoint in May 1998, (ii) acting as a          
co-manager for an offering of Class A Shares of Western Wireless in April, 1998,
(iii) acting as a co-manager for an offering of Trust Originated Preferred      
Securities of TDS in February 1998, (iv) arranging a senior secured credit      
facility for Omnipoint in February 1998 and (v) acting as financial advisor to  
Hutchison in its purchase of common stock of Western Wireless in October 1997,  
and has received usual and customary compensation for such services.            

     Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the Merger Consideration to be received pursuant to the     
Agreement by the stockholders of the Company, other than VoiceStream, Holding   
and Omnipoint and any of their respective affiliates, is fair to such           
stockholders from a financial point of view.                                    

                     Very truly yours,

                                DONALDSON, LUFKIN & JENRETTE
                          SECURITIES CORPORATION

                                 By:     /s/ LOUIS P. FRIEDMAN
                                            ------------------------------------
                                           Louis P. Friedman

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                                                                         ANNEX G

[OPINION WASSERSTEIN PERELLA & CO., INC (AERIAL REORGANIZATION)]

September 17, 1999

Special Committee of the Board of Directors                                     
Aerial Communications, Inc.                                                     
8410 West Bryn Mawr                                                             
Suite 1100                                                                      
Chicago, IL 60631                                                               

Members of the Special Committee:                                               

You have asked us to advise you with respect to the fairness, from a  
financial point of view, to the stockholders of Aerial Communications, Inc. (the
"Company") (other than Telephone and Data Systems, Inc. ("TDS") and Sonera Ltd. 
("Sonera")) (the "Public Stockholders") of the Merger Consideration (as defined 
below) provided for pursuant to the terms of the Agreement and Plan of          
Reorganization (the "Reorganization Agreement"), among the Company, TDS,        
VoiceStream Wireless Corporation ("VoiceStream"), VoiceStream Wireless Holding  
Corporation ("Holding") and VoiceStream Subsidiary III Corporation, a wholly    
owned subsidiary of Holding ("Sub"). The Reorganization Agreement provides for, 
among other things, a merger of Sub with and into the Company (the "Merger").   
The Merger is conditioned upon the consummation or termination of the           
acquisition of Omnipoint Corporation ("Omnipoint"), pursuant to the Agreement   
and Plan of Reorganization, dated as of June 23, 1999 (the "Omnipoint           
Reorganization Agreement"), among VoiceStream, Holding and Omnipoint (the       
"Omnipoint Acquisition"); provided, that such condition shall be deemed to have 
been satisfied on the earlier of the End Date (as defined in the Omnipoint      
Reorganization Agreement) or June 30, 2000 (the "Omnipoint End Date"). In the   
Merger, each outstanding Series A Common Share, $1.00 par value, of the Company 
and each outstanding Common Share, $1.00 par value, of the Company (other than  
any such shares held in the treasury of the Company or owned by VoiceStream,    
Holding or their respective subsidiaries) (collectively "Company Common Stock") 
will be converted into 0.455 shares (the "Exchange Ratio") of common stock, par 
value $0.001 per share, of Holding (the "Holding Common Stock"), subject to     
increase if the Omnipoint Acquisition is terminated or not consummated prior to 
the Omnipoint End Date and the 15-day average of the high and low trading prices
for Holding Common Stock or the common stock of VoiceStream, as applicable,     
immediately prior to the effective time of the Merger (the "Closing Date Market 
Price") is less than $39.56, in which case each share of Company Common Stock   
will be converted into the right to receive the amount determined by dividing   
$18.00 by the Closing Date Market Price, but shall not be greater than 0.500 or 
less than 0.455, and subject to decrease if the Adjusted Fully Diluted Shares   
(as defined in the Reorganization Agreement) exceed a specified limit. Each     
Public Stockholder may elect to receive $18.00 cash in lieu of the Exchange     
Ratio (such cash election together with the Exchange Ratio, the "Merger         
Consideration"). The terms and conditions of the Merger are set forth in more   
detail in the Reorganization Agreement.                                         

In connection with rendering our opinion, we have reviewed (i) the    
Reorganization Agreement; (ii) the Stockholder Agreement, dated the date of the 
Reorganization Agreement, among VoiceStream, TDS and Holding; (iii) the         
Debt/Equity Replacement Agreement, dated the date of the Reorganization         
Agreement, among TDS, VoiceStream, Holding, Aerial Operating Company, Inc., a   
majority-owned subsidiary of the Company ("Operating Company"), and the Company;
(iv) the Parent Stockholder Agreement, dated the date of the Reorganization     
Agreement, among the Company, TDS, VoiceStream, Holding and certain stockholders
of VoiceStream; (v) a draft of the                                              

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Investor Agreement to be entered into by TDS, VoiceStream and Holding at or     
prior to the effective time of the Merger; (vi) the Indemnity Agreement, dated  
the date of the Reorganization Agreement, among TDS, Operating Company,         
VoiceStream, Holding and the Company; (vii) a draft of the Registration Rights  
Agreement to be entered into by TDS and Holding at or prior to the effective    
time of the Merger; and (viii) the exhibits thereto, and for purposes hereof, we
have assumed that the final forms of those documents reviewed by us in draft    
form will not differ in any material respect from the drafts provided to us. We 
have also reviewed and analyzed certain publicly available business and         
financial information relating to the Company, VoiceStream, and Omnipoint for   
recent years and interim periods to date, as well as certain internal financial 
and operating information of the Company, including financial forecasts,        
analyses and projections prepared by or on behalf of the Company and provided to
us for purposes of our analysis, and we have discussed with the Special         
Committee and management of the Company and of VoiceStream such information and,
among other matters, each of the Company's and VoiceStream's business,          
operations, assets, financial condition and future prospects. As you are aware, 
VoiceStream did not make available to us its projections of expected future     
performance. Accordingly, our review of such information for purposes of        
rendering our opinion was limited to discussions with management of VoiceStream 
of certain research analysts' projections of VoiceStream's future performance   
both on a stand alone basis and pro forma for the Omnipoint Acquisition (as     
commented on by management, the "Analyst Projections").                         

 We have reviewed and considered certain financial and stock market data
relating to the Company, VoiceStream and Omnipoint and we have compared that    
data with similar data for certain other companies, the securities of which are 
publicly traded, that we believe may be relevant or comparable in certain       
respects to the Company, VoiceStream and Omnipoint or one or more of their      
respective businesses or assets, and we have reviewed and considered the        
financial terms of certain recent acquisitions and business combination         
transactions in the wireless communications industry that we believe to be      
reasonably comparable to the Merger or otherwise relevant to our inquiry. We    
have also performed such other financial studies, analyses, and investigations  
and reviewed such other information as we considered appropriate for purposes of
this opinion.                                                                   

    In our review and analysis and in formulating our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other 
information provided to or discussed with us or publicly available, and we have 
not assumed any responsibility for independent verification of any of such      
information. We have also assumed and relied upon the reasonableness and        
accuracy of the financial projections, forecasts and analyses provided to us,   
and we have assumed that such projections, forecasts and analyses were          
reasonably prepared in good faith and on bases reflecting the best currently    
available judgments and estimates of the Company's management with respect to   
the projections prepared by the Company. With respect to the Analyst            
Projections, we have assumed that they have been prepared on a basis that does  
not materially differ from the view of management of VoiceStream as to the      
future operating and financial performance of VoiceStream. We express no opinion
with respect to such projections, forecasts and analyses or the assumptions upon
which they are based. In addition, we have not reviewed any of the books and    
records of the Company or VoiceStream, or assumed any responsibility for        
conducting a physical inspection of the properties or facilities of the Company 
or VoiceStream, or for making or obtaining an independent valuation or appraisal
of the assets or liabilities of the Company or VoiceStream, and no such         
independent valuation or appraisal was provided to us. We note that the Merger  
is intended to qualify as a tax free reorganization for United States Federal   
tax purposes, and we have assumed that the Merger will so qualify. We also have 
assumed that obtaining all regulatory and other approvals and third party       
consents required for consummation of the Merger will not have an adverse impact
on the Company or VoiceStream or on the anticipated benefits of the Merger, and 
we have assumed that the transactions described in the Reorganization Agreement 
will be consummated without waiver or                                           

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modification of any of the material terms or conditions contained therein by any
party thereto. Our opinion is necessarily based on economic and market          
conditions and other circumstances as they exist and can be evaluated by us as  
of the date hereof. We are not expressing any opinion herein as to the prices at
which any securities of Holding, VoiceStream or the Company will actually trade 
at any time.                                                                    

    In the ordinary course of our business, we may actively trade the debt and
equity securities of the Company, Holding and VoiceStream for our own account   
and for the accounts of customers and, accordingly, may at any time hold a long 
or short position in such securities.                                           

   We are acting as financial advisor to the Special Committee in connection
with the proposed Merger and will receive a fee for our services as well as a   
fee for rendering this opinion, a significant portion of which is contingent    
upon the consummation of the Merger. We have performed certain other financial  
advisory services for the Special Committee in the past and have received       
customary fees for rendering such services.                                     

   Our opinion addresses only the fairness from a financial point of view to
the Public Stockholders of the Merger Consideration provided for pursuant to the
Reorganization Agreement. Our opinion does not address the Company's underlying 
business decision to effect the transactions contemplated by the Reorganization 
Agreement.                                                                      

     It is understood that this letter is for the benefit and use of the Special
Committee of the Board of Directors of the Company in its consideration of the  
Merger and, except for inclusion in its entirety in any registration statement  
or proxy statement required to be circulated to stockholders of the Company     
relating to the Merger, may not be quoted, referred to or reproduced at any time
or in any manner without our prior written consent. This opinion does not       
constitute a recommendation to any stockholder or as to how such holder should  
vote with respect to the Merger or whether any Public Stockholder should elect  
to receive cash in lieu of the Exchange Ratio, and should not be relied upon by 
any stockholder as such.                                                        

    Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that as of the date hereof  
the Merger Consideration provided for pursuant to the Reorganization Agreement  
is fair to the Public Stockholders from a financial point of view.              

                     Very truly yours,

                                   WASSERSTEIN PERELLA & CO., INC.

                                       /s/ WASSERSTEIN PERELLA & CO., INC.

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                                                                         ANNEX H

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VOICESTREAM WIRELESS HOLDING CORPORATION

VoiceStream Wireless Holding Corporation, a corporation organized and 
existing under the laws of the State of Delaware, hereby certifies as follows:  

  1. The name of the corporation is VOICESTREAM WIRELESS HOLDING
CORPORATION. The date of filing of its original Certificate of        
Incorporation with the Secretary of State was June 18, 1999.          

          2. This Amended and Restated Certificate of Incorporation restates and
     integrates and further amends the Restated Certificate of Incorporation and
all previous Amendments thereto of this corporation by revising such  
   documents in their entirety. The Restated Certificate of Incorporation as
 amended or supplemented heretofore is further amended hereby to read as
herein set forth in full:                                             

ARTICLE I.

NAME

   The name of this corporation is VoiceStream Wireless Holding Corporation.

ARTICLE II. 

REGISTERED OFFICE AND AGENT 

  The address of the registered office of this corporation in the State of
Delaware is 1013 Centre Road, Wilmington, Delaware 19805 in the City of         
Wilmington, County of New Castle, and the name of its registered agent at that  
address is Corporation Service Company.                                         

ARTICLE III.

PURPOSE 

    The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of   
Delaware.                                                                       

ARTICLE IV. 

DURATION

This corporation is to have perpetual existence.                      

ARTICLE V.

AUTHORIZED SHARES 

5.1  Authorized Shares. The total number of shares of stock that the  
corporation shall have authority to issue is One Billion One Hundred Million    
(1,100,000,000), which shall consist of One Billion (1,000,000,000) shares of   
Common Stock, $0.001 par value per share ("Common Stock"),                      

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and One Hundred Million (100,000,000) shares of Preferred Stock, $0.001 par     
value per share ("Preferred Stock");                                            

  5.2  Rights and Preferences of Common Stock. The holders of Common Stock
shall have the following rights and preferences, subject to the rights and      
preferences of holders of Preferred Stock, as determined by the Board of        
Directors pursuant to Section 5.3 of this Article V.                            

       (a) Dividends. Holders of Common Stock shall be entitled to receive
     such dividends, payable in cash or otherwise, as may be declared thereon by
the Board of Directors from time to time out of assets or funds of the
corporation that are legally available therefor.                      

      (b) Voting. On all matters upon which stockholders are entitled to
 vote, every holder of Common Stock shall be entitled to one (1) vote in
   person or by proxy for each share of Common Stock standing in its name on
the transfer books of the corporation.                                

    (c) Liquidation or Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
holders of Common Stock shall receive a per share distribution of any 
assets remaining after payment or provision for liabilities and the   
liquidation preference on Preferred Stock, if any.                    

5.3  Rights and Preferences of Preferred Stock. The Board of Directors
shall have the full authority permitted by law to divide the authorized and     
unissued shares of Preferred Stock into series, and to provide for the issuance 
of such shares in an aggregate amount not exceeding in the aggregate the number 
of shares of Preferred Stock authorized by this Amended and Restated Certificate
of Incorporation, as amended from time to time, and to determine with respect to
each such series the voting powers, if any (which voting powers, if granted, may
be full or limited), designations, preferences and relative, participating,     
optional or other special rights, and the qualifications, limitations or        
restrictions relating thereto, including without limiting the generality of the 
foregoing, the voting rights relating to shares of Preferred Stock of any series
(which may be one or more votes per share or a fraction of a vote per share,    
which may vary over time and which may be applicable generally or only upon the 
happening and continuance of stated events or conditions), the rate of dividend 
to which holders of Preferred Stock of any series may be entitled (which may be 
cumulative or noncumulative), the rights of holders of Preferred Stock of any   
series in the event of liquidation, dissolution or winding up of the affairs of 
the corporation, the rights, if any, of holders of Preferred Stock of any series
to convert or exchange such shares of Preferred Stock of such series for shares 
of any other series of capital stock or for any other securities, property or   
assets of the corporation (including the determination of the price or prices or
the rate or rates applicable to such rights to convert or exchange and the      
adjustment thereof, the time or times during which the right to convert or      
exchange shall be applicable and the time or times during which a particular    
price or rate shall be applicable), whether or not the shares of that series    
shall be redeemable, and if so, the terms and conditions of such redemption,    
including the date or dates upon or after which they shall be redeemable, and   
the amount per share payable in case of redemption, which amount may vary under 
different conditions and at different redemption dates, and whether any shares  
of that series shall be redeemed pursuant to a retirement or sinking fund or    
otherwise and the terms and conditions of such obligation.                      

 Before the corporation shall issue any shares of Preferred Stock of any
series, it shall file with the Secretary of State of the State of Delaware in   
the manner prescribed by the General Corporation Law of Delaware an amendment to
this Amended and Restated Certificate of Incorporation setting forth the terms  
of the series and fixing the voting powers, designations, preferences, the      
relative, participating, optional, or other special rights, if any, and the     
qualifications, limitations and restrictions, if any, relating to the shares of 
Preferred Stock of such series, and the number of shares of Preferred Stock of  
such series authorized by the Board of Directors to be issued. The Board of     

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Directors is further authorized to increase or decrease (but not below the      
number of such shares of such series then outstanding) the number of shares of  
any series subsequent to the issuance of shares of that series.                 

    5.4  Issuance of Stock. The shares of capital stock of the corporation may
be issued by the corporation from time to time for such consideration as from   
time to time may be fixed by the Board of Directors of the corporation.         

ARTICLE VI. 

NUMBER OF DIRECTORS 

     The number of directors which shall constitute the whole Board of Directors
of this corporation shall be as specified in the Bylaws of this corporation.    

ARTICLE VII.

LIMITATION OF DIRECTOR'S LIABILITY

A director of the corporation shall not be personally liable to the   
corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or   
(iv) for any transaction from which the director derived an improper personal   
benefit. Neither the amendment nor repeal of this Article VII, nor the adoption 
of any provision of this Amended and Restated Certificate of Incorporation or   
Bylaws or of any statute inconsistent with this Article VII, shall eliminate or 
reduce the effect of this Article VII in respect of any acts or omissions       
occurring, or any causes of action, suits or claims that, but for this Article  
VII would accrue or arise, prior to such amendment, repeal or adoption of an    
inconsistent provision.                                                         

ARTICLE VIII. 

INDEMNIFICATION OF DIRECTORS AND OFFICERS 

 8.1  Indemnification. The corporation shall indemnify its directors and
officers to the full extent permitted by applicable law. The corporation shall  
advance expenses for such persons pursuant to the terms set forth in the Bylaws,
or in a separate directors' resolution or contract.                             

8.2  Authorization. The Board of Directors may take such action as is 
necessary to carry out these indemnification and expense advancement provisions.
It is expressly empowered to adopt, approve, and amend from time to time such   
Bylaws, resolutions, contracts, or further indemnification and expense          
advancement arrangements implementing these provisions as may be permitted by   
law, including the purchase and maintenance of insurance. Such                  
Bylaws,resolutions, contracts, or further arrangements shall include but not be 
limited to implementing the manner in which determinations as to any indemnity, 
or advancement of expenses shall be made.                                       

    8.3  Amendment. No amendment or repeal of this Article VIII shall apply to
or have any effect on any right to indemnification provided hereunder with      
respect to acts or omissions occurring prior to such amendment or repeal.       

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ARTICLE IX. 

REDEMPTION

  9.1  Redemption. Notwithstanding any other provision of this Amended and
Restated Certificate of Incorporation to the contrary, outstanding shares of    
capital stock of the corporation held by Disqualified Holders shall always be   
subject to redemption by the corporation, by action of the Board of Directors,  
if, in the judgment of the Board of Directors, such action should be taken,     
pursuant to Section 105(b) of Title 8 of the Delaware Code or any other         
applicable provision of law, to the extent necessary to prevent the loss or     
secure the reinstatement of any license or franchise from any governmental      
agency held by the corporation or any of its subsidiaries to conduct any portion
of the business of the corporation or any of its subsidiaries, which license or 
franchise is conditioned upon some or all of the holders of the corporation's   
stock possessing prescribed qualifications. The terms and conditions of such    
redemption shall be as follows:                                                 

          (a) the redemption price of the shares to be redeemed pursuant to this
 Article IX shall be equal to the lesser of (i) the Fair Market Value or
 (ii) if such stock was purchased by such Disqualified Holder within one
    year of the Redemption Date, such Disqualified Holder's purchase price for
such shares;                                                          

(b) the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof;                     

          (c) if less than all the shares held by Disqualified Holders are to be
 redeemed, the shares to be redeemed shall be selected in such manner as
    shall be determined by the Board of Directors, which may include selection
  first of the most recently purchased shares thereof, selection by lot or
selection in any other manner determined by the Board of Directors;   

        (d) at least 30 days' written notice of the Redemption Date shall be
   given to the record holders of the shares selected to be redeemed (unless
waived in writing by any such holder); provided, however, that only 10
days' written notice of the Redemption Date shall be given to record  
holders if the cash or Redemption Securities necessary to effect the  
redemption shall have been deposited in trust for the benefit of such 
   record holders and subject to immediate withdrawal by them upon surrender
of the stock certificates for their shares to be redeemed; provided,  
    further, that the record holders of the shares selected to be redeemed may
     transfer such shares prior to the Redemption Date to any holder that is not
  a Disqualified Holder and thereafter, for so long as such shares are not
held by a Disqualified Holder, such shares shall not be subject to    
redemption by the corporation;                                        

          (e) from and after the Redemption Date; any and all rights of whatever
   nature (including without limitation any rights to vote or participate in
 dividends declared on stock of the same class or series as such shares)
  with respect to the shares selected from redemption held by Disqualified
Holders on the Redemption Date shall cease and terminate and such     
     Disqualified Holders thenceforth shall be entitled only to receive the cash
or Redemption Securities payable upon redemption; and                 

       (f) such other terms and conditions as the Board of Directors shall
determine.                                                            

9.2  Definitions. For purposes of this Article IX:                    

        (a) "Disqualified Holder" shall mean any holder of capital shares of
   stock of the corporation whose holding of such stock, either individually
   or when taken together with the holding of shares of capital stock of the
    corporation by any other holders, may result, in the judgment of the Board
   of Directors, in the loss of, or the failure to secure the reinstatement,
of, any license or franchise from any governmental agency held by the 
corporation or any of its                                             

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  subsidiaries or affiliates to conduct any portion of the business of the
corporation or any of its subsidiaries or affiliates.                 

        (b) "Fair Market Value" of a share of the corporation's stock of any
   class or series shall mean the average Closing Price for such a share for
  each of the forty-five (45) most recent days on which shares of stock of
such class or series shall have been traded preceding the day on which
notice of redemption shall be given pursuant to Section 9.1(d) of this
 Article IX; provided, however, that if shares of stock of such class or
   series are not traded on any United States securities exchange registered
   under the Securities Exchange Act of 1934 (a "Securities Exchange") or in
   the National Association of Securities Dealers, Inc. Automated Quotations
Systems or any other system then in use (a "Quotation System"), "Fair 
    Market Value" shall be determined by the Board of Directors in good faith.
For purposes of this definition "Closing Price" on any day means the  
reported closing sales price or, in case no such sale takes place, the
average of the reported closing bid and asked prices on the principal 
     Securities Exchange on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing sales price or bid   
quotation for such stock on the applicable Quotation System.          

   (c) "Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the corporation
pursuant to this Article IX.                                          

        (d) "Redemption Securities" shall mean any debt or equity securities
of the corporation, any of its subsidiaries or affiliates or any other
   corporation, or any combination thereof, having such terms and conditions
     as shall be approved by the Board of Directors and which, together with any
cash to be paid as part of the redemption price, in the opinion of any
nationally recognized investment banking firm selected by the Board of
 Directors (which may be a firm which provides other investment banking,
   brokerage or other services to the corporation), has a value, at the time
  notice of redemption is given pursuant to Section 9.1(d) of this Article
 IX, at least equal to the price required to be paid pursuant to Section
   9.1(a) of this Article IX (assuming, in the case of Redemption Securities
  to be publicly traded, such Redemption Securities were fully distributed
and subject only to normal trading activity).                         

ARTICLE X.

NO PREEMPTIVE RIGHTS

     Stockholders of the corporation shall not have preemptive rights to acquire
additional shares issued by the corporation.                                    

ARTICLE XI. 

NO CUMULATIVE VOTING

  Stockholders of the corporation shall not have cumulative voting rights.

ARTICLE XII.

REPEAL AND AMENDMENT

12.1  Repeal of and Amendment to Amended and Restated Certificate of  
Incorporation. Unless otherwise provided herein, the provisions of this Restated
Certificate of Incorporation may be repealed or amended upon the affirmative    
vote of the holders of not less than a majority of the total number of shares of
capital stock of the corporation outstanding and entitled to vote on any        
particular matter. The provisions set forth in Article IX, Article X, Article XI
and this sentence of Section 12.1 of Article XII herein may not be repealed or  
amended in any respect, unless such action is approved                          

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by the affirmative vote of the holders of not less than 66 2/3% of the total    
number of shares of capital stock of the corporation outstanding and entitled to
vote on any particular matter.                                                  

12.2  Repeal of and Amendment to Bylaws. In furtherance and not in    
limitation of the powers conferred by the Act, the Board of Directors is        
expressly authorized to make, adopt, repeal, alter, amend, and rescind the      
Bylaws of the corporation by a resolution adopted by a majority of the          
directors. The shareholders shall also have the power to adopt, amend or repeal 
the Bylaws of the corporation as set forth therein.                             

ARTICLE XIII. 

CONFLICTING INTERESTS 

    A director or officer of the corporation shall not in the absence of fraud
be disqualified by his office from dealing or contracting with the corporation  
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a 
director or officer of the corporation be liable to account to the corporation  
for any profit realized by him from or through any transaction or contract of   
the corporation by reason of the fact that he, or any firm of which he is a     
member, or any corporation of which he is an officer, director or stockholder,  
was interested in such transaction or contract if such transaction or contract  
has been authorized, approved or ratified in the manner provided in the General 
Corporation Law of Delaware for authorization, approval or ratification of      
transactions or contracts between the corporation and one or more of its        
directors or officers, or between the corporation and any other corporation,    
partnership, association or other organization in which one or more of its      
directors or officers are directors or officers, or have a financial interest.  

    This Amended and Restated Certificate of Incorporation was duly adopted by
the Board of Directors in accordance with Section 245 of the General Corporation
Law of the State of Delaware.                                                   

    This Amended and Restated Certificate of Incorporation was duly adopted by
unanimous written consent of the stockholders in accordance with the applicable 
provisions of Sections 228, 242 and 245 of the General Corporation Law of the   
State of Delaware.                                                              

     IN WITNESS WHEREOF, Alan R. Bender, Executive Vice President of VOICESTREAM
WIRELESS HOLDING CORPORATION has signed this Amended and Restated Certificate of
Incorporation on January 18, 2000.                                              

                                VOICESTREAM WIRELESS HOLDING
               CORPORATION

                      /s/ ALAN R. BENDER
                                          --------------------------------------
                   Alan R. Bender,
                            Executive Vice President

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                                                                         ANNEX I

TITLE 23B. WASHINGTON BUSINESS CORPORATION ACT
CHAPTER 23B.13. DISSENTERS' RIGHTS

23B.13.010. DEFINITIONS                                                         

As used in this chapter:                                              

     (1) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or    
share exchange of that issuer.                                                  

(2) "Dissenter" means a shareholder who is entitled to dissent from   
corporate action under RCW 23B.13.020 and who exercises that right when and in  
the manner required by RCW 23B.13.200 through 23B.13.280.                       

    (3) "Fair value," with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate action to     
which the dissenter objects, excluding any appreciation or depreciation in      
anticipation of the corporate action unless exclusion would be inequitable.     

(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the     
corporation on its principal bank loans or, if none, at a rate that is fair and 
equitable under all the circumstances.                                          

(5) "Record shareholder" means the person in whose name shares are    
registered in the records of a corporation or the beneficial owner of shares to 
the extent of the rights granted by a nominee certificate on file with a        
corporation.                                                                    

    (6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.        

(7) "Shareholder" means the record shareholder or the beneficial      
shareholder.                                                                    

23B.13.020. RIGHT TO DISSENT                                                    

  (1) A shareholder is entitled to dissent from, and obtain payment of the
fair value of the shareholder's shares in the event of, any of the following    
corporate actions:                                                              

      (a) Consummation of a plan of merger to which the corporation is a
party (i) if shareholder approval is required for the merger by RCW   
23B.11.030, 23B.11.080, or the articles of incorporation and the      
   shareholder is entitled to vote on the merger, or (ii) if the corporation
is a subsidiary that is merged with its parent under RCW 23B.11.040;  

         (b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the   
shareholder is entitled to vote on the plan;                          

        (c) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation other than in the usual and regular
   course of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale   
    pursuant to court order or a sale for cash pursuant to a plan by which all
     or substantially all of the net proceeds of the sale will be distributed to
the shareholders within one year after the date of sale;              

     (d) An amendment of the articles of incorporation that materially
  reduces the number of shares owned by the shareholder to a fraction of a
   share if the fractional share so created is to be acquired for cash under
RCW 23B.06.040; or                                                    

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        (e) Any corporate action taken pursuant to a shareholder vote to the
    extent the articles of incorporation, bylaws, or a resolution of the board
     of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.                          

(2) A shareholder entitled to dissent and obtain payment for the      
shareholder's shares under this chapter may not challenge the corporate action  
creating the shareholder's entitlement unless the action fails to comply with   
the procedural requirements imposed by this title, RCW 25.10.900 through        
25.10.955, the articles of incorporation, or the bylaws, or is fraudulent with  
respect to the shareholder or the corporation.                                  

 (3) The right of a dissenting shareholder to obtain payment of the fair
value of the shareholder's shares shall terminate upon the occurrence of any one
of the following events:                                                        

(a) The proposed corporate action is abandoned or rescinded;

         (b) A court having jurisdiction permanently enjoins or sets aside the
corporate action; or                                                  

          (c) The shareholder's demand for payment is withdrawn with the written
consent of the corporation.                                           

23B.13.030. DISSENT BY NOMINEES AND BENEFICIAL OWNERS                           

     (1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in the shareholder's name only if the shareholder dissents
with respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf   
the shareholder asserts dissenters' rights. The rights of a partial dissenter   
under this subsection are determined as if the shares as to which the dissenter 
dissents and the dissenter's other shares were registered in the names of       
different shareholders.                                                         

 (2) A beneficial shareholder may assert dissenters' rights as to shares
held on the beneficial shareholder's behalf only if: (a) The beneficial         
shareholder submits to the corporation the record shareholder's written consent 
to the dissent not later than the time the beneficial shareholder asserts       
dissenters' rights; and (b) The beneficial shareholder does so with respect to  
all shares of which such shareholder is the beneficial shareholder or over which
such shareholder has power to direct the vote.                                  

23B.13.200. NOTICE OF DISSENTERS' RIGHTS                                        

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, the meeting notice
must state that shareholders are or may be entitled to assert dissenters' rights
under this chapter and be accompanied by a copy of this chapter.                

     (2) If corporate action creating dissenters' rights under RCW 23B.13.020 is
taken without a vote of shareholders, the corporation, within ten days after    
[the] effective date of such corporate action, shall notify in writing all      
shareholders entitled to assert dissenters' rights that the action was taken and
send them the dissenters' notice described in RCW 23B.13.220.                   

23B.13.210. NOTICE OF INTENT TO DEMAND PAYMENT                                  

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder who 
wishes to assert dissenters' rights must (a) deliver to the corporation before  
the vote is taken written notice of the shareholder's intent to demand payment  
for the shareholder's shares if the proposed action is effected, and (b) not    
vote such shares in favor of the proposed action.                               

   (2) A shareholder who does not satisfy the requirements of subsection (1)
of this section is not entitled to payment for the shareholder's shares under   
this chapter.                                                                   

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23B.13.220. DISSENTERS' NOTICE                                                  

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is authorized at a shareholders' meeting, the corporation shall      
deliver a written dissenters' notice to all shareholders who satisfied the      
requirements of RCW 23B.13.210.                                                 

     (2) The dissenters' notice must be sent within ten days after the effective
date of the corporate action, and must:                                         

      (a) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;               

          (b) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;   

         (c) Supply a form for demanding payment that includes the date of the
 first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting      
  dissenters' rights certify whether or not the person acquired beneficial
ownership of the shares before that date;                             

    (d) Set a date by which the corporation must receive the payment
  demand, which date may not be fewer than thirty nor more than sixty days
   after the date the notice in subsection (1) of this section is delivered;
and                                                                   

(e) Be accompanied by a copy of this chapter.               

23B.13.230. DUTY TO DEMAND PAYMENT                                              

 (1) A shareholder sent a dissenters' notice described in RCW 23B.13.220
must demand payment, certify whether the shareholder acquired beneficial        
ownership of the shares before the date required to be set forth in the         
dissenters' notice pursuant to RCW 23B.13.220(2)(c), and deposit the            
shareholder's certificates in accordance with the terms of the notice.          

(2) The shareholder who demands payment and deposits the shareholder's
share certificates under subsection (1) of this section retains all other rights
of a shareholder until the proposed corporate action is effected.               

    (3) A shareholder who does not demand payment or deposit the shareholder's
share certificates where required, each by the date set in the dissenters'      
notice, is not entitled to payment for the shareholder's shares under this      
chapter.                                                                        

23B.13.240. SHARE RESTRICTIONS                                                  

     (1) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate  
action is effected or the restriction is released under RCW 23B.13.260.         

(2) The person for whom dissenters' rights are asserted as to         
uncertificated shares retains all other rights of a shareholder until the       
effective date of the proposed corporate action.                                

23B.13.250. PAYMENT                                                             

   (1) Except as provided in RCW 23B.13.270, within thirty days of the later
of the effective date of the proposed corporate action, or the date the payment 
demand is received, the corporation shall pay each dissenter who complied with  
RCW 23B.13.230 the amount the corporation estimates to be the fair value of the 
shareholder's shares, plus accrued interest.                                    

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(2) The payment must be accompanied by:                               

      (a) The corporation's balance sheet as of the end of a fiscal year
   ending not more than sixteen months before the date of payment, an income
     statement for that year, a statement of changes in shareholders' equity for
   that year, and the latest available interim financial statements, if any;

         (b) An explanation of how the corporation estimated the fair value of
the shares;                                                           

(c) An explanation of how the interest was calculated;      

        (d) A statement of the dissenter's right to demand payment under RCW
23B.13.280; and                                                       

(e) A copy of this chapter.                                 

23B.13.260. FAILURE TO TAKE ACTION                                              

 (1) If the corporation does not effect the proposed action within sixty
days after the date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and release any transfer
restrictions imposed on uncertificated shares.                                  

(2) If after returning deposited certificates and releasing transfer  
restrictions, the corporation wishes to undertake the proposed action, it must  
send a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand
procedure.                                                                      

23B.13.270. AFTER-ACQUIRED SHARES                                               

    (1) A corporation may elect to withhold payment required by RCW 23B.13.250
from a dissenter unless the dissenter was the beneficial owner of the shares    
before the date set forth in the dissenters' notice as the date of the first    
announcement to news media or to shareholders of the terms of the proposed      
corporate action.                                                               

(2) To the extent the corporation elects to withhold payment under    
subsection (1) of this section, after taking the proposed corporate action, it  
shall estimate the fair value of the shares, plus accrued interest, and shall   
pay this amount to each dissenter who agrees to accept it in full satisfaction  
of the dissenter's demand. The corporation shall send with its offer an         
explanation of how it estimated the fair value of the shares, an explanation of 
how the interest was calculated, and a statement of the dissenter's right to    
demand payment under RCW 23B.13.280.                                            

23B.13.280. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER         

  (1) A dissenter may notify the corporation in writing of the dissenter's
own estimate of the fair value of the dissenter's shares and amount of interest 
due, and demand payment of the dissenter's estimate, less any payment under RCW 
23B.13.250, or reject the corporation's offer under RCW 23B.13.270 and demand   
payment of the dissenter's estimate of the fair value of the dissenter's shares 
and interest due, if:                                                           

        (a) The dissenter believes that the amount paid under RCW 23B.13.250
or offered under RCW 23B.13.270 is less than the fair value of the    
dissenter's shares or that the interest due is incorrectly calculated;

         (b) The corporation fails to make payment under RCW 23B.13.250 within
sixty days after the date set for demanding payment; or               

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        (c) The corporation does not effect the proposed action and does not
return the deposited certificates or release the transfer restrictions
   imposed on uncertificated shares within sixty days after the date set for
demanding payment.                                                    

(2) A dissenter waives the right to demand payment under this section 
unless the dissenter notifies the corporation of the dissenter's demand in      
writing under subsection (1) of this section within thirty days after the       
corporation made or offered payment for the dissenter's shares.                 

23B.13.300. COURT ACTION                                                        

 (1) If a demand for payment under RCW 23B.13.280 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the   
payment demand and petition the court to determine the fair value of the shares 
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.                                                            

    (2) The corporation shall commence the proceeding in the superior court of
the county where a corporation's principal office, or, if none in this state,   
its registered office, is located. If the corporation is a foreign corporation  
without a registered office in this state, it shall commence the proceeding in  
the county in this state where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign corporation was        
located.                                                                        

    (3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled, parties to the proceeding as in an  
action against their shares and all parties must be served with a copy of the   
petition. Nonresidents may be served by registered or certified mail or by      
publication as provided by law.                                                 

   (4) The corporation may join as a party to the proceeding any shareholder
who claims to be a dissenter but who has not, in the opinion of the corporation,
complied with the provisions of this chapter. If the court determines that such 
shareholder has not complied with the provisions of this chapter, the           
shareholder shall be dismissed as a party.                                      

(5) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court may    
appoint one or more persons as appraisers to receive evidence and recommend     
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to it. The dissenters are     
entitled to the same discovery rights as parties in other civil proceedings.    

   (6) Each dissenter made a party to the proceeding is entitled to judgment
(a) for the amount, if any, by which the court finds the fair value of the      
dissenter's shares, plus interest, exceeds the amount paid by the corporation,  
or (b) for the fair value, plus accrued interest, of the dissenter's            
after-acquired shares for which the corporation elected to withhold payment     
under RCW 23B.13.270.                                                           

23B.13.310. COURT COSTS AND COUNSEL FEES                                        

(1) The court in a proceeding commenced under RCW 23B.13.300 shall    
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs 
against the corporation, except that the court may assess the costs against all 
or some of the dissenters, in amounts the court finds equitable, to the extent  
the court finds the dissenters acted arbitrarily, vexatiously, or not in good   
faith in demanding payment under RCW 23B.13.280.                                

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    (2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:               

        (a) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the 
requirements of RCW 23B.13.200 through 23B.13.280; or                 

      (b) Against either the corporation or a dissenter, in favor of any
  other party, if the court finds that the party against whom the fees and
    expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by chapter 23B.13 RCW.            

    (3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.                                                  

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                                                                         ANNEX J

DELAWARE GENERAL CORPORATION LAW

  Section 262 Appraisal Rights. -- (a) Any stockholder of a corporation of
this State who holds shares of stock on the date of the making of a demand      
pursuant to subsection (d) of this section with respect to such shares, who     
continuously holds such shares through the effective date of the merger or      
consolidation, who has otherwise complied with subsection (d) of this section   
and who has neither voted in favor of the merger or consolidation nor consented 
thereto in writing pursuant to ss. 228 of this title shall be entitled to an    
appraisal by the Court of Chancery of the fair value of his shares of stock     
under the circumstances described in subsections (b) and (c) of this section. As
used in this section, the word "stockholder" means a holder of record of stock  
in a stock corporation and also a member of record of a nonstock corporation;   
the words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock      
corporation; and the words "depository receipt" mean a receipt or other         
instrument issued by a depository representing an interest in one or more       
shares, or fractions thereof, solely of stock of a corporation, which stock is  
deposited with the depository.                                                  

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to ss. 251 (other than a merger effected pursuant to          
subsection (g) of Section 251), ss. 252, ss. 254, ss. 257, ss. 258, ss. 263 or  
ss. 264 of this title:                                                          

      (1) Provided, however, that no appraisal rights under this section
  shall be available for the shares of any class or series of stock, which
    stock, or depository receipts in respect thereof, at the record date fixed
    to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or    
    consolidation, were either (i) listed on a national securities exchange or
     designated as a national market system security on an interdealer quotation
     system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no    
appraisal rights shall be available for any shares of stock of the    
  constituent corporation surviving a merger if the merger did not require
    for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of ss. 251 of this title.               

          (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
     under this section shall be available for the shares of any class or series
   of stock of a constituent corporation if the holders thereof are required
    by the terms of an agreement of merger or consolidation pursuant to ss.ss.
     251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
anything except:                                                      

           a. Shares of stock of the corporation surviving or resulting from
        such merger or consolidation, or depository receipts in respect thereof;

             b. Shares of stock of any other corporation, or depository receipts
    in respect thereof, which shares of stock (or depository receipts in
    respect thereof) or depository receipts at the effective date of the
      merger or consolidation will be either listed on a national securities
 exchange or designated as a national market system security on an
      interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;     

       c. Cash in lieu of fractional shares or fractional depository
   receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or                                                   

            d. Any combination of the shares of stock, depository receipts and
   cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this  
paragraph.                                                      

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          (3) In the event all of the stock of a subsidiary Delaware corporation
    party to a merger effected under ss. 253 of this title is not owned by the
    parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.   

  (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                   

        (1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a  
  meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
 record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof that   
appraisal rights are available for any or all of the shares of the    
   constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such    
     stockholder's shares shall deliver to the corporation, before the taking of
    the vote on the merger or consolidation, a written demand for appraisal of
    such stockholder's shares. Such demand will be sufficient if it reasonably
 informs the corporation of the identity of the stockholder and that the
   stockholder intends thereby to demand the appraisal of such stockholder's
shares. A proxy or vote against the merger or consolidation shall not 
   constitute such a demand. A stockholder electing to take such action must
     do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or  
 resulting corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in
   favor of or consented to the merger or consolidation of the date that the
merger or consolidation has become effective; or                      

          (2) If the merger or consolidation was approved pursuant to ss. 228 or
ss. 253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days      
thereafter, shall notify each of the holders of any class or series of
    stock of such constituent corporation who are entitled to appraisal rights
  of the approval of the merger or consolidation and that appraisal rights
 are available for any or all shares of such class or series of stock of
  such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the   
   effective date of the merger or consolidation, such notice shall be given
    by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to  
    appraisal rights. Such notice may, and, if given on or after the effective
   date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder 
    entitled to appraisal rights may, within 20 days after the date of mailing
of the notice, demand in writing from the surviving or resulting      
    corporation the appraisal of his shares. Such demand will be sufficient if
  it reasonably informs the corporation of the identity of the stockholder
 and that the stockholder intends thereby to demand the appraisal of his
     shares. If such notice did not notify stockholders of the effective date of
   the merger or consolidation, either (i) each such constituent corporation
shall send a second notice before the effective date of the merger or 
     consolidation notifying each of the holders of any class or series of stock
  of such constituent corporation that are entitled to appraisal rights of
    the effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all          

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such holders on or within 10 days after such effective date; provided,
     however, that if such second notice is sent more than 20 days following the
   sending of the first notice, such second notice need only be sent to each
stockholder who is entitled to appraisal rights and who has demanded  
  appraisal of such holder's shares in accordance with this subsection. An
    affidavit of the secretary or assistant secretary or of the transfer agent
    of the corporation that is required to give either notice that such notice
   has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein. For purposes of determining the stockholders
     entitled to receive either notice, each constituent corporation may fix, in
 advance, a record date that shall be not more than 10 days prior to the
     date the notice is given; provided that, if the notice is given on or after
     the effective date of the merger or consolidation, the record date shall be
 such effective date. If no record date is fixed and the notice is given
     prior to the effective date, the record date shall be the close of business
on the day next proceeding the day on which the notice is given.      

(e) Within 120 days after the effective date of the merger or         
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of   
the merger or consolidation, any stockholder who has complied with the          
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the    
period for delivery of demands for appraisal under subsection (d) hereof,       
whichever is later.                                                             

 (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall by borne by the     
surviving or resulting corporation.                                             

(g) At the hearing on such petition, the Court shall determine the    
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

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    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted    
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally          
determined that such stockholder is not entitled to appraisal rights under this 
section.                                                                        

 (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

  (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

  (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d) 
of this section shall be entitled to vote such stock for any purpose or to      
receive payment of dividends or other distributions on the stock (except        
dividends or other distributions payable to stockholders of record at a date    
which is prior to the effective date of the merger or consolidation); provided, 
however, that if no petition for an appraisal shall be filed within the time    
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of such          
stockholder's demand for an appraisal and an acceptance of the merger or        
consolidation, either within 60 days after the effective date of the merger or  
consolidation as provided in subsection (e) of this section or thereafter with  
the written approval of the corporation, then the right of such stockholder to  
an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding
in the Court of Chancery shall be dismissed as to any stockholder without the   
approval of the Court, and such approval may be conditioned upon such terms as  
the Court deems just.                                                           

(l) The shares of the surviving or resulting corporation to which the 
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolation shall have the status of authorized and   
unissued shares of the surviving or resulting corporation.                      

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